0001437749-23-014634 | 10-Q | XBRL Viewer

Commitments and Contingencies Disclosure [Text Block]

(16) 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.

Note 17 -Subsequent Events	3 Months Ended
Mar. 31, 2023
Notes to Financial Statements
Subsequent Events [Text Block]	(17) Subsequent Events The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements. The Company has no subsequent events that occurred that would require disclosure in, or would be recognized in, these consolidated financial statements.

Note 17 -Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Text Block]

(17) Subsequent Events

The Company has evaluated subsequent events through the date of issuance of these consolidated financial statements. The Company has no subsequent events that occurred that would require disclosure in, or would be recognized in, these consolidated financial statements.

Note 12 - Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

	*As of March 31, 2023*
	*Total*		*Quoted Prices In Active Markets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Other Unobservable Inputs (Level 3)*
Liabilities:
Public Warrant liability	$	230,000	$	230,000	$	—	$	—
Private Placement Warrant liability		8,344		—		—		8,344
Total	$	238,344	$	230,000	$	—	$	8,344

	*As of December 31, 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	$	310,500	$	310,500	$	—	$	—
Private Placement Warrant liability		10,430		—		—		10,430
Total	$	320,930	$	310,500	$	—	$	10,430

Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Table Text Block]

	March 31, 2023
Balance, December 31, 2022	$	10,430
Change in fair value of Private Placement Warrant liability		(2,086	)
Balance, March 31, 2023	$	8,344

Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]

	March 31, 2023			December 31, 2022
Risk-free interest rate		3.75	%		4.00	%
Expected term remaining (years)		3.56			3.81
Implied volatility		94.0	%		82.0	%
Closing common stock price on the measurement date	$	0.44		$	0.59

	Initial
	Measurement
Risk-free interest rate		3.62	%
Expected term remaining (years)		5.00
Implied volatility		89.0	%
Closing common stock price on the measurement date, less discount for lack of marketability (1)	$	0.66

	*Initial*
	*Measurement*
Risk-free interest rate		3.98	%
Expected term remaining (years)		3.00
Implied volatility		94.0	%
Closing common stock price on the measurement date	$	0.52

Note 4 - Revenue (Details Textual) - USD ($) $ in Thousands	3 Months Ended
Note 4 - Revenue (Details Textual) - USD ($) $ in Thousands	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2021	Sep. 01, 2019	Aug. 01, 2019	Apr. 01, 2019	Aug. 01, 2017
Governmental Grants [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 600	$ 11,800
National Institute of Health [Member]
Revenue from Contract with Customer, Including Assessed Tax	0	27
Deferred Revenue, Total				$ 1,400
Federal Award [Member]
Revenue from Contract with Customer, Including Assessed Tax	192	13
Deferred Revenue, Total	237					$ 1,500
Geneva Foundation [Member]
Revenue from Contract with Customer, Including Assessed Tax	236	23
Deferred Revenue, Total	226						$ 2,700
Advanced Technology International [Member]
Revenue from Contract with Customer, Including Assessed Tax	$ 153	$ 11,700
Deferred Revenue, Total			$ 203,600		$ 25,000
Revenue, Remaining Performance Obligation, Percentage	9.00%

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 2 - Summary of Significant Accounting Policies - Estimated Useful Life (Details)	Mar. 31, 2023	Apr. 02, 23
Useful life (Year)		3 years
Animal Facility Equipment [Member]
Useful life (Year)	7 years
Laboratory Equipment [Member]
Useful life (Year)	7 years
Office Equipment [Member]
Useful life (Year)	5 years
Vehicles [Member]
Useful life (Year)	5 years

Note 5 - Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	*Three Months Ended March 31,*
	*2023*			*2022*
Calculation of basic and diluted earnings (loss) per share attributable to the Company’s shareholders
Net income (loss) attributable to the Company’s shareholders	$	(7,353,820	)	$	985,863
Weighted-average common shares outstanding – basic		50,397,054			43,113,353
Net income (loss) per share, basic	$	(0.15	)	$	0.02
Calculation of diluted EPS attributable to the Company’s shareholders
Net income (loss) attributable to the Company’s shareholders	$	(7,353,820	)	$	985,863
Weighted-average common shares outstanding – diluted		50,397,054			45,816,651
Net earnings (loss) per share, diluted	$	(0.15	)	$	0.02

Schedule of Weighted Average Number of Shares [Table Text Block]

	Three Months Ended March 31,
	2023		2022
Weighted-average common shares outstanding – basic		50,397,054		43,113,353
Stock options		—		2,703,298
Total		50,397,054		45,816,651

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

	*Three Months Ended March 31,*
	*2023*		*2022*
Stock options and awards		5,735,738		1,655,733
Convertible Debt		375,421		—
Commons stock warrants ^{(1) (2)}		6,258,600		5,958,600
Earnout Shares⁽³⁾		10,491,937		10,491,937
Contingently issuable Earnout Shares from unexercised Rollover Options		1,508,063		1,508,063
Total		24,369,759		19,614,333

Note 7 - Leases - Contractual Obligation Fiscal Year Maturity (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
2023 - remaining, finance lease	$ 410,588
2023 - remaining, operating lease	303,544
2024, operating lease	368,318
2024, finance lease	401,496
2025, operating lease	0
2025, finance lease	401,496
2026, operating lease	0
2026, finance lease	401,496
2027, operating lease	0
2027, finance lease	401,496
Operating lease liability, thereafter	0
Finance lease liability, thereafter	4,382,998
Operating undiscounted future minimum lease payments	778,906
Finance undiscounted future minimum lease payments	6,292,526
Less: Amount representing operating interest payments	(33,242)
Less: Amount representing finance interest payments	(2,563,584)
Total operating lease liabilities	745,664
Total finance lease liabilities	3,728,942
Operating lease liabilities, current portion	(518,012)	$ (490,794)
Finance lease liabilities, current portion	(132,816)	(132,788)
Operating lease liabilities, noncurrent	227,652	361,225
Finance lease liabilities, noncurrent	$ 3,596,126	$ 3,629,642

Note 11 - Stock Option Plans (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

	*Options*			*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Life (years)*		*Aggregate Intrinsic Value*
Outstanding options, December 31, 2022		7,095,462		$	1.99		5.79	$	109,891
Granted		2,546,750		$	0.54
Forfeited		(13,963	)	$	1.59
Exercised		(3,500	)	$	0.54
Expired		(28,086	)	$	5.21
Outstanding options, March 31, 2023		9,596,663		$	1.59		6.72	$	—
Options vested and exercisable, March 31, 2023		4,451,753		$	1.92		3.39	$	—

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

	*Three Months Ended March 31,*
	*2023*			*2022*
Expected volatility		81.9	%		78.0 - 80.8	%
Weighted-average volatility		81.9	%		79.0	%
Expected dividends		—			—
Expected term (in years)		6.08			5.50 - 6.08
Risk-free rate		3.76	%		1.38 - 2.41	%

Nonvested Restricted Stock Shares Activity [Table Text Block]

	*Number of shares*		*Weighted Average Grant Date Fair Value*
Unvested as of December 31, 2022		350,000	$	1.72
Granted		318,875	$	0.54
Unvested as of March 31, 2023		668,875	$	1.16

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Three Months Ended March 31,
	2023		2022
Research and development	$	147,691	$	368,225
General and administrative		455,089		529,375
Total	$	602,780	$	897,600

Note 6 - Property, Plant and Equipment, Net - Construction in Progress (Details) - Construction in Progress [Member] - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Construction in progress	$ 329,617	$ 308,317
New Office Space [Member]
Construction in progress	191,806	85,767
IT Equipment [Member]
Construction in progress	0	84,739
Software [Member]
Construction in progress	$ 137,811	$ 137,811

Note 5 - Earnings Per Share - Schedule of Weighted Average Number of Shares (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Weighted-average common shares outstanding – basic (in shares)	50,397,054	43,113,353
Total (in shares)	50,397,054	45,816,651
Share-Based Payment Arrangement, Option [Member]
Stock options (in shares)	0	2,703,298

Note 13 - Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Text Block]

(13) Income Taxes

The effective income tax rate for the three months ended March 31, 2023 is 0%, compared with an effective tax rate of (0.20%) for the year ended December 31, 2022. The prior year tax rate reflects a tax provision on a pre-tax loss.

The Company continues to record a full valuation allowance on its net deferred tax assets. The valuation allowance increased by approximately $1.6 million during the three months ended March 31, 2023. The Company has not recognized any reserves for uncertain tax positions.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Measurement Input, Risk Free Interest Rate [Member]

Note 12 - Fair Value Measurements - Fair Value Assets and Liabilities Valuation Inputs (Details)

Mar. 31, 2023

$ / shares

Dec. 31, 2022

$ / shares

Measurement Input, Risk Free Interest Rate [Member] | PIPE Private Placement Warrant and PIPE Placement Agent Warrant [Member]

0.0375

0.0400

Measurement Input, Risk Free Interest Rate [Member] | Ladenburg Agreement [Member]

0.0362

Measurement Input, Expected Term [Member]

0.0398

Warrants, outstanding inputs | yr

3.56

3.81

Measurement Input, Expected Term [Member] | PIPE Private Placement Warrant and PIPE Placement Agent Warrant [Member]

Warrants, outstanding inputs | yr

5.00

Measurement Input, Expected Term [Member] | Ladenburg Agreement [Member]

Warrants, outstanding inputs | yr

3.00

Measurement Input, Option Volatility [Member]

Measurement Input, Option Volatility [Member] | PIPE Private Placement Warrant and PIPE Placement Agent Warrant [Member]

0.940

0.820

Measurement Input, Option Volatility [Member] | Ladenburg Agreement [Member]

0.890

Measurement Input, Share Price [Member]

0.940

Warrants, outstanding inputs | $ / shares

0.44

0.59

Measurement Input, Share Price [Member] | PIPE Private Placement Warrant and PIPE Placement Agent Warrant [Member]

Warrants, outstanding inputs | $ / shares

^[1]

0.66

Measurement Input, Share Price [Member] | Ladenburg Agreement [Member]

Warrants, outstanding inputs | $ / shares

0.52

[1]

As the underlying shares are restricted from sale for a period of 180 days from the date of the 2022 Private Placement, the fair value of the warrants were estimated using the Black-Scholes option pricing model that uses several inputs, including market price of the Company's common shares at the end of each reporting period (a level one input), less a discount for lack of marketability (a level two input). The discount for lack of marketability was estimated upon consideration of volatility and the length of the lock-up period.

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Assets
Cash and cash equivalents	$ 13,060,087	$ 15,046,894
Accounts receivable, net	763,123	5,556,577
Prepaid expenses	1,208,781	1,493,982
Total current assets	15,031,991	22,097,453
Long-term prepaid insurance	434,000	467,694
Operating lease right-of-use assets	960,168	1,192,054
Financing lease right-of-use assets	3,872,157	3,896,873
Property, plant and equipment, net	22,373,698	23,250,853
Total assets	42,672,014	50,904,927
Current liabilities
Accounts payable	1,444,963	3,679,116
Notes payable	444,478	772,665
Operating lease liabilities, current portion	518,012	490,794
Finance lease liabilities, current portion	132,816	132,788
Deferred grant income	2,939,198	0
Accrued expenses and other current liabilities	8,186,259	9,917,981
Total current liabilities	13,665,726	14,993,344
Operating lease liabilities, noncurrent	227,652	361,225
Finance lease liabilities, noncurrent	3,596,126	3,629,642
Warrant liabilities	238,344	320,930
Convertible Debt	541,644	541,644
Total liabilities	18,269,492	19,846,785
Commitments and contingencies (Note 16)
Stockholders’ equity
Preferred stock; $0.0001 par value; 10,000,000 shares authorized, 0 shares issued and outstanding at March 31, 2023 and December 31, 2022	0	0
Common stock; $0.0001 par value; 490,000,000 shares authorized at March 31, 2023 and December 31, 2022; 50,944,420 and 50,940,920 shares issued, respectively, and 50,397,762 and 50,394,262 outstanding at March 31, 2023 and December 31, 2022, respectively	5,094	5,094
Treasury stock, at cost; 546,658 shares held at March 31, 2023 and December 31, 2022	(5,521,246)	(5,521,246)
Additional paid-in capital	85,142,249	84,444,049
Accumulated deficit	(55,223,575)	(47,869,755)
Total stockholders’ equity	24,402,522	31,058,142
Total liabilities and stockholders’ equity	$ 42,672,014	$ 50,904,927

Note 7 - Leases (Tables)

3 Months Ended

Mar. 31, 2023

Estimated Useful Lives Of Finance Lease Assets [Table Text Block]

(in years)
Animal Facility			40
Equipment			3–7
Land			Indefinite

Schedule of Weighted Average Operating and Finance Leases [Table Text Block]

	*Operating*			*Finance*
Weighted-average remaining lease term (in years)		1.12			15.66
Weighted-average discount rate		6.18	%		7.72	%

Contractual Obligation, Fiscal Year Maturity [Table Text Block]

	*Operating*			*Finance*
2023 - remaining	$	410,588		$	303,544
2024		368,318			401,496
2025		—			401,496
2026		—			401,496
2027		—			401,496
Thereafter		—			4,382,998
Undiscounted future minimum lease payments		778,906			6,292,526
Less: Amount representing interest payments		(33,242	)		(2,563,584	)
Total lease liabilities		745,664			3,728,942
Less current portion		(518,012	)		(132,816	)
Noncurrent lease liabilities	$	227,652		$	3,596,126

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities:
Net income (loss)	$ (7,353,820)	$ 985,863
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	898,453	636,235
Amortization of right-of-use assets	24,716	41,207
Stock-based compensation expense	602,780	897,600
Gain on sale of equipment	0	(14,278)
Changes in fair value of warrant liabilities	(82,586)	(7,849,572)
Professional fees paid with warrants	93,530	0
Changes in operating assets and liabilities
Accounts receivable	4,793,454	(3,775,713)
Prepaid expenses	318,901	(354,612)
Operating lease right-of-use assets	125,531	(18,080)
Accounts payable	(2,234,157)	522,816
Due to related party	0	(2,367)
Deferred grant income	2,939,198	(100,000)
Income tax payable	0	92,281
Accrued expense and other current liabilities	(1,731,717)	(599,105)
Net cash used in operating activities	(1,605,717)	(9,537,725)
Cash flows from investing activities:
Proceeds from the sale of equipment	0	76,390
Purchases of equipment	(21,300)	(1,357,324)
Net cash used in investing activities	(21,300)	(1,280,934)
Cash flows from financing activities:
Payments of notes payable	(328,187)	(755,783)
Payments related to the Forward Share Purchase Agreement	0	(5,521,246)
Principal payments on finance leases	(33,493)	(48,751)
Proceeds from exercise of stock options	1,890	7,830
Net cash used in financing activities	(359,790)	(6,317,950)
Net decrease in cash, cash equivalents, and restricted cash	(1,986,807)	(17,136,609)
Cash, cash equivalents, and restricted cash
Beginning of year	15,046,894	39,545,018
End of period	13,060,087	22,408,409
Supplemental disclosures:
Cash paid for interest	$ 78,312	$ 72,022

Note 4 - Revenue

3 Months Ended

Mar. 31, 2023

Revenue from Contract with Customer [Text Block]

(4) Revenue

During the three months ended March 31, 2023 and 2022, the Company worked on the following grants:

Government grants

The total revenue for government grants was approximately $0.6 million and $11.8 million, respectively, the three months ended March 31, 2023 and 2022.

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. This grant was subsequently amended to extend the date through August 2022. No grant income was recognized for this grant for the three months ended March 31, 2023, and approximately $27 thousand of grant income was recognized for the three months ended March 31, 2022. This grant was completed in 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 2023. Grant income recognized was approximately $192 thousand and $13 thousand, respectively, for the three months ended March 31, 2023 and 2022. There is approximately $237 thousand in funding remaining for this grant as of March 31, 2023.

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 $236 thousand and $23 thousand, respectively, for the three months ended March 31, 2023 and 2022. There is approximately $226 thousand in funding remaining for this grant as of March 31, 2023.

US Department of Defense (“DoD”), 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 $203.6 million. Grant income recognized was approximately $153 thousand and $11.7 million, respectively, for the three months ended March 31, 2023 and 2022. This grant was terminated in 2022.

The grants for the JPEO Rapid Response contract are cost reimbursement agreements, with reimbursement of qualified 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 DoD to terminate the JPEO Rapid Response contract, dated as of August 7, 2019 with the DoD most recently amended as of September 14, 2021, relating to a prototype research and development of Rapid Response Antibody Program and advanced clinical development through licensure and commercial manufacturing for SAB-185 (the “JPEO Rapid Response Contract Termination”). The Company engaged in negotiations with the DoD to compensate the Company for services provided prior to the JPEO Rapid Response Contract Termination and costs the Company would be expected to bear in future periods. A termination and settlement proposal was submitted the DoD on September 9, 2022; the Company submitted a final invoice on December 15, 2022; and received payment from the DoD on or about January 12, 2023. The terms of the arrangement provide for a cost-reimbursable structure, and state that the parties will work in good faith equitable reimbursement for work performed toward accomplishment of the tasks provided in the agreement. At this time, other than certain deferred obligations (presented within deferred grant income within the Company’s consolidated unaudited balance sheet) potentially payable to the DoD solely due to subsequent negotiations with third-party vendors, the Company believes and has been advised there is a reasonable, good faith basis for the position that no present or future obligations exist. Revenue recognized subsequent to the JPEO Rapid Response Contract Termination relates to satisfaction of residual obligations under the termination and settlement agreement—see Note 2, Summary of Significant Accounting Policies for further information about the Company’s established revenue recognition process.

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.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 12 - Fair Value Measurements - Fair Value of Assets and Liabilities Measured on Recurring Basis Gain (Loss) (Details) - Fair Value, Inputs, Level 3 [Member] - Fair Value, Recurring [Member]	3 Months Ended
	Mar. 31, 2023 USD ($)
Balance	$ 10,430
Change in fair value of Private Placement Warrant liability	(2,086)
Balance	$ 8,344

Note 12 - Fair Value Measurements (Details Textual) - USD ($)				1 Months Ended
	Dec. 31, 2023	Jun. 30, 2023	Mar. 21, 2023	Dec. 31, 2022	Mar. 31, 2023	Dec. 31, 2020
Fair Value, Recurring [Member]
Liabilities, Fair Value Disclosure, Total						$ 0
Warrants and Rights Outstanding				$ 320,930	$ 238,344
Private Placement [Member]
Stock Issued During Period, Shares, New Issues (in shares)				7,363,377
Equity Offering, Combined Purchase Price (in dollars per share)				$ 1.08
Equity Offering, Premium Per Share (in dollars per share)				$ 0.125
Proceeds from Issuance or Sale of Equity				$ 8,000,000.0
Placement Agent Fee, Percentage of Gross Proceeds				7.00%
Public Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)					1
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)					$ 11.50
Warrants and Rights Outstanding, Term (Year)					5 years
Warrants or Rights, Redemption Price (in dollars per share)					$ 0.01
Warrants and Rights Outstanding, Minimum Share Price to Call (in dollars per share)					$ 18.00
Class of Warrant or Right, Outstanding (in shares)					5,750,000
Public Warrants [Member] \| Fair Value, Recurring [Member]
Warrants and Rights Outstanding				$ 310,500	$ 230,000
Private Placement Warrants [Member]
Class of Warrant or Right, Outstanding (in shares)					208,600
Private Placement Warrants [Member] \| Fair Value, Recurring [Member]
Warrants and Rights Outstanding				$ 10,430	$ 8,344
PIPE Private Placement Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 1.08
Warrants and Rights Outstanding, Term (Year)				5 years
Class of Warrant or Right, Outstanding (in shares)				7,363,377
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				7,363,377	7,363,777
Warrants and Rights Outstanding, Fair Value Per Share (in dollars per share)					$ 0.42
Warrants and Rights Outstanding					$ 3,100,000
PIPE Private Placement Warrants [Member] \| Additional Paid-in Capital [Member]
Warrants and Rights Outstanding					$ 2,200,000
Placement Agent Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)				$ 1.35
Warrants and Rights Outstanding, Term (Year)				5 years
Class of Warrant or Right, Outstanding (in shares)				210,913
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)				210,913	210,193
Warrants or Right, Issued, Percentage of Shares Purchased				7.00%
Warrants and Rights Outstanding, Fair Value Per Share (in dollars per share)					$ 0.39
Warrants and Rights Outstanding					$ 82,000
Placement Agent Warrants [Member] \| Additional Paid-in Capital [Member]
Warrants and Rights Outstanding					$ 58,000
Ladenburg Agreement Warrants [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)			$ 0.5424
Warrants and Rights Outstanding, Term (Year)			3 years
Class of Warrant or Right, Outstanding (in shares)					300,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)			300,000
Stock Issued			$ 500,000
Warrants and Rights Outstanding, Fair Value Per Share (in dollars per share)					$ 0.31
Warrants and Rights Outstanding					$ 93,000
Ladenburg Agreement Warrants [Member] \| Forecast [Member]
Stock Issued	$ 1,100,000	$ 1,500,000

Note 5 - Earnings Per Share - Schedule of Antidilutive Securities Excluded From Computation of Earnings Per Share (Details) - shares

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Share-Based Payment Arrangement, Option [Member]

24,369,759

19,614,333

Convertible Debt Securities [Member]

5,735,738

1,655,733

375,421

Warrant [Member]

^[1],[2]

6,258,600

5,958,600

Earnout Shares [Member]

Contingently Issuable Earnout Shares From Unexercised Rollover Options [Member]

^[3]

10,491,937

1,508,063

[1]	Included in Common stock warrants are the 5,750,000 Public Warrants, 208,600 Private Warrants, and 300,000 Ladenburg Agreement Warrants. See Note 12, Fair Value Measurements for further details on the Company's outstanding warrants
[2]	The PIPE Warrants and Placement Agent Warrants to purchase 7,363,777 and 210,193 shares of common stock, respectively, are excluded from the calculation of diluted earnings per share as they are not exercisable until June 7, 2023.
[3]	As the Earnout shares are subject to certain vesting requirements not satisfied as of the three months ended March 31, 2023, the Earnout Shares held in escrow are excluded from calculating both basic and diluted earnings per share.

Note 13 - Income Taxes (Details Textual) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Effective Income Tax Rate Reconciliation, Percent	0.00%	0.20%
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount	$ 1.6

Document And Entity Information - shares	3 Months Ended
Document And Entity Information - shares	Mar. 31, 2023	May 05, 2023
Document Information [Line Items]
Entity Central Index Key	0001833214
Entity Registrant Name	SAB Biotherapeutics, Inc.
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-39871
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-3899721
Entity Address, Address Line One	2100 East 54th Street North
Entity Address, City or Town	Sioux Falls
Entity Address, State or Province	SD
Entity Address, Postal Zip Code	57104
City Area Code	605
Local Phone Number	679-6980
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		50,397,762
Warrant [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50 per share
Trading Symbol	SABSW
Security Exchange Name	NASDAQ
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, 0.0001 par value per share
Trading Symbol	SABS
Security Exchange Name	NASDAQ

Note 9 - Notes Payable (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Oct. 01, 2022
Insurance Policy Premiums Financed, Value	$ 1,200
Insurance Policy Premiums Financed, Interest Rate	5.47%
Insurance Financing Note Payable	$ 444	$ 773
October Note [Member] \| Sanford Health [Member]
Debt Instrument, Interest Rate, Stated Percentage			8.00%
Debt Instrument, Face Amount			$ 542
Debt Instrument, Convertible, Conversion Price (in dollars per share)			$ 1.50

Note 10 - Stockholders' Equity

3 Months Ended

Mar. 31, 2023

Equity [Text Block]

(10) Stockholders’ Equity

Authorized and Outstanding Capital Stock

The total number of shares of the Company’s authorized capital stock is 500,000,000. The total amount of authorized capital stock consists of 490,000,000 shares of common stock and 10,000,000 shares of preferred stock. As of March 31, 2023, no shares of preferred stock are issued or outstanding.

Common Stock

Holders of SAB Biotherapeutics Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. Subject to preferences that may be applicable to any then outstanding preferred stock, holders of SAB Biotherapeutics Common Stock are entitled to receive ratably those dividends, if any, as may be declared by the Company’s board of directors out of legally available funds. In the event of liquidation, dissolution or winding up, the holders of SAB Biotherapeutics Common Stock will be entitled to share ratably in the assets legally available for distribution to stockholders after the payment of or provision for all of the Company’s debts and other liabilities, subject to the prior rights of any preferred stock then outstanding. Holders of SAB Biotherapeutics Common Stock have no preemptive or conversion rights or other subscription rights and there are no redemption or sinking fund provisions applicable to the SAB Biotherapeutics Common Stock. All outstanding shares of Common Stock are duly authorized, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of SAB Biotherapeutics Common Stock are subject to and may be adversely affected by the rights of the holders of shares of any series of preferred stock that the Company may designate and issue in the future.

Preferred Stock

Under the terms of the Company’s certificate of incorporation, its board of directors has the authority, without further action by the Company’s stockholders, to issue up to 10,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix the dividend, voting and other rights, preferences and privileges of the shares of each wholly unissued series and any qualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such series then outstanding.

The Company’s board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of SAB Biotherapeutics Common Stock. The issuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could, among other things, have the effect of delaying, deterring or preventing a change in the Company’s control and may adversely affect the market price of SAB Biotherapeutics Common Stock and the voting and other rights of the holders of SAB Biotherapeutics Common Stock. The Company has no current plans to issue any shares of preferred stock.

Earnout Shares

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, 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.

Warrants

For information pertaining to the Company’s outstanding warrants to purchase shares of the Company’s common stock, see Note 12, Fair Value Measurements.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Note 11 - Stock Option Plans

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Text Block]

(11) 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 million; however, during 2019, the Plan was amended to increase the total shares authorized under the plan to 16 million. As a result of the Business Combination, the 2014 Equity Incentive Plan was amended to reduce the shares authorized to approximately 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. At of the beginning of the each calendar year, the shares reserved for future issuance shall increase by two percent (2%) of the total number of shares of Common Stock issued and outstanding as of the end of the most recently completed fiscal year. As of March 31, 2023, 12,877,631 shares of common stock were reserved for future 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 three months ended March 31, 2023 was as follows:

	*Options*			*Weighted Average Exercise Price*		*Weighted Average Remaining Contractual Life (years)*		*Aggregate Intrinsic Value*
Outstanding options, December 31, 2022		7,095,462		$	1.99		5.79	$	109,891
Granted		2,546,750		$	0.54
Forfeited		(13,963	)	$	1.59
Exercised		(3,500	)	$	0.54
Expired		(28,086	)	$	5.21
Outstanding options, March 31, 2023		9,596,663		$	1.59		6.72	$	—
Options vested and exercisable, March 31, 2023		4,451,753		$	1.92		3.39	$	—

Total unrecognized compensation cost related to non-vested stock options as of March 31, 2023 was approximately $4.5 million and is expected to be recognized within future operating results over a weighted-average period of 3.52 years.

The weighted average grant date fair value of options granted during the three months ended March 31, 2023 and 2022, was $0.39 per share and $3.88 per share; respectively. During the three months ended March 31, 2023 and 2022, approximately 213 thousand shares with a fair value totaling $637 thousand, and 192 thousand shares with a fair value totaling $806 thousand, respectively, vested.

The estimated fair value of stock options granted to employees and consultants during the three months ended March 31, 2023 and 2022, were calculated using the Black-Scholes option-pricing model using the following assumptions:

	*Three Months Ended March 31,*
	*2023*			*2022*
Expected volatility		81.9	%		78.0 - 80.8	%
Weighted-average volatility		81.9	%		79.0	%
Expected dividends		—			—
Expected term (in years)		6.08			5.50 - 6.08
Risk-free rate		3.76	%		1.38 - 2.41	%

Restricted Stock

Stock award activity for employees and non-employees under the Equity Compensation Plans for the three months ended March 31, 2023 was as follows:

	*Number of shares*		*Weighted Average Grant Date Fair Value*
Unvested as of December 31, 2022		350,000	$	1.72
Granted		318,875	$	0.54
Unvested as of March 31, 2023		668,875	$	1.16

At March 31, 2023, the Company had an aggregate of $650 thousand of unrecognized equity-based compensation related to restricted stock units outstanding. The unrecognized expense for restricted stock units is expected to be recognized over a weighted average period of 3.55 years.

Stock-based compensation expense

Stock-based compensation expense for the three months ended March 31, 2023 and 2022 was as follows:

	Three Months Ended March 31,
	2023		2022
Research and development	$	147,691	$	368,225
General and administrative		455,089		529,375
Total	$	602,780	$	897,600

Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, authorized (in shares)	10,000,000	10,000,000
Preferred stock, issued (in shares)	0	0
Preferred stock, outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, authorized (in shares)	490,000,000	490,000,000
Common stock, issued (in shares)	50,944,420	50,944,420
Common stock, outstanding (in shares)	50,397,762	50,394,262
Treasury stock, shares (in shares)	546,658	546,658

Note 6 - Property, Plant and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment Disclosure [Text Block]

(6) Property, plant and equipment, net

As of March 31, 2023 and December 31, 2022, the Company’s equipment was as follows:

	*March 31, 2023*			*December 31, 2022*
Laboratory equipment	$	9,918,019		$	9,000,114
Animal facility		8,357,667			8,357,667
Animal facility equipment		1,141,213			1,141,213
Construction-in-progress		329,617			308,317
Leasehold improvements		9,296,343			9,296,343
Vehicles		208,453			192,683
Office furniture and equipment		299,362			1,233,038
Total Property, plant and equipment, gross		29,550,674			29,529,375
Less: accumulated depreciation and amortization		(7,176,976	)		(6,278,522	)
Property, plant and equipment, net	$	22,373,698		$	23,250,853

Depreciation and amortization expense was $898 thousand and $636 thousand, respectively, for the three months ended March 31, 2023 and 2022.

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 March 31, 2023 and December 31, 2022, the Company’s construction-in-progress was as follows:

	*March 31, 2023*		*December 31, 2022*
New office space at Headquarters	$	191,806	$	85,767
IT equipment at Headquarters		—		84,739
Software		137,811		137,811
Total construction-in-progress	$	329,617	$	308,317

Note 9 - Notes Payable

3 Months Ended

Mar. 31, 2023

Debt Disclosure [Text Block]

(9) Notes Payable

8% Unsecured Convertible Note

Pursuant to the Fourth Amendment to the Company’s lease with Sanford Health, the Company and Sanford Health agreed to a period of Abated Rent from October 1, 2022 to September 30, 2023. 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 “8% Unsecured Convertible Note”).

Pursuant to the October Note, the Company shall pay the sum of approximately $542 thousand (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.

The Company evaluated the treatment of the 8% Unsecured Convertible Note under ASC 470 and ASU 2020-06 (early adopted by the Company as of January 1, 2021) and determined the Note in its entirety would be allocated to debt without separating the nonconvertible debt. The Company’s consolidated balance sheet as of March 31, 2023 includes accrued interest of approximately $22 thousand.

Insurance Financing

The Company obtained financing for certain Director & Officer liability insurance policy premiums. The agreement assigns First Insurance Funding (Lender) a first priority lien on and security interest in the financed policies and any additional premium required in the financed policies including (a) all returned or unearned premiums, (b) all additional cash contributions or collateral amounts assessed by the insurance companies in relation to the financed policies and financed by Lender, (c) any credits generated by the financed policies, (d) dividend payments, and (e) loss payments which reduce unearned premiums. If any circumstances exist in which premiums related to any Financed Policy could become fully earned in the event of loss, Lender shall be named a loss-payee with respect to such policy.

The total premiums, taxes and fees financed is approximately $1.2 million with an annual interest rate of 5.47%. In consideration of the premium payment by Lender to the insurance companies or the Agent or Broker, the Company unconditionally promises to pay Lender the amount Financed plus interest and other charges permitted under the Agreement. At March 31, 2023 and December 31, 2022, the Company recognized approximately $444 thousand and $773 thousand, respectively, as an insurance financing note payable in its consolidated balance sheets. The Company will pay the insurance financing through installment payments with the last payment for the current note being on September 22, 2023.

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.

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Note 7 - Leases - Schedule of Weighted Average Operating and Finance Leases (Details)	Mar. 31, 2023
Weighted-average remaining operating lease term (in years) (Year)	1 year 1 month 13 days
Weighted-average remaining finance lease term (in years) (Year)	15 years 7 months 28 days
Weighted-average operating discount rate	6.18%
Weighted-average finance discount rate	7.72%

Note 11 - Stock Option Plans - Schedule of Stock Option Activity (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Outstanding, options (in shares)	7,095,462
Outstanding options, weighted average exercise price (in dollars per share)	$ 1.99
Outstanding, weighted average remaining contractual life (Year)	6 years 8 months 19 days	5 years 9 months 14 days
Aggregate intrinsic value, outstanding	$ 0	$ 109,891
Granted, options (in shares)	2,546,750
Granted, weighted average exercise price (in dollars per share)	$ 0.54
Forfeited, options (in shares)	(13,963)
Forfeited, weighted average exercise price (in dollars per share)	$ 1.59
Exercised, options (in shares)	(3,500)
Exercised, weighted average exercise price (in dollars per share)	$ 0.54
Expired, options (in shares)	(28,086)
Expired, weighted average exercise price (in dollars per share)	$ 5.21
Outstanding, options (in shares)	9,596,663	7,095,462
Outstanding options, weighted average exercise price (in dollars per share)	$ 1.59	$ 1.99
Options vested and exercisable, options (in shares)	4,451,753
Options vested and exercisable, weighted average exercise price (in dollars per share)	$ 1.92
Options vested and exercisable, weighted average remaining contractual life (Year)	3 years 4 months 20 days
Aggregate Intrinsic Value, Options vested and exercisable	$ 0

Note 5 - Earnings Per Share - Schedule of Earnings Per Share Basic and Diluted (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Net income (loss)	$ (7,353,820)	$ 985,863
Weighted-average common shares outstanding – basic (in shares)	50,397,054	43,113,353
Basic earnings (loss) per common share (in dollars per share)	$ (0.15)	$ 0.02
Weighted-average common shares outstanding – diluted (in shares)	50,397,054	45,816,651
Diluted earnings (loss) per common share (in dollars per share)	$ (0.15)	$ 0.02

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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Note 12 - Fair Value Measurements - Schedule of Fair Value Assets and Liabilities Measured on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Warrants, value	$ 238,344	$ 320,930
Fair Value, Inputs, Level 1 [Member]
Warrants, value	230,000	310,500
Fair Value, Inputs, Level 2 [Member]
Warrants, value	0	0
Fair Value, Inputs, Level 3 [Member]
Warrants, value	8,344	10,430
Public Warrants [Member]
Warrants, value	230,000	310,500
Public Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Warrants, value	230,000	310,500
Public Warrants [Member] \| Fair Value, Inputs, Level 2 [Member]
Warrants, value	0	0
Public Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Warrants, value	0	0
Private Placement Warrants [Member]
Warrants, value	8,344	10,430
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 1 [Member]
Warrants, value	0	0
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 2 [Member]
Warrants, value	0	0
Private Placement Warrants [Member] \| Fair Value, Inputs, Level 3 [Member]
Warrants, value	$ 8,344	$ 10,430

Note 1 - Nature of Business

3 Months Ended

Mar. 31, 2023

Nature of Operations [Text Block]

(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 “SAB Biotherapeutics” 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 (the “Business Combination”). Upon closing of the Business Combination, Merger Sub merged with SAB Biotherapeutics, with SAB Biotherapeutics as the surviving company of the merger. Upon closing of the Business Combination, BCYP changed its name to “SAB Biotherapeutics, Inc.”.

SAB 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.

Going Concern

As of March 31, 2023, the Company has experienced net losses, negative cash flows from operations and had an accumulated deficit of $55.2 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 assets, file for bankruptcy, reorganize, merge with another entity, or cease operations.

The unaudited consolidated financial statements as of March 31, 2023, 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.

Note 6 - Property, Plant and Equipment, Net - Property, Plant, and Equipment (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Property, plant, and equipment, gross	$ 29,550,674	$ 29,529,375
Less: accumulated depreciation and amortization	(7,176,976)	(6,278,522)
Property, plant and equipment, net	22,373,698	23,250,853
Laboratory Equipment [Member]
Property, plant, and equipment, gross	9,918,019	9,000,114
Animal Facility [Member]
Property, plant, and equipment, gross	8,357,667	8,357,667
Animal Facility Equipment [Member]
Property, plant, and equipment, gross	1,141,213	1,141,213
Construction in Progress [Member]
Property, plant, and equipment, gross	329,617	308,317
Leasehold Improvements [Member]
Property, plant, and equipment, gross	9,296,343	9,296,343
Vehicles [Member]
Property, plant, and equipment, gross	208,453	192,683
Office Equipment [Member]
Property, plant, and equipment, gross	$ 299,362	$ 1,233,038

Note 8 - Accrued Expenses and Other Current Liabilities

3 Months Ended

Mar. 31, 2023

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

(8) Accrued Expenses and Other Current Liabilities

As of March 31, 2023 and December 31, 2022, accrued expenses and other current liabilities consisted of the following:

	*March 31, 2023*		*December 31, 2022*
Accrued vacation	$	609,558	$	511,849
Accrued payroll		175,736		357,390
Accrued construction-in-progress		—		85,767
Accrued consulting		509,186		186,833
Accrued clinical trial expense		403,087		355,479
Accrued outside laboratory services		635,820		1,106,903
Accrued bonus & severance		313,602		950,324
Accrued contract manufacturing		—		25,129
Accrued legal		856,505		856,505
Accrued financing fees payable		4,410,500		4,910,500
Accrued franchise tax payable		50,000		50,000
Accrued interest		22,265		8,192
Other accrued expenses		200,000		513,110
	$	8,186,259	$	9,917,981

Note 11 - Stock Option Plans - Summary of Assumptions Used to Calculate Estimated Fair Value of Stock Option (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Expected volatility	81.90%
Expected term (in years) (Year)	6 years 29 days
Risk-free rate	3.76%
Minimum [Member]
Expected volatility		78.00%
Expected term (in years) (Year)		5 years 6 months
Risk-free rate		1.38%
Maximum [Member]
Expected volatility		80.80%
Expected term (in years) (Year)		6 years 29 days
Risk-free rate		2.41%
Weighted Average [Member]
Expected volatility	81.90%	79.00%

Note 6 - Property, Plant and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Table Text Block]

	*March 31, 2023*			*December 31, 2022*
Laboratory equipment	$	9,918,019		$	9,000,114
Animal facility		8,357,667			8,357,667
Animal facility equipment		1,141,213			1,141,213
Construction-in-progress		329,617			308,317
Leasehold improvements		9,296,343			9,296,343
Vehicles		208,453			192,683
Office furniture and equipment		299,362			1,233,038
Total Property, plant and equipment, gross		29,550,674			29,529,375
Less: accumulated depreciation and amortization		(7,176,976	)		(6,278,522	)
Property, plant and equipment, net	$	22,373,698		$	23,250,853

Construction In Progress [Table Text Block]

	*March 31, 2023*		*December 31, 2022*
New office space at Headquarters	$	191,806	$	85,767
IT equipment at Headquarters		—		84,739
Software		137,811		137,811
Total construction-in-progress	$	329,617	$	308,317

Note 10 - Stockholders' Equity (Details Textual) - $ / shares	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Oct. 22, 2021
Capital Units, Authorized (in shares)	500,000,000
Common Stock, Shares Authorized (in shares)	490,000,000	490,000,000
Preferred Stock, Shares Authorized (in shares)	10,000,000	10,000,000
Preferred Stock, Shares Issued (in shares)	0	0
Common Stock [Member] \| Big Cypress Acquisition Corp [Member]
Contingent Right to Receive Pro Rate Portion of Earn Out Shares (in shares)			12,000,000
Earn Out Shares, Contingently Issuable (in shares)			1,508,063
Contingent Right, Earn Out Shares, Outstanding (in shares)			10,491,937
First Earnout [Member]
Percentage of Earn Out Shares to be Released	25.00%
Period to Issue Earn Out Shares (Year)	5 years
Volume Weighted Average Price Threshold (in dollars per share)	$ 15.00
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day)	20 days
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day)	30 days
Second Earnouts [Member]
Percentage of Earn Out Shares to be Released	25.00%
Period to Issue Earn Out Shares (Year)	5 years
Volume Weighted Average Price Threshold (in dollars per share)	$ 20.00
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day)	20 days
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day)	30 days
Third Earnouts [Member]
Percentage of Earn Out Shares to be Released	25.00%
Period to Issue Earn Out Shares (Year)	5 years
Volume Weighted Average Price Threshold (in dollars per share)	$ 25.00
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day)	20 days
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day)	30 days
Fourth Earnouts [Member]
Percentage of Earn Out Shares to be Released	25.00%
Period to Issue Earn Out Shares (Year)	5 years
Volume Weighted Average Price Threshold (in dollars per share)	$ 30.00
Shareholders Equity Volume Weighted Average Price Threshold Trading Days (Day)	20 days
Shareholders Equity Volume Weighted Average Price Threshold Consecutive Trading Days (Day)	30 days

Note 6 - Property, Plant and Equipment, Net (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Apr. 02, 23
Depreciation, Depletion and Amortization	$ 898,453	$ 636,235
Property, Plant and Equipment, Useful Life (Year)			3 years
Acquisition Costs, Period Cost	$ 5,000

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue
Grant revenue	$ 581,101	$ 11,803,077
Total revenue	581,101	11,803,077
Operating expenses
Research and development	4,535,721	13,324,344
General and administrative	3,447,389	5,186,072
Total operating expenses	7,983,110	18,510,416
Loss from operations	(7,402,009)	(6,707,339)
Other income (expense)
Changes in fair value of warrant liabilities	82,586	7,849,572
Interest expense	(92,385)	(72,022)
Interest income	57,988	7,933
Total other income	48,189	7,785,483
Income (loss) before income taxes	(7,353,820)	1,078,144
Income tax expense	0	92,281
Net income (loss)	$ (7,353,820)	$ 985,863
Earnings (loss) per common share attributable to the Company’s shareholders
Basic earnings (loss) per common share (in dollars per share)	$ (0.15)	$ 0.02
Diluted earnings (loss) per common share (in dollars per share)	$ (0.15)	$ 0.02
Weighted-average common shares outstanding – basic (in shares)	50,397,054	43,113,353
Weighted-average common shares outstanding – diluted (in shares)	50,397,054	45,816,651

Note 11 - Stock Option Plans - Schedule of Share Based Compensation Allocation Recognized Period Costs (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Allocated share-based compensation expense	$ 602,780	$ 897,600
Research and Development Expense [Member]
Allocated share-based compensation expense	147,691	368,225
General and Administrative Expense [Member]
Allocated share-based compensation expense	$ 455,089	$ 529,375

Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

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 [Policy Text Block]

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.

Consolidation, Policy [Policy Text Block]

Principles of consolidation

The accompanying consolidated financial statements include the results of the Company and its wholly owned subsidiaries, SAB Sciences, Inc., SAB Capra, LLC, and Aurochs, LLC. Intercompany balances and transactions have been eliminated in consolidation.

Significant Risks Andy Uncertainties [Policy Text Block]

Significant risks and uncertainties

The Company’s operations are subject to a number of factors that can affect its operating results and financial condition. Such factors include, but are not 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. Additional funding may be needed to cover operational costs as the Company moves forward with the Company’s efforts to develop a commercially approved product.

Use of Estimates, Policy [Policy Text Block]

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Company’s common stock prior to becoming a public company, determination of the fair value of the Company’s warrants, 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.

Fair Value Measurement, Policy [Policy Text Block]

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.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses.

The Company accounts for warrants to purchase its common stock pursuant to ASC Topic 470, Debt, and ASC Topic 480, Distinguishing Liabilities from Equity, and classifies warrants for common stock as liabilities or equity. The warrants classified as liabilities are reported at their estimated fair value (see Note 12, Fair Value Measurements) and any changes in fair value are reflected in other income and expense. The warrants classified as equity are reported at their estimated relative fair value with no subsequent remeasurement. The Company’s outstanding warrants are discussed in more detail in Note 12, Fair Value Measurements.

Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]

Cash, cash equivalents, and restricted cash

Cash equivalents include short-term, highly liquid instruments, consisting of money market accounts and short-term investments with original maturities at the date of purchase of 90 days or less.

Accounts Receivable [Policy Text Block]

Accounts receivable

Accounts receivable are carried at original invoice amount, less an allowance for doubtful accounts. The Company estimates an allowance for doubtful accounts for potential credit losses that are expected to be incurred, based on management’s assessment of the collectability of specific accounts, the aging of the accounts receivable, historical information and other currently available evidence. Receivables are written off when deemed uncollectible. To date, no receivables have been written off. The Company had no allowance for doubtful accounts as of March 31, 2023 and December 31, 2022.

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

Concentration of credit risk

The Company maintains its cash and cash equivalent balances in the form of business checking accounts and money market accounts, the balances of which, at times, may exceed federally insured limits. Exposure to credit risk is reduced by placing such deposits in high credit quality federally insured financial institutions. The Company monitors the financial institutions and the composition of the Company’s accounts. The Company has not experienced any losses in such accounts and believes that the financial institutions at which the Company’s cash is held are stable.

The Company received 100% of its total revenue through grants from government organizations during the three months ended March 31, 2023 and 2022.

Lessee, Leases [Policy Text Block]

Lease liabilities and right-of-use assets

The Company is party to certain contractual arrangements for equipment, lab space, and an animal facility, which meet the definition of leases under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 842, Leases (“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 Expense, Policy [Policy Text Block]

Research and development expenses

Expenses incurred in connection with research and development activities are expensed as incurred. These include licensing fees to use certain technology in the Company’s research and development projects, fees paid to consultants and various entities that perform certain research and testing on behalf of the Company, and expenses related to salaries, benefits, and stock-based compensation granted to employees in research and development functions.

During the three months ended March 31, 2023 and 2022, 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 March 31, 2023 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 95% of the contract has been paid as of March 31, 2023. 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 95% of the contract has been paid as of March 31, 2023.

Property, Plant and Equipment, Policy [Policy Text Block]

Equipment

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

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

Repairs and maintenance expenses are expensed as incurred.

Impairment or Disposal of Long-Lived Assets, Including Intangible Assets, Policy [Policy Text Block]

Impairment of long-lived assets

The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not 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 months ended March 31, 2023 and 2022.

Share-Based Payment Arrangement [Policy Text Block]

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 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 Tax, Policy [Policy Text Block]

Income taxes

Deferred income taxes reflect future tax effects of temporary differences between the tax and financial reporting basis of the Company’s assets and liabilities measured using enacted tax laws and statutory tax rates applicable to the periods when the temporary differences will affect taxable income. When necessary, deferred tax assets are reduced by a valuation allowance, to reflect realizable value, and all deferred tax balances are reported as long-term on the consolidated balance sheet. Accruals are maintained for uncertain tax positions, as necessary.

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 from Contract with Customer [Policy Text Block]

Revenue recognition

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

Grant revenue is recognized during the period that the research and development services occur, as qualifying expenses are incurred, or conditions of the grants are met. The Company concluded that payments received under these grants represent conditional, nonreciprocal contributions, as described in ASC 958, Not-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.

Deferred grant income represents grant proceeds received by the Company prior to the period in which the research and development services occur, as qualifying expenses are incurred, or conditions of the grants are met.

Comprehensive Income (Loss) Policy [Policy Text Block]

Comprehensive income (loss)

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

Litigation Policy [Policy Text Block]

Litigation

From time to time, the Company is involved in legal proceedings, investigations and claims generally incidental to its normal business activities. In accordance with U.S. GAAP, the Company accrues for loss contingencies when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Legal costs in connection with loss contingencies are expensed as incurred.

Earnings Per Share, Policy [Policy Text Block]

Earnings per share

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, Policy [Policy Text Block]

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 Valuation [Policy Text Block]

Common stock valuations

Prior to the Business Combination, the Company was required to periodically estimate the fair value of its common stock with the assistance of an independent third-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 Company securities, the 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 the Company’s 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.

Note 11 - Stock Option Plans (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Oct. 22, 2021	Dec. 31, 2019	Aug. 05, 2014
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	12,877,631
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 4,500
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	3 years 6 months 7 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value (in dollars per share)	$ 0.39	$ 3.88
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)	213,000	192,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value	$ 637	$ 806
Restricted Stock [Member]
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 650
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition (Year)	3 years 6 months 18 days
2014 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)			7,444,800	16,000,000	8,000,000
Omnibus Equity Incentive Plan [Member]
Common Stock, Capital Shares Reserved for Future Issuance (in shares)	11,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized, Percent	2.00%

Note 5 - Earnings Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Text Block]

(5) 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 months ended March 31, 2023 and 2022:

	*Three Months Ended March 31,*
	*2023*			*2022*
Calculation of basic and diluted earnings (loss) per share attributable to the Company’s shareholders
Net income (loss) attributable to the Company’s shareholders	$	(7,353,820	)	$	985,863
Weighted-average common shares outstanding – basic		50,397,054			43,113,353
Net income (loss) per share, basic	$	(0.15	)	$	0.02
Calculation of diluted EPS attributable to the Company’s shareholders
Net income (loss) attributable to the Company’s shareholders	$	(7,353,820	)	$	985,863
Weighted-average common shares outstanding – diluted		50,397,054			45,816,651
Net earnings (loss) per share, diluted	$	(0.15	)	$	0.02

The following table reconciles the weighted-average common shares outstanding used in the calculation of basic earnings per share (“EPS”) to the weighted-average common shares outstanding used in the calculation of diluted EPS for the three months ended March 31, 2023 and 2022:

	Three Months Ended March 31,
	2023		2022
Weighted-average common shares outstanding – basic		50,397,054		43,113,353
Stock options		—		2,703,298
Total		50,397,054		45,816,651

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 March 31,*
	*2023*		*2022*
Stock options and awards		5,735,738		1,655,733
Convertible Debt		375,421		—
Commons stock warrants ^{(1) (2)}		6,258,600		5,958,600
Earnout Shares⁽³⁾		10,491,937		10,491,937
Contingently issuable Earnout Shares from unexercised Rollover Options		1,508,063		1,508,063
Total		24,369,759		19,614,333

(1)

The warrants issued to investors in the Company’s December 2022 private placement of securities (the “PIPE Warrants”) and to the placement agent in the December 2022 private placement of securities (the “PIPE Placement Agent Warrants”) to purchase up to 7,363,777 and 210,193 shares of common stock, respectively, are excluded from the calculation of diluted earnings per share as they are not exercisable until June 7, 2023.

(2)

Included in Common Stock warrants are the 5,750,000 publicly-traded warrants (the “Public Warrants”), 208,600 warrants held by assignees of Big Cypress Holdings, LLC (the “Private Placement Warrants”), and 300,000 warrants held by Ladenburg Thalmann & Co. Inc. (the “Ladenburg Warrants”). See Note 12, Fair Value Measurements for further details on the Company’s outstanding warrants.

(3)

As the Earnout shares are subject to certain vesting requirements not satisfied as of the three months ended March 31, 2023, the Earnout Shares held in escrow are excluded from calculating both basic and diluted earnings per share.

Note 14 - Related Party Transactions

3 Months Ended

Mar. 31, 2023

(14) Related Party Transactions

For the three months ended March 31, 2023 and 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.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
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-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

Note 15 - Employee Benefit Plan (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	100.00%	100.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	3.00%	3.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount	$ 76	$ 93
Additional Employee Contributions [Member]
Defined Contribution Plan, Employer Matching Contribution, Percent of Match	50.00%	50.00%
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent	2.00%	2.00%

Note 7 - Leases

3 Months Ended

Mar. 31, 2023

Lessee, Operating And Finance Leases [Text Block]

(7) Leases

The Company has an operating lease for lab space from Sanford Health, 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. This lease was amended again in October 2022 to reduce the Company’s leased area to 21,014 square feet. Additionally, pursuant to the amendment in October 2022, the Company and Sanford Health agreed for the period of October 2022 to September 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 October 1, 2022, the Company issued Sanford Health an 8% unsecured, convertible promissory note (see Note 9, Notes Payable for further discussion). The October 2022 amendment was accounted for as a lease modification under ASC 842 - Leases and the right-of-use asset and lease liability were remeasured at the modification date of October 1, 2022. The October 2022 lease amendment reduced the lease payment to approximately $44 thousand per month. The lease does not provide an implicit rate, and, therefore, the Company used an IBR of 6.92% as the discount rate when measuring the operating lease liability. The operating lease does not include an option to extend beyond the life of the current term. The Company estimated the IBR 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 3 additional periods of 3 years each. The options were not included in the right of use calculation as it is unclear as to whether or not the location will meet the Company’s requirements beyond the next three years. The July 2022 amendment was accounted for as a separate contract under ASC 842 – Leases. The lease costs are $36 thousand and $2 thousand per month for the original leased space on November 2020 and the amendment on July 2022, respectively. The Company used an IBR of 4.69% and 6.60% as the discount rate when measuring the operating lease liability for the original leased space on November 2022 and the amended on July 2022, respectively. The Company estimated the IBR based upon comparing interest rates available in the market for similar borrowings and the credit quality of the Company.

The Company has the following finance leases:

•

In December 2018, the Company entered into a finance lease with Dakota Ag Properties for a new animal facility which includes the surrounding land. The facility and the land have been accounted for as separate lease components. The lease is based upon payback of $4 million in construction costs, with a 20-year term at an interest rate of 8%. The monthly payment for this lease is approximately $33 thousand. 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 approximately $8 thousand. The Company purchased the asset in November 2022.

•	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.

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:

(in years)
Animal Facility			40
Equipment			3–7
Land			Indefinite

The Company’s weighted-average remaining lease term and weighted-average discount rate for operating and finance leases as of March 31, 2023 are:

	*Operating*			*Finance*
Weighted-average remaining lease term (in years)		1.12			15.66
Weighted-average discount rate		6.18	%		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 March 31, 2023:

	*Operating*			*Finance*
2023 - remaining	$	410,588		$	303,544
2024		368,318			401,496
2025		—			401,496
2026		—			401,496
2027		—			401,496
Thereafter		—			4,382,998
Undiscounted future minimum lease payments		778,906			6,292,526
Less: Amount representing interest payments		(33,242	)		(2,563,584	)
Total lease liabilities		745,664			3,728,942
Less current portion		(518,012	)		(132,816	)
Noncurrent lease liabilities	$	227,652		$	3,596,126

Operating lease expense was approximately $243 thousand and $293 thousand, respectively, for the three months ended March 31, 2023 and 2022. Operating lease costs are included within research and development expenses on the consolidated statements of operations.

Finance lease costs for the three months ended March 31, 2023 and 2022 included approximately $25 thousand and $41 thousand, respectively, in right-of-use asset amortization and approximately $69 thousand and $72 thousand, 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 $118 thousand and $103 thousand, respectively, for the three months ended March 31, 2023. Cash payments under operating and finance leases were approximately $311 thousand and $121 thousand, respectively, for the three months ended March 31, 2022.

Note 2 - Summary of Significant Accounting Policies (Details Textual) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Dec. 31, 2021	Dec. 31, 2022 USD ($) $ / shares	Oct. 01, 2021 $ / shares shares
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.0001			$ 0.0001	$ 0.0001
Convertible Preferred Stock, Shares Issued upon Conversion (in shares) \| shares					1
Preferred Stock, Convertible, Conversion Ratio					0.4653
Accounts Receivable, Allowance for Credit Loss, Writeoff	$ 0	$ 0
Accounts Receivable, Allowance for Credit Loss	0			$ 0
Asset Impairment Charges, Total	$ 0	$ 0
Number of Reportable Segments			1
HVIVI Services [Member]
Research and Development Agreement, Good Standing Percentage	95.00%
Revenue from Contract with Customer Benchmark [Member] \| Customer Concentration Risk [Member] \| Government Organization Grants [Member]
Concentration Risk, Percentage	100.00%	100.00%

Note 2 - Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Significant Accounting Policies [Text Block]

(2) Summary of Significant Accounting Policies

A summary of the significant accounting policies applied in preparation of the accompanying consolidated financial statements is set forth below.

Basis of presentation

The financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles (“GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the 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 Sciences, Inc., 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. Additional funding may be needed to cover operational costs as the Company moves forward with the Company’s efforts to develop a commercially approved product.

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and the disclosure of contingent assets and liabilities in the financial statements. The Company has used significant estimates in its determination of stock-based compensation assumptions, determination of the fair value of the Company’s common stock prior to becoming a public company, determination of the fair value of the Company’s warrants, 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.

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.

Certain of the Company’s financial instruments are not measured at fair value on a recurring basis but are recorded at amounts that approximate their fair value due to the short-term nature of their maturities, such as cash and cash equivalents, accounts receivable, accounts payable and accrued expenses.

The Company accounts for warrants to purchase its common stock pursuant to ASC Topic 470, Debt, and ASC Topic 480, Distinguishing Liabilities from Equity, and classifies warrants for common stock as liabilities or equity. The warrants classified as liabilities are reported at their estimated fair value (see Note 12, Fair Value Measurements) and any changes in fair value are reflected in other income and expense. The warrants classified as equity are reported at their estimated relative fair value with no subsequent remeasurement. The Company’s outstanding warrants are discussed in more detail in Note 12, Fair Value Measurements.

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.

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 March 31, 2023 and December 31, 2022.

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 monitors the financial institutions and the composition of the Company’s accounts. The Company has not experienced any losses in such accounts and believes that the financial institutions at which the Company’s cash is held are stable.

The Company received 100% of its total revenue through grants from government organizations during the three months ended March 31, 2023 and 2022.

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 months ended March 31, 2023 and 2022, 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 March 31, 2023 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 95% of the contract has been paid as of March 31, 2023. 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 95% of the contract has been paid as of March 31, 2023.

Equipment

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

(in years)

Animal facility equipment
7

Laboratory equipment
7

Leasehold improvements

Shorter of asset life or lease term

Office furniture & equipment
5

Vehicles
5

Repairs and maintenance expenses are expensed as incurred.

Impairment of long-lived assets

The Company reviews the recoverability of long-lived assets, including the related useful lives, whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not 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 months ended March 31, 2023 and 2022.

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 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.

Deferred grant income represents grant proceeds received by the Company prior to the period in which the research and development services occur, as qualifying expenses are incurred, or conditions of the grants are met.

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 Company securities, the 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 the Company’s 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.

Note 1 - Nature of Business (Details Textual) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Retained Earnings (Accumulated Deficit)	$ (55,223,575)	$ (47,869,755)

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Note 15 - Employee Benefit Plan

3 Months Ended

Mar. 31, 2023

Defined Benefit Plan [Text Block]

(15) 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 $76 thousand and $93 thousand, respectively, during the three months ended March 31, 2023 and 2022.

Note 3 - New Accounting Standards

3 Months Ended

Mar. 31, 2023

Accounting Standards Update and Change in Accounting Principle [Text Block]

(3) New accounting standards

Recently-adopted standards

In May 2021, 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.

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 adopted ASU 2016-13 at January 1, 2023, and the adoption did not have a material impact on its consolidated financial statements.

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

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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(2)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 926
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (f)(3)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483194/926-20-65-2

Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480530/250-10-S99-6

Reference 29: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (c)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 30: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-1

Reference 31: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 250
-Publisher FASB
-URI https://asc.fasb.org//250/tableOfContent

Reference 32: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 65
-Paragraph 1
-Subparagraph (e)(1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 33: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (d)(1)
-SubTopic 20
-Topic 310
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Reference 34: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 65
-Paragraph 2
-Subparagraph (d)(2)
-SubTopic 20
-Topic 310
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481925/310-20-65-2

Note 11 - Stock Option Plans - Summary of Restricted Stock (Details) - Restricted Stock [Member]	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Unvested, shares (in shares) \| shares	350,000
Unvested, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 1.72
Granted, shares (in shares) \| shares	318,875
Granted, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 0.54
Unvested, shares (in shares) \| shares	668,875
Unvested, weighted average grant date fair value (in dollars per share) \| $ / shares	$ 1.16

Note 8 - Accrued Expenses and Other Current Liabilities - Accrued Expenses and Other Current Liabilities (Details) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Accrued vacation	$ 609,558	$ 511,849
Accrued payroll	175,736	357,390
Accrued construction-in-progress	0	85,767
Accrued consulting	509,186	186,833
Accrued clinical trial expense	403,087	355,479
Accrued outside laboratory services	635,820	1,106,903
Accrued bonus & severance	313,602	950,324
Accrued contract manufacturing	0	25,129
Accrued legal	856,505	856,505
Accrued financing fees payable	4,410,500	4,910,500
Accrued franchise tax payable	50,000	50,000
Accrued interest	22,265	8,192
Other accrued expenses	200,000	513,110
Accounts Payable and Other Accrued Liabilities, Current	$ 8,186,259	$ 9,917,981

Note 12 - Fair Value Measurements

3 Months Ended

Mar. 31, 2023

Fair Value Disclosures [Text Block]

(12) Fair Value Measurements

Level 1: Unadjusted quoted prices in active markets for identical assets or liabilities.

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 March 31, 2023*
	*Total*		*Quoted Prices In Active Markets (Level 1)*		*Significant Other Observable Inputs (Level 2)*		*Significant Other Unobservable Inputs (Level 3)*
Liabilities:
Public Warrant liability	$	230,000	$	230,000	$	—	$	—
Private Placement Warrant liability		8,344		—		—		8,344
Total	$	238,344	$	230,000	$	—	$	8,344

	*As of December 31, 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	$	310,500	$	310,500	$	—	$	—
Private Placement Warrant liability		10,430		—		—		10,430
Total	$	320,930	$	310,500	$	—	$	10,430

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 March 31, 2023, an aggregate of 5,750,000 Public Warrants classified as liabilities were outstanding.

Private Placement Warrants

The private placement warrants (the “Private Placement Warrants”) held by assignees of Big Cypress Holdings LLC, a Delaware limited liability company which acted as the Company’s sponsor in connection with the IPO, 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 March 31, 2023, an aggregate of 208,600 Private Placement Warrants classified as liabilities were outstanding.

PIPE Warrants and PIPE Placement Agent Warrants

In December 2022, the Company entered into a Securities Purchase Agreement with certain institutional and accredited investors for the sale by the Company of 7,363,377 shares of common stock and warrants to purchase up to 7,363,377 shares of common stock (the “PIPE Warrants”), and in a private placement offering. The combined purchase price per share and accompanying PIPE Warrant was $1.08 (the “December Private Placement”). Three directors of the Company participated in the December Private Placement, each paying a $0.125 premium per share and accompanying PIPE Warrant. The PIPE Warrants, including those purchased by the participating directors of the Company are exercisable beginning six months from the date of issuance at an exercise price equal to $1.08 per Share, and are exercisable for five years from the date of issuance. The Company received gross proceeds of approximately $8.0 million before deducting transaction related fees and expenses. The Company paid Brookline Capital Markets, the placement agent, a cash fee equal to seven percent of the gross proceeds received by the Company in the December Private Placement. The Company also issued Brookline Capital Markets a warrant to purchase up to an aggregate of 210,913 shares of common stock (the “PIPE Placement Agent Warrants”), equal to 7% of the number of shares purchased by investors introduced to the Company by Brookline Capital Markets. The PIPE Placement Agent Warrants have an exercise price equal to $1.35 per share and are exercisable six months from the date of issuance and expires five years from the date of issuance.

As of March 31, 2023, 7,363,377 PIPE Warrants and 210,913 PIPE Placement Agent Warrants classified as equity were outstanding.

2023 Ladenburg Agreement Warrants

On March 21, 2023, the Company entered into a settlement agreement with Ladenburg Thalmann & Co. Inc. (“Ladenburg”), effective March 23, 2023 (the “2023 Ladenburg Agreement”, and the action brought by Ladenburg, the “Ladenburg Action”). In connection with the 2023 Ladenburg Agreement, on March 24, 2023, the Company (i) issued to Ladenburg a warrant (the “Ladenburg Warrants”) to purchase up to 300,000 shares of common stock, exercisable for three years from the date of issuance at $0.5424 per share; and (ii) furnished to Ladenburg a one-time cash payment of $500 thousand. Pursuant to the terms and subject to the conditions set forth in the 2023 Ladenburg Agreement, the Company will (i) no later than June 30, 2023, pay $1.5 million to Ladenburg in cash or shares of common stock, at the Company’s option; and (ii) no later than December 31, 2023, pay $1.1 million to Ladenburg in cash or shares of common stock, at the Company’s option. Following the completion of the Company’s obligations under the 2023 Ladenburg Agreement, Ladenburg has agreed to dismiss the Ladenburg Action with prejudice and extinguish any and all obligations of the Company in connection therewith. All cash payments contemplated by the 2023 Ladenburg Agreement are contained within accrued expenses and other current liabilities within the Company’s consolidated balance sheets as of March 31, 2023 and December 31, 2022.

As of March 31, 2023 , 300,000 Ladenburg Warrants classified as equity were outstanding.

Presentation and Valuation of the Warrants

Liability Classified Warrants

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 March 31, 2023 and December 31, 2022. The initial fair value of the warrant liabilities were measured at fair value at the Closing Date, and changes in the fair value of the warrant liabilities were presented within changes in fair value of warrant liabilities in the consolidated statements of operations for the three months ended March 31, 2023 and March 31, 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 assignees of Big Cypress Holdings LLC, 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 Level 3 fair value measurements:

	March 31, 2023
Balance, December 31, 2022	$	10,430
Change in fair value of Private Placement Warrant liability		(2,086	)
Balance, March 31, 2023	$	8,344

The key inputs into the valuations of the Company’s Liability Classified Warrants as of March 31, 2023 and December 31, 2022 were as follows:

	March 31, 2023			December 31, 2022
Risk-free interest rate		3.75	%		4.00	%
Expected term remaining (years)		3.56			3.81
Implied volatility		94.0	%		82.0	%
Closing common stock price on the measurement date	$	0.44		$	0.59

As of March 31, 2023 and December 31, 2022, 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.

Equity Classified Warrants

The Company determined the Ladenburg Warrants, PIPE Warrants, and PIPE Placement Agent Warrants met all necessary criteria to be accounted for as equity in accordance with ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity. As such, they are presented within additional paid-in capital within Company’s consolidated statements of changes in stockholders’ equity (deficit) and consolidated balance sheets.

Warrants classified as equity are initially measured at fair value. Subsequent changes in fair value are not recognized as long as the warrants continue to be classified as equity.

The initial fair value of each PIPE Warrant and PIPE Placement Agent Warrant issued was determined using the Black-Scholes option-pricing model. All relevant terms and conditions for the PIPE Warrant and PIPE Placement Agent Warrant are identical with the exception of the exercise prices of $1.08 and $1.35, respectively; the key inputs into the valuations as of the initial measurement date were as follows:

	Initial
	Measurement
Risk-free interest rate		3.62	%
Expected term remaining (years)		5.00
Implied volatility		89.0	%
Closing common stock price on the measurement date, less discount for lack of marketability (1)	$	0.66

(1)

As the underlying shares are restricted from sale for a period of 180 days from the date of the 2022 Private Placement, the fair value of the warrants were estimated using the Black-Scholes option pricing model that uses several inputs, including market price of the Company’s common shares at the end of each reporting period (a level one input), less a discount for lack of marketability (a level two input). The discount for lack of marketability was estimated upon consideration of volatility and the length of the lock-up period.

Upon initial measurement, the fair value of the PIPE Warrants and PIPE Placement Agent Warrants were determined to be $0.42 and $0.39, respectively, per warrant for aggregate values of approximately $3.1 million and $82 thousand, respectively. In the Private Placement, the Company recognized the PIPE Warrants and PIPE Placement Agent Warrants on a relative fair value basis with approximately $2.2 million and $58 thousand being allocated to each as a component of additional paid-in capital within the Company’s consolidated statements of changes in stockholders’ equity (deficit) and consolidated balance sheets as of December 31, 2022.

The initial fair value of each Ladenburg Warrant issued and exercisable at $0.5424 has been determined using the Black-Scholes option-pricing model. The key inputs into the valuations as of the 2023 Ladenburg Agreement initial measurement date were as follows:

	*Initial*
	*Measurement*
Risk-free interest rate		3.98	%
Expected term remaining (years)		3.00
Implied volatility		94.0	%
Closing common stock price on the measurement date	$	0.52

Upon initial measurement, the fair value of each Ladenburg Warrant was determined to be $0.31, per warrant for a value of approximately $93 thousand. The total fair value of the Ladenburg Warrants was recognized by the company as a non-cash expense and allocated to additional paid-in capital within the Company’s consolidated statement of changes in stockholders’ equity (deficit) and consolidated balance sheet.

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)

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

Note 5 - Earnings Per Share (Details Textual) - shares

3 Months Ended

Mar. 31, 2023

Mar. 31, 2022

Dec. 31, 2022

24,369,759

19,614,333

Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)

^[1],[2]

6,258,600

5,958,600

PIPE Private Placement Warrants [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)

7,363,777

7,363,377

Placement Agent Warrants [Member]

Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)

210,193

210,913

Public Warrants [Member] | Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)

5,750,000

Private Placement Warrants [Member] | Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)

208,600

Ladenburg Agreement [Member] | Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in shares)

300,000

[1]	Included in Common stock warrants are the 5,750,000 Public Warrants, 208,600 Private Warrants, and 300,000 Ladenburg Agreement Warrants. See Note 12, Fair Value Measurements for further details on the Company's outstanding warrants
[2]	The PIPE Warrants and Placement Agent Warrants to purchase 7,363,777 and 210,193 shares of common stock, respectively, are excluded from the calculation of diluted earnings per share as they are not exercisable until June 7, 2023.

Note 2 - Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023