0000950170-22-025094 | 10-Q | XBRL Viewer

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Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2022	Nov. 03, 2022
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Transition Report	false
Document Period End Date	Sep. 30, 2022
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Document Quarterly Report	true
Entity File Number	001-39871
Entity Registrant Name	SAB BIOTHERAPEUTICS, INC.
Entity Central Index Key	0001833214
Entity Tax Identification Number	85-3899721
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	2100 East 54th Street North
Entity Address, City or Town	Sioux Falls
Entity Address, State or Province	SD
Entity Address, Postal Zip Code	57104
City Area Code	605
Local Phone Number	679-6980
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	true
Entity Common Stock, Shares Outstanding		43,030,885
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, 0.0001 par value per share
Trading Symbol	SABS
Security Exchange Name	NASDAQ
Warrants Each Exercisable for Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	SABSW
Security Exchange Name	NASDAQ

- Details

Name:	us-gaap_StatementClassOfStockAxis=sabs_WarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50PerShareMember
Namespace Prefix:
Data Type:	na
Balance Type:
Period Type:

Consolidated Balance Sheets - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 8,332,188	$ 33,206,712
Restricted cash	0	6,338,306
Accounts receivable, net	12,942,037	8,010,708
Prepaid expenses	907,865	864,513
Total current assets	22,182,090	48,420,239
Long-term prepaid insurance	501,388
Operating lease right-of-use assets	1,870,518	2,615,204
Financing lease right-of-use assets	3,921,589	4,019,322
Property, plant and equipment, net	24,031,908	24,314,455
Total assets	52,507,493	79,369,220
Current liabilities
Accounts payable	5,484,276	4,458,525
Forward share purchase liability		6,338,306
Notes payable	25,013	25,013
Operating lease liabilities, current portion	1,212,862	1,142,413
Finance lease liabilities, current portion	140,891	161,050
Due to related party		2,367
Deferred grant income		100,000
Accrued expenses and other current liabilities	10,238,212	12,455,888
Total current liabilities	17,101,254	24,683,562
Operating lease liabilities, noncurrent	762,775	1,653,185
Finance lease liabilities, noncurrent	3,662,541	3,762,430
Warrant liabilities	357,516	10,720,130
Total liabilities	21,884,086	40,819,307
Commitments and contingencies (Note 17)
Stockholders equity
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively
Common stock; $0.0001 par value; 490,000,000 shares authorized at September 30, 2022 and December 31, 2021; 43,577,543 and 43,487,279 shares issued, respectively, and 43,030,885 and 43,487,279 outstanding at September 30, 2022 and December 31, 2021, respectively	4,358	4,349
Treasury stock, at cost; 546,658 and 0 shares held at September 30, 2022 and December 31, 2021, respectively	(5,521,246)
Additional paid-in capital	76,135,447	67,674,515
Accumulated deficit	(39,995,152)	(29,128,951)
Total stockholders' equity	30,623,407	38,549,913
Total liabilities and stockholders equity	$ 52,507,493	$ 79,369,220

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2022	Dec. 31, 2021
Preferred stock, par value	$ 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 value	$ 0.0001	$ 0.0001
Common stock, shares authorized	490,000,000	490,000,000
Common stock, shares issued	43,577,543	43,487,279
Common stock, shares outstanding	43,030,885	43,487,279
Treasury stock, shares	546,658	0

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Revenue
Total revenue	$ 3,589,708	$ 14,680,589	$ 21,743,309	$ 49,817,825
Operating expenses
Research and development	7,352,978	15,070,265	29,300,405	46,535,671
General and administrative	4,044,046	3,600,678	13,500,512	9,331,125
Total operating expenses	11,397,024	18,670,943	42,800,917	55,866,796
Loss from operations	(7,807,316)	(3,990,354)	(21,057,608)	(6,048,971)
Changes in fair value of warrant liabilities	782,962		10,362,614
Gain on debt extinguishment of Paycheck Protection Program SBA Loan				665,596
Other income	1,527	3,953	1,527	3,953
Interest expense	(70,626)	(78,558)	(213,885)	(228,184)
Interest income	17,385	3,769	41,143	14,571
Total other income (expense)	731,248	(70,836)	10,191,399	455,936
Loss before income taxes	(7,076,068)	(4,061,190)	(10,866,209)	(5,593,035)
Net loss	$ (7,076,068)	$ (4,061,190)	$ (10,866,209)	$ (5,593,035)
Loss per common share attributable to the Company's shareholders
Basic loss per common share	$ (0.16)	$ (0.16)	$ (0.25)	$ (0.22)
Diluted loss per common share	$ (0.16)	$ (0.16)	$ (0.25)	$ (0.22)
Weighted-average common shares outstanding - basic	43,030,885	25,973,406	43,042,379	25,973,406
Weighted-average common shares outstanding - diluted	43,030,885	25,973,406	43,042,379	25,973,406
Grant Revenue [Member]
Revenue
Total revenue	$ 3,589,708	$ 14,680,589	$ 21,743,309	$ 49,817,825

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-In Capital [Member]	Treasury Stock [Member]	Accumulated Deficit [Member]
Beginning balance, value at Dec. 31, 2020	$ 39,007,835	$ 2,598	$ 50,989,657		$ (11,984,420)
Beginning balance, shares at Dec. 31, 2020		25,973,406
Stock-based compensation	349,115		349,115
Net income (loss)	1,409,834				1,409,834
Ending balance, value at Mar. 31, 2021	40,766,784	$ 2,598	51,338,772		(10,574,586)
Ending balance, shares at Mar. 31, 2021		25,973,406
Beginning balance, value at Dec. 31, 2020	39,007,835	$ 2,598	50,989,657		(11,984,420)
Beginning balance, shares at Dec. 31, 2020		25,973,406
Net income (loss)	(5,593,035)
Ending balance, value at Sep. 30, 2021	35,078,010	$ 2,598	52,652,867		(17,577,455)
Ending balance, shares at Sep. 30, 2021		25,973,406
Beginning balance, value at Mar. 31, 2021	40,766,784	$ 2,598	51,338,772		(10,574,586)
Beginning balance, shares at Mar. 31, 2021		25,973,406
Stock-based compensation	433,431		433,431
Net income (loss)	(2,941,679)				(2,941,679)
Ending balance, value at Jun. 30, 2021	38,258,536	$ 2,598	51,772,203		(13,516,265)
Ending balance, shares at Jun. 30, 2021		25,973,406
Stock-based compensation	880,664		880,664
Net income (loss)	(4,061,190)				(4,061,190)
Ending balance, value at Sep. 30, 2021	35,078,010	$ 2,598	52,652,867		(17,577,455)
Ending balance, shares at Sep. 30, 2021		25,973,406
Beginning balance, value at Dec. 31, 2021	38,549,913	$ 4,349	67,674,515		(29,128,951)
Beginning balance, shares at Dec. 31, 2021		43,487,279
Issuance of common for exercise of stock options	7,830	$ 1	7,829
Issuance of common stock for exercise of stock options, shares		14,500
Forward Share Purchase Agreement, final settlement	817,060		817,060
Repurchase of common stock pursuant to the Forward Share Purchase Agreement, value			5,521,246	$ (5,521,246)
Repurchase of common stock pursuant to the Forward Share Purchase Agreement, shares				(546,658)
Stock-based compensation	897,600		897,600
Net income (loss)	985,863				985,863
Ending balance, value at Mar. 31, 2022	41,258,266	$ 4,350	74,918,250	$ (5,521,246)	(28,143,088)
Ending balance, shares at Mar. 31, 2022		43,501,779		(546,658)
Beginning balance, value at Dec. 31, 2021	38,549,913	$ 4,349	67,674,515		(29,128,951)
Beginning balance, shares at Dec. 31, 2021		43,487,279
Net income (loss)	(10,866,209)
Ending balance, value at Sep. 30, 2022	30,623,407	$ 4,358	76,135,447	$ (5,521,246)	(39,995,152)
Ending balance, shares at Sep. 30, 2022		43,577,543		(546,658)
Beginning balance, value at Mar. 31, 2022	41,258,266	$ 4,350	74,918,250	$ (5,521,246)	(28,143,088)
Beginning balance, shares at Mar. 31, 2022		43,501,779		(546,658)
Issuance of common for exercise of stock options	69,141	$ 8	69,133
Issuance of common stock for exercise of stock options, shares		75,764
Stock-based compensation	569,861		569,861
Net income (loss)	(4,775,996)				(4,775,996)
Ending balance, value at Jun. 30, 2022	37,121,272	$ 4,358	75,557,244	$ (5,521,246)	(32,919,084)
Ending balance, shares at Jun. 30, 2022		43,577,543		(546,658)
Stock-based compensation	578,203		578,203
Net income (loss)	(7,076,068)				(7,076,068)
Ending balance, value at Sep. 30, 2022	$ 30,623,407	$ 4,358	$ 76,135,447	$ (5,521,246)	$ (39,995,152)
Ending balance, shares at Sep. 30, 2022		43,577,543		(546,658)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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- 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.

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-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021
Cash flows from operating activities:
Net income (loss)	$ (10,866,209)	$ (5,593,035)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Gain on debt extinguishment of Paycheck Protection Program SBA Loan		(665,596)
Depreciation and amortization	2,270,621	868,630
Amortization of right-of-use assets	97,733	123,777
Stock-based compensation expense	2,045,664	1,663,210
Gain on sale of equipment	(15,793)	(5,488)
Change in fair value of warrant liabilities	(10,362,614)
Changes in operating assets and liabilities
Accounts receivable	(4,931,330)	10,356,280
Prepaid expenses	(544,737)	331,559
Operating lease right-of-use assets	(75,276)	(45,964)
Accounts payable	1,025,751	(3,273,848)
Due to related party	(2,367)	(2,727)
Deferred grant income	(100,000)
Accrued expense and other current liabilities	(2,217,676)	3,108,244
Net cash (used in) provided by operating activities	(23,676,233)	6,865,042
Cash flows from investing activities:
Proceeds from the sale of equipment	76,390
Purchases of equipment	(2,048,660)	(8,581,735)
Net cash used in investing activities	(1,972,270)	(8,581,735)
Cash flows from financing activities:
Payments related to the Forward Share Purchase Agreement	(5,521,246)
Principal payments on finance leases	(120,053)	(142,928)
Proceeds from exercise of stock options	76,972
Net cash used in financing activities	(5,564,327)	(142,928)
Net decrease in cash, cash equivalents, and restricted cash	(31,212,830)	(1,859,621)
Cash, cash equivalents, and restricted cash
Beginning of year	39,545,018	12,610,383
End of period	8,332,188	10,750,762
Supplemental disclosures:
Cash paid for interest	143,259	228,184
Supplemental information on non-cash investing and finance activities:
Right-of-use assets obtained in exchange for operating lease liabilities	$ 65,088	$ 260,682

Nature of Business

9 Months Ended

Sep. 30, 2022

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.

Going Concern

As of September 30, 2022, the Company has experienced net losses, negative cash flows from operations and had an accumulated deficit of $40 million. The Company anticipates to continue to generate losses for the foreseeable future, and expects the losses to increase as the Company continues the development of, and seek regulatory approvals for, product candidates, and begin commercialization of products. As a result, the Company will require additional capital to fund operations in order to support long-term plans, in particular, following the JPEO Rapid Response Contract Termination. These factors raise substantial doubt about the Company’s ability to continue as a going concern for the one-year period following the date that these financial statements were issued.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through a combination of equity or debt financings, or other third-party financing, collaborative or other funding arrangements. Should the Company seek additional financing from outside sources, the Company may not be able to raise such financing on terms acceptable to the Company or at all. If the Company is unable to raise additional capital when required or on acceptable terms, the Company may be required to scale back or discontinue the advancement of product candidates, reduce headcount, liquidate our assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

The unaudited consolidated financial statements as of September 30, 2022, have been prepared on the basis that the Company will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.

Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(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 periods 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 approximately 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 Securities Exchange Act of 1934, as amended (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 with our efforts to develop a commercially approved product. The company believes its existing cash

reserves and anticipated cash receipts will not be sufficient to fund operations for the twelve months following the date these financials are made available for issuance.

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. There were no amounts held in escrow by the Company pursuant to the Forward Share Purchase Agreement as of September 30, 2022.

The reconciliation of cash, cash equivalents and restricted cash reported within the applicable balance sheet line items that sum to the total of the same such amount shown in the consolidated statements of cash flows is as follows:


	September 30, 2022		September 30, 2021
Cash and cash equivalents	$	8,332,188	$	10,750,762
Restricted cash		—		—
Total cash, cash equivalents, and restricted cash	$	8,332,188	$	10,750,762

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 September 30, 2022 and December 31, 2021.

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% of its total revenue through grants from government organizations during the three and nine months ended September 30, 2022 and 2021.

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.

The Company elected not to apply the recognition requirements of ASC 842 to short-term leases, which are deemed to be leases with a lease term of twelve months or less. Instead, the Company recognized lease payments in the Consolidated Statements of Operations on a straight-line basis over the lease term and variable payments in the period in which the obligation for these payments was incurred. The Company elected this policy for all classes of underlying assets.

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 three and nine months ended September 30, 2022 and 2021, 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—as of September 30, 2022 there is no active CRO engaged by the Company in work on SAB-185. 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 September 30, 2022. 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 September 30, 2022.

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 three and nine months ended September 30, 2022 and 2021.

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 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.

Income tax expense includes the current tax liability from operations and the change in deferred income taxes during the year. Current tax liabilities or receivables are recognized for estimated income tax payable and/or refundable for the current year.

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

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

9 Months Ended

Sep. 30, 2022

New Accounting Standards

New Accounting Standards

(3) New accounting standards

Recently-adopted standards

In May 2021, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in ASU 2021-04 provide guidance to clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this ASU 2021-04 are effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, including interim periods within those fiscal years. The Company adopted ASU 2021-04 at January 1, 2022, and the adoption did not have a material impact on its consolidated financial statements.

In July 2021, the FASB issued ASU 2021-05, Leases (Topic 842) Lessors - Certain Leases with Variable Lease Payments, to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities as well as disclosing key information about leasing transactions. This guidance is effective for all entities for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years for public business entities. The Company adopted ASU 2021-05 at January 1, 2022, and the adoption did not have a material impact on its consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. This ASU increases the transparency of government assistance to include the disclosure of (1) the types of assistance, (2) an entity's accounting for the assistance, and (3) the effect of the assistance on an entity's financial statements. The guidance in ASU 2021-10 is effective for financial statements of all entities, including private companies, for annual periods beginning after December 15, 2021, with early application permitted. Entities are required to provide the new disclosures prospectively for all transactions with a government entity that are accounted for under either a grant or a contribution accounting model and are reflected in the financial statements at the date of initially applying the new amendments, and to new transactions entered into after that date. The Company adopted ASU 2021-10 at January 1, 2022, and the adoption did not have a material impact on its consolidated financial statements.

Recently-issued standards

In July 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”), which requires the measurement of all expected credit losses of financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. In addition, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. ASU 2016-13 is effective for periods beginning after December 15, 2022, and interim periods within those fiscal years. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements but does not expect it to have a material impact.

In October 2021, the FASB issued ASU 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). This ASU requires that an acquirer entity in a business combination recognize and measure contract assets and liabilities acquired in a business combination at the acquisition date in accordance with Topic 606 as if the acquirer entity had originated the contracts. This ASU is effective for fiscal years beginning after December 15, 2022, and interim periods within those years. Early application of the amendments is permitted but should be applied to all acquisitions occurring in the annual period of adoption. The amendment should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements but does not expect it to have a material impact.

In March 2022, the FASB issued ASU 2022-01, Derivatives and Hedging (Topic 815) (“ASU 2022-01”), which clarifies the guidance on fair value hedge accounting of interest rate risk for portfolios of financial assets. The standard is effective for public entities in fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. Early adoption is permitted on any date on or after the issuance of ASU 2017-12. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements but does not expect it to have a material impact.

In March 2022, the FASB issued ASU 2022-02, Financial Instruments - Credit Losses (Topic 326), Troubled Debt Restructurings and Vintage Disclosures (“ASU 2022-02”). ASU 2022-02 eliminates the current guidance on troubled debt restructurings ("TDRs"), enhances current and introduces new disclosure requirements related to loan modifications. ASU 2022-02 is effective for the Company for fiscal years beginning after December 15, 2022. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements but does not expect it to have a material impact.

In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”). ASU 2022-03 clarifies the guidance on the fair value measurement of an equity security that is subject to a contractual sale restriction and requires specific disclosures related to such an equity security. ASU 2022-03 is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements but does not expect it to have a material impact.

In September 2022, the FASB issued ASU 2022-04, Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations (“ASU 2022-04”). ASU 2022-04 makes a number of changes meant to add certain disclosure requirements for a buyer in a supplier finance program. The amendments require a buyer that uses supplier finance programs to make annual disclosures about the program’s key terms, the balance sheet presentation of related amounts, the confirmed amount outstanding at the end of the period and associated rollforward information. Only the amount outstanding at the end of the period must be disclosed in interim periods. The amendments are effective for all entities for fiscal years beginning after December 15, 2022, on a retrospective basis, including interim periods within those fiscal years, except for the requirement to disclose rollforward information, which is effective prospectively for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements but does not expect it to have a material impact.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-URI https://asc.fasb.org/topic&trid=2122394

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 105
-SubTopic 10
-Section 65
-Paragraph 6
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-URI https://asc.fasb.org/extlink&oid=126986314&loc=SL124402458-218513

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(iii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 250
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (b)(4)
-URI https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(ii)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 944
-SubTopic 40
-Section 65
-Paragraph 2
-Subparagraph (g)(2)(i)
-URI https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 40
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-URI https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 20
-Section 65
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+ Details

Reverse Recapitalization and Business Combination

9 Months Ended

Sep. 30, 2022

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 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 at a mutually agreed upon price other than the Market Sales Price.

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 forward share purchase liability was settled in full during the first quarter of 2022. As of December 31, 2021, the Company held $6.3 million in escrow pending the final settlement of the Forward Share Purchase Agreement; upon final settlement of the Forward Share Purchase Agreement, $817,060 in cash was released to the Company and the remaining $5.5 million was delivered to Radcliffe for the repurchase of 546,658 shares of the Company's common stock—these shares are accounted for as treasury stock at cost within the consolidated statements of changes in stockholders’ equity.

Revenue

9 Months Ended

Sep. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue

(5) Revenue

During the three and nine months ended September 30, 2022 and 2021, the Company worked on the following grants:

Government grants

The total revenue for government grants was approximately $3.6 million and $14.6 million, respectively, the three months ended September 30, 2022 and 2021, and $21.7 million and $49.8 million, respectively, for the nine months ended September 30, 2022 and 2021.

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. Grant income recognized was approximately $0 and $306,000, respectively, for the three months ended September 30, 2022 and 2021, and $30,000 and $457,000, respectively, for the nine months ended September 30, 2022 and 2021. The Company applied for an extension on the grant funding, and the extension is pending approval—the Company has not historically experienced challenges renewing grant funding. If approved, there is approximately $184,000 in funding remaining for this grant as of September 30, 2022.

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. Grant income recognized was approximately $150,000 and $13,000, respectively, for the three months ended September 30, 2022 and 2021, and $281,000 and $41,000, respectively, for the nine months ended September 30, 2022 and 2021. There is approximately $533,000 in funding remaining for this grant as of September 30, 2022.

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. The grant was subsequently amended to extend the date through July 2023. Grant income recognized was approximately $39,000 and $24,000, respectively, for the three months ended September 30, 2022 and 2021, and $88,000 and $72,000, respectively, for the nine months ended September 30, 2022 and 2021. There is approximately $1.4 million in funding remaining for this grant as of September 30, 2022.

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. Grant income recognized was approximately $3.4 million and $14.3 million, respectively, for the three months ended September 30, 2022 and 2021, and $21.3 million and $49.2 million, respectively, for the nine months ended September 30, 2022 and 2021.

The grants for the JPEO Rapid Response 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%).

On August 3, 2022, the Company received notice from the US Department of Defense (“DoD”) to terminate the Department of Defense, Joint Program Executive Office for Chemical, Biological, Radiological and Nuclear Defense Enabling Biotechnologies (“JPEO”) Rapid Response contract, dated as of August 7, 2019 by and between the Company and the DoD most recently amended as of September 14, 2021, relating to a prototype research and development of a Rapid Response Antibody Program and advanced clinical development through licensure and commercial manufacturing for SAB-185 (the "JPEO Rapid Response Contract Termination"). No termination penalties have been or will be incurred by the Company in connection therewith. The Company anticipates entry into a termination settlement or similar arrangement with the DoD whereby, among other things, the Company expects to be compensated for costs incurred in winding down activity surrounding the JPEO Rapid Response contract.

Approximately $12.7 million of the Company’s $12.9 million in accounts receivable as of September 30, 2022 relates to the JPEO Rapid Response Contract. The Company considered all conditions and barriers associated with the JPEO Rapid Response Contract and associated termination agreement and determined the grant is conditional and revenue will be recognized upon achieving certain milestones and incurring internal costs specifically covered by the grant and termination agreement. Consistent with the Company’s Summary of Significant Accounting Policies in Note 2, under ASC 958-605 revenues will be recognized as the Company incurs related expenses. The Company has determined the barriers to recognition to have been met and collection of these receivables to be probable; however, final approval and payment by the DoD is contingent upon further negotiations, and final execution of the termination settlement documents.

- 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.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org/extlink&oid=126920106&loc=SL49130551-203045

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+ Details

Earnings per share

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Earnings per share

(6) 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 three and nine months ended September 30, 2022 and 2021:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Calculation of basic and diluted loss per share attributable to the Company’s shareholders
Net loss attributable to the Company’s shareholders	$	(7,076,068	)	$	(4,061,190	)	$	(10,866,209	)	$	(5,593,035	)
Weighted-average common shares outstanding – basic and diluted		43,030,885			25,973,406			43,042,379			25,973,406
Net loss per share, basic and diluted	$	(0.16	)	$	(0.16	)	$	(0.25	)	$	(0.22	)

The Company’s potentially dilutive securities, which include stock options, restricted stock awards, common stock warrants, earnout shares, and contingently issuable earnout shares have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options and awards		1,004,845		2,570,978		2,181,361		2,077,499
Common stock warrants		5,958,600		—		5,958,600		—
Earnout Shares (1)		10,491,937		—		10,491,937		—
Contingently issuable Earnout Shares from unexercised Rollover Options		1,508,063		—		1,508,063		—
Total		18,963,445		2,570,978		20,139,961		2,077,499

(1)

As the Earnout shares are subject to certain vesting requirements not satisfied as of the three and nine months ended September 30, 2022, the Earnout Shares held in escrow are excluded from calculating both basic and diluted earnings per share.

Equipment

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Abstract]

Equipment

(7) Equipment

As of September 30, 2022 and December 31, 2021, the Company’s equipment was as follows:


	September 30, 2022			December 31, 2021
Laboratory equipment	$	8,801,250		$	7,431,988
Animal facility		8,357,667			8,357,667
Animal facility equipment		1,141,213			1,253,879
Construction-in-progress		404,976			4,608,778
Leasehold improvements		9,280,795			5,700,364
Vehicles		192,683			135,593
Office furniture and equipment		1,233,038			46,202
Total Property, plant and equipment, gross		29,411,622			27,534,471
Less: accumulated depreciation and amortization		(5,379,714	)		(3,220,016	)
Property, plant and equipment, net	$	24,031,908		$	24,314,455

Depreciation and amortization expense was $885,195 and $369,366, respectively, for the three months ended September 30, 2022 and 2021, and $2,270,621 and $868,630, respectively, for the nine months ended September 30, 2022 and 2021.

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 September 30, 2022 and December 31, 2021, the Company’s construction-in-progress was as follows:


	September 30, 2022		December 31, 2021
New office space at Headquarters	$	14,859	$	11,183
Laboratory space at Headquarters		—		2,506,482
Laboratory equipment at Headquarters		171,781		246,801
IT equipment at Headquarters		80,525		212,209
Software		137,811		137,811
Bioreactors		—		1,280,728
Other		—		213,564
Total construction-in-progress	$	404,976	$	4,608,778

Leases

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Leases

(8) Leases

The Company has an operating lease for lab space from Sanford Health (a former 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, the lease was amended in July 2022 to add additional administrative and lab space. This amended lease has a 3-year term, with options to extend for three additional periods of three 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 future requirements. The lease cost is $38,872 per month. The Company used an IBR of 4.83% 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 original 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. This lease was automatically renewed as an annual short-term operating lease in April of 2022.

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. These leases ended in the second quarter of 2022 with the Company exercising its option to purchase the leased assets.

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 September 30, 2022 are:


	Operating			Finance
Weighted-average remaining lease term	1.69 years			16.13 years
Weighted-average discount rate		4.78	%		7.72	%

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 September 30, 2022:


	Operating			Finance
2022 - remaining	$	315,726		$	110,994
2023		1,197,025			406,339
2024		535,944			401,496
2025		—			401,496
2026		—			401,496
Thereafter		—			4,784,494
Undiscounted future minimum lease payments		2,048,695			6,506,315
Less: Amount representing interest payments		(73,058	)		(2,702,883	)
Total lease liabilities		1,975,637			3,803,432
Less current portion		(1,212,862	)		(140,891	)
Noncurrent lease liabilities	$	762,775		$	3,662,541

Operating lease expense was approximately $304,000 and $268,000, respectively, for the three months ended September 30, 2022 and 2021, and $889,000 and $789,000, respectively, for the nine months ended September 30, 2022 and 2021. Operating lease costs are included within research and development expenses on the consolidated statements of operations.

Finance lease costs for the three months ended September 30, 2022 and 2021 included approximately $25,000 and $41,000, respectively, in right-of-use asset amortization and approximately $71,000 and $78,000, respectively, of interest expense. Finance lease costs for the nine months ended September 30, 2022 and 2021 included approximately $98,000 and $124,000, respectively, in right-of-use asset amortization and approximately $214,000 and $228,000, 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 $309,000 and $103,000, respectively, for the three months ended September 30, 2022. Cash payments under operating and finance leases were approximately $930,000 and $334,000, respectively, for the nine months ended September 30, 2022. Cash payments under operating and finance leases were approximately $285,000 and $131,000, respectively, for the three months ended September 30, 2021. Cash payments under operating and finance leases were approximately $836,000 and $372,000, respectively, for the nine months ended September 30, 2021.

Short-term lease expense recognized in the three and nine months ended September 30, 2022 and 2021, was not material.

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Accrued Expenses and Other Current Liabilities

(9) Accrued Expenses and Other Current Liabilities

As of September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following:


	September 30, 2022		December 31, 2021
Accrued vacation	$	563,726	$	552,629
Accrued payroll		211,563		674,858
Accrued construction-in-progress		14,859		548,988
Accrued supplies		391,906		709,027
Accrued consulting		67,497		179,082
Accrued clinical trial expense		343,766		423,634
Accrued outside laboratory services		675,064		128,752
Accrued bonus & severance		1,793,676		1,804,288
Accrued contract manufacturing		—		1,000,824
Accrued legal		720,154		833,646
Accrued financing fees payable		5,123,500		5,100,000
Accrued franchise tax payable		82,501		216,251
Other accrued expenses		250,000		283,909
	$	10,238,212	$	12,455,888

Notes Payable

9 Months Ended

Sep. 30, 2022

Debt Disclosure [Abstract]

Notes Payable

(10) Notes Payable

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 September 30, 2022 and December 31, 2021 was $25,013. The total amount of the remaining loan balance is due in full in the fourth quarter of 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 nine months ended September 30, 2021.

- 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 https://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 https://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
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-Section 50
-Paragraph 1C
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 1I
-Subparagraph (a)
-URI https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

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

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1E
-Subparagraph (b)
-URI https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Preferred Stock

9 Months Ended

Sep. 30, 2022

Equity [Abstract]

Preferred Stock

(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, as amended 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

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Stock Option Plans

(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 under the 2021 Omnibus Equity Incentive Plan. As of the beginning of the 2022 calendar year, the shares reserved for future issuance increased by, 869,746, or two percent (2%) of the total number of shares of Common Stock issued and outstanding, to a total of 11,869,746 shares of common stock reserved for issuance under the 2021 Omnibus Equity Incentive Plan.

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 Options

Stock option activity for employees and non-employees under the Equity Compensation Plans for the nine months ended September 30, 2022 was as follows:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding options, December 31, 2021		5,107,672		$	2.44		5.78	$	28,948,535
Granted		2,934,051		$	1.54
Forfeited		(503,274	)	$	4.51
Exercised		(90,264	)	$	0.85
Expired		(990	)	$	4.97
Outstanding options, September 30, 2022		7,447,195		$	1.97		6.27	$	353,850
Options vested and exercisable, September 30, 2022		4,057,684		$	1.47		3.47	$	353,850

Total unrecognized compensation cost related to non-vested stock options as of September 30, 2022 was approximately $5.1 million and is expected to be recognized within future operating results over a weighted-average period of 3.35 years.

The weighted average grant date fair value of options granted during the three months ended September 30, 2022 was $0.57 per share; no options were granted during the three months ended September 30, 2021. During the three months ended September 30, 2022 and 2021, 108,611 shares with a fair value totaling $478 thousand, and 120,626 shares with a fair value totaling $395 thousand, respectively, vested.

The weighted average grant date fair value of options granted during the nine months ended September 30, 2022 and 2021, was $0.78 per share and $5.21 per share, respectively. During the nine months ended September 30, 2022 and 2021, 314,380 shares with a fair value totaling $1.3 million, and 351,974 shares with a fair value totaling $1.3 million, respectively, vested.

The estimated fair value of stock options granted to employees and consultants during the three and nine months ended September 30, 2022 and 2021, were calculated using the Black-Scholes option-pricing model using the following assumptions:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022			2021	2022			2021
Expected volatility	97.4		%	*	78.0 - 97.4		%	75.9 - 104.3		%
Weighted-average volatility		97.4	%	*		94.1	%		98.1	%
Expected dividends	—		%	*	—		%	—		%
Expected term (in years)	5.77 - 6.08			*	5.50 - 6.08			6.25
Risk-free rate	3.55 - 3.56		%	*	1.38 - 3.56		%	0.14 - 0.59		%

* No options were granted during the three months ended September 30, 2021.

Restricted Stock

Stock award activity for employees and non-employees under the Equity Compensation Plans for the nine months ended September 30, 2022 was as follows:


	Number of shares		Weighted Average Grant Date Fair Value
Unvested as of December 31, 2021		—	$	—
Granted		350,000	$	1.72
Vested		—	$	—
Forfeited		—	$	—
Unvested as of September 30, 2022		350,000	$	1.72

Total unrecognized compensation cost related to non-vested stock awards as of September 30, 2022 was approximately $0.6 million and is expected to be recognized within future operating results over a weighted-average period of 3.71 years.

Stock-based compensation expense

Stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	165,607	$	211,841	$	683,646	$	726,245
General and administrative		412,596		668,823		1,362,018		936,965
Total	$	578,203	$	880,664	$	2,045,664	$	1,663,210

Fair Value Measurements

9 Months Ended

Sep. 30, 2022

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 tables present information about the Company's assets and liabilities that are measured at fair value on a recurring basis and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


	As of September 30, 2022
	Total		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrant liability	$	345,000	$	345,000	$	—	$	—
Private Placement Warrant liability		12,516		—		—		12,516
Total	$	357,516	$	345,000	$	—	$	12,516


	As of December 31, 2021
	Total		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrant liability	$	10,292,500	$	10,292,500	$	—	$	—
Private Placement Warrant liability		427,630		—		—		427,630
Total	$	10,720,130	$	10,292,500	$	—	$	427,630

Public Warrants

Each whole Public Warrant entitles the holder to purchase one 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 September 30, 2022, an aggregate of 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 September 30, 2022, an aggregate of 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 September 30, 2022 and December 31, 2021. The initial fair value of the warrant liabilities was 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 statements of operations for the three and nine months ended September 30, 2022.

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:


	September 30, 2022
Balance, December 31, 2021	$	427,630
Change in fair value of Private Placement Warrant liability		(317,072	)
Balance, March 31, 2022	$	110,558
Change in fair value of Private Placement Warrant liability		(62,580	)
Balance, June 30, 2022	$	47,978
Change in fair value of Private Placement Warrant liability	$	(35,462	)
Balance, September 30, 2022	$	12,516

The initial measurement on the Closing Date for the Public Warrant liability was approximately $6.3 million and the fair value of the Public Warrant liability increased by approximately $4.0 million during the year ended December 31, 2021. The fair value of the Public Warrant liability decreased by approximately $0.8 million and $9.9 million, respectively, for the three and nine months ended September 30, 2022.

The key inputs into the valuations as of September 30, 2022 and December 31, 2021 were as follows:


	September 30, 2022			December 31, 2021
Risk-free interest rate		4.15	%		1.24	%
Expected term remaining (years)		4.06			4.81
Implied volatility		76.5	%		43.0	%
Closing common stock price on the measurement date	$	0.70		$	7.81

As of September 30, 2022 and December 31, 2021, 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

9 Months Ended

Sep. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

(14) Income Taxes

The effective income tax rate for the nine months ended September 30, 2022 is 0%, compared with an effective tax rate of 0% for the year ended December 31, 2021. The calculation of the annual effective tax rate did not produce a reliable estimate, so the actual effective tax rate for the year-to-date period is used as the best estimate of the annual effective tax rate.

Starting in 2022, Tax Cuts and Jobs Act amendments to Internal Revenue Code Section 174 will no longer permit an immediate deduction for research and development expenditures in the tax year that such costs are incurred. The 2022 first quarter effective income tax rate was impacted by the Section 174 capitalization requirement combined with the restriction on net operating losses to only reduce taxable income by 80%.

The Company continues to record a valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $4.5 million during the nine months ended September 30, 2022. The Company has not recognized any reserves for uncertain tax positions.

- 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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://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 https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

+ Details

Related Party Transactions

9 Months Ended

Sep. 30, 2022

Related Party Transactions

(15) Related Party Transactions

For the three and nine months ended September 30, 2022, under the Related Party Transaction Policy the Company adopted in the fourth quarter of 2021, there were no related party transactions with beneficial owners of 5% or more of any class of the Company’s voting securities, immediate family members of any of the foregoing persons, and any entities in which any of the foregoing is an executive officer or is an owner of 5% or more ownership interest.

For the three and nine months ended September 30, 2021, preceding the Company's Merger and adoption of the aforementioned Related Party Transaction Policy, the Company had related party transactions as follows:

•

The Company paid consulting fees to a board member, Christine Hamilton, who is also a shareholder, of $0 and $25,000, respectively, during the three and nine months ended September 30, 2021.

•

The Company made lease and insurance payments to Dakota Ag Properties of approximately $67,000 and $301,000, respectively, during the three and nine months ended September 30, 2021. Dakota Ag Investments (part of Dakota Ag Properties) is a shareholder of the Company.

•

The Company made lab supply payments to Sanford Health (which is a shareholder of the Company) totaling approximately $15,000 and $93,000, respectively, during the three and nine months ended September 30, 2021.

Employee Benefit Plan

9 Months Ended

Sep. 30, 2022

Retirement Benefits [Abstract]

Employee Benefit Plan

(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. The Company has historically made matching contributions of 100% on 3% of the employee contributions, with an additional 50% match on the next 2% of employee contributions. The Company made contributions of approximately $91,000 and $67,000, respectively, during the three months ended September 30, 2022 and 2021 and approximately $350,000 and $245,000, respectively, during the nine months ended September 30, 2022 and 2021.

Commitments and Contingencies

9 Months Ended

Sep. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(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

9 Months Ended

Sep. 30, 2022

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 September 30, 2022 or December 31, 2021, 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 September 30, 2022 or December 31, 2021. 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. This project is on hold as the Company works to develop existing production capabilities at its current facilities sufficient to support its ongoing research and development plans.

Subsequent Events

9 Months Ended

Sep. 30, 2022

Subsequent Events [Abstract]

Subsequent Events

(19) Subsequent Events

Manufacturing Option Agreement with Emergent BioSolutions Canada, Inc

On October 26, 2022, the Company entered into a Manufacturing Option Agreement (the “Manufacturing Agreement”) and Right of First Refusal Agreement (the “RoFR Agreement,” and together with the Manufacturing Agreement, the “Emergent Agreements”) with Emergent BioSolutions Canada, Inc., a wholly-owned subsidiary of Emergent BioSolutions Inc. (“Emergent”). The Emergent Agreements contemplate that the Company and Emergent will enter into one or more binding Master Manufacturing Services Agreements, whereby Emergent will provide contract development and manufacturing services to produce the Company’s fully-human polyclonal antibody products (a “MSA”). Under the terms of an MSA, Emergent will provide end-to-end Good Manufacturing Practice manufacturing services to the Company, including process development and manufacturing clinical investigational drug product to support the Company’s clinical programs, and commercial manufacturing services upon regulatory approval of the Company’s therapeutics. Any MSA will also provide the opportunity for Emergent to utilize the Company’s novel DiversitAb™ platform for future development of undisclosed programs. Emergent may terminate the Emergent Agreements at its discretion until a definitive MSA is entered into between the parties.

Under the Manufacturing Agreement, the Company grants Emergent an exclusive option for the exclusive commercial manufacture of commercial stage product utilizing the Company’s humanized polyclonal antibodies, developed by the Company. The Company will notify Emergent at least 24 months in advance of its first commercial manufacturing needs for such product and at least 12 months in advance for each additional product (subject to certain customary exceptions). Emergent may then exercise the exclusive manufacturing option with respect to such product identified by the Company, and when Emergent determines it has the ability and capacity to manufacture such product, Emergent shall notify the Company within 60 days of its intent to exercise the option for such

product. The parties will execute a definitive MSA, in substantially the form attached as Exhibit A to the Manufacturing Agreement, for each such customer product.

Under the RoFR Agreement, the Company grants Emergent an exclusive right of first refusal to license and develop the Company’s products, developed using humanized polyclonal antibodies based on the Company’s platform to treat (i) botulism anti-toxin, (ii) pandemic influenza, or (iii) anti-fungal diseases.

Amendment to Lease Agreement with Sanford Health

On October 11, 2022, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Amended and Restated Lease Agreement (as amended by the Fourth Amendment, the “Sanford Lease Agreement”) with Sanford Health, a South Dakota non-profit corporation (the “Sanford Health”). The Fourth Amendment, among other things, reduces the Company’s leased area under the Sanford Lease Agreement to 21,014 square feet. The Fourth Amendment reduces the rent due under the Sanford Lease Agreement to $531,024 (the “Annual Rent”), payable in monthly installments of $44,252.

Additionally, pursuant to the Fourth Amendment, the Company and Sanford Health agreed that for the period of October 1, 2022 to September 30, 2023, the Company’s obligation to pay the Annual Rent shall be abated and not required to be paid when normally due (the “Abated Rent”). In exchange for the Abated Rent, effective as of October 1, 2022, the Company issued to Sanford Health an 8% unsecured, convertible promissory note (the “October Note”).

Pursuant to the October Note, the Company shall pay the sum of $541,644 (the “Principal”) plus accrued and unpaid interest thereon on September 31, 2024 (the “Maturity Date”). Simple interest shall accrue on the outstanding Principal from and after the date of the October Note, and shall be payable on the Maturity Date. Sanford Health shall have the right, but not the obligation, to convert all or any part of the outstanding Principal of the October Note, together with any accrued and unpaid interest thereon to the date of such conversion, into such number of fully paid and non-assessable shares of the Company’s common stock, at any time and from time to time, prior to the later of the Maturity Date and the date on which the October Note is paid in full, subject to certain restrictions, at a conversion price per share of Common Stock equal to greater of (x) $1.50 and (y) the price at which the Company sells shares of common stock in any bona fide private or public equity financing prior to the Maturity Date.

Nasdaq Notice Letter

On October 5, 2022, the Company received the Notice Letter from Nasdaq indicating that the Company was not in compliance with Nasdaq Listing Rule 5450(a)(1), as the closing bid price for our common stock was below the $1.00 per share requirement for the last 30 consecutive business days. The Notice Letter stated that the Company has until the end of the Initial Compliance to regain compliance with the minimum bid price requirement, which Initial Compliance period is 180 calendar days, or until April 3, 2023. If the Company does not regain compliance by the end of the Initial Compliance Period, the Company may apply for an additional compliance period as provided for in the Notice Letter.

Nasdaq’s determination of whether the Company qualifies for an additional compliance period will depend on whether the Company will meet the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing on the Nasdaq Capital Market, with the exception of the minimum bid price requirement, and a written notice of our intention to cure the deficiency during the additional compliance period by effecting a reverse stock split, if necessary.

The Notice Letter has no immediate effect on the listing of our common stock on The Nasdaq Global Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company can regain compliance if the closing bid price of our common stock is at least $1.00 for a minimum of 10 consecutive business days. In the event that the Company does not regain compliance with Listing Rule 5450(a)(1) prior to the expiration of the Initial Compliance Period (or additional compliance period, if applicable), the Company will receive written notification that our securities are subject to delisting.

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2022

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.

Emerging Growth Company Status

Emerging growth company status

Principles of consolidation

Significant risks and uncertainties

reserves and anticipated cash receipts will not be sufficient to fund operations for the twelve months following the date these financials are made available for issuance.

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.


	September 30, 2022		September 30, 2021
Cash and cash equivalents	$	8,332,188	$	10,750,762
Restricted cash		—		—
Total cash, cash equivalents, and restricted cash	$	8,332,188	$	10,750,762

Accounts receivable

Concentration of credit risk

The Company received 100% of its total revenue through grants from government organizations during the three and nine months ended September 30, 2022 and 2021.

Lease liabilities and right-of-use assets

Research and development expenses

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

Stock-based compensation

Income taxes

Revenue recognition

The Company’s revenue is primarily generated through grants from government and other (non-government) organizations.

Comprehensive income (loss)

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

Litigation

Earnings per share

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)

9 Months Ended

Sep. 30, 2022

Accounting Policies [Abstract]

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


	September 30, 2022		September 30, 2021
Cash and cash equivalents	$	8,332,188	$	10,750,762
Restricted cash		—		—
Total cash, cash equivalents, and restricted cash	$	8,332,188	$	10,750,762

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

Earnings per share (Tables)

9 Months Ended

Sep. 30, 2022

Earnings Per Share [Abstract]

Schedule of Earnings per Share


	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Calculation of basic and diluted loss per share attributable to the Company’s shareholders
Net loss attributable to the Company’s shareholders	$	(7,076,068	)	$	(4,061,190	)	$	(10,866,209	)	$	(5,593,035	)
Weighted-average common shares outstanding – basic and diluted		43,030,885			25,973,406			43,042,379			25,973,406
Net loss per share, basic and diluted	$	(0.16	)	$	(0.16	)	$	(0.25	)	$	(0.22	)

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

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Stock options and awards		1,004,845		2,570,978		2,181,361		2,077,499
Common stock warrants		5,958,600		—		5,958,600		—
Earnout Shares (1)		10,491,937		—		10,491,937		—
Contingently issuable Earnout Shares from unexercised Rollover Options		1,508,063		—		1,508,063		—
Total		18,963,445		2,570,978		20,139,961		2,077,499

(1)

Equipment (Tables)

9 Months Ended

Sep. 30, 2022

Property, Plant and Equipment [Line Items]

Schedule of Construction-in-Progress

As of September 30, 2022 and December 31, 2021, the Company’s equipment was as follows:


	September 30, 2022			December 31, 2021
Laboratory equipment	$	8,801,250		$	7,431,988
Animal facility		8,357,667			8,357,667
Animal facility equipment		1,141,213			1,253,879
Construction-in-progress		404,976			4,608,778
Leasehold improvements		9,280,795			5,700,364
Vehicles		192,683			135,593
Office furniture and equipment		1,233,038			46,202
Total Property, plant and equipment, gross		29,411,622			27,534,471
Less: accumulated depreciation and amortization		(5,379,714	)		(3,220,016	)
Property, plant and equipment, net	$	24,031,908		$	24,314,455

Construction-in-Progress [Member]

Property, Plant and Equipment [Line Items]

Schedule of Construction-in-Progress


	September 30, 2022		December 31, 2021
New office space at Headquarters	$	14,859	$	11,183
Laboratory space at Headquarters		—		2,506,482
Laboratory equipment at Headquarters		171,781		246,801
IT equipment at Headquarters		80,525		212,209
Software		137,811		137,811
Bioreactors		—		1,280,728
Other		—		213,564
Total construction-in-progress	$	404,976	$	4,608,778

Leases (Tables)

9 Months Ended

Sep. 30, 2022

Leases [Abstract]

Estimated Useful Lives of 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 September 30, 2022 are:


	Operating			Finance
Weighted-average remaining lease term	1.69 years			16.13 years
Weighted-average discount rate		4.78	%		7.72	%

Schedule of Undiscounted Future Minimum Lease Payments


	Operating			Finance
2022 - remaining	$	315,726		$	110,994
2023		1,197,025			406,339
2024		535,944			401,496
2025		—			401,496
2026		—			401,496
Thereafter		—			4,784,494
Undiscounted future minimum lease payments		2,048,695			6,506,315
Less: Amount representing interest payments		(73,058	)		(2,702,883	)
Total lease liabilities		1,975,637			3,803,432
Less current portion		(1,212,862	)		(140,891	)
Noncurrent lease liabilities	$	762,775		$	3,662,541

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2022

Payables and Accruals [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

As of September 30, 2022 and December 31, 2021, accrued expenses and other current liabilities consisted of the following:


	September 30, 2022		December 31, 2021
Accrued vacation	$	563,726	$	552,629
Accrued payroll		211,563		674,858
Accrued construction-in-progress		14,859		548,988
Accrued supplies		391,906		709,027
Accrued consulting		67,497		179,082
Accrued clinical trial expense		343,766		423,634
Accrued outside laboratory services		675,064		128,752
Accrued bonus & severance		1,793,676		1,804,288
Accrued contract manufacturing		—		1,000,824
Accrued legal		720,154		833,646
Accrued financing fees payable		5,123,500		5,100,000
Accrued franchise tax payable		82,501		216,251
Other accrued expenses		250,000		283,909
	$	10,238,212	$	12,455,888

Stock Option Plans (Tables)

9 Months Ended

Sep. 30, 2022

Share-Based Payment Arrangement [Abstract]

Summary of Stock Options

Stock option activity for employees and non-employees under the Equity Compensation Plans for the nine months ended September 30, 2022 was as follows:


	Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)		Aggregate Intrinsic Value
Outstanding options, December 31, 2021		5,107,672		$	2.44		5.78	$	28,948,535
Granted		2,934,051		$	1.54
Forfeited		(503,274	)	$	4.51
Exercised		(90,264	)	$	0.85
Expired		(990	)	$	4.97
Outstanding options, September 30, 2022		7,447,195		$	1.97		6.27	$	353,850
Options vested and exercisable, September 30, 2022		4,057,684		$	1.47		3.47	$	353,850

Summary of Assumptions Used to Calculate Estimated Fair Value of Stock Options


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022			2021	2022			2021
Expected volatility	97.4		%	*	78.0 - 97.4		%	75.9 - 104.3		%
Weighted-average volatility		97.4	%	*		94.1	%		98.1	%
Expected dividends	—		%	*	—		%	—		%
Expected term (in years)	5.77 - 6.08			*	5.50 - 6.08			6.25
Risk-free rate	3.55 - 3.56		%	*	1.38 - 3.56		%	0.14 - 0.59		%

* No options were granted during the three months ended September 30, 2021.

Summary of Restricted Stock

Stock award activity for employees and non-employees under the Equity Compensation Plans for the nine months ended September 30, 2022 was as follows:


	Number of shares		Weighted Average Grant Date Fair Value
Unvested as of December 31, 2021		—	$	—
Granted		350,000	$	1.72
Vested		—	$	—
Forfeited		—	$	—
Unvested as of September 30, 2022		350,000	$	1.72

Schedule of Stock-based Compensation Expense

Stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021 was as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2022		2021		2022		2021
Research and development	$	165,607	$	211,841	$	683,646	$	726,245
General and administrative		412,596		668,823		1,362,018		936,965
Total	$	578,203	$	880,664	$	2,045,664	$	1,663,210

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2022

Fair Value Disclosures [Abstract]

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


	As of September 30, 2022
	Total		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrant liability	$	345,000	$	345,000	$	—	$	—
Private Placement Warrant liability		12,516		—		—		12,516
Total	$	357,516	$	345,000	$	—	$	12,516


	As of December 31, 2021
	Total		Quoted Prices In Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Liabilities:
Public Warrant liability	$	10,292,500	$	10,292,500	$	—	$	—
Private Placement Warrant liability		427,630		—		—		427,630
Total	$	10,720,130	$	10,292,500	$	—	$	427,630

Summary of Changes in Level 3 Fair Value Measurements

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


	September 30, 2022
Balance, December 31, 2021	$	427,630
Change in fair value of Private Placement Warrant liability		(317,072	)
Balance, March 31, 2022	$	110,558
Change in fair value of Private Placement Warrant liability		(62,580	)
Balance, June 30, 2022	$	47,978
Change in fair value of Private Placement Warrant liability	$	(35,462	)
Balance, September 30, 2022	$	12,516

Schedule of Key Inputs into Monte Carlo Simulation

The key inputs into the valuations as of September 30, 2022 and December 31, 2021 were as follows:


	September 30, 2022			December 31, 2021
Risk-free interest rate		4.15	%		1.24	%
Expected term remaining (years)		4.06			4.81
Implied volatility		76.5	%		43.0	%
Closing common stock price on the measurement date	$	0.70		$	7.81

Nature of Business (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 39,995,152	$ 29,128,951

Summary of Significant Accounting Policies (Details Narrative)	3 Months Ended		9 Months Ended
	Sep. 30, 2022 USD ($) $ / shares	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Segment $ / shares	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($) $ / shares	Oct. 22, 2021 $ / shares shares
Product Information [Line Items]
Common stock par value \| $ / shares	$ 0.0001		$ 0.0001		$ 0.0001
Amounts held in escrow	$ 0		$ 0		$ 6,338,306
Allowance for doubtful accounts	0		0		0
Impairment of long lived assets	$ 0	$ 0	$ 0	$ 0
Number of reporting segments \| Segment			1
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
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%	100.00%	100.00%	100.00%
Forward Share Purchase Agreement [Member]
Product Information [Line Items]
Amounts held in escrow					$ 6,300,000

Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Sep. 30, 2021	Dec. 31, 2020
Accounting Policies [Abstract]
Cash and cash equivalents	$ 8,332,188	$ 33,206,712	$ 10,750,762
Restricted cash	0	6,338,306
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 8,332,188	$ 39,545,018	$ 10,750,762	$ 12,610,383

Schedule of Estimated Useful Lives (Details)	9 Months Ended
Schedule of Estimated Useful Lives (Details)	Sep. 30, 2022
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]
Equipment description	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)	Sep. 30, 2022
ASU 2021-04 [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, 2022
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true
ASU 2021-05 [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, 2022
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]	true
ASU 2021-10 [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, 2022
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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+ Details

Reverse Recapitalization and Business Combination (Details Narrative) - USD ($)			9 Months Ended	12 Months Ended
	Oct. 22, 2021	Oct. 12, 2021	Sep. 30, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Common stock par value			$ 0.0001	$ 0.0001
Net assets acquired and adjusted to forward share purchase liability		$ 13,098,599		$ 6,338,306
Forward share purchase liability settlement amount			$ 817,060
Restricted cash			$ 0	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]
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
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
Restricted cash				6,300,000
Payment for repurchase common stock				$ 5,500,000
Repurchase of common stock shares				546,658
Big Cypress Acquisition Corp [Member]
Business Acquisition [Line Items]
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]
Number of shares issued or issuable to acquire entity	36,465,343
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, issued	10,491,937
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

Revenue (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended		24 Months Ended		48 Months Ended
Revenue (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Aug. 31, 2021	Mar. 31, 2021	Jul. 31, 2021	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Grant income	$ 731,248	$ (70,836)	$ 10,191,399	$ 455,936
Accounts receivable, net	12,942,037		12,942,037					$ 8,010,708
Government [Member]
Disaggregation of Revenue [Line Items]
Revenue	3,600,000	14,600,000	21,700,000	49,800,000
Grant						$ 1,500,000
Grant income	$ 150,000	13,000	281,000	41,000
Remaining grant			533,000
Contract cost			$ 204,000,000
Revenue remaining percentage	9.00%		9.00%
Accounts receivable, net	$ 12,700,000		$ 12,700,000
Government [Member] \| National Institute of Health [Member]
Disaggregation of Revenue [Line Items]
Grant					$ 1,400,000
Grant income	0	306,000	30,000	457,000
Remaining grant			184,000
Government [Member] \| Geneva Foundation [Member]
Disaggregation of Revenue [Line Items]
Grant							$ 2,700,000
Grant income	39,000	24,000	88,000	72,000
Remaining grant			1,400,000
Government [Member] \| Advanced Technology International [Member]
Disaggregation of Revenue [Line Items]
Grant			25,000,000
Grant income	$ 3,400,000	$ 14,300,000	$ 21,300,000	$ 49,200,000

Schedule of Earnings per Share (Details) - USD ($)	3 Months Ended		9 Months Ended
Schedule of Earnings per Share (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Earnings Per Share [Abstract]
Net loss attributable to the Company's shareholders	$ (7,076,068)	$ (4,061,190)	$ (10,866,209)	$ (5,593,035)
Weighted-average common shares outstanding – basic	43,030,885	25,973,406	43,042,379	25,973,406
Weighted-average common shares outstanding - diluted	43,030,885	25,973,406	43,042,379	25,973,406
Net loss per share, basic	$ (0.16)	$ (0.16)	$ (0.25)	$ (0.22)
Net loss per share, diluted	$ (0.16)	$ (0.16)	$ (0.25)	$ (0.22)

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

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Summary of Anti-dilutive Shares Excluded from Calculation of Diluted Net Loss per Share (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, Total	18,963,445	2,570,978	20,139,961	2,077,499
Stock Options and Awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, Total	1,004,845	2,570,978	2,181,361	2,077,499
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		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		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		1,508,063

Schedule of Equipment (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	$ 29,411,622	$ 27,534,471
Less: accumulated depreciation and amortization	(5,379,714)	(3,220,016)
Property, plant and equipment, net	24,031,908	24,314,455
Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	8,801,250	7,431,988
Animal Facility [Member]
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	8,357,667	8,357,667
Animal Facility Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	1,141,213	1,253,879
Construction-in-Progress [Member]
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	404,976	4,608,778
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	9,280,795	5,700,364
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	192,683	135,593
Office Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Total Property, plant and equipment, gross	$ 1,233,038	$ 46,202

Equipment (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Equipment (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Property, Plant and Equipment [Abstract]
Depreciation and amortization expense	$ 885,195	$ 369,366	$ 2,270,621	$ 868,630
Property, plant and equipment, useful life			3 years
Acquisition costs			$ 5,000

Schedule of Construction-in-Progress (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Total construction-in-progress	$ 404,976	$ 4,608,778
Construction in Progress [Member] \| New Office Space [Member]
Property, Plant and Equipment [Line Items]
Total construction-in-progress	14,859	11,183
Construction in Progress [Member] \| Laboratory Space [Member]
Property, Plant and Equipment [Line Items]
Total construction-in-progress		2,506,482
Construction in Progress [Member] \| Laboratory Equipment [Member]
Property, Plant and Equipment [Line Items]
Total construction-in-progress	171,781	246,801
Construction in Progress [Member] \| IT Equipment [Member]
Property, Plant and Equipment [Line Items]
Total construction-in-progress	80,525	212,209
Construction in Progress [Member] \| Software [Member]
Property, Plant and Equipment [Line Items]
Total construction-in-progress	$ 137,811	137,811
Construction in Progress [Member] \| Bioreactors [Member]
Property, Plant and Equipment [Line Items]
Total construction-in-progress		1,280,728
Construction in Progress [Member] \| Other [Member]
Property, Plant and Equipment [Line Items]
Total construction-in-progress		$ 213,564

Leases (Details Narrative)	1 Months Ended			3 Months Ended		9 Months Ended
Leases (Details Narrative)	Mar. 31, 2019 USD ($) Agreement	Dec. 31, 2018 USD ($) gal	Jul. 31, 2018 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($) Period	Sep. 30, 2021 USD ($)
Lessee, Lease, Description [Line Items]
Finance lease right of use asset amortization				$ 25,000	$ 41,000	$ 98,000	$ 124,000
Finance lease interest expense				71,000	78,000	214,000	228,000
Operating lease payments				309,000	285,000	930,000	836,000
Finance lease cash payments				$ 103,000	131,000	$ 334,000	372,000
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
Purchase of 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
Lease payback construction 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
Purchase of 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
Operating lease amended period						2022-07
Operating lease existence of option to extend [true false]						false
Operating lease payments per month						$ 66,993
Lease termination description						This lease can be terminated with one year advance written notice.
Operating lease liablity discount rate				4.54%		4.54%
Office, Laboratory, and Warehouse [Member]
Lessee, Lease, Description [Line Items]
Operating lease commencement period						2020-11
Operating lease existence of option to extend [true false]						true
Operating lease number of option to extended additional period \| Period						3
Operating lease option to extended additional period						3 years
Operating lease liablity discount rate				4.83%		4.83%
Operating lease term				3 years		3 years
Lease cost per month						$ 38,872
Barn Space [Member]
Lessee, Lease, Description [Line Items]
Operating lease commencement period						2020-04
Operating lease liablity discount rate				4.08%		4.08%
Operating lease term				2 years		2 years
Lease cost per month						$ 678	665
Research and Development Expense [Member]
Lessee, Lease, Description [Line Items]
Operating lease expense				$ 304,000	$ 268,000	$ 889,000	$ 789,000

Leases - Estimated Useful Lives of Finance Lease Assets (Details)	9 Months Ended
	Sep. 30, 2022
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)	Sep. 30, 2022
Leases [Abstract]
Weighted-average remaining operating lease term	1 year 8 months 8 days
Weighted-average remaining finance lease term	16 years 1 month 17 days
Weighted-average operating lease discount rate	4.78%
Weighted-average finance discount rate	7.72%

Leases - Schedule of Undiscounted Future Minimum Lease Payments (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Operating Lease
Operating Lease 2022 - remaining	$ 315,726
Operating Lease 2023	1,197,025
Operating Lease 2024	535,944
Operating lease Undiscounted future minimum lease payments	2,048,695
Less:Operating Lease Amount representing interest payments	(73,058)
Total Operating lease liabilities	1,975,637
Less current portion of Operating Lease	(1,212,862)	$ (1,142,413)
Noncurrent Operating lease liabilities	762,775	1,653,185
Finance Lease
Finance Lease 2022 - remaining	110,994
Finance Lease 2023	406,339
Finance Lease 2024	401,496
Finance Lease 2025	401,496
Finance Lease 2026	401,496
Finance Leases Thereafter	4,784,494
Finance lease Undiscounted future minimum lease payments	6,506,315
Less: Finance lease Amount representing interest payments	(2,702,883)
Total finance lease liabilities	3,803,432
Less current portion of finance Lease	(140,891)	(161,050)
Noncurrent finance lease liabilities	$ 3,662,541	$ 3,762,430

Schedule of Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accrued vacation	$ 563,726	$ 552,629
Accrued payroll	211,563	674,858
Accrued construction-in-progress	14,859	548,988
Accrued supplies	391,906	709,027
Accrued consulting	67,497	179,082
Accrued clinical trial expense	343,766	423,634
Accrued outside laboratory services	675,064	128,752
Accrued bonus & severance	1,793,676	1,804,288
Accrued contract manufacturing		1,000,824
Accrued legal	720,154	833,646
Accrued financing fees payable	5,123,500	5,100,000
Accrued franchise tax payable	82,501	216,251
Other accrued expenses	250,000	283,909
Total	$ 10,238,212	$ 12,455,888

Notes Payable (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended	12 Months Ended
Notes Payable (Details Narrative) - USD ($)	Apr. 30, 2020	Sep. 30, 2021	Dec. 31, 2017	Sep. 30, 2022	Dec. 31, 2021
Short-Term Debt [Line Items]
Gain on extinguishment of debt		$ 665,596
Tractor [Member]
Short-Term Debt [Line Items]
Interest rate			3.60%
Loan payable				$ 25,013	$ 25,013
Monthly payment of loan			$ 25,913
Purchase of assets			$ 116,661
PPP Loan [Member]
Short-Term Debt [Line Items]
Interest rate	1.00%
Proceeds from bank loan	$ 661,612
Debt instrument maturity month and year	2022-04
Gain on extinguishment of debt		$ 665,596

Preferred Stock (Details Narrative) - USD ($)	9 Months Ended
Preferred Stock (Details Narrative) - USD ($)	Sep. 30, 2022	Dec. 31, 2021	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
Conversion Ratio Description	The effective conversion rate as of December 31, 2020 was 1:1.
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
Preferred stock, redemption price per share	$ 5
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 ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
	Jan. 01, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Oct. 22, 2021	Dec. 31, 2019	Aug. 05, 2014
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of stock options Vested during the period		108,611	120,626	314,380	351,974
Weighted average grant date fair value of options granted		$ 0.57		$ 0.78	$ 5.21
Number of stock options granted			0	2,934,051
Fair value of stock options vested during the period		$ 478	$ 395	$ 1,300	$ 1,300
Unrecognized compensation expense		5,100		$ 5,100
Unrecognized compensation expected to be recognized weighted-average period				3 years 4 months 6 days
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unrecognized compensation expected to be recognized weighted-average period				3 years 8 months 15 days
Unrecognized compensation cost related to non-vested stock awards		$ 600		$ 600
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		11,869,746		11,869,746		11,000,000
Increase in common stock, capital shares reserved for future issuance	869,746
Common stock reserved for future issuance increased, percentage				2.00%

Summary of Stock Options (Details) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Summary of Stock Options (Details) - USD ($)	Sep. 30, 2021	Sep. 30, 2022	Dec. 31, 2021
Share-Based Payment Arrangement [Abstract]
Number of Stock Options Outstanding, at Beginning of Period		5,107,672
Number of Stock Options, Granted	0	2,934,051
Number of Stock Options, Forfeited		503,274
Number of Stock Options, Exercised		90,264
Number of Stock Option, Expired		990
Number of Stock Options Outstanding, at End of Period		7,447,195	5,107,672
Options vested and exercisable at September 30, 2022		4,057,684
Weighted Average Exercise Price Per Share, at Beginning of Period		$ 2.44
Weighted Average Exercise Price Per Share, Granted		1.54
Weighted Average Exercise Price Per Share, Forfeited		4.51
Weighted Average Exercise Price Per Share, Exercised		0.85
Weighted Average Exercise Price Per Share, Expired		4.97
Weighted Average Exercise Price, at End of Period		1.97	$ 2.44
Weighted Average Exercise Price vested and exercisable at September 30, 2022		$ 1.47
Weighted-Average Remaining Contractual Life (in years), Options outstanding		6 years 3 months 7 days	5 years 9 months 10 days
Weighted-Average Remaining Contractual Life (in years), Options vested and exercisable at September 30, 2022		3 years 5 months 19 days
Aggregate intrinsic value, outstanding		$ 353,850	$ 28,948,535
Aggregate Intrinsic Value, Options vested and exercisable at September 30, 2022		$ 353,850

Summary of Assumptions Used to Calculate Estimated Fair Value of Stock Option (Details)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022	Sep. 30, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected volatility	97.40%
Expected volatility, minimum		78.00%	75.90%
Expected volatility, maximum		97.40%	104.30%
Weighted-average volatility	97.40%	94.10%	98.10%
Expected term (in years)			6 years 3 months
Risk-free rate, minimum	3.55%	1.38%	0.14%
Risk-free rate, maximum	3.56%	3.56%	0.59%
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	5 years 9 months 7 days	5 years 6 months
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected term (in years)	6 years 29 days	6 years 29 days

Summary of Assumptions Used to Calculate Estimated Fair Value of Stock Option (Parenthetical) (Details) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2021	Sep. 30, 2022
Share-Based Payment Arrangement [Abstract]
Number of stock options granted	0	2,934,051

Stock Option Plans - Summary of Restricted Stock (Details) - Restricted Stock [Member]	9 Months Ended
	Sep. 30, 2022 $ / shares shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares, Granted \| shares	350,000
Number of unvested shares, End of Period \| shares	350,000
Weighted Average Grant Date Fair Value, Granted \| $ / shares	$ 1.72
Weighted Average Grant Date Fair Value, End of Period \| $ / shares	$ 1.72

Schedule of Stock-based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 578,203	$ 880,664	$ 2,045,664	$ 1,663,210
Research and Development Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	165,607	211,841	683,646	726,245
General and Administrative Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total	$ 412,596	$ 668,823	$ 1,362,018	$ 936,965

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Public Warrants Liability	$ 345,000	$ 10,292,500
Private Placement Warrants Liability	12,516	427,630
Fair value of liabilities	357,516	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	345,000	10,292,500
Fair value of liabilities	345,000	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	12,516	427,630
Fair value of liabilities	$ 12,516	$ 427,630

Summary of Changes in Level 3 Fair Value Measurements (Details) - Fair Value, Inputs, Level 3 [Member] - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2022
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair value liabilities, Beginning balance			$ 427,630	$ 427,630
Changes in fair value of Private Placement Warrant liability	$ (35,462)	$ (62,580)	(317,072)
Fair value of liabilities, Ending balance	$ 12,516	$ 47,978	$ 110,558	$ 12,516

Fair Value Measurements (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Fair Value Measurements (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2022	Dec. 31, 2021
Recurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets fair value disclosure	$ 0	$ 0	$ 0
Liabilities fair value disclosure	$ 0	$ 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	$ 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	5,750,000
Initial Measurement on the Closing Date			6,300,000
Changes in fair value of Private Placement Warrant liability	$ (800,000)	$ (9,900,000)	$ 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	$ 11.50
Private Placement Warrants [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Warrants outstanding	208,600	208,600

Schedule of Key Inputs into Monte Carlo Simulation (Details)	Sep. 30, 2022 $ / shares	Dec. 31, 2021 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Initial measurement inputs, expected term remaining (years)	4 years 21 days	4 years 9 months 21 days
Closing common stock price on the measurement date	$ 0.70	$ 7.81
Risk-Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Initial measurement inputs	0.0415	0.0124
Implied Volatility [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Initial measurement inputs	0.765	0.430

Income Taxes (Details Narrative) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Millions	Sep. 30, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Effective income tax rate	0.00%	0.00%
TCJA amendments description	Starting in 2022, Tax Cuts and Jobs Act amendments to Internal Revenue Code Section 174 will no longer permit an immediate deduction for research and development expenditures in the tax year that such costs are incurred. The 2022 first quarter effective income tax rate was impacted by the Section 174 capitalization requirement combined with the restriction on net operating losses to only reduce taxable income by 80%.
Increase (decrease) in valuation allowance of deferred tax assets	$ 4.5
Net operating losses to reduce taxable income, percentage	80.00%

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Related Party Transaction [Line Items]
Consulting fees		$ 0		$ 25,000
Lease payments	$ 309,000	285,000	$ 930,000	836,000
Beneficial owners percentage	5.00%		5.00%
Ownership interest percentage	5.00%		5.00%
Dakota Ag Properties [Member]
Related Party Transaction [Line Items]
Lease and insurance payments		67,000		301,000
Sanford Health Corporation [Member]
Related Party Transaction [Line Items]
Lease payments		$ 15,000		$ 93,000

Employee Benefit Plan (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Employee Benefit Plan (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021
Retirement Benefits [Abstract]
Percentage of employee contribution matching contribution			50.00%	100.00%
Percentage of employee contribution			2.00%	3.00%
Employee contribution amount	$ 91,000	$ 67,000	$ 350,000	$ 245,000

Joint Development Agreement (Details Narrative)	1 Months Ended	3 Months Ended		9 Months Ended		12 Months Ended
Joint Development Agreement (Details Narrative)	Jun. 30, 2019 USD ($) SquareFeet	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Lease payments		$ 309,000	$ 285,000	$ 930,000	$ 836,000
Design costs expense		$ 7,352,978	$ 15,070,265	29,300,405	$ 46,535,671
University of South Dakota Research Park Inc [Member]
Defined Benefit Plan Disclosure [Line Items]
Number of lease agreement square feet \| SquareFeet	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)					3 Months Ended		9 Months Ended
Subsequent Events (Details Narrative)	Oct. 26, 2022	Oct. 11, 2022 USD ($) ft²	Oct. 05, 2022 $ / shares	Oct. 01, 2022 USD ($) $ / shares	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)
Subsequent Event [Line Items]
Rent due on annual basis					$ 309,000	$ 285,000	$ 930,000	$ 836,000
Sanford Health [Member]
Subsequent Event [Line Items]
Rent due on annual basis						$ 15,000		$ 93,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Closing bid price of common stock, minimum requirement \| $ / shares			$ 1.00
Number of consecutive business days			30 days
Initial compliance period			180 days
Initial compliance date			Apr. 03, 2023
Subsequent Event [Member] \| Manufacturing Agreement [Member]
Subsequent Event [Line Items]
Minimum notice period for first commercial manufacturing needs	24 months
Minimum notice period for each additional product	12 months
Notice period for intent to exercise manufacturing option	60 days
Subsequent Event [Member] \| Sanford Health [Member] \| Fourth Amendment to Amended and Restated Lease Agreement [Member]
Subsequent Event [Line Items]
Area of property leased \| ft²		21,014
Rent due on annual basis		$ 531,024
Rent due on monthly basis		$ 44,252
Subsequent Event [Member] \| October Note [Member] \| Sanford Health [Member]
Subsequent Event [Line Items]
Interest rate				8.00%
Debt instrument, principal amount				$ 541,644
Debt instrument, maturity date				Sep. 30, 2024
Debt instrument, conversion price per share \| $ / shares				$ 1.50
Subsequent Event [Member] \| Minimum [Member]
Subsequent Event [Line Items]
Closing bid price of common stock, minimum requirement \| $ / shares			$ 1.00
Number of consecutive business days			10 days