Quarterly report pursuant to Section 13 or 15(d)

Organization

Organization

9 Months Ended

Sep. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

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 consolidated financial statements for the three and nine months ended September 30, 2022 have been restated related to the Company’s accounting for research and development expenses; certain upfront or prepayments made to vendors and expenses to be accrued, and their classification on the Company’s financial statements for the three- and nine- month periods ended September 30, 2022.

Management reviewed the terms and conditions of the contracts and the payments and concluded that during the three- and nine-month periods ending September 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 for future research and development; and determined that the financial statements originally reported for the three-and nine-month periods ended September 30, 2022 classified expense on the Company’s unaudited consolidated statement of operations that should be classified as prepaid expense on the Company’s unaudited consolidated balance sheet. Management also determined that during the three- and nine-month periods ending September 30, 2022, expenses had been incurred for research and development activities completed that should have been reflected as expense on the Company’s unaudited consolidated statement of operations and accrued liabilities on the Company’s unaudited consolidated balance sheet.

The Company has restated its accounting for these prepaid and accrued expenses and recorded them as prepaid assets and accrued liabilities on its consolidated balance sheet with changes to the amount of research and development expense recorded on the consolidated statement of operations for the three- and nine- month periods ended September 30, 2022.

As a result of these adjustments, net loss for the three and nine months ended September 30, 2022 was reduced by $0.05 million and $1.9 million respectively. The total assets reported for the nine-month period ended September 30, 2022 increased by $2.0 million. Total accumulated deficit for the nine-month period ending September 30, 2022 was reduced by $1.9 million. The Company has reported an amended net loss of $3.9 million and $12 million for the three- and nine-month periods ended September 30, 2022 respectively; versus the previously reported net loss of approximately $3.9 million and $14 million. For the nine-month period ended September 30, 2022 the Company has also reported amended total assets of $17 million and accumulated deficit of $183 million versus $15 million and $185 million respectively.

The following tables summarize the effects of the restatement on the Company’s consolidated unaudited financial statements for the three- and nine-months ended September 30, 2022:

Oragenics, Inc.

Consolidated Balance Sheets

September 30, 2022

	As Previously Reported			Adjustment		As Restated
		(Unaudited)
Assets
Current assets:
Cash and cash equivalents	$	13,951,054				$	13,951,054
Other receivables		—					-
Prepaid expenses and other current assets		561,952			2,010,081		2,572,033
Total current assets		14,513,006					16,523,087
Property and equipment, net		132,382					132,382
Operating lease right-of-use assets		395,435					395,435
Total assets	$	15,040,823				$	17,050,904
Liabilities and Shareholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	871,084			75,000	$	946,084
Short-term notes payable		424,924					424,924
Operating lease liabilities		201,973					201,973
Total current liabilities		1,497,981					1,572,981

Long-term liabilities:
Operating lease liabilities		204,593					204,593
Total long-term liabilities		204,593					204,593

Shareholders’ equity:
Preferred stock, no par value; 50,000,000 shares authorized; 5,417,000, and 9,417,000 Series A shares, 4,050,000 and 6,600,000 Series B shares, issued and outstanding at September 30, 2022 and December 31, 2021, respectively		1,592,723					1,592,723
Common stock, $0.001 par value; 250,000,000 and 200,000,000 shares authorized at September 30, 2022 and December 31, 2021, respectively, 117,304,809 and 116,394,806 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		117,305					117,305
Additional paid-in capital		196,888,079					196,888,079
Accumulated deficit		(185,259,858	)		1,935,081		(183,324,777	)
Total shareholders’ equity		13,338,249					15,273,330
Total liabilities and shareholders’ equity	$	15,040,823				$	17,050,904

See accompanying notes.

Oragenics, Inc.

Consolidated Statements of Operations

(Unaudited)

	As Previously Reported			Adjustment			As Restated
	For the Three Months Ended September 30, 2022
	As Previously Reported			Adjustment			As Restated
Grant revenue	$	86,047					$	86,047

Operating expenses:
Research and development		2,824,598			(47,530	)		2,777,068
General and administrative		1,215,009						1,215,009
Total operating expenses		4,039,607						3,992,077
Loss from operations		(3,953,560	)					(3,906,030	)
Other income (expense):
Interest income		41,634						41,634
Interest expense		(5,228	)					(5,228	)
Local business tax		(489	)					(489	)
Miscellaneous income		-						-
Total other income, net		35,917						35,917
Loss before income taxes		(3,917,643	)					(3,870,113	)
Income tax benefit		-						-
Net loss	$	(3,917,643	)				$	(3,870,113	)
Basic and diluted net loss per share	$	(0.03	)				$	(0.03	)
Shares used to compute basic and diluted net loss per share		116,744,807						116,744,807

Oragenics, Inc.

Consolidated Statements of Operations

(Unaudited)

	As Previously Reported			Adjustment			As Restated
	For the Nine Months Ended September 30, 2022
	As Previously Reported			Adjustment			As Restated
Grant revenue	$	131,521					$	131,521

Operating expenses:
Research and development		10,595,842			(1,935,081	)		8,660,761
General and administrative		3,590,892						3,590,892
Total operating expenses		14,186,734						12,251,653
Loss from operations		(14,055,213	)					(12,120,132	)
Other income (expense):
Interest income		68,909						68,909
Interest expense		(9,290	)					(9,290	)
Local business tax		(1,469	)					(1,469	)
Miscellaneous income		11,333						11,333
Total other income, net		69,483						69,483
Loss before income taxes		(13,985,730	)					(12,050,649	)
Income tax benefit		—						-
Net loss	$	(13,985,730	)				$	(12,050,649	)
Basic and diluted net loss per share	$	(0.12	)				$	(0.10	)
Shares used to compute basic and diluted net loss per share		116,511,473						116,511,473

See accompanying notes.

Oragenics, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

	2022 As Restated			Adjustment			2021
	For the Nine Months Ended September 30, 2022
	As Previously Reported			Adjustment			As Restated
Cash flows from operating activities:
Net loss	$	(13,985,730	)		1,935,081		$	(12,050,649	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		31,594						31,594
Gain on sale of property and equipment		(10,964	)					(10,964	)
Stock-based compensation expense		837,780						837,780
Changes in operating assets and liabilities:								—
Other receivables		6,987						6,987
Prepaid expenses and other current assets		401,176			(2,010,081	)		(1,608,905	)
Accounts payable and accrued expenses		(76,490	)		75,000			(1,490	)
Net cash used in operating activities		(12,795,647	)					(12,795,647	)
Cash flows from investing activities:
Proceeds from sale of property and equipment		12,000						12,000
Purchase of property and equipment		(124,081	)					(124,081	)
Net cash used in investing activities		(112,081	)					(112,081	)
Cash flows from financing activities:
Payments on short-term notes payable		(406,921	)					(406,921	)
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 financing activities		(406,921	)					(406,921	)
Net increase (decrease) in cash and cash equivalents		(13,314,649	)					(13,314,649	)
Cash and cash equivalents at beginning of period		27,265,703			-			27,265,703
Cash and cash equivalents at end of period	$	13,951,054			-		$	13,951,054
Supplemental disclosure of cash flow information:
Interest paid	$	9,290					$	9,290
Non-cash investing and financing activities:
Borrowings under short term notes payable for prepaid expense	$	528,429					$	528,429
Value of Series A preferred stock converted into common stock	$	415,169					$	415,169
Value of Series B preferred stock converted into common stock	$	648,821					$	648,821
Par value of common stock issued in connection with Series A Preferred Stock Conversion	$	400					$	400
Par value of common stock issued in connection with Series B Preferred Stock Conversion	$	510					$	510
Stock dividend on Series C Preferred stock	$	—					$	—

See accompanying notes.