Organization |
1.
Organization
Oragenics,
Inc. (formerly known as Oragen, Inc.) (the “Company”
or “we”) was incorporated in November, 1996; however, operating activity did not commence until 1999. We are focused on the
development of the NT-CoV2-1 intranasal vaccine candidate to combat the novel Severe Acute Respiratory Syndrome coronavirus (“SARS-CoV-2”)
coronavirus pandemic and the further development of effective treatments for novel antibiotics against infectious disease.
1A: Amendment To Previously Reported Quarterly Financial Statements
The
Company’s previously issued unaudited consolidated financial statements for the three-month period ended March 31, 2022 have
been restated related to the Company’s accounting for certain research and development expenses; certain upfront and
prepayments made to vendors, and their classification on the Company’s unaudited consolidated financial statements.
Management reviewed the terms and conditions of
the contracts and the payments and concluded that during the three-month period ending March 31, 2022 amounts were paid as part of a
prepayment arrangement. Management reviewed Accounting Standards Codification Topic 730 Research and Development guidance related to
recording initial upfront payments to vendors; and determined that the unaudited consolidated financial statements originally
reported for the three-month period ended March 31, 2022 classified as research and development expense on the unaudited
consolidated statement of operations that should be classified as prepaid expense on the Company’s unaudited consolidated
balance sheet.
The Company has restated its accounting for
these prepaid research and development expenses and recorded them as prepaid assets on its unaudited consolidated balance sheet with
changes to the amount of research and development expense recorded on its unaudited consolidated statement of operations for the
three-month period ended March 31, 2022.
As
a result of these adjustments, net loss for the three-months ended March 31, 2022 was reduced by $1.4 million,
the total assets reported for the same period increased by $1.4 million
and total equity increased by $1.4 million.
The Company has reported an amended net loss of $4.6 million
versus the previously reported net loss of approximately $6 million.
For the same period the Company has also reported amended total assets of approximately $24 million
and accumulated deficit of $176 million;
versus $22 million
and $177 million
respectively.
The
following tables summarize the effect of the restatement on the Company’s consolidated unaudited financial statements for the three months ended March 31, 2022:
Schedule
of Effect of Restatement on Financial Statements
Oragenics,
Inc.
Consolidated
Balance Sheets
March
31, 2022
|
|
As Previously Reported |
|
|
Adjustment
|
|
|
As Restated |
|
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
21,372,463 |
|
|
|
- |
|
|
$ |
21,372,463 |
|
Other receivables |
|
|
— |
|
|
|
- |
|
|
|
— |
|
Prepaid expenses and other current assets |
|
|
277,473 |
|
|
|
1,444,401 |
|
|
|
1,721,874 |
|
Total current assets |
|
|
21,649,936 |
|
|
|
|
|
|
|
23,094,337 |
|
Property and equipment, net |
|
|
121,845 |
|
|
|
|
|
|
|
121,845 |
|
Operating lease right-of-use assets |
|
|
431,961 |
|
|
|
|
|
|
|
431,961 |
|
Total assets |
|
$ |
22,203,742 |
|
|
|
|
|
|
$ |
23,648,143 |
|
Liabilities and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
1,094,052 |
|
|
|
|
|
|
$ |
1,094,052 |
|
Short-term notes payable |
|
|
122,175 |
|
|
|
|
|
|
|
122,175 |
|
Operating lease liabilities |
|
|
192,535 |
|
|
|
|
|
|
|
192,535 |
|
Total current liabilities |
|
|
1,408,762 |
|
|
|
|
|
|
|
1,408,762 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities |
|
|
253,928 |
|
|
|
|
|
|
|
253,928 |
|
Total long-term liabilities |
|
|
253,928 |
|
|
|
|
|
|
|
253,928 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, no par value; 50,000,000 shares authorized; 9,417,000 Series A shares, 6,600,000 Series B shares, issued and outstanding at March 31, 2022 and December 31, 2021, respectively |
|
|
2,656,713 |
|
|
|
|
|
|
|
2,656,713 |
|
Common stock, $0.001 par value; 250,000,000 and 200,000,000 shares authorized at March 31, 2022 and December 31, 2021, respectively, 116,394,806 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively |
|
|
116,395 |
|
|
|
|
|
|
|
116,395 |
|
Additional paid-in capital |
|
|
195,077,466 |
|
|
|
|
|
|
|
195,077,466 |
|
Accumulated deficit |
|
|
(177,309,522 |
) |
|
|
1,444,401 |
|
|
|
(175,865,121 |
) |
Total shareholders’ equity |
|
|
20,541,052 |
|
|
|
|
|
|
|
21,985,453 |
|
Total liabilities and shareholders’ equity |
|
$ |
22,203,742 |
|
|
|
|
|
|
$ |
23,648,143 |
|
Oragenics,
Inc.
Consolidated
Statements of Operations
(Unaudited)
|
|
As Previously Reported |
|
|
Adjustment
|
|
|
As Restated |
|
|
|
For the Three Months Ended
March 31, 2022
|
|
|
|
As Previously Reported |
|
|
Adjustment
|
|
|
As Restated |
|
Grant revenue |
|
$ |
15,083 |
|
|
|
- |
|
|
$ |
15,083 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
4,738,062 |
|
|
|
(1,444,401 |
) |
|
|
3,293,661 |
|
General and administrative |
|
|
1,331,549 |
|
|
|
|
|
|
|
1,331,549 |
|
Total operating expenses |
|
|
6,069,611 |
|
|
|
|
|
|
|
4,625,210 |
|
Loss from operations |
|
|
(6,054,528 |
) |
|
|
|
|
|
|
(4,610,127 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
11,906 |
|
|
|
|
|
|
|
11,906 |
|
Interest expense |
|
|
(3,246 |
) |
|
|
|
|
|
|
(3,246 |
) |
Local business tax |
|
|
(490 |
) |
|
|
|
|
|
|
(490 |
) |
Miscellaneous income |
|
|
10,964 |
|
|
|
|
|
|
|
10,964 |
|
Total other income, net |
|
|
19,134 |
|
|
|
|
|
|
|
19,134 |
|
Income tax benefit |
|
|
— |
|
|
|
|
|
|
|
- |
|
Net loss |
|
$ |
(6,035,394 |
) |
|
|
|
|
|
$ |
(4,590,993 |
) |
Basic and diluted net loss per share |
|
$ |
(0.05 |
) |
|
|
|
|
|
$ |
(0.04 |
) |
Shares used to compute basic and diluted net loss per share |
|
|
116,394,806 |
|
|
|
|
|
|
|
116,394,806 |
|
Oragenics,
Inc.
Consolidated
Statements of Cash Flows
(Unaudited)
|
|
As Previously Reported
|
|
|
Adjustment
|
|
|
As Restated |
|
|
|
For the Three Months Ended
March 31, 2022
|
|
|
|
As Previously Reported
|
|
|
Adjustment
|
|
|
As Restated |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(6,035,394 |
) |
|
|
1,444,401 |
|
|
$ |
(4,590,993 |
) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
8,468 |
|
|
|
|
|
|
|
8,468 |
|
Gain on sale of property and equipment |
|
|
(10,964 |
) |
|
|
|
|
|
|
(10,964 |
) |
Stock-based compensation expense |
|
|
90,247 |
|
|
|
|
|
|
|
90,247 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Other receivables |
|
|
6,987 |
|
|
|
|
|
|
|
6,987 |
|
Prepaid expenses and other current assets |
|
|
157,226 |
|
|
|
(1,444,401 |
) |
|
|
(1,287,175 |
) |
Accounts payable and accrued expenses |
|
|
146,478 |
|
|
|
|
|
|
|
146,478 |
|
Net cash used in operating activities |
|
|
(5,636,952 |
) |
|
|
|
|
|
|
(5,636,952 |
) |
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from sale of property and equipment |
|
|
12,000 |
|
|
|
|
|
|
|
12,000 |
|
Purchase of property and equipment |
|
|
(87,047 |
) |
|
|
|
|
|
|
(87,047 |
) |
Net cash used in investing activities |
|
|
(75,047 |
) |
|
|
|
|
|
|
(75,047 |
) |
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Payments on short-term notes payable |
|
|
(181,241 |
) |
|
|
|
|
|
|
(181,241 |
) |
Redemption of Series C Preferred stock |
|
|
— |
|
|
|
|
|
|
|
— |
|
Proceeds from issuance of common stock for warrant exercise |
|
|
— |
|
|
|
|
|
|
|
— |
|
Net proceeds from issuance of common stock |
|
|
— |
|
|
|
|
|
|
|
— |
|
Net cash provided by (used in) financing activities |
|
|
(181,241 |
) |
|
|
|
|
|
|
(181,241 |
) |
Net increase (decrease) in cash and cash equivalents |
|
|
(5,893,240 |
) |
|
|
|
|
|
|
(5,893,240 |
) |
Cash and cash equivalents at beginning of period |
|
|
27,265,703 |
|
|
|
- |
|
|
|
27,265,703 |
|
Cash and cash equivalents at end of period |
|
$ |
21,372,463 |
|
|
|
- |
|
|
$ |
21,372,463 |
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
3,246 |
|
|
|
|
|
|
$ |
3,246 |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Stock dividend on Series C Preferred stock |
|
$ |
— |
|
|
|
|
|
|
$ |
— |
|
|