Significant Accounting Policies (Policies) |
12 Months Ended | ||||||
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Dec. 31, 2025 | |||||||
| Accounting Policies [Abstract] | |||||||
| Basis of Consolidation |
Basis of Consolidation
The consolidated financial statements include the accounts of Oragenics, Inc. and our wholly-owned subsidiaries Noachis Terra, Inc and Oragenics Australia Pty Ltd. All intercompany balances and transactions have been eliminated in consolidation.
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| New Accounting Standards |
New Accounting Standards
ASU 2023-07
In November 2023, the FASB issued ASU No. 2023-07, which provides amendments to reportable segment disclosure requirements requiring disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. All disclosure requirements of ASU 2023-07 are required for entities with a single reportable segment. The new segment disclosures are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted ASU 2023-07 for the year ended December 31, 2024. The adoption resulted in expanded disclosure requirements but did not have a material impact on the Company’s consolidated financial statements.
ASU 2023-09
In December 2023, the FASB issued ASU 2023-09 related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The Company adopted this pronouncement for the year ended December 31, 2025. Aside from the expanded disclosure requirements, the adoption did not have a material impact on the Company’s consolidated financial statements.
ASU 2024-03
In November 2024, the FASB issued ASU 2024-03 related to the disaggregation of certain income statement expenses. The amendments in this update require public entities to disclose incremental information related to purchases of inventory, team member compensation and depreciation, which will provide investors the ability to better understand entity expenses and make their own judgements about entity performance. The amendments are effective for fiscal years beginning after December 15, 2026. We plan to adopt this pronouncement and make the necessary updates to our disclosures for the year ending December 31, 2027, and, aside from these disclosure changes, we do not expect the amendments to have a material effect on our financial statements. |
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| Use of Estimates |
Use of Estimates
The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions that affect reported amounts and related disclosures. There are certain critical estimates that we believe require significant judgment in the preparation of our financial statements. We consider an accounting estimate to be critical if:
Our critical accounting policies and estimates include accounting for stock-based awards and accounting for business combinations or asset purchases as described below.
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| Cash and Cash Equivalents |
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly liquid investments with an original maturity of three months or less. Our cash and cash equivalents are deposited in a financial institution and consist of demand deposits and highly liquid overnight repurchase agreements that qualify as cash equivalents. At times, deposits are in excess of federally insured limits.
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| Business Segments |
Business Segments
We operate in a single reportable segment, which includes all activities related to the development of our lead product candidate, ONP-002, for the treatment of mild traumatic brain injury (concussion). This determination is consistent with how financial information is reviewed and evaluated by our Chief Operation Decision Maker (“CODM”) for purposes of performance assessment, resource allocation, and planning.
Our CODM is currently our Chief Executive Officer and Chief Financial Officer, who regularly reviews consolidated net loss and total assets as key measures in operating decision-making. We do not separately evaluate results by geographic region or product line.
For the years ended December 31, 2025, and 2024, we did not generate any revenue. Our segment asset measure is reported on the consolidated balance sheet and total assets.
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| Stock-Based Awards |
Generally, all forms of stock-based awards, including stock option grants and warrants, are measured at fair value on the grant date using a Black-Scholes Option Pricing Model, which requires us to make certain assumptions and estimates related to the risk-free interest rate, expected stock price volatility, expected life of the award and expected dividends.
The expense resulting from stock-based awards is recognized in research and development or general and administrative in our Consolidated Statements of Operations, depending on the nature of the services provided, on a straight-line basis over the requisite service period. Awards that do not vest at the grant date are subject to forfeiture.
For performance-based awards, we record share-based compensation expense only when the performance-based milestone is deemed probable of achievement. We utilize both quantitative and qualitative criteria to judge whether milestones are probable of achievement.
For awards with market-based performance conditions, we recognize the grant-date fair value of the award over the derived service period regardless of whether the underlying performance condition is met.
We account for forfeitures of stock-based awards as a component of stock-based compensation expense as the forfeitures occur. |
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| Impairment of Long-Lived Assets |
Impairment of Long-Lived Assets
We periodically review our long-lived assets for impairment and reduce the carrying value to fair value whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Recoverability is assessed based on a comparison of the carrying amount of the asset to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. There was no impairment losses recorded during the years ended December 31, 2025, and 2024.
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| Research and Development Expenses |
Research and Development Expenses
Research and development consist of expenses incurred in connection with the discovery and development of our product candidates and are expensed as incurred on our Consolidated Statements of Operations. Prepayments and upfront payments to third-party vendors for work to be completed in the future are recorded as a prepaid expense on our Consolidated Balance Sheet and are expensed to research and development as the related services are performed or the goods are delivered.
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| Income Tax |
Income Tax
Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rate is recognized in income tax expense in the period that includes the enactment date. Deferred tax assets are reduced to estimated amounts expected to be realized by the use of a valuation allowance. Based on our historical operating losses, a valuation allowance has been recognized for all deferred tax assets.
Under U.S. GAAP, the impact of an uncertain income tax position on the income tax return must be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.
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| Concentrations |
Concentrations
Financial instruments which potentially subject us to concentrations of credit risk consist principally of cash and cash equivalents. We maintain cash accounts in commercial banks, which may, at times, exceed federally insured limits. We have not experienced any losses in such accounts. Management monitors the creditworthiness of the financial institutions in which it deposits cash and cash equivalents. As of December 31, 2025, and 2024, the uninsured portion of this balance was $3.9 million and $0.6 million, respectively.
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| Grant Revenue |
Grant Revenue
We recognized grant revenue as reimbursable grant costs were incurred up to the pre-approved award limits within the budget period. The costs associated with these reimbursements were reflected as a component of Research and development in the accompanying Consolidated Statements of Operations. No grant revenue was recognized during the years ended December 31, 2025, or 2024. |
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| Leases |
Leases
The Company determines whether an arrangement contains a lease at inception. The Company has elected the short-term lease exemption for leases with a term of twelve months or less and does not record right-of-use assets or lease liabilities for such leases. Lease payments under short-term leases are recognized as lease expense on a straight-line basis over the lease term.
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