Organization |
1.
Organization
Oragenics,
Inc. (the “Company” or “we”) is focused on the development of the NT-CoV2-1 intranasal vaccine candidate to combat
the novel Severe Acute Respiratory Syndrome coronavirus (“SARS-CoV-2”) and 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- and six-month periods ended June
30, 2022 have been restated related to the Company’s accounting for certain research and development expense; 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- and six-month period ended
June 30, 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- and six- month periods ended June 30, 2022 classified 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-and six-
month periods ended June 30, 2022.
As
a result of these adjustments, net loss for the three and six months ended June 30, 2022 was reduced by approximately $0.4
million and $1.9
million respectively. The total assets reported
for the six-month period ended June 30, 2022 increased by approximately $1.9
million. Total accumulated deficit for the six-month
period ending June 30, 2022 was reduced by approximately $1.9
million. The Company has reported an amended
net loss of $3.6 million
and $8.2 million
for the three and six months ended June 30, 2022 respectively; versus the previously reported net loss of approximately $4
million and $10
million. For the same six-month period ended
June 30, 2022 the Company has also reported amended total assets of $20
million and accumulated deficit of $179
million versus $18
million and $181
million respectively.
The
following table summarizes the effect of the restatement on the Company’s unaudited consolidated financial statements for the
three- and six- months ended June 30, 2022:
Schedule
of Effect of Restatement on Financial Statements
Oragenics,
Inc.
Consolidated
Balance Sheets
June
30, 2022
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated |
|
|
|
(Unaudited) |
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash
equivalents |
|
$ |
17,867,483 |
|
|
|
|
|
|
$ |
17,867,483 |
|
Other receivables |
|
|
- |
|
|
|
|
|
|
|
- |
|
Prepaid expenses and other
current assets |
|
|
102,498 |
|
|
|
1,887,551 |
|
|
|
1,990,049 |
|
Total current assets |
|
|
17,969,981 |
|
|
|
|
|
|
|
19,857,532 |
|
Property and equipment, net |
|
|
109,780 |
|
|
|
|
|
|
|
109,780 |
|
Operating lease right-of-use
assets |
|
|
385,361 |
|
|
|
|
|
|
|
385,361 |
|
Total assets |
|
$ |
18,465,122 |
|
|
|
|
|
|
$ |
20,352,673 |
|
Liabilities
and Shareholders’ Equity |
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Accounts payable and accrued
expenses |
|
$ |
1,279,598 |
|
|
|
|
|
|
$ |
1,279,598 |
|
Short-term notes payable |
|
|
- |
|
|
|
|
|
|
|
- |
|
Operating lease liabilities |
|
|
180,824 |
|
|
|
|
|
|
|
180,824 |
|
Total current liabilities |
|
|
1,460,422 |
|
|
|
|
|
|
|
1,460,422 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
Operating lease liabilities |
|
|
217,353 |
|
|
|
|
|
|
|
217,353 |
|
Total long-term liabilities |
|
|
217,353 |
|
|
|
|
|
|
|
217,353 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
June 30, 2022 and December 31, 2021, respectively
|
|
|
2,656,713 |
|
|
|
|
|
|
|
2,656,713 |
|
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
June 30, 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 June 30, 2022 and December 31, 2021, respectively, 116,394,806 shares issued and
outstanding at June 30, 2022 and December 31, 2021, respectively |
|
|
116,395 |
|
|
|
|
|
|
|
116,395 |
|
Additional paid-in capital |
|
|
195,356,454 |
|
|
|
|
|
|
|
195,356,454 |
|
Accumulated deficit |
|
|
(181,342,215 |
) |
|
|
1,887,551 |
|
|
|
(179,454,664 |
) |
Total shareholders’
equity |
|
|
16,787,347 |
|
|
|
|
|
|
|
18,674,898 |
|
Total liabilities and shareholders’
equity |
|
$ |
18,465,122 |
|
|
|
|
|
|
$ |
20,352,673 |
|
Oragenics, Inc.
Consolidated Statements of Operations
(Unaudited)
|
|
As
Previously Reported
|
|
|
Adjustment |
|
|
As
Restated |
|
|
|
|
|
|
|
For
the Three Months Ended
June 30, 2022
|
|
|
|
As
Previously Reported
|
|
|
Adjustment |
|
|
As
Restated |
|
Grant
revenue |
|
$ |
30,391 |
|
|
|
|
|
|
$ |
30,391 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Research
and development |
|
|
3,033,182 |
|
|
|
(443,150 |
) |
|
|
2,590,032 |
|
General
and administrative |
|
|
1,044,334 |
|
|
|
|
|
|
|
1,044,334 |
|
Total
operating expenses |
|
|
4,077,516 |
|
|
|
|
|
|
|
3,634,366 |
|
Loss
from operations |
|
|
(4,047,125 |
) |
|
|
|
|
|
|
(3,603,975 |
) |
Other
income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest
income |
|
|
15,369 |
|
|
|
|
|
|
|
15,369 |
|
Interest
expense |
|
|
(816 |
) |
|
|
|
|
|
|
(816 |
) |
Local
business tax |
|
|
(490 |
) |
|
|
|
|
|
|
(490 |
) |
Miscellaneous
income |
|
|
369 |
|
|
|
|
|
|
|
369 |
|
Total
other income, net |
|
|
14,432 |
|
|
|
|
|
|
|
14,432 |
|
Income
tax benefit |
|
|
- |
|
|
|
|
|
|
|
- |
|
Net
loss |
|
$ |
(4,032,693 |
) |
|
|
|
|
|
$ |
(3,589,543 |
) |
Basic
and diluted net loss per share |
|
$ |
(0.03 |
) |
|
|
|
|
|
$ |
(0.03 |
) |
Shares
used to compute basic and diluted net loss per share |
|
|
116,394,806 |
|
|
|
|
|
|
|
116,394,806 |
|
Oragenics,
Inc.
Consolidated
Statements of Operations
(Unaudited)
|
|
As Previously Reported |
|
|
Adjustment
|
|
|
As Restated |
|
|
|
For
the Six Months Ended
June 30, 2022
|
|
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As
Restated |
|
Grant revenue |
|
$ |
45,474 |
|
|
|
|
|
|
$ |
45,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
7,771,244 |
|
|
|
(1,887,551 |
) |
|
|
5,883,693 |
|
General and administrative |
|
|
2,375,883 |
|
|
|
|
|
|
|
2,375,883 |
|
Total operating expenses |
|
|
10,147,127 |
|
|
|
|
|
|
|
8,259,576 |
|
Loss from operations |
|
|
(10,101,653 |
) |
|
|
|
|
|
|
(8,214,102 |
) |
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
27,275 |
|
|
|
|
|
|
|
27,275 |
|
Interest expense |
|
|
(4,062 |
) |
|
|
|
|
|
|
(4,062 |
) |
Local business tax |
|
|
(980 |
) |
|
|
|
|
|
|
(980 |
) |
Miscellaneous income |
|
|
11,333 |
|
|
|
|
|
|
|
11,333 |
|
Total other income, net |
|
|
33,566 |
|
|
|
|
|
|
|
33,566 |
|
Income tax benefit |
|
|
- |
|
|
|
|
|
|
|
- |
|
Net loss |
|
$ |
(10,068,087 |
) |
|
|
|
|
|
$ |
(8,180,536 |
) |
Basic and diluted net loss
per share |
|
$ |
(0.09 |
) |
|
|
|
|
|
$ |
(0.07 |
) |
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 Six Months Ended
June 30, 2022
|
|
|
|
As Previously
Reported
|
|
|
Adjustment
|
|
|
As Restated |
|
Cash flows
from operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Net loss |
|
$ |
(10,068,087 |
) |
|
|
1,887,551 |
|
|
$ |
(8,180,536 |
) |
Adjustments to reconcile net
loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
18,847 |
|
|
|
|
|
|
|
18,847 |
|
Gain on sale of property and
equipment |
|
|
(10,964 |
) |
|
|
|
|
|
|
(10,964 |
)
|
Stock-based compensation expense |
|
|
369,235 |
|
|
|
|
|
|
|
369,235 |
|
Changes in operating assets
and liabilities: |
|
|
|
|
|
|
|
|
|
|
- |
|
Other receivables |
|
|
6,987 |
|
|
|
|
|
|
|
6,987 |
|
Prepaid expenses and other
current assets |
|
|
332,201 |
|
|
|
(1,887,551 |
)
|
|
|
(1,555,350 |
)
|
Accounts payable and accrued
expenses |
|
|
332,024 |
|
|
|
|
|
|
|
332,024 |
|
Net cash used in operating
activities |
|
|
(9,019,757 |
) |
|
|
|
|
|
|
(9,019,757 |
) |
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 |
|
|
(303,416 |
) |
|
|
|
|
|
|
(303,416 |
) |
Redemption of Series C Preferred
stock |
|
|
- |
|
|
|
|
|
|
|
- |
|
Proceeds from issuance of
common stock for option exercise |
|
|
- |
|
|
|
|
|
|
|
- |
|
Proceeds from issuance of
common stock for warrant exercise |
|
|
- |
|
|
|
|
|
|
|
- |
|
Net proceeds from issuance
of common stock |
|
|
- |
|
|
|
|
|
|
|
- |
|
Net cash provided by (used
in) financing activities |
|
|
(303,416 |
) |
|
|
|
|
|
|
(303,416 |
)
|
Net increase (decrease) in
cash and cash equivalents |
|
|
(9,398,220 |
) |
|
|
|
|
|
|
(9,398,220 |
) |
Cash and cash equivalents
at beginning of period |
|
|
27,265,703 |
|
|
|
- |
|
|
|
27,265,703 |
|
Cash and cash equivalents
at end of period |
|
$ |
17,867,483
|
|
|
|
|
|
|
$ |
17,867,483
|
|
Supplemental
disclosure of cash flow information: |
|
|
|
|
|
|
|
|
|
|
|
|
Interest paid |
|
$ |
4,062 |
|
|
|
|
|
|
$ |
4,062
|
|
Non-cash investing and financing
activities: |
|
|
- |
|
|
|
|
|
|
|
- |
|
Stock dividend on Series C
Preferred stock |
|
$ |
- |
|
|
|
|
|
|
$ |
- |
|
|