Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 10, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Arcadia Biosciences, Inc. | |
Entity Central Index Key | 0001469443 | |
Entity Current Reporting Status | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 10,699,577 | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Small Business | true | |
Extended Transition Period | true | |
Entity File Number | 001-37383 | |
Entity Tax Identification Number | 81-0571538 | |
Entity Address, Address Line One | 202 Cousteau Place | |
Entity Address, Address Line Two | Suite 105 | |
Entity Address, City or Town | Davis | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 95618 | |
City Area Code | 530 | |
Local Phone Number | 756-7077 | |
Entity Incorporation, State or Country Code | DE | |
Trading Symbol | RKDA | |
Title of 12(b) Security | Common | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 14,995 | $ 8,417 |
Short-term investments | 600 | 16,915 |
Accounts receivable | 403 | 602 |
Inventories, net — current | 8,772 | 1,794 |
Prepaid expenses and other current assets | 1,326 | 712 |
Total current assets | 26,096 | 28,440 |
Restricted cash | 2,000 | |
Property and equipment, net | 3,403 | 1,799 |
Right of use asset | 5,598 | 1,963 |
Inventories, net — noncurrent | 658 | 364 |
Other noncurrent assets | 23 | 8 |
Total assets | 37,778 | 32,574 |
Current liabilities: | ||
Accounts payable and accrued expenses | 6,937 | 4,685 |
Amounts due to related parties | 22 | 40 |
Debt — current | 519 | 24 |
Unearned revenue — current | 42 | |
Operating lease liability — current | 623 | 611 |
Other current liabilities | 263 | 306 |
Total current liabilities | 8,364 | 5,708 |
Debt — noncurrent | 2,742 | 107 |
Operating lease liability — noncurrent | 5,220 | 1,497 |
Common stock warrant liabilities | 5,836 | 14,936 |
Other noncurrent liabilities | 2,000 | 2,000 |
Total liabilities | 24,162 | 24,248 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value—150,000,000 shares authorized as of June 30, 2020 and December 31, 2019; 10,046,440 and 8,646,149 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 50 | 49 |
Additional paid-in capital | 226,405 | 214,826 |
Accumulated other comprehensive income | 1 | |
Accumulated deficit | (214,335) | (207,171) |
Total Arcadia Biosciences stockholders’ equity | 12,120 | 7,705 |
Non-controlling interest | 1,496 | 621 |
Total stockholders' equity | 13,616 | 8,326 |
Total liabilities and stockholders’ equity | $ 37,778 | $ 32,574 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 10,046,440 | 8,646,149 |
Common stock, outstanding | 10,046,440 | 8,646,149 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues: | ||||
Total revenues | $ 281,000 | $ 203,000 | $ 590,000 | $ 361,000 |
Operating expenses: | ||||
Research and development | 1,993,000 | 1,950,000 | 4,237,000 | 3,456,000 |
Selling, general and administrative | 3,674,000 | 3,146,000 | 7,397,000 | 5,957,000 |
Total operating expenses | 7,157,000 | 5,185,000 | 13,256,000 | 9,561,000 |
Loss from operations | (6,876,000) | (4,982,000) | (12,666,000) | (9,200,000) |
Interest expense | (6,000) | (9,000) | ||
Other income, net | 10,000 | 101,000 | 82,000 | 221,000 |
Change in fair value of common stock warrant liabilities | (3,079,000) | 9,482,000 | 5,082,000 | 987,000 |
Gain on extinguishment of warrant liability | 47,000 | 47,000 | ||
Offering costs | (365,000) | (365,000) | ||
Net (loss) income before income taxes | (9,904,000) | 4,236,000 | (7,464,000) | (8,357,000) |
Income tax benefit (provision) | 10,000 | 1,000 | (7,000) | (18,000) |
Net (loss) income | (9,894,000) | 4,237,000 | (7,471,000) | (8,375,000) |
Net loss attributable to non-controlling interest | (205,000) | (307,000) | ||
Net (loss) income attributable to common stockholders | $ (9,689,000) | $ 4,237,000 | $ (7,164,000) | $ (8,375,000) |
Net (loss) income per share attributable to common stockholders: | ||||
Basic and diluted | $ (1.04) | $ 0.84 | $ (0.80) | $ (1.70) |
Weighted-average number of shares used in per share calculations: | ||||
Basic and Diluted | 9,327,317 | 5,054,812 | 8,989,265 | 4,916,116 |
Other comprehensive loss, net of tax | ||||
Unrealized losses on available-for-sale securities | $ (1,000) | |||
Other comprehensive loss | (1,000) | |||
Comprehensive (loss) income attributable to common stockholders | $ (9,689,000) | $ 4,237,000 | (7,165,000) | $ (8,375,000) |
Product | ||||
Revenues: | ||||
Total revenues | 231,000 | 162,000 | 385,000 | 269,000 |
Operating expenses: | ||||
Cost of product revenues | 1,490,000 | 89,000 | 1,622,000 | 148,000 |
License | ||||
Revenues: | ||||
Total revenues | 100,000 | |||
Royalty | ||||
Revenues: | ||||
Total revenues | 12,000 | 42,000 | ||
Contract Research And Government Grants | ||||
Revenues: | ||||
Total revenues | $ 38,000 | $ 41,000 | $ 63,000 | $ 92,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | June 2019 Offering [Member] | June 2018 Warrants [Member] | May 2020 Warrant Transaction [Member] | May 2020 Warrants [Member] | June 2019 Purchase Agreement [Member] | Common Stock [Member] | Common Stock [Member]June 2018 Warrants [Member] | Common Stock [Member]June 2019 Purchase Agreement [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]June 2019 Offering [Member] | Additional Paid-In Capital [Member]June 2018 Warrants [Member] | Additional Paid-In Capital [Member]May 2020 Warrant Transaction [Member] | Additional Paid-In Capital [Member]May 2020 Warrants [Member] | Additional Paid-In Capital [Member]June 2019 Purchase Agreement [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-Controlling Interest [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2018 | $ 12,815 | $ 45 | $ 191,136 | $ (178,366) | ||||||||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2018 | 4,774,919 | |||||||||||||||||
Issuance of shares related to employee stock purchase plan | 8 | 8 | ||||||||||||||||
Issuance of shares related to employee stock purchase plan, Shares | 2,500 | |||||||||||||||||
Stock-based compensation | 422 | 422 | ||||||||||||||||
Net (loss) income | (12,612) | (12,612) | ||||||||||||||||
Stockholders Equity, Ending Balance at Mar. 31, 2019 | 633 | $ 45 | 191,566 | (190,978) | ||||||||||||||
Stockholders Equity, Ending Balance, Shares at Mar. 31, 2019 | 4,777,419 | |||||||||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2018 | 12,815 | $ 45 | 191,136 | (178,366) | ||||||||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2018 | 4,774,919 | |||||||||||||||||
Net (loss) income | (8,375) | |||||||||||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2019 | 8,286 | $ 47 | 194,980 | (186,741) | ||||||||||||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2019 | 6,266,994 | |||||||||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2018 | 12,815 | $ 45 | 191,136 | (178,366) | ||||||||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2018 | 4,774,919 | |||||||||||||||||
Net (loss) income | (28,900) | |||||||||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2019 | 8,326 | $ 49 | 214,826 | (207,171) | $ 1 | $ 621 | ||||||||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2019 | 8,646,149 | |||||||||||||||||
Stockholders Equity, Beginning Balance at Mar. 31, 2019 | 633 | $ 45 | 191,566 | (190,978) | ||||||||||||||
Stockholders Equity, Beginning Balance, Shares at Mar. 31, 2019 | 4,777,419 | |||||||||||||||||
Issuance of shares | $ 3,303 | $ 2 | $ 3,301 | |||||||||||||||
Issuance of shares, Shares | 1,489,575 | |||||||||||||||||
Issuance of placement agent warrants | $ 198 | $ 198 | ||||||||||||||||
Offering costs | $ (474) | $ (474) | ||||||||||||||||
Stock-based compensation | 389 | 389 | ||||||||||||||||
Net (loss) income | 4,237 | 4,237 | ||||||||||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2019 | 8,286 | $ 47 | 194,980 | (186,741) | ||||||||||||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2019 | 6,266,994 | |||||||||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2019 | 8,326 | $ 49 | 214,826 | (207,171) | 1 | 621 | ||||||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2019 | 8,646,149 | |||||||||||||||||
Issuance of shares related to employee stock purchase plan | 14 | 14 | ||||||||||||||||
Issuance of shares related to employee stock purchase plan, Shares | 7,946 | |||||||||||||||||
Stock-based compensation | 772 | 772 | ||||||||||||||||
Unrealized losses on available-for-sale securities | (1) | (1) | ||||||||||||||||
Non-controlling interest contributions | 689 | 689 | ||||||||||||||||
Net (loss) income | 2,423 | 2,525 | (102) | |||||||||||||||
Stockholders Equity, Ending Balance at Mar. 31, 2020 | 12,223 | $ 49 | 215,612 | (204,646) | 1,208 | |||||||||||||
Stockholders Equity, Ending Balance, Shares at Mar. 31, 2020 | 8,654,095 | |||||||||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2019 | 8,326 | $ 49 | 214,826 | (207,171) | $ 1 | 621 | ||||||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2019 | 8,646,149 | |||||||||||||||||
Unrealized losses on available-for-sale securities | (1) | |||||||||||||||||
Net (loss) income | (7,471) | |||||||||||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2020 | 13,616 | $ 50 | 226,405 | (214,335) | 1,496 | |||||||||||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2020 | 10,046,440 | |||||||||||||||||
Stockholders Equity, Beginning Balance at Mar. 31, 2020 | 12,223 | $ 49 | 215,612 | (204,646) | 1,208 | |||||||||||||
Stockholders Equity, Beginning Balance, Shares at Mar. 31, 2020 | 8,654,095 | |||||||||||||||||
Issuance of shares | $ 5,569 | $ 1 | $ 5,568 | |||||||||||||||
Issuance of shares, Shares | 1,392,345 | |||||||||||||||||
Issuance of investor warrants | $ 4,415 | $ 4,415 | ||||||||||||||||
Issuance of placement agent warrants | $ 215 | $ 215 | ||||||||||||||||
Stock-based compensation | 595 | 595 | ||||||||||||||||
Non-controlling interest contributions | 493 | 493 | ||||||||||||||||
Net (loss) income | (9,894) | (9,689) | (205) | |||||||||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2020 | $ 13,616 | $ 50 | $ 226,405 | $ (214,335) | $ 1,496 | |||||||||||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2020 | 10,046,440 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ (9,894,000) | $ 2,423,000 | $ 4,237,000 | $ (12,612,000) | $ (7,471,000) | $ (8,375,000) | $ (28,900,000) |
Adjustments to reconcile net loss to cash used in operating activities: | |||||||
Change in fair value of common stock warrant liabilities | 3,079,000 | (9,482,000) | (5,082,000) | (987,000) | |||
Gain on extinguishment of warrant liability | (47,000) | ||||||
Offering costs | 365,000 | 365,000 | |||||
Depreciation | 182,000 | 77,000 | |||||
Lease amortization | 484,000 | 348,000 | |||||
Net amortization of investment premium | (44,000) | (82,000) | |||||
Stock-based compensation | 1,367,000 | 811,000 | |||||
Write-down of inventory and prepaid production costs | 1,400,000 | 0 | 1,421,000 | 0 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable | 199,000 | 40,000 | |||||
Inventories | (8,031,000) | (561,000) | |||||
Prepaid expenses and other current assets | (1,276,000) | (302,000) | |||||
Other noncurrent assets | (15,000) | ||||||
Accounts payable and accrued expenses | 2,252,000 | 677,000 | |||||
Amounts due to related parties | (18,000) | (10,000) | |||||
Other noncurrent liabilities | (43,000) | ||||||
Unearned revenue | (42,000) | (81,000) | |||||
Operating lease payments | (384,000) | (349,000) | |||||
Net cash used in operating activities | (16,548,000) | (8,429,000) | (17,200,000) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Purchases of property and equipment | (1,749,000) | (315,000) | |||||
Purchases of investments | (1,292,000) | (8,623,000) | |||||
Proceeds from sales and maturities of investments | 17,650,000 | 13,150,000 | |||||
Net cash provided by investing activities | 14,609,000 | 4,212,000 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from warrant exercises from June 2018 Offering | 6,822,000 | ||||||
Proceeds from borrowings | 3,108,000 | ||||||
Payments of transaction costs relating to extinguishment of warrant liability | (594,000) | ||||||
Principal payments on notes payable | (15,000) | ||||||
Proceeds from ESPP purchases | 14,000 | 8,000 | |||||
Capital contributions received from non-controlling interest | 1,182,000 | ||||||
Net cash provided by financing activities | 10,517,000 | 6,865,000 | |||||
Net increase in cash, cash equivalents and restricted cash | 8,578,000 | 2,648,000 | |||||
Cash, cash equivalents and restricted cash — beginning of period | $ 8,417,000 | $ 11,998,000 | 8,417,000 | 11,998,000 | 11,998,000 | ||
Cash, cash equivalents and restricted cash — end of period | $ 16,995,000 | $ 14,646,000 | 16,995,000 | 14,646,000 | $ 8,417,000 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||
Cash paid for income taxes | 2,000 | ||||||
Cash paid for interest | 6,000 | ||||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Fixed assets acquired with notes payable | 37,000 | ||||||
Offering costs in accounts payable and accrued expenses at end of period | 22,000 | ||||||
Right of use assets obtained in exchange for new operating lease liabilities | 3,947,000 | 2,328,000 | |||||
Purchases of fixed assets included in accounts payable and accrued expenses | 6,000 | ||||||
June 2018 Offering [Member] | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from issuance of common stock and warrants | 7,500,000 | ||||||
Payments of offering costs | (24,000) | ||||||
June 2019 Offering [Member] | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Payments of offering costs | (619,000) | ||||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Common stock warrants issued to placement agent and included in offering costs | $ 86,000 | ||||||
May 2020 Warrant Transaction [Member] | |||||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Common stock warrants issued to placement agent and included in offering costs | $ 215,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Organization Arcadia Biosciences, Inc. (the “Company”) was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in Phoenix, Arizona, American Falls, Idaho, and Molokai, Hawaii. The Company was reincorporated in Delaware in March 2015. The Company is a leader in science-based approaches to developing high value crop productivity traits primarily in hemp, wheat, and soybean, designed to enhance farm economics by improving the performance of crops in the field, as well as their value as food ingredients, health and wellness products, and their viability for industrial applications. The Company uses state of the art gene-editing technology and advanced breeding techniques to develop these proprietary innovations which are beginning to monetize through a number of methods including seed and grain sales, product extract sales, trait licensing and royalty agreements. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 5), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca , On August 9, 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 6) to grow, extract, and sell hemp products. The new partnership, Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic expertise and resources with Legacy’s experience in hemp extraction and sales. The Company is closely monitoring how the spread of the novel coronavirus is affecting its business operations and employees. The Company’s targeted revenues have been adversely impacted as hemp growers have been slower to make decisions to purchase hemp seeds due to economic uncertainty and wheat consumer packaged goods companies have been heavily focused on production over R&D evaluation as demand for staples like pasta and flour have increased. At this time, there is significant uncertainty relating to the trajectory of the novel coronavirus outbreak and impact of related responses. The continued spread of the outbreak may further impact the Company’s business, results of operations, and financial condition. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, Verdeca and Archipelago. Certain prior year amounts have been reclassified to conform to the current year presentation. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. Accordingly, the Company consolidates the entity in the condensed consolidated financial statements after eliminating intercompany transactions. The Company evaluates its relationships with its VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Verdeca LLC had no operations for the three and six months ended June 30, 2020 and 2019, respectively, and had no assets or liabilities as of June 30, 2020 and December 31, 2019, respectively. For all periods presented, the Company has determined that it is the primary beneficiary of Archipelago, a joint venture, as it has a controlling interest in Archipelago. Accordingly, the Company consolidates the entity in the condensed consolidated financial statements after eliminating intercompany transactions. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage of Archipelago. Net loss attributable to non-controlling interest of $205,000 and $307,000 is recorded as an adjustment to net income to arrive at net income attributable to common stockholders for the three and six months ended June 30, 2020, respectively. The non-controlling partner’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets as of June 30, 2020. The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2020. Restricted Cash Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the condensed consolidated balance sheets Liquidity, Capital Resources, and Going Concern As of June 30, 2020, the Company had an accumulated deficit of $214.3 million, cash and cash equivalents of $15.0 million and short-term investments of $0.6 million. For the six months ended June 30, 2020, the Company had net losses of $7.5 million and net cash used in operations of $16.5 million. For the twelve months ended December 31, 2019, the Company had net losses of $28.9 million and net cash used in operations of $17.2 million. With cash and cash equivalents of $15.0 million and short-term investments of $0.6 million as of June 30, 2020, the Company believes that its existing cash, cash equivalents and investments will be insufficient to meet its anticipated cash requirements for at least through August 2021, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek to raise additional funds through debt or equity financings, if necessary and available. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company’s stockholders and could have unfavorable terms. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that could restrict operations. If the Company is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs or operations. Any of these actions could materially harm the business, results of operations and financial condition. As previously disclosed, there is significant uncertainty relating to the trajectory of the novel coronavirus outbreak (“COVID-19”) and impact of related responses. The continued spread of the outbreak could materially harm the Company’s business, results of operations, and financial condition. Due to this uncertainty and plans outside of management’s control, the Company may not be able to achieve and implement such plans within one year after the date that the financial statements are issued to address the substantial doubt that exists. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments Codification Improvements to Topic 326 Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement The Company adopted ASU No. 2018-13 on January 1, 2020 and expanded its disclosures for significant unobservable inputs used to develop Level 3 fair value measurements. There was no impact on the condensed consolidated financial statements. See Note 4. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments are effective for all entities for fiscal years beginning after December 15, 2020. of operations and comprehensive (loss) income In April 2020, the FASB issued a staff question-and-answer (“Q&A”) document to respond to frequently asked questions about the accounting for lease concessions related to the effects of the COVID-19 pandemic. Under current GAAP, subsequent changes to lease payments that are not stipulated in the original lease contract are generally accounted for as lease modifications under Topic 842. The Q&A allows companies to make an accounting policy election to not evaluate lease concessions related to the effects of the COVID-19 pandemic as lease modifications. Entities that make this election then need to decide whether to apply the lease modification guidance in ASC 842 to the concession or account for the concession as if it were contemplated as part of the existing contract. The Company has not entered into any lease modifications that provide concessions related to the effects of the COVID-19 pandemic, and therefore has not evaluated its option to make this accounting policy election. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory costs are tracked on a lot-identified basis and are included as cost of product revenues when sold. Inventories are stated at the lower of cost or net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value. The write-downs to inventory are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The Company recorded write-downs of wheat inventories, hemp seed inventories, and prepaid production costs of $1.4 million for the three and six months ended June 30, 2020. There were no such write-downs for the three and six months ended June 30, 2019. The inventories—current line item on the balance sheet represents inventory forecasted to be sold or used in production in the next 12 months, as of the balance sheet date, and consists primarily of the cost of GoodWheat seed, grain, and flour, GLA oil, and hemp seed. The inventories—noncurrent line item represents inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date, and consists primarily of GoodWheat seed and grain, and GLA oil and seed. Raw materials inventories consist primarily of the cost to purchase hemp seeds and GLA seed production costs incurred by contracted cooperators. Goods in process inventories consist of costs to process hemp seed, hemp seed production costs incurred by Archipelago, grower fees and related costs for soybeans to be transferred to Verdeca, and GoodWheat seed and grain. Finished goods inventories consist of GoodWheat products, GoodHemp seed and GLA oil that are available for sale. Inventories, net consist of the following (in thousands): June 30, 2020 December 31, 2019 Raw materials $ 292 $ 67 Goods in process 3,643 188 Finished goods 5,495 1,903 Inventories $ 9,430 $ 2,158 |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2020 | |
Investments And Fair Value Of Financial Instruments [Abstract] | |
Investments and Fair Value of Financial Instruments | 4. Investments and Fair Value of Financial Instruments Investments The Company’s investments are “available-for-sale” investments and are free of trading restrictions. These investments are classified as short-term due to the maturity dates of the investments. The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive income, which is reflected as a separate component of stockholder’s equity in the condensed consolidated balance sheets. Gains and losses are recognized when realized in the condensed consolidated statements of operations and comprehensive (loss) income. The following tables summarize the amortized cost and fair value of the cash equivalents and investment securities portfolio at June 30, 2020 and December 31, 2019, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value June 30, 2020 Cash equivalents: Money market funds $ 11,065 $ — $ — $ 11,065 Short-term investments: Commercial paper 600 — — 600 Total investments $ 11,665 $ — $ — $ 11,665 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2019 Cash equivalents: Money market funds $ 6,864 $ — $ — $ 6,864 Commercial paper 900 — — 900 Short-term investments: Corporate securities 3,300 — — 3,300 Treasury bills 1,495 1 — 1,496 Commercial paper 12,119 — — 12,119 Total investments $ 24,678 $ 1 $ — $ 24,679 The Company did not have any investment categories that were in a continuous unrealized loss position for more than twelve months as of June 30, 2020. As of June 30, 2020, the Company did not have any fixed income securities that were in unrealized loss positions, and therefore has determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the three and six months ended June 30, 2020. Fair Value Measurement Fair value accounting is applied for all assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The fair value of the Company’s financial assets as of June 30, 2020 and December 31, 2019 were as follows: Fair Value Measurements at June 30, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 11,065 $ — $ — $ 11,065 Short-term investments: Commercial paper — 600 — 600 Total Assets at Fair Value $ 11,065 $ 600 $ — $ 11,665 Fair Value Measurements at December 31, 2019 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 6,864 $ — $ — $ 6,864 Commercial paper — 900 — 900 Short-term investments: Corporate securities — 3,300 — 3,300 Treasury bills 1,496 — — 1,496 Commercial paper — 12,119 — 12,119 Total Assets at Fair Value $ 8,360 $ 16,319 $ — $ 24,679 The Company’s financial instruments consist primarily of cash and cash equivalents, restricted cash, accounts receivable, short-term investments, accounts payable, accrued liabilities and debt. For accounts receivable, accounts payable, accrued liabilities, and the current portion of debt the carrying amounts of these financial instruments as of June 30, 2020 and December 31, 2019 were considered representative of their fair values due to their short term to maturity or repayment. The carrying value of the noncurrent portion of debt is considered representative of their fair values due to the recency of their issuance related to the quarter ended June 30, 2020. Cash equivalents are carried at cost, which approximates their fair value. There were no changes in valuation techniques during 2020 or 2019. The valuation methodologies used for the Company’s instruments measured at fair value and their classification in the valuation hierarchy are summarized below: • Money market funds and treasury bills – Investments in money market funds and treasury bills are valued using the market approach and are classified within Level 1. • Commercial paper and corporate securities – Investments in commercial paper and corporate securities are valued using the market approach and are classified within Level 2. • Contingent liability – A contingent liability resulting from the Anawah acquisition, as described in Note 13, is classified within Level 3. The contingent liability was measured and recorded on a recurring basis as of June 30, 2020 and December 31, 2019 using unobservable quantitative inputs that would impact the Company’s ability and intent to pursue certain specific products developed using technology acquired in the purchase . At June 30, 2020 and December 31, 2019, this liability was included on the condensed consolidated balance sheets as a noncurrent liability. • Purchase Agreement common stock warrant liability – The Company has outstanding warrants to purchase common stock that it issued to certain accredited investors and its placement agent on March 22, 2018 (as described in Note 9). The common stock warrants were classified as a liability within Level 3 based on the instrument’s adjustment features and a contingent cash payment feature . At June 30, 2020 and December 31, 2019, this liability was included on the condensed consolidated balance sheets as a noncurrent liability. • June 2018, June 2019 and September 2019 Offering common stock warrant liabilities – The Company has outstanding warrants to purchase common stock that it issued to certain accredited investors (as described in Note 9). The common stock warrants are classified as a liability within Level 3 due to a contingent cash payment feature . At June 30, 2020, the June 2019 and September 2019 warrant liabilities were included on the condensed consolidated balance sheets as noncurrent liabilities. At December 31, 2019, the June 2018, June 2019 and September 2019 warrant liabilities were included on the condensed consolidated balance sheets as noncurrent liabilities. The estimated fair value of the common stock warrant liabilities related to the March 2018 Purchase Agreement, the June 2018 Offering, the June 2019 Offering and the September 2019 Offering (the “warrant liabilities”) Volatility is considered by the Company to be a significant unobservable input and is calculated using a weighted average of historical stock prices of a combination of the Company and peer companies, due to the lack of sufficient historical data of the Company’s own stock price. A change in the mix or weighting of the peer companies could have resulted in a significantly lower (higher) fair value measurement as of . Volatility rates used in the measurement of the warrant liabilities ranged from 125.0% to 130.0%, and the weighted average was 127.3% The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities (in thousands): (Level 3) (Dollars in thousands) Common Stock Warrant Liability - March 2018 Purchase Agreement Common Stock Warrant Liability - June 2018 Offering Common Stock Warrant Liability - June 2019 Offering Common Stock Warrant Liability - September 2019 Offering Contingent Liability Total Balance as of December 31, 2019 $ 4,579 $ 5,444 $ 1,993 $ 2,920 $ 2,000 $ 16,936 Change in fair value (1,911 ) (1,426 ) (703 ) (1,042 ) — (5,082 ) Exercise of warrants (Note 9) — (4,018 ) — — — (4,018 ) Balance as of June 30, 2020 $ 2,668 $ — $ 1,290 $ 1,878 $ 2,000 $ 7,836 |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity | 5. Variable Interest Entity In February 2012, the Company formed Verdeca LLC (“Verdeca”), which is equally owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative owned by approximately 300 shareholders, including some of South America’s largest soybean growers. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. The Company determined that a de facto agency relationship between the Company and Bioceres exists. The Company considers qualitative factors in assessing the primary beneficiary which include understanding the purpose and design of the VIE, associated risks that the VIE creates, activities that could be directed by the Company, and the expected relative impact of those activities on the economic performance of the VIE. Based on an evaluation of these factors, the Company concluded that it is the primary beneficiary of Verdeca. Both the Company and Bioceres incur expenses in support of specific activities, as agreed upon by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amounts of $466,000 and $ 399,000 |
Consolidated Joint Venture
Consolidated Joint Venture | 6 Months Ended |
Jun. 30, 2020 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Consolidated Joint Venture | 6. Consolidated Joint Venture On August 9, 2019, the Company and Legacy Ventures Hawaii, LLC, a Nevada limited liability company (“Legacy”), formed Archipelago Ventures Hawaii, LLC, a Delaware limited liability company (“Archipelago”) and entered into a Limited Liability Company Operating Agreement (the “Operating Agreement”). The Company and Legacy formed Archipelago to develop, extract and commercialize hemp-derived products from industrial hemp grown in Hawaii. Pursuant to the Operating Agreement, a joint operating committee consisting of two individuals appointed by the Company and two individuals appointed by Legacy will manage Archipelago. As of June 30, 2020, the Company and Legacy hold 50.75% and 49.25% percentage interests in Archipelago, respectively, and have made capital contributions to Archipelago of $1,927,000 and $1,871,000, respectively, as determined by the joint operating committee. The Operating Agreement includes indemnification rights, non-competition obligations, and certain rights and obligations in connection with the transfer of membership interests, including rights of first refusal. The Company consolidates Archipelago in the condensed consolidated financial statements after eliminating intercompany transactions. Net loss attributable to non-controlling interest of $205,000 and $307,000 is recorded income to arrive at net income attributable to common stockholders on the condensed consolidated statements of (loss) income for the three and six months ended June 30, 2020, respectively. Legacy’s equity interests are presented as noncontrolling interests on the condensed c onsolidated balance sheets. Refer to Note 1 for basis of presentation. |
Collaborative Arrangements
Collaborative Arrangements | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborative Arrangements | 7. Collaborative Arrangements In August 2017, the Company entered into a collaborative arrangement for the research, development and commercialization of an improved wheat quality trait in North America. This collaborative arrangement is a contractual agreement with Corteva AgriScience (“Corteva”) and involves a joint operating activity where both the Company and Corteva are active participants in the activities of the collaboration. The Company and Corteva participate in the research and development, and the Company has the primary responsibility for the intellectual property strategy while Corteva will generally lead the marketing and commercialization efforts. Both parties are exposed to significant risks and rewards of the collaboration and the agreement includes both cost sharing and profit sharing. The activities are performed with no guarantee of either technological or commercial success. The Company accounts for research and development (“R&D”) costs in accordance ASC 730, Research and Development |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Lessee Disclosure [Abstract] | |
Leases | 8. Leases Operating Leases As of June 30, 2020, the Company leases office space in Davis, CA, Phoenix, AZ, and Molokai, HI, as well as additional buildings, land and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these short-term leases on a straight-line basis. The Company subleases a portion of the Davis office lease and greenhouse to third parties. During the six months ended June 30, 2020, the Company entered into two lease amendments that provide for additional office space in Davis, CA, and extend the term through April 2025, with one option to renew for an additional five-year term. The Company expects to exercise its options to renew, and in accordance with ASC 842, accounted for the amendment and expected renewal as a lease modification and remeasured the operating lease liability, resulting in an additional $3.8 million operating lease liability and right of use asset. finance leases or material leases that have not yet commenced as of June 30, 2020. Some leases (the Davis office, warehouse, greenhouse and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years. The exercise of lease renewal options is at the Company’s sole discretion. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or material restrictive covenants. Leases consisted of the following (in thousands): Leases Balance Sheet Line Item June 30, 2020 December 31, 2019 Assets Operating lease assets Right of use asset $ 5,598 $ 1,963 Total leased assets $ 5,598 $ 1,963 Liabilities Current - Operating Operating lease liability- current $ 623 $ 611 Noncurrent - Operating Operating lease liability- noncurrent 5,220 1,497 Total leased liabilities $ 5,843 $ 2,108 Lease Cost Classification For the Three Months Ended June 30, 2020 For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019 Operating lease cost SG&A and R&D Expenses $ 261 $ 177 $ 484 $ 352 Short term lease cost (1) R&D Expenses 114 45 194 93 Short term lease cost SG&A Expenses 3 — 3 0 Sublease income (2) SG&A and R&D Expenses (11 ) (12 ) (22 ) (27 ) Net lease cost $ 367 $ 210 $ 659 $ 418 (1) Short term lease cost included in R&D expenses consists primarily of field trial lease agreements with a lease term of 12 months or less. (2) Sublease income is recorded as a credit to lease expense. Lease Term and Discount Rate June 30, 2020 December 31, 2019 Weighted-average remaining lease term (years) 5.9 2.6 Weighted-average discount rate 6.5 % 7.0 % |
Private Placement and Register
Private Placement and Registered Direct Offering | 6 Months Ended |
Jun. 30, 2020 | |
Warrants And Rights Note Disclosure [Abstract] | |
Private Placement and Registered Direct Offering | 9. Private Placement and Registered Direct Offering Private Placement (2018) On March 22, 2018, the Company issued 300,752 shares of its common stock (“common stock”) and warrants to purchase up to 300,752 shares of common stock with an initial exercise price equal to $45.75 (the “March 2018 Warrants”), in a private placement (the “March 2018 Private Placement”) in accordance with a securities purchase agreement (the “March 2018 Purchase Agreement”) entered into with certain institutional and accredited investors (collectively, the “Purchasers”) on March 19, 2018. The number of shares of common stock, the number and exercise price of the March 2018 Warrants issued to the Purchasers were subject to adjustments as provided in the March 2018 Purchase Agreement. The March 2018 Warrants are immediately exercisable, subject to certain ownership limitations, and expire five years after the date of issuance. Following the adjustments as provided in the March 2018 Purchase Agreement, the number of shares issued to the Purchasers was 1,201,634, the total number of shares issuable upon exercise of the March 2018 Warrants was 1,282,832 and the per share exercise price of the March 2018 Warrants was $10.7258. These condensed consolidated financial statements reflect these additional issuances. The adjustment feature for the common stock and the March 2018 Warrants were determined to be liabilities based on each instrument’s adjustment features and the contingent cash payment feature of the common stock warrants. The March 2018 Warrant liability was marked-to-market and valued at $2.7 million at June 30, 2020, resulting in expense of $0.6 million and income of $1.9 recognized during the three and six months ended June 30, 2020, respectively. The March 2018 Warrant liability was marked-to-market and valued at $2.2 million at June 30, 2019, resulting in income of $4.1 million and $0.1 million recognized during the three and six months ended June 30, 2019, respectively. Registered Direct Offering (2018) and Warrant Exercise Transaction (2020) On June 11, 2018, the Company entered into agreements with several institutional and accredited investors (the “June 2018 Purchase Agreement”) for the purchase of 1,392,345 shares of its common stock at a purchase price of $9.93 per share. Additionally, in a concurrent private placement, the Company issued to the investors unregistered warrants to purchase up to 1,392,345 shares of common stock at a purchase price per warrant of $0.125 (the “June 2018 Warrants”). The June 2018 Warrants have an exercise price of $9.94 per share. Subject to certain ownership limitations, the June 2018 Warrants are exercisable upon issuance and expire five and one-half years after the date of issuance. On May 18, 2020, pursuant to the terms of letter agreements entered into on May 14, 2020 (the “transaction date”), several existing accredited investors exercised the June 2018 Warrants (the “May 2020 Warrant Exercise Transaction”) to purchase up to an aggregate of 1,392,345 shares of the Company’s common stock at a reduced exercise price of $4.90 per share for gross proceeds of $6.8 million. The 1,392,345 shares of common stock sold in the May 2020 Warrant Exercise Transaction are registered for resale pursuant to a Registration Statement on Form S-1 (File No. 333-229047 ) . The May 2020 Warrant Exercise Transaction closed on May 18, 2020. As consideration for the exercise of the June 2018 Warrants, the Company issued new unregistered warrants to purchase up to 1,392,345 shares of common stock (the “May 2020 Warrants”) at an exercise price of $4.775 per share with an exercise period of five years from the date of issuance. The aggregate net proceeds received by the Company for the May 2020 Warrant Exercise Transaction were $6.2 million, consisting of gross proceeds of $6.8 million less offering costs of $594,000. The Company intends to use the net proceeds from this offering to pursue a range of near-term inorganic growth opportunities within the Company’s hemp business unit. The June 2018 Warrants Distinguishing Liabilities from Equity Derivatives and Hedging – Contracts in Entity’s Own Equity The May 2020 Warrants do not include the same cash penalty provisions for untimely SEC filings, and therefore were determined to be an equity instrument. recognized a gain on extinguishment of warrant liability of approximately $47,000 in the three and six months ended June 30, 2020. The gain on extinguishment of warrant liability is comprised of the difference between the reacquisition price and the carrying amount of the June 2018 Warrants. The shares of common stock issued were valued at $5.6 million as of the transaction date. The May 2020 Warrants were valued at $4.4 million which was calculated using the Black-Scholes Model with the following assumptions: volatility of 128 percent, stock price of $3.81 and risk-free rate of 0.38%. The carrying value of the June 2018 Warrants was valued at $4.0 million which was calculated using the Black-Scholes Model with the following assumptions: volatility of 140 percent, stock price of $4.00 and risk-free rate of 0.28%. The June 2018 Warrants were marked-to-market and valued at $2.6 million at June 30, 2019, resulting in income of $4.6 million and $0.1 million recognized during the three and six months ended June 30, 2019, respectively. Offering Costs (May 2020 Warrants) In connection with the May 2020 Warrant Exercise Transaction, Registration of Warrant Shares (2020) On July 2, 2020, the Company filed a registration statement on Form S-3 (File No. 333-239641 ) Registered Direct Offering (June 2019) On June 12, 2019, the Company entered into a securities purchase agreement with certain institutional and accredited investors (the “June 2019 Purchase Agreement”) relating to the offering and sale of . Additionally, in a concurrent private placement, the Company issued to the investors unregistered warrants to purchase up to 1,489,575 shares of common stock at a purchase price per warrant of $0.125 (the “June 2019 Warrants”). The June 2019 Warrants have an exercise price of $5.00 per share. Subject to certain ownership limitations, the June 2019 Warrants are exercisable upon issuance and expire five and one-half years after the date of issuance. The June 2019 Warrants The June 2019 Warrant liability was marked-to-market and valued at $3.4 million at June 30, 2019, resulting in income of $0.8 million recognized during the three and six months ended June 30, 2019. Registered Direct Offering (September 2019) On September 5, 2019, the Company entered into a securities purchase agreement with certain institutional and accredited investors (the “September 2019 Purchase Agreement”) relating to the offering and sale of . Additionally, in a concurrent private placement, the Company issued to the investors unregistered warrants to purchase up to 659,414 shares of common stock at a purchase price per warrant of $0.125 (the “ 2019 Warrants”). The 2019 Warrants have an exercise price of $7.52 per share. Subject to certain ownership limitations, the September 2019 Warrants are exercisable upon issuance and expire five and one-half years after the date of issuance. The September 2019 Warrants September 2019 Warrants |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 10. Debt Vehicle Loans The Company has various vehicle loans that mature in 2024 and have interest rates that range from 7.64% to 8.00%. As of June 30, 2020, the outstanding balance of vehicle loans was $153,000. PPP Note On April 16, 2020, the Company borrowed $1.1 million and entered into a promissory note for the same amount (the “PPP Note”) under the Paycheck Protection Program (“PPP”) that was established under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) of 2020. The PPP Note matures on April 16, 2022, bears an interest rate of 1.00% per year, and is payable monthly beginning on November 2, 2020. The Company may prepay the PPP Note at any time prior to maturity with no prepayment penalties. The principal amount of the PPP Note and accrued interest are eligible for forgiveness if the proceeds are used for qualifying expenses, including payroll, rent, and utilities during the eight week period commencing on April 16, 2020. The Company will be obligated to repay any portion of the principal amount of the PPP Note that is not forgiven, together with accrued interest thereon, until such unforgiven portion is paid in full. The Company intends to apply for loan forgiveness within the required timeframe. No assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part. As of June 30, 2020, the outstanding balance of the PPP Note was $1.1 million. Promissory Note On June 26, 2020, executed a promissory note (the “Note") in the amount of $2.0 million, payable to MidFirst Bank, a federally chartered savings association (the "Lender"). The Note was issued in accordance with the terms of a Loan Agreement dated as of May 18, 2020 entered into by the Company and the Lender (the “Loan Agreement”) in which the Lender agreed to make advances to the Company from time to time, at any amount up to but not to exceed $2.0 million. Pursuant to the Loan Agreement, the Note accrues interest, adjusted monthly, at a rate equal to the greater of (i) 3.25% and (ii) the sum of (a) the quotient of the LIBOR Index divided by (one minus the reserve requirement set by the Federal Reserve), and (b) 2.50%. condensed consolidated balance sheets as of June 30, 2020 . As of June 30, 2020, the outstanding balance of the Note was $2.0 million. Maturities of current and noncurrent debt as of June 30, 2020 are as follows (in thousands): Years ending December 31, Amounts Remainder of 2020 $ 134 2021 774 2022 285 2023 2,039 2024 29 Thereafter — Total $ 3,261 |
Stock-Based Compensation and Wa
Stock-Based Compensation and Warrants | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Share Based Payments And Warrants [Abstract] | |
Stock-Based Compensation and Warrants | 11. Stock-Based Compensation and Warrants Stock Incentive Plans The Company has two equity incentive plans: the 2006 Stock Plan (“2006 Plan”) and the 2015 Omnibus Equity Incentive Plan (“2015 Plan”). In 2006, the Company adopted the 2006 Plan, which provided for the granting of stock options to executives, employees, and other service providers under terms and provisions established by the Board of Directors. The Company granted non-statutory stock options (“NSOs”) under the 2006 Plan until May 2015, when the 2006 Plan was terminated for future awards. The 2006 Plan continues to govern the terms of options that remain outstanding and were issued under the 2006 Plan. The 2015 Plan became effective in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which included 10,637 shares under the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock awards, stock units, stock appreciation rights, and other forms of equity compensation, all of which may be granted to employees, officers, non-employee directors, and consultants. The ISOs and NSOs will be granted at a price per share not less than the fair value at the date of grant. Options granted generally vest over a four-year period; however, the options granted in the third quarter of 2018 vest over a two-year period, vesting monthly on a pro-rated basis. Options granted, once vested, are generally exercisable for up to 10 years after grant. In June 2019, the shareholders approved an amendment to the Company’s 2015 Plan for a one-time increase to the number of shares of common stock that may be issued under the 2015 Plan by 120,000 shares. As of June 30, 2020, a total of 1,046,924 shares of common stock were reserved for issuance under the 2015 Plan, of which 69,800 shares of common stock are available for future grant. As of June 30, 2020, a total of 19,491 and 977,124 options are outstanding under the 2006 and 2015 Plans, respectively. A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2019 661,701 $ 21.60 $ 305 Options granted 430,468 4.45 Options exercised — — Options forfeited (59,624 ) 5.35 Options expired (35,930 ) 52.51 Outstanding — Balance at June 30, 2020 996,615 $ 14.05 $ 39 Vested and expected to vest — June 30, 2020 980,424 $ 14.19 $ 37 Exercisable —June 30, 2020 508,518 $ 22.18 $ 2 As of June 30, 2020, there was $1.6 million of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 2.6 years. The fair value of stock option awards to employees, executives, directors, and other service providers was estimated at the date of grant using the Black-Scholes Model with the following weighted-average assumption. There were 430,468 and 184,071 options granted during the six months ended June 30, 2020 and 2019, respectively. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Expected term (years) 7.69 7.34 6.57 7.14 Expected volatility 112% 97% 119% 99% Risk-free interest rate 0.54% 2.04% 1.12% 2.06% Dividend yield — — — — Employee Stock Purchase Plan The Company’s 2015 Employee Stock Purchase Plan (“ESPP”) became effective on May 14, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of June 30, 2020, the number of shares of common stock reserved for future issuance under the ESPP is 116,757. The ESPP provides for automatic annual increases in the shares available for purchase on January 1 of each year. As of June 30, 2020, 23,335 shares had been issued under the ESPP. The Company recorded $15,500 and $3,800 of stock compensation expense for the three months ended June 30, 2020 and 2019, respectively, and $28,200 and $8,100 for the six months ended June 30, 2020 and 2019, respectively. Warrants As of June 30, 2020, the Company has 4,418,618 common stock warrants outstanding with a weighted average exercise price of $7.32. The expiration of the warrants ranges from July 2021 to May 2025. In connection with the Series D preferred stock financing in the first half of 2014, the Company issued warrants, exercisable as of the issuance date, to the Series D preferred stock investors to purchase an aggregate of 61,397 shares of common stock at an exercise price of $363.20 per share and to the placement agents to purchase 1,674 shares of common stock at $268.80. Of the 63,071 warrants issued, 1,759 expired on March 28, 2019 and the remaining 61,312 expired in the second quarter of 2019, along with those issued to the placement agents. As of June 30, 2020, 1,297,870 common stock warrants are outstanding that were issued in the March 2018 Private Placement. Of the total, 1,282,832 shares have a purchase price of $10.7258 and the remaining 15,038 common stock warrants have an exercise price of $41.5625. See Note 9. As of June 30, 2020, 69,617 common stock warrants are outstanding in accordance with the June 2018 Offering, all of which have an exercise price of $12.568. See Note 9. In connection with a professional services agreement with a non-affiliated third party, executed in April 2019, the Company issued 45,154 warrants (“Service Warrants”) at an exercise price of $6.18. The Service Warrants vest ratably over 12 months and expire in five years from the date of issuance. The Service Warrants are cancelable immediately prior to a change of control subsequent to the termination/expiration of the advisory agreement. The Company also issued 100,000 performance-based warrants (“Performance Warrants”) at an exercise price of $6.18 and vest in 1/6 increments upon the achievement of a qualifying milestone as defined within the agreement. The Performance Warrants expire in five years from the date of issuance and are cancelable immediately prior to a change of control subsequent to the sixth month anniversary of the termination/expiration of the advisory agreement. The Service and Performance Warrants In June 2019, concurrent with the June 2019 Offering and pursuant to the June 2019 Purchase Agreement, the Company commenced a private placement whereby it issued and sold warrants exercisable for an aggregate of 1,489,575 shares of common stock, which equals 100% of the shares of common stock sold in the June 2019 Offering, with a purchase price of $0.125 per underlying warrant share and with an exercise price of $5.00 per share. The June 2019 Warrants are exercisable upon issuance and will expire five and a half years from the date of issuance. In August and September 2019, investors exercised a portion of the June 2019 Warrants and purchased 1,053,745 shares of common stock. The Company also issued warrants to the placement agents to purchase a total of 74,479 shares of common stock with an exercise price equal to $6.2938. The placement agent warrants are exercisable upon issuance and will expire five years from the date of issuance. As of June 30, 2020, the investors and placement agent hold outstanding warrants to purchase 510,309 shares of common stock warrants issued pursuant to the June 2019 Offering. See Note 9. In July 2019, the Company issued warrants to purchase 10,000 shares of common stock to an independent contractor at an exercise price of $2.19 and in August 2019, the Company issued warrants to purchase 20,000 shares of common stock to two affiliated third-parties at an exercise price of $1.92. These warrants were determined to be equity instruments and were measured on the grant date using the Black Scholes Model. The warrants issued in July vest ratably over 12 months and expire two years from the date of issuance. As such, stock compensation expense associated with these warrants is recognized ratably over the 12-month service period. The August warrants vested on the issuance date of August 5, 2019 and expire two years from the date of issuance. As such, stock compensation expense associated with the August warrants was recognized as vested on the issuance date. For the warrants issued in July 2019, stock compensation expense of $4,000 and $8,000 was recognized during the three and six months ended June 30, 2020. In September 2019, concurrent with the September 2019 Offering and pursuant to the September 2019 Purchase Agreement, the Company commenced a private placement whereby it issued and sold warrants exercisable for an aggregate of 659,414 shares of common stock, which equals 50% of the shares of common stock sold in the September 2019 Offering, with a purchase price of $0.125 per underlying warrant share and with an exercise price of $7.52 per share. The September 2019 Warrants are exercisable upon issuance and will expire five and a half years from the date of issuance. The Company also issued warrants to the placement agents to purchase a total of 65,942 shares of common stock with an exercise price equal to $9.4781. The placement agent warrants are exercisable upon issuance and will expire five years from the date of issuance. As of June 30, 2020, all 725,356 common stock warrants are outstanding that were issued with the September 2019 Offering. See Note 9. In February 2020, the Company issued warrants to purchase 10,000 shares of common stock to an independent contractor at an exercise price of $4.91. These warrants were determined to be equity instruments and were measured on the grant date using the Black Scholes Model. The warrants vest ratably over 12 months and expire two years from the date of issuance. As such, stock compensation expense associated with these warrants is recognized ratably over the 12-month service period. Stock compensation expense of $9,400 and $18,800 associated with these warrants was recognized during the three and six months ended June 30, 2020, respectively. In connection with an extension of the professional services agreement with a non-affiliated third party, executed in April 2019, the Company issued an additional 150,000 warrants to purchase shares of common stock in February 2020 at an exercise price of $4.71. These warrants were determined to be equity instruments and were measured on the grant date using the Black Scholes Model. The warrants vest ratably over 12 months and expire two years from the date of issuance. As such, stock compensation expense associated with these warrants is recognized ratably over the 12-month service period. Stock compensation expense of $135,400 and $270,800 associated with these warrants was recognized during the three and six months ended June 30, 2020, respectively. In connection with a professional services agreement with a non-affiliated third party, executed in March 2020, the Company issued warrants to purchase 18,350 shares of common stock at an exercise price of $2.50. The warrants vested on the issuance date and expire in three years from the date of issuance. The warrants are cancelable immediately prior to a change of control subsequent to the termination/expiration of the advisory agreement. These warrants were determined to be equity instruments and were measured on the grant date using the Black Scholes Model. As such, stock compensation expense associated with these warrants was recognized as vested on the issuance date. Stock compensation expense of $0 and $36,700 associated with these warrants was recognized during the three and six months ended June 30, 2020, respectively. In May 2020, in consideration for the exercise of the June 2018 Warrants in the May 2020 Warrant Exercise Transaction, the Company issued warrants to purchase 1,392,345 shares of common stock at an exercise price of $4.775 per share with an exercise period of five years from the date of issuance. The Company also issued placement agent warrants to purchase a total of 69,617 shares of common stock See Note 9. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items that are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or as the tax environment changes. The interim financial statement provision for income taxes is different from the amounts computed by applying the United States federal statutory income tax rate of 21%. The Company’s effective tax rate was -0.09% and -0.10% for the three and six months ended June 30, 2020, and was 0.0% and -0.2% for the three and six months ended June 30, 2019. The difference between the effective tax rate and the federal statutory rate of 21% was primarily due to the full valuation allowance recorded on the Company’s net deferred tax assets and foreign withholding taxes. The Company experienced an ownership change under IRC Section 382 as a result of the common shares issued in connection with the June 2018 Offering. This ownership change limited the Company’s ability to utilize its net operating loss carryforwards prior to expiration and certain net operating loss carryforwards were written off as a result. The Company is currently conducting additional an alysis regarding the valuation of the Company at the time of the ownership change to assess what, if any, portion of the limitation may be reversed. A During the six months ended June 30, 2020, there were no material changes to the Company’s uncertain tax positions. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Leases The Company leases office and laboratory space, greenhouse space, grain storage bins, warehouse space, farmland, and equipment under operating lease agreements having initial lease terms ranging from one to five years, including certain renewal options available to the Company at market rates. The Company also leases land for field trials on a short-term basis. See Note 8. Contingent Liability Related to the Anawah Acquisition On June 15, 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah”), to purchase the food and agricultural research company through a non-cash stock purchase. Pursuant to the merger with Anawah, and in accordance with the ASC 805 - Business Combinations, the Company incurred a contingent liability not to exceed $5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs, thus, the contingent liability was reduced to $3.0 million. During the third quarter of 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. During the fourth quarter of 2019, the Company determined that one of the technologies was no longer active and decided to abandon the previously accrued program. As a result, the Company recognized a gain of $1.0 million in the consolidated statements of operations and comprehensive (loss) income. Contracts The Company has entered into a non-cancelable agreement with an unrelated party to provide research and development services. The agreement requires the Company to pay certain minimum funding commitments. The following table sets forth the minimum funding requirements under this agreement as of June 30, 2020 (in thousands): Years ending December 31, Amounts Remainder of 2020 $ 500 2021 750 2022 — 2023 — 2024 — Thereafter — Total $ 1,250 |
Net (Loss) Income per Share
Net (Loss) Income per Share | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Net (Loss) Income per Share | 14. Net (Loss) Income per Share Basic net (loss) income per share is calculated by dividing net (loss) income by the weighted-average number of common shares outstanding during the period and excludes any dilutive effects of stock-based awards and warrants. Diluted net (loss) income per share is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and warrants. Securities that were not included in the diluted per share calculations because they would have been anti-dilutive were as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Options to purchase common stock 996,615 710,718 996,615 710,718 Warrants to purchase common stock 4,418,618 4,469,040 4,418,618 4,469,040 Total 5,415,233 5,179,758 5,415,233 5,179,758 The following table sets forth the computation of basic and diluted net (loss) income per common share (in thousands, except share and per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Net (loss) income per share - Basic Numerator: Net (loss) income attributable to common stockholders $ (9,689 ) $ 4,237 $ (7,164 ) $ (8,375 ) Denominator: Weighted average number of common shares outstanding 9,327,317 5,054,812 8,989,265 4,916,116 Basic net (loss) income per share attributable to common stockholders: $ (1.04 ) $ 0.84 $ (0.80 ) $ (1.70 ) Net (loss) income per share - Diluted Numerator: Net (loss) income attributable to common stockholders $ (9,689 ) $ 4,237 $ (7,164 ) $ (8,375 ) Denominator: Weighted average number of common shares outstanding 9,327,317 5,054,812 8,989,265 4,916,116 Effect of dilutive stock options — — — — Effect of dilutive warrants — — — — Weighted average number of common shares outstanding - diluted 9,327,317 5,054,812 8,989,265 4,916,116 Diluted net (loss) income per share attributable to common stockholders: $ (1.04 ) $ 0.84 $ (0.80 ) $ (1.70 ) |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 15. Related-Party Transactions The Company’s related parties include Moral Compass Corporation (“MCC”) and the John Sperling Foundation (“JSF”). The rights to the intellectual property owned by Blue Horse Labs, Inc. (“BHL”) were assigned to its sole shareholder, the John Sperling Revocable Trust (“JSRT”) due to BHL’s dissolution and then subsequently to JSF. JSF is deemed a related party of the Company because MCC, the Company’s largest stockholder, and JSF share common officers and directors. JSF receives a single digit royalty from the Company when revenue has been collected on product sales or for license payments from third parties that involve certain intellectual property developed under research funding originally from BHL. Royalty fees due to JSF were $22,000 and $40,000 as of June 30, 2020 and December 31, 2019, respectively, and are included in the condensed consolidated balance sheets as amounts due to related parties. The Company currently leases land on the island of Molokai, Hawaii from an entity owned by Kevin Comcowich, the Chair of the Company’s Board of Directors, and his wife. The Company grows hemp on this land to support the operations of its joint venture Archipelago Ventures Hawaii. The original lease was executed in February 2019, covers 10 acres of land, has a term of two years and provides for rent payments of $1,200 per acre per year. The Company engaged a third-party contractor to construct a fence on the property to adhere to the rules of the hemp pilot program. Out of pocket costs to build this fence were approximately $126,400. Mr. Comcowich supplied materials to the contractor and received payments from the contractor totaling approximately $44,000. In March and April 2020, the Company entered into two lease amendments for two additional 10-acre parcels and two additional 15-acre parcels, at the same lease rate of $1,200 per acre per year, and with a term of two years. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events July 2020 Warrant Exercise Transaction On July 6, 2020, the Company entered into a letter agreement (“Letter Agreement”) with an existing accredited investor to exercise certain outstanding warrants (the “Exercise”) to purchase up to an aggregate of 641,416 shares of the Company’s common stock at a reduced exercise price per share of $3.975 (the “Existing Warrants”). In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holder received new unregistered warrants to purchase up to an aggregate of 641,416 shares of common stock (the “New Warrants”) at an exercise price of $3.85 per share and an exercise period of five and one-half years from the date of issuance. The Exercise and the issuance of the New Warrants closed on July 8, 2020. The gross proceeds to the Company from the Exercise were approximately $2.55 million, prior to deducting placement agent fees and offering expenses. H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the Exercise. Pursuant to a letter agreement dated July 5, 2020, at the closing of the Exercise, the Company issued to Wainwright (or its designees) warrants to purchase up to an aggregate of 32,071 shares of common stock of the Company (the “Placement Agent Warrants”), which equal 5.0% of the aggregate number of shares issuable to the investor upon the Exercise. The Placement Agent Warrants have an exercise price of $4.9688 per share and otherwise have identical terms to the New Warrants. In addition, the Company has agreed to pay Wainwright an aggregate cash fee equal to 6.0% of the gross proceeds received by the Company from the Exercise and the sale of the New Warrants as well as a management fee equal to 1.0% of the gross proceeds from the Exercise and the sale of the New Warrants and $60,000 for expenses and $12,900 for clearing fees. The Placement Agent Warrants, and the shares issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). Agreement to Acquire Industrial Seed Innovations On June 9, 2020, the Company executed a binding term sheet with Industrial Seed Innovations (“ISI”), an Oregon-based industrial hemp breeding and seed company, to acquire its commercial and genetic assets, including its seed varieties, germplasm library and intellectual property. Under the terms of the binding term sheet, the Company will pay ISI consideration consisting of $500,000 of cash and up to 397,878 shares of our common stock, payable as follows: $500,000 of cash and 132,626 shares of common stock paid at closing and up to a total of 265,252 shares of common stock payable in two annual installments, subject to the achievement of certain milestones. Pursuant to the binding term sheet, the Company will also enter into a definitive acquisition agreement and lease agreements with ISI for the use of land, equipment, greenhouses, and buildings. The leases will be effective upon the execution of a definitive agreement and will have a term of 3 years with the option to renew for three additional 3-year terms. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Organization | Organization Arcadia Biosciences, Inc. (the “Company”) was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in Phoenix, Arizona, American Falls, Idaho, and Molokai, Hawaii. The Company was reincorporated in Delaware in March 2015. The Company is a leader in science-based approaches to developing high value crop productivity traits primarily in hemp, wheat, and soybean, designed to enhance farm economics by improving the performance of crops in the field, as well as their value as food ingredients, health and wellness products, and their viability for industrial applications. The Company uses state of the art gene-editing technology and advanced breeding techniques to develop these proprietary innovations which are beginning to monetize through a number of methods including seed and grain sales, product extract sales, trait licensing and royalty agreements. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 5), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca , On August 9, 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 6) to grow, extract, and sell hemp products. The new partnership, Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic expertise and resources with Legacy’s experience in hemp extraction and sales. The Company is closely monitoring how the spread of the novel coronavirus is affecting its business operations and employees. The Company’s targeted revenues have been adversely impacted as hemp growers have been slower to make decisions to purchase hemp seeds due to economic uncertainty and wheat consumer packaged goods companies have been heavily focused on production over R&D evaluation as demand for staples like pasta and flour have increased. At this time, there is significant uncertainty relating to the trajectory of the novel coronavirus outbreak and impact of related responses. The continued spread of the outbreak may further impact the Company’s business, results of operations, and financial condition. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, Verdeca and Archipelago. Certain prior year amounts have been reclassified to conform to the current year presentation. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. Accordingly, the Company consolidates the entity in the condensed consolidated financial statements after eliminating intercompany transactions. The Company evaluates its relationships with its VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Verdeca LLC had no operations for the three and six months ended June 30, 2020 and 2019, respectively, and had no assets or liabilities as of June 30, 2020 and December 31, 2019, respectively. For all periods presented, the Company has determined that it is the primary beneficiary of Archipelago, a joint venture, as it has a controlling interest in Archipelago. Accordingly, the Company consolidates the entity in the condensed consolidated financial statements after eliminating intercompany transactions. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage of Archipelago. Net loss attributable to non-controlling interest of $205,000 and $307,000 is recorded as an adjustment to net income to arrive at net income attributable to common stockholders for the three and six months ended June 30, 2020, respectively. The non-controlling partner’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets as of June 30, 2020. The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2019 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 25, 2020. |
Restricted Cash | Restricted Cash Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the condensed consolidated balance sheets |
Liquidity, Capital Resources, and Going Concern | Liquidity, Capital Resources, and Going Concern As of June 30, 2020, the Company had an accumulated deficit of $214.3 million, cash and cash equivalents of $15.0 million and short-term investments of $0.6 million. For the six months ended June 30, 2020, the Company had net losses of $7.5 million and net cash used in operations of $16.5 million. For the twelve months ended December 31, 2019, the Company had net losses of $28.9 million and net cash used in operations of $17.2 million. With cash and cash equivalents of $15.0 million and short-term investments of $0.6 million as of June 30, 2020, the Company believes that its existing cash, cash equivalents and investments will be insufficient to meet its anticipated cash requirements for at least through August 2021, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek to raise additional funds through debt or equity financings, if necessary and available. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company’s stockholders and could have unfavorable terms. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that could restrict operations. If the Company is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs or operations. Any of these actions could materially harm the business, results of operations and financial condition. As previously disclosed, there is significant uncertainty relating to the trajectory of the novel coronavirus outbreak (“COVID-19”) and impact of related responses. The continued spread of the outbreak could materially harm the Company’s business, results of operations, and financial condition. Due to this uncertainty and plans outside of management’s control, the Company may not be able to achieve and implement such plans within one year after the date that the financial statements are issued to address the substantial doubt that exists. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories, net consist of the following (in thousands): June 30, 2020 December 31, 2019 Raw materials $ 292 $ 67 Goods in process 3,643 188 Finished goods 5,495 1,903 Inventories $ 9,430 $ 2,158 |
Investments and Fair Value of_2
Investments and Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Investments And Fair Value Of Financial Instruments [Abstract] | |
Summary of Amortized Cost and Fair Value of the Cash Equivalents and Available-For-Sale Investment Securities Portfolio | The following tables summarize the amortized cost and fair value of the cash equivalents and investment securities portfolio at June 30, 2020 and December 31, 2019, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value June 30, 2020 Cash equivalents: Money market funds $ 11,065 $ — $ — $ 11,065 Short-term investments: Commercial paper 600 — — 600 Total investments $ 11,665 $ — $ — $ 11,665 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Fair Value December 31, 2019 Cash equivalents: Money market funds $ 6,864 $ — $ — $ 6,864 Commercial paper 900 — — 900 Short-term investments: Corporate securities 3,300 — — 3,300 Treasury bills 1,495 1 — 1,496 Commercial paper 12,119 — — 12,119 Total investments $ 24,678 $ 1 $ — $ 24,679 |
Summary of Fair Value of Financial Assets | The fair value of the Company’s financial assets as of June 30, 2020 and December 31, 2019 were as follows: Fair Value Measurements at June 30, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 11,065 $ — $ — $ 11,065 Short-term investments: Commercial paper — 600 — 600 Total Assets at Fair Value $ 11,065 $ 600 $ — $ 11,665 Fair Value Measurements at December 31, 2019 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 6,864 $ — $ — $ 6,864 Commercial paper — 900 — 900 Short-term investments: Corporate securities — 3,300 — 3,300 Treasury bills 1,496 — — 1,496 Commercial paper — 12,119 — 12,119 Total Assets at Fair Value $ 8,360 $ 16,319 $ — $ 24,679 |
Summary of Changes in Fair Value of Liabilities | The following table summarizes the changes in the fair value of the Company’s Level 3 liabilities (in thousands): (Level 3) (Dollars in thousands) Common Stock Warrant Liability - March 2018 Purchase Agreement Common Stock Warrant Liability - June 2018 Offering Common Stock Warrant Liability - June 2019 Offering Common Stock Warrant Liability - September 2019 Offering Contingent Liability Total Balance as of December 31, 2019 $ 4,579 $ 5,444 $ 1,993 $ 2,920 $ 2,000 $ 16,936 Change in fair value (1,911 ) (1,426 ) (703 ) (1,042 ) — (5,082 ) Exercise of warrants (Note 9) — (4,018 ) — — — (4,018 ) Balance as of June 30, 2020 $ 2,668 $ — $ 1,290 $ 1,878 $ 2,000 $ 7,836 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Lessee Disclosure [Abstract] | |
Schedule of Leases | Leases consisted of the following (in thousands): Leases Balance Sheet Line Item June 30, 2020 December 31, 2019 Assets Operating lease assets Right of use asset $ 5,598 $ 1,963 Total leased assets $ 5,598 $ 1,963 Liabilities Current - Operating Operating lease liability- current $ 623 $ 611 Noncurrent - Operating Operating lease liability- noncurrent 5,220 1,497 Total leased liabilities $ 5,843 $ 2,108 Lease Cost Classification For the Three Months Ended June 30, 2020 For the Three Months Ended June 30, 2019 For the Six Months Ended June 30, 2020 For the Six Months Ended June 30, 2019 Operating lease cost SG&A and R&D Expenses $ 261 $ 177 $ 484 $ 352 Short term lease cost (1) R&D Expenses 114 45 194 93 Short term lease cost SG&A Expenses 3 — 3 0 Sublease income (2) SG&A and R&D Expenses (11 ) (12 ) (22 ) (27 ) Net lease cost $ 367 $ 210 $ 659 $ 418 (1) Short term lease cost included in R&D expenses consists primarily of field trial lease agreements with a lease term of 12 months or less. (2) Sublease income is recorded as a credit to lease expense. Lease Term and Discount Rate June 30, 2020 December 31, 2019 Weighted-average remaining lease term (years) 5.9 2.6 Weighted-average discount rate 6.5 % 7.0 % |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Schedule of Maturities of Current and Noncurrent Debt | Maturities of current and noncurrent debt as of June 30, 2020 are as follows (in thousands): Years ending December 31, Amounts Remainder of 2020 $ 134 2021 774 2022 285 2023 2,039 2024 29 Thereafter — Total $ 3,261 |
Stock-Based Compensation and _2
Stock-Based Compensation and Warrants (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity Under Stock Incentive Plans | A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2019 661,701 $ 21.60 $ 305 Options granted 430,468 4.45 Options exercised — — Options forfeited (59,624 ) 5.35 Options expired (35,930 ) 52.51 Outstanding — Balance at June 30, 2020 996,615 $ 14.05 $ 39 Vested and expected to vest — June 30, 2020 980,424 $ 14.19 $ 37 Exercisable —June 30, 2020 508,518 $ 22.18 $ 2 |
Weighted-Average Fair Value Assumption of Stock Option Awards | The fair value of stock option awards to employees, executives, directors, and other service providers was estimated at the date of grant using the Black-Scholes Model with the following weighted-average assumption. There were 430,468 and 184,071 options granted during the six months ended June 30, 2020 and 2019, respectively. Three Months Ended June 30, Six Months Ended June 30, 2020 2019 2020 2019 Expected term (years) 7.69 7.34 6.57 7.14 Expected volatility 112% 97% 119% 99% Risk-free interest rate 0.54% 2.04% 1.12% 2.06% Dividend yield — — — — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Minimum Funding Requirements Under Non-Cancelable Agreement | The following table sets forth the minimum funding requirements under this agreement as of June 30, 2020 (in thousands): Years ending December 31, Amounts Remainder of 2020 $ 500 2021 750 2022 — 2023 — 2024 — Thereafter — Total $ 1,250 |
Net (Loss) Income per Share (Ta
Net (Loss) Income per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Not Included in Diluted per Share Calculations | Securities that were not included in the diluted per share calculations because they would have been anti-dilutive were as follows: For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Options to purchase common stock 996,615 710,718 996,615 710,718 Warrants to purchase common stock 4,418,618 4,469,040 4,418,618 4,469,040 Total 5,415,233 5,179,758 5,415,233 5,179,758 |
Summary of Computation of Basic and Diluted Net (Loss) Income Per Common Share | The following table sets forth the computation of basic and diluted net (loss) income per common share (in thousands, except share and per share amounts): For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Net (loss) income per share - Basic Numerator: Net (loss) income attributable to common stockholders $ (9,689 ) $ 4,237 $ (7,164 ) $ (8,375 ) Denominator: Weighted average number of common shares outstanding 9,327,317 5,054,812 8,989,265 4,916,116 Basic net (loss) income per share attributable to common stockholders: $ (1.04 ) $ 0.84 $ (0.80 ) $ (1.70 ) Net (loss) income per share - Diluted Numerator: Net (loss) income attributable to common stockholders $ (9,689 ) $ 4,237 $ (7,164 ) $ (8,375 ) Denominator: Weighted average number of common shares outstanding 9,327,317 5,054,812 8,989,265 4,916,116 Effect of dilutive stock options — — — — Effect of dilutive warrants — — — — Weighted average number of common shares outstanding - diluted 9,327,317 5,054,812 8,989,265 4,916,116 Diluted net (loss) income per share attributable to common stockholders: $ (1.04 ) $ 0.84 $ (0.80 ) $ (1.70 ) |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Accounting Policies [Line Items] | |||||||
VIEs Operations | $ (6,876,000) | $ (4,982,000) | $ (12,666,000) | $ (9,200,000) | |||
Net loss attributable to non-controlling interest | (205,000) | (307,000) | |||||
Accumulated deficit | (214,335,000) | (214,335,000) | $ (207,171,000) | ||||
Cash and cash equivalents | 14,995,000 | 14,995,000 | 8,417,000 | ||||
Short-term investments | 600,000 | 600,000 | 16,915,000 | ||||
Net (loss) income | (9,894,000) | $ 2,423,000 | 4,237,000 | $ (12,612,000) | (7,471,000) | (8,375,000) | (28,900,000) |
Net cash used in operations | (16,548,000) | (8,429,000) | (17,200,000) | ||||
Verdeca LLC [Member] | |||||||
Accounting Policies [Line Items] | |||||||
VIEs Operations | 0 | $ 0 | 0 | $ 0 | |||
VIEs assets or liabilities | $ 0 | $ 0 | $ 0 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Changes And Error Corrections [Abstract] | |
Accounting Standards Update [Extensible List] | us-gaap:AccountingStandardsUpdate201813Member |
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true |
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 1, 2020 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Inventory Disclosure [Abstract] | ||||
Write-downs of wheat inventories, hemp seed inventories, and prepaid production | $ 1,400,000 | $ 0 | $ 1,421,000 | $ 0 |
Inventory - Summary of Inventor
Inventory - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2019 | Jun. 30, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 67 | $ 292 |
Goods in process | 188 | 3,643 |
Finished goods | 1,903 | 5,495 |
Inventories | $ 2,158 | $ 9,430 |
Investments and Fair Value of_3
Investments and Fair Value of Financial Instruments - Summary of Amortized Cost and Fair Value of the Cash Equivalents and Available-For-Sale Investment Securities Portfolio (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 11,665 | $ 24,678 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | 0 | 0 |
Fair Value | 11,665 | 24,679 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 11,065 | 6,864 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | 11,065 | 6,864 |
Cash Equivalents [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 900 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | 900 | |
Short-term Investments [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 600 | 12,119 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Fair Value | $ 600 | 12,119 |
Short-term Investments [Member] | Treasury Bills [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,495 | |
Unrealized Gains | 1 | |
Unrealized Losses | 0 | |
Fair Value | 1,496 | |
Short-term Investments [Member] | Corporate Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,300 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Fair Value | $ 3,300 |
Investments and Fair Value of_4
Investments and Fair Value of Financial Instruments - Additional Information (Detail) | Jun. 30, 2020USD ($)Security |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Investment in continuous unrealized loss position for more than twelve months | $ 0 |
Number of fixed income securities in unrealized loss position | Security | 0 |
Other-than-temporary impairments associated with credit losses required to be recognized | $ 0 |
Minimum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Warrants, measurement input | 125 |
Maximum [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Warrants, measurement input | 130 |
Weighted Average [Member] | Measurement Input, Price Volatility [Member] | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | |
Warrants, measurement input | 127.3 |
Investments and Fair Value of_5
Investments and Fair Value of Financial Instruments - Summary of Fair Value of Financial Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 11,665 | $ 24,679 |
Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,496 | |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 11,065 | 8,360 |
Level 1 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,496 | |
Level 2 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 600 | 16,319 |
Level 2 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Level 3 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 0 | 0 |
Level 3 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 11,065 | 6,864 |
Money Market Funds [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 11,065 | 6,864 |
Money Market Funds [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Money Market Funds [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 900 | |
Short-term investments | 600 | 12,119 |
Commercial Paper [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Commercial Paper [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 900 | |
Short-term investments | 600 | 12,119 |
Commercial Paper [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | $ 0 | 0 |
Corporate Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,300 | |
Corporate Securities [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Corporate Securities [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,300 | |
Corporate Securities [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 0 |
Investments and Fair Value of_6
Investments and Fair Value of Financial Instruments - Summary of Changes in Fair Value of Liabilities (Detail) - Level 3 [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2019 | $ 16,936 |
Change in fair value | (5,082) |
Exercise of warrants (Note 9) | (4,018) |
Balance as of June 30, 2020 | 7,836 |
Common Stock Warrant Liability [Member] | Purchase Agreement [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2019 | 4,579 |
Change in fair value | (1,911) |
Exercise of warrants (Note 9) | 0 |
Balance as of June 30, 2020 | 2,668 |
Common Stock Warrant Liability [Member] | June 2018 Offering [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2019 | 5,444 |
Change in fair value | (1,426) |
Exercise of warrants (Note 9) | (4,018) |
Balance as of June 30, 2020 | 0 |
Common Stock Warrant Liability [Member] | June 2019 Offering [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2019 | 1,993 |
Change in fair value | (703) |
Exercise of warrants (Note 9) | 0 |
Balance as of June 30, 2020 | 1,290 |
Common Stock Warrant Liability [Member] | September 2019 Offering [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2019 | 2,920 |
Change in fair value | (1,042) |
Exercise of warrants (Note 9) | 0 |
Balance as of June 30, 2020 | 1,878 |
Contingent Liability [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2019 | 2,000 |
Change in fair value | 0 |
Exercise of warrants (Note 9) | 0 |
Balance as of June 30, 2020 | $ 2,000 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Feb. 29, 2012Owner | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | |
Variable Interest Entity [Line Items] | |||||
Direct expenses and allocated overhead amount | $ | $ 466,000 | $ 399,000 | $ 784,000 | $ 642,000 | |
Bioceres, S.A. [Member] | |||||
Variable Interest Entity [Line Items] | |||||
Number of shareholders owning agricultural investment and development cooperative | Owner | 300 |
Consolidated Joint Venture - Ad
Consolidated Joint Venture - Additional Information (Detail) | Aug. 09, 2019Individual | Jun. 30, 2020USD ($) | Jun. 30, 2020USD ($) |
Schedule Of Equity Method Investments [Line Items] | |||
Net loss attributable to noncontrolling interest | $ 205,000 | $ 307,000 | |
Archipelago Ventures Hawaii, LLC [Member] | Arcadia Biosciences, Inc [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Number of individuals appointed | Individual | 2 | ||
Joint venture interest percentage | 50.75% | 50.75% | |
Capital contributions | $ 1,927,000 | $ 1,927,000 | |
Archipelago Ventures Hawaii, LLC [Member] | Legacy Ventures Hawaii, LLC [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Number of individuals appointed | Individual | 2 | ||
Joint venture interest percentage | 49.25% | 49.25% | |
Capital contributions | $ 1,871,000 | $ 1,871,000 |
Collaborative Arrangements - Ad
Collaborative Arrangements - Additional Information (Detail) | 1 Months Ended |
Aug. 31, 2017 | |
Collaborative Arrangements [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Contractual agreement month and year | 2017-08 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020USD ($)Lease | Apr. 30, 2020Lease | Dec. 31, 2019USD ($) | |
Lessee Lease Description [Line Items] | |||
Sublease, description of option to extend | lease amendments that provide for additional office space in Davis, CA, and extend the term through April 2025, with one option to renew for an additional five-year term. The Company expects to exercise its options to renew, and in accordance with ASC 842, accounted for the amendment and expected renewal as a lease modification and remeasured the operating lease liability | ||
Number of lease amendments | Lease | 2 | 2 | |
Operating Lease, Liability | $ 5,843 | $ 2,108 | |
Right of use asset | $ 5,598 | $ 1,963 | |
Existence of option to extend | true | ||
Lease option to extend, description | Some leases (the Davis office, warehouse, greenhouse and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years. | ||
Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Option to extend lease, term | 1 year | ||
Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Option to extend lease, term | 6 years | ||
ASU No. 2016-02 [Member] | |||
Lessee Lease Description [Line Items] | |||
Operating Lease, Liability | $ 3,800 | ||
Right of use asset | $ 3,800 | ||
Molokai, HI, [Member] | |||
Lessee Lease Description [Line Items] | |||
Sublease, description of option to extend | lease amendment for additional parcels of land in Molokai, HI, modified the Molokai office space lease to extend the term by 12 months, and entered into new lease agreements for office equipment, collectively resulting in an additional $0.1 million of operating lease liabilities and right of use assets. | ||
Operating Lease, Liability | $ 100 | ||
Right of use asset | $ 100 | ||
Office Space [Member] | |||
Lessee Lease Description [Line Items] | |||
Option to extend lease, term | 5 years | ||
Office Space [Member] | Molokai, HI, [Member] | |||
Lessee Lease Description [Line Items] | |||
Option to extend lease, term | 12 months |
Leases - Schedule of Leases (De
Leases - Schedule of Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Assets | |||||
Operating lease assets | $ 5,598 | $ 5,598 | $ 1,963 | ||
Total leased assets | 5,598 | 5,598 | 1,963 | ||
Liabilities | |||||
Current - Operating | 623 | 623 | 611 | ||
Noncurrent - Operating | 5,220 | 5,220 | 1,497 | ||
Total leased liabilities | 5,843 | 5,843 | $ 2,108 | ||
Lease Cost | |||||
Net lease cost | $ 367 | $ 210 | $ 659 | $ 418 | |
Lease Term and Discount Rate | |||||
Weighted-average remaining lease term (years) | 5 years 10 months 24 days | 5 years 10 months 24 days | 2 years 7 months 6 days | ||
Weighted-average discount rate | 6.50% | 6.50% | 7.00% | ||
SG&A and R&D Expenses [Member] | |||||
Lease Cost | |||||
Operating lease cost | $ 261 | 177 | $ 484 | 352 | |
Sublease income | (11) | (12) | (22) | (27) | |
R&D Expenses [Member] | |||||
Lease Cost | |||||
Short term lease cost | 114 | $ 45 | 194 | 93 | |
SG&A Expenses [Member] | |||||
Lease Cost | |||||
Short term lease cost | $ 3 | $ 3 | $ 0 |
Private Placement and Registere
Private Placement and Registered Direct Offering - Additional Information (Detail) | May 18, 2020USD ($)$ / sharesshares | Sep. 05, 2019$ / sharesshares | Jun. 12, 2019$ / sharesshares | Jun. 11, 2018$ / sharesshares | Mar. 22, 2018$ / sharesshares | Mar. 19, 2018 | May 31, 2020$ / sharesshares | Sep. 30, 2019shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jul. 02, 2020shares | May 14, 2020USD ($)shares | Dec. 31, 2019USD ($)shares |
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrants issued, exercise price | $ / shares | $ 7.32 | $ 7.32 | |||||||||||||
Gross proceeds from warrant exercises | $ 6,822,000 | ||||||||||||||
Common stock, issued | shares | 10,046,440 | 10,046,440 | 8,646,149 | ||||||||||||
Common stock value issued | $ 50,000 | $ 50,000 | $ 49,000 | ||||||||||||
Warrant outstanding | shares | 4,418,618 | 4,418,618 | |||||||||||||
May 2020 Warrant Exercise Transaction [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Aggregate agent fee paid | $ 478,000 | ||||||||||||||
May 2020 Placement Agent Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 69,617 | 69,617 | |||||||||||||
Warrants issued, exercise price | $ / shares | $ 6.125 | $ 6.125 | |||||||||||||
Offering costs | $ 116,000 | $ 116,000 | |||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||
Issuance of placement agent warrants | 215,000 | $ 215,000 | |||||||||||||
Warrants [Member] | May 2020 Placement Agent Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Offering costs | 800,000 | 800,000 | |||||||||||||
Warrants [Member] | May 2020 Placement Agent Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 69,617 | ||||||||||||||
Warrants [Member] | May 2020 Private Placement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,392,345 | ||||||||||||||
June 2018 Warrant Liability [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Liabilities marked to market value | $ 2,600,000 | $ 2,600,000 | $ 4,000,000 | ||||||||||||
Additional income (expense) on liabilities | $ (1,600,000) | 4,600,000 | 1,400,000 | 100,000 | |||||||||||
Proceeds from issuance of warrants | $ 6,800,000 | ||||||||||||||
June 2018 Warrant Liability [Member] | Black Scholes Merton Model [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Stock price | $ / shares | $ 4 | $ 4 | |||||||||||||
Warrants value | $ 4,000,000 | $ 4,000,000 | |||||||||||||
June 2018 Warrant Liability [Member] | Measurement Input, Price Volatility [Member] | Black Scholes Merton Model [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Volatility rate | 1.40 | 1.40 | |||||||||||||
June 2018 Warrant Liability [Member] | Measurement Input, Risk Free Interest Rate [Member] | Black Scholes Merton Model [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Volatility rate | 0.0028 | 0.0028 | |||||||||||||
June 2019 Warrant Liability [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Liabilities marked to market value | $ 1,300,000 | 3,400,000 | $ 1,300,000 | 3,400,000 | |||||||||||
Additional income (expense) on liabilities | $ (300,000) | 800,000 | $ 700,000 | 800,000 | |||||||||||
Investors exercised warrants | shares | 1,053,745 | ||||||||||||||
Warrant outstanding | shares | 435,830 | 435,830 | |||||||||||||
September 2019 Warrant Liability [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Liabilities marked to market value | $ 1,900,000 | $ 1,900,000 | |||||||||||||
Additional income (expense) on liabilities | (500,000) | 1,000,000 | |||||||||||||
March 2018 Securities Purchase Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Shares of common stock issued | shares | 1,201,634 | ||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,282,832 | ||||||||||||||
Warrants issued, exercise price | $ / shares | $ 10.7258 | ||||||||||||||
June 2018 Purchase Agreement [Member] | Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,392,345 | ||||||||||||||
Warrants issued, exercise price | $ / shares | $ 9.94 | ||||||||||||||
Warrants expiration period | 5 years 6 months | ||||||||||||||
Class of warrant or right number of securities called by warrants or rights, per share | $ / shares | $ 0.125 | ||||||||||||||
May 2020 Warrant Exercise Transaction [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Gain on extinguishment of warrant liability | $ 47,000 | $ 47,000 | |||||||||||||
Offering costs | 800,000 | ||||||||||||||
Common stock value issued | $ 5,600,000 | ||||||||||||||
Warrant outstanding | shares | 1,461,962 | 1,461,962 | |||||||||||||
May 2020 Warrant Exercise Transaction [Member] | Black Scholes Merton Model [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Stock price | $ / shares | $ 3.81 | $ 3.81 | |||||||||||||
Warrants value | $ 4,400,000 | $ 4,400,000 | |||||||||||||
May 2020 Warrant Exercise Transaction [Member] | Measurement Input, Price Volatility [Member] | Black Scholes Merton Model [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Volatility rate | 1.28 | 1.28 | |||||||||||||
May 2020 Warrant Exercise Transaction [Member] | Measurement Input, Risk Free Interest Rate [Member] | Black Scholes Merton Model [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Volatility rate | 0.0038 | 0.0038 | |||||||||||||
May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,392,345 | 1,392,345 | |||||||||||||
Warrants issued, exercise price | $ / shares | $ 4.90 | $ 4.775 | |||||||||||||
Gross proceeds from warrant exercises | $ 6,800,000 | ||||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||
May 2020 Warrant Exercise Transaction [Member] | Fair Value May 2020 Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Common stock, issued | shares | 1,392,345 | ||||||||||||||
May 2020 Warrant Transaction [Member] | Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,392,345 | ||||||||||||||
Warrants issued, exercise price | $ / shares | $ 4.775 | ||||||||||||||
Warrants expiration period | 5 years | ||||||||||||||
Gross proceeds from warrant exercises | $ 6,800,000 | ||||||||||||||
Proceeds from issuance of warrants | 6,200,000 | ||||||||||||||
Offering costs | $ 594,000 | ||||||||||||||
June 2019 Purchase Agreement [Member] | Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,489,575 | ||||||||||||||
Warrants issued, exercise price | $ / shares | $ 5 | ||||||||||||||
Warrants expiration period | 5 years 6 months | ||||||||||||||
Class of warrant or right number of securities called by warrants or rights, per share | $ / shares | $ 0.125 | ||||||||||||||
September 2019 Purchase Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant outstanding | shares | 725,356 | 725,356 | |||||||||||||
September 2019 Purchase Agreement [Member] | Warrants [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 659,414 | ||||||||||||||
Warrants issued, exercise price | $ / shares | $ 7.52 | ||||||||||||||
Warrants expiration period | 5 years 6 months | ||||||||||||||
Class of warrant or right number of securities called by warrants or rights, per share | $ / shares | $ 0.125 | ||||||||||||||
March 2018 Private Placement [Member] | March 2018 Warrant Liability [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Liabilities marked to market value | $ 2,700,000 | 2,200,000 | $ 2,700,000 | 2,200,000 | |||||||||||
Additional income (expense) on liabilities | $ (600,000) | $ 4,100,000 | $ 1,900,000 | $ 100,000 | |||||||||||
March 2018 Private Placement [Member] | March 2018 Securities Purchase Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Shares of common stock issued | shares | 300,752 | ||||||||||||||
Warrant issued, shares of common stock called by warrant | shares | 300,752 | ||||||||||||||
Warrants issued, exercise price | $ / shares | $ 45.75 | ||||||||||||||
Warrants expiration period | 5 years | ||||||||||||||
June 2018 Offering [Member] | June 2018 Purchase Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Shares of common stock issued | shares | 1,392,345 | ||||||||||||||
Stock price | $ / shares | $ 9.93 | ||||||||||||||
June 2018 Offering [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Shares of common stock issued | shares | 1,489,575 | ||||||||||||||
Stock price | $ / shares | $ 4.91 | ||||||||||||||
September 2019 Offering [Member] | Securities Purchase Agreement [Member] | |||||||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||||||
Shares of common stock issued | shares | 1,318,828 | ||||||||||||||
Stock price | $ / shares | $ 7.52 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Jun. 26, 2020 | May 18, 2020 | Apr. 16, 2020 | Jun. 30, 2020 |
Promissory Note [Member] | Paycheck Protection Program [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.00% | |||
Debt instrument, face amount | $ 1,100,000 | |||
Debt instrument maturity date | Apr. 16, 2022 | |||
Debt instrument, frequency of periodic payment | monthly | |||
Debt instrument, prepayment penalty | $ 0 | |||
Debt instrument outstanding amount | $ 1,100,000 | |||
Promissory Note [Member[ | MidFirst Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.50% | |||
Debt instrument maturity date | May 18, 2023 | |||
Debt instrument outstanding amount | 2,000,000 | |||
Line of credit facility initiation date | Jun. 26, 2020 | |||
Line of credit facility maximum borrowing capacity | $ 2,000,000 | |||
Line of credit facility agreement date | May 18, 2020 | |||
Debt instrument interest rate terms | Pursuant to the Loan Agreement, the Note accrues interest, adjusted monthly, at a rate equal to the greater of (i) 3.25% and (ii) the sum of (a) the quotient of the LIBOR Index divided by (one minus the reserve requirement set by the Federal Reserve), and (b) 2.50%. | |||
Promissory Note [Member[ | MidFirst Bank [Member] | Restricted Cash [Member] | ||||
Debt Instrument [Line Items] | ||||
Deposit account | $ 2,000,000 | |||
Minimum [Member] | Promissory Note [Member[ | MidFirst Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 3.25% | |||
Maximum [Member] | Promissory Note [Member[ | MidFirst Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility maximum borrowing capacity | $ 2,000,000 | |||
Vehicle Loans [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument maturity year | 2024 | |||
Loans | $ 153,000 | |||
Vehicle Loans [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 7.64% | |||
Vehicle Loans [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 8.00% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Current and Noncurrent Debt (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Lessee Disclosure [Abstract] | |
Remainder of 2020 | $ 134 |
2021 | 774 |
2022 | 285 |
2023 | 2,039 |
2024 | 29 |
Total | $ 3,261 |
Stock-Based Compensation and _3
Stock-Based Compensation and Warrants - Additional Information (Detail) | Feb. 12, 2020$ / sharesshares | Feb. 03, 2020$ / sharesshares | Mar. 28, 2019shares | May 20, 2015shares | May 14, 2015 | May 31, 2020$ / sharesshares | Feb. 29, 2020$ / sharesshares | Sep. 30, 2019$ / sharesshares | Aug. 31, 2019$ / sharesshares | Jul. 31, 2019$ / sharesshares | Jun. 30, 2019$ / sharesshares | Apr. 30, 2019$ / sharesshares | Sep. 30, 2019$ / sharesshares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018 | Jun. 30, 2020USD ($)IncentivePlan$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | May 18, 2020$ / sharesshares | Mar. 31, 2020shares | Dec. 31, 2019shares | Sep. 05, 2019$ / sharesshares | Jun. 30, 2014$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of equity incentive plans | IncentivePlan | 2 | ||||||||||||||||||||||
Total number of options outstanding | 996,615 | 996,615 | 661,701 | ||||||||||||||||||||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 1,600,000 | $ 1,600,000 | |||||||||||||||||||||
Weighted-average remaining recognition period | 2 years 7 months 6 days | ||||||||||||||||||||||
Options granted | 430,468 | 184,071 | |||||||||||||||||||||
Stock-based compensation | $ | $ 1,367,000 | $ 811,000 | |||||||||||||||||||||
Number of warrant to purchase common stock issued | 4,418,618 | 4,418,618 | |||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 7.32 | $ 7.32 | |||||||||||||||||||||
Service Warrants [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 6.18 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 45,154 | ||||||||||||||||||||||
Warrants vesting period | 12 months | ||||||||||||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||||||||||
Stock compensation expense associated with Warrants, term | 1 year | ||||||||||||||||||||||
Compensation expense associated with Warrants | $ | $ 21,000 | $ 44,000 | $ 145,000 | $ 44,000 | |||||||||||||||||||
Performance Warrants [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 6.18 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 100,000 | ||||||||||||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||||||||||
Exercise Price of Warrants Four Point Nine One [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants vesting period | 12 months | ||||||||||||||||||||||
Warrant, exercisable term | 2 years | ||||||||||||||||||||||
Stock compensation expense associated with Warrants, term | 12 months | ||||||||||||||||||||||
Compensation expense associated with Warrants | $ | 9,400 | 18,800 | |||||||||||||||||||||
Exercise Price of Warrants Four Point Seven One [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 4.71 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 150,000 | ||||||||||||||||||||||
Warrants vesting period | 12 months | ||||||||||||||||||||||
Warrant, exercisable term | 2 years | ||||||||||||||||||||||
Stock compensation expense associated with Warrants, term | 12 months | ||||||||||||||||||||||
Compensation expense associated with Warrants | $ | 135,400 | 270,800 | |||||||||||||||||||||
Exercise Price of Service Warrants Four Point Nine One [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 2.50 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 18,350 | ||||||||||||||||||||||
Warrant, exercisable term | 3 years | ||||||||||||||||||||||
Compensation expense associated with Warrants | $ | $ 0 | $ 36,700 | |||||||||||||||||||||
June 2019 Purchase Agreement [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of warrant to purchase common stock issued | 510,309 | 510,309 | |||||||||||||||||||||
September 2019 Purchase Agreement [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of warrant to purchase common stock issued | 725,356 | 725,356 | |||||||||||||||||||||
September 2019 Purchase Agreement [Member] | Warrants [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 7.52 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 659,414 | ||||||||||||||||||||||
May 2020 Warrant Exercise Transaction [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of warrant to purchase common stock issued | 1,461,962 | 1,461,962 | |||||||||||||||||||||
May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 4.775 | $ 4.90 | |||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 1,392,345 | 1,392,345 | |||||||||||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||||||||||
Independent Contractor [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 2.19 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 10,000 | ||||||||||||||||||||||
Independent Contractor [Member] | Exercise Price of Warrants Four Point Nine One [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 4.91 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 10,000 | ||||||||||||||||||||||
Two Affiliated Third Parties [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 1.92 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 20,000 | ||||||||||||||||||||||
Placement Agent [Member] | June 2019 Purchase Agreement [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 6.2938 | $ 6.2938 | $ 6.2938 | ||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 74,479 | 74,479 | 74,479 | ||||||||||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||||||||||
Placement Agent [Member] | September 2019 Purchase Agreement [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 9.4781 | $ 9.4781 | |||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 65,942 | 65,942 | |||||||||||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||||||||||
Placement Agent [Member] | May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 6.125 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 69,617 | ||||||||||||||||||||||
Warrant, exercisable term | 5 years | ||||||||||||||||||||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 63,071 | ||||||||||||||||||||||
Number of warrants expired | 1,759 | 61,312 | |||||||||||||||||||||
Series D Redeemable Convertible Preferred Stock [Member] | Investor [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 363.20 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 61,397 | ||||||||||||||||||||||
Series D Redeemable Convertible Preferred Stock [Member] | Placement Agent [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 268.80 | ||||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 1,674 | ||||||||||||||||||||||
2015 Employee Stock Purchase Plan [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Total number of shares reserved for issuance under plan | 116,757 | ||||||||||||||||||||||
Percentage in payroll deductions to acquire shares of common stock | 15.00% | ||||||||||||||||||||||
Purchase plan offering period | 6 months | ||||||||||||||||||||||
Employees are able to purchase company's common stock on first trading day of offering period, percentage | 85.00% | ||||||||||||||||||||||
Issuance of common stock pursuant to employee stock purchase plan | 23,335 | ||||||||||||||||||||||
Stock-based compensation | $ | $ 15,500 | $ 3,800 | $ 28,200 | $ 8,100 | |||||||||||||||||||
Purchase Agreement [Member] | March 2018 Purchase Agreement [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of warrant to purchase common stock issued | 1,297,870 | 1,297,870 | |||||||||||||||||||||
Purchase Agreement [Member] | March 2018 Purchase Agreement [Member] | Purchase Price of $10.7258 [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of warrant to purchase common stock issued | 1,282,832 | 1,282,832 | |||||||||||||||||||||
Warrants issued, purchase price of warrants per share | $ / shares | $ 10.7258 | $ 10.7258 | |||||||||||||||||||||
Purchase Agreement [Member] | March 2018 Purchase Agreement [Member] | Exercise Price of $41.5625 [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of warrant to purchase common stock issued | 15,038 | 15,038 | |||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 41.5625 | $ 41.5625 | |||||||||||||||||||||
Purchase Agreement [Member] | June 2018 Offering [Member] | Exercise Price of $12.568 [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Number of warrant to purchase common stock issued | 69,617 | 69,617 | |||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 12.568 | $ 12.568 | |||||||||||||||||||||
Purchase Agreement [Member] | June 2019 Purchase Agreement [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 5 | $ 5 | $ 5 | ||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 1,489,575 | 1,489,575 | 1,489,575 | ||||||||||||||||||||
Warrants issued, purchase price of warrants per share | $ / shares | $ 0.125 | $ 0.125 | $ 0.125 | ||||||||||||||||||||
Warrant, exercisable term | 5 years 6 months | ||||||||||||||||||||||
Class of warrant or right, issued percentage in connection with common stock sold | 100.00% | ||||||||||||||||||||||
Investors exercised warrants and purchase shares of common stock | 1,053,745 | ||||||||||||||||||||||
Purchase Agreement [Member] | September 2019 Purchase Agreement [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants issued, exercise price | $ / shares | $ 7.52 | $ 7.52 | |||||||||||||||||||||
Warrant issued, shares of common stock called by warrant | 659,414 | 659,414 | |||||||||||||||||||||
Warrants issued, purchase price of warrants per share | $ / shares | $ 0.125 | $ 0.125 | |||||||||||||||||||||
Warrant, exercisable term | 5 years 6 months | ||||||||||||||||||||||
Class of warrant or right, issued percentage in connection with common stock sold | 50.00% | ||||||||||||||||||||||
July 2019 Offering [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrants vesting period | 12 months | ||||||||||||||||||||||
Warrant, exercisable term | 2 years | ||||||||||||||||||||||
Stock compensation expense associated with Warrants, term | 12 months | ||||||||||||||||||||||
Compensation expense associated with Warrants | $ | $ 4,000 | $ 8,000 | |||||||||||||||||||||
August 2019 Offering [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrant, exercisable term | 2 years | ||||||||||||||||||||||
Warrants issuance date | Aug. 5, 2019 | ||||||||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrant, expiration date | 2025-05 | ||||||||||||||||||||||
Minimum [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Warrant, expiration date | 2021-07 | ||||||||||||||||||||||
2015 Omnibus Equity Incentive Plan [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Terms under the plan | The 2015 Plan became effective in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which included 10,637 shares under the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. | ||||||||||||||||||||||
Total number of shares reserved for issuance under plan | 154,387 | 1,046,924 | 1,046,924 | ||||||||||||||||||||
Options vesting period | 4 years | 2 years | |||||||||||||||||||||
Additional shares authorized for issuance under the plan | 120,000 | ||||||||||||||||||||||
Common stock available for future grant | 69,800 | 69,800 | |||||||||||||||||||||
Total number of options outstanding | 977,124 | 977,124 | |||||||||||||||||||||
2015 Omnibus Equity Incentive Plan [Member] | Maximum [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Options exercisable period | 10 years | ||||||||||||||||||||||
2006 Stock Incentive Plan [Member] | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||
Total number of shares reserved for issuance under plan | 10,637 | ||||||||||||||||||||||
Total number of options outstanding | 19,491 | 19,491 |
Stock-Based Compensation and _4
Stock-Based Compensation and Warrants - Summary of Activity Under Stock Incentive Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Subject to Outstanding, Beginning Balance | 661,701 | ||
Shares Subject to Outstanding, Options granted | 430,468 | 184,071 | |
Shares Subject to Outstanding, Options Forfeited | (59,624) | ||
Shares Subject to Outstanding, Options Expired | (35,930) | ||
Shares Subject to Outstanding, Ending Balance | 996,615 | ||
Shares Subject to Outstanding, Vested and expected to vest | 980,424 | ||
Shares Subject to Outstanding, Exercisable | 508,518 | ||
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ 21.60 | ||
Weighted-Average Exercise Price Per Share, Options granted | 4.45 | ||
Weighted-Average Exercise Price Per Share, Options forfeited | 5.35 | ||
Weighted-Average Exercise Price Per Share, Options expired | 52.51 | ||
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 14.05 | ||
Weighted Average Exercise Price Per Share, Vested and expected to vest | 14.19 | ||
Weighted Average Exercise Price Per Share, Exercisable | $ 22.18 | ||
Aggregate Intrinsic Value, Outstanding Balance | $ 39 | $ 305 | |
Aggregate Intrinsic Value, Vested and expected to vest | 37 | ||
Aggregate Intrinsic Value, Exercisable | $ 2 |
Stock-Based Compensation and _5
Stock-Based Compensation and Warrants - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Employee Stock Option [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 7 years 8 months 8 days | 7 years 4 months 2 days | 6 years 10 days | 2 years 6 months 29 days |
Expected volatility | 112.00% | 97.00% | 119.00% | 99.00% |
Risk-free interest rate | 0.54% | 2.04% | 1.12% | 2.06% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory tax rate | 21.00% | |||
Effective tax rate | (0.09%) | 0.00% | (0.10%) | 0.20% |
Uncertain tax positions | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Dec. 31, 2010USD ($)Program | Jun. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Jun. 15, 2005USD ($) |
Commitments And Contingencies [Line Items] | ||||
Other noncurrent liability | $ 2,000 | $ 2,000 | ||
Anawah, Inc [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Contingent liability | $ 3,000 | $ 5,000 | ||
Date of merger and reorganization | Jun. 15, 2005 | |||
Restructuring activities, description | As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs | |||
Number of development programs ceased | Program | 3 | |||
Number of development programs | Program | 6 | |||
Other noncurrent liability | $ 2,000 | |||
Gain on abandon of technologies | $ 1,000 | |||
Minimum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases, term of contract | 1 year | |||
Maximum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases, term of contract | 5 years |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Minimum Funding Requirements Under Non-Cancelable Agreement (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
Remainder of 2020 | $ 500 |
2021 | 750 |
Total | $ 1,250 |
Net (Loss) Income per Share - S
Net (Loss) Income per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities not included in the diluted per share calculations, amount | 5,415,233 | 5,179,758 | 5,415,233 | 5,179,758 |
Options to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities not included in the diluted per share calculations, amount | 996,615 | 710,718 | 996,615 | 710,718 |
Warrants to Purchase Common Stock [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities not included in the diluted per share calculations, amount | 4,418,618 | 4,469,040 | 4,418,618 | 4,469,040 |
Net (Loss) Income per Share -_2
Net (Loss) Income per Share - Summary of Computation of Basic and Diluted Net (Loss) Income Per Common Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Numerator: | ||||
Net (loss) income attributable to common stockholders | $ (9,689) | $ 4,237 | $ (7,164) | $ (8,375) |
Denominator: | ||||
Weighted average number of common shares outstanding | 9,327,317 | 5,054,812 | 8,989,265 | 4,916,116 |
Basic net (loss) income per share attributable to common stockholders: | $ (1.04) | $ 0.84 | $ (0.80) | $ (1.70) |
Numerator: | ||||
Net (loss) income attributable to common stockholders | $ (9,689) | $ 4,237 | $ (7,164) | $ (8,375) |
Denominator: | ||||
Weighted average number of common shares outstanding | 9,327,317 | 5,054,812 | 8,989,265 | 4,916,116 |
Weighted average number of common shares outstanding - diluted | 9,327,317 | 5,054,812 | 8,989,265 | 4,916,116 |
Diluted net (loss) income per share attributable to common stockholders: | $ (1.04) | $ 0.84 | $ (0.80) | $ (1.70) |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) | 1 Months Ended | ||||
Apr. 30, 2020USD ($)aLease | Mar. 31, 2020USD ($)a | Feb. 28, 2019USD ($)a | Jun. 30, 2020USD ($)Lease | Dec. 31, 2019USD ($) | |
Related Party Transaction [Line Items] | |||||
Royalty fees due | $ 22,000 | $ 40,000 | |||
Number of lease amendments | Lease | 2 | 2 | |||
Mr. Kevin Comcowich [Member] | |||||
Related Party Transaction [Line Items] | |||||
Acres of land | a | 10 | ||||
Operating leases, term of contract | 2 years | ||||
Rent payments | $ 1,200 | ||||
Out of pocket costs | 126,400 | ||||
Payments received from contractor | $ 44,000 | ||||
Amendment [Member] | Mr. Kevin Comcowich [Member] | |||||
Related Party Transaction [Line Items] | |||||
Acres of land | a | 15 | 10 | |||
Operating leases, term of contract | 2 years | 2 years | |||
Number of additional properties under lease agreement | two additional 15-acre parcels | two additional 10-acre parcels | |||
Rent payments | $ 1,200 | $ 1,200 | |||
John Sperling Foundation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Royalty fees due | $ 22,000 | $ 40,000 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Jul. 31, 2020USD ($)InstallmentTermshares | Jul. 08, 2020USD ($)$ / sharesshares | Jul. 06, 2020$ / sharesshares | Jun. 30, 2020USD ($)$ / shares |
Subsequent Event [Line Items] | ||||
Warrants issued, exercise price | $ / shares | $ 7.32 | |||
Gross proceeds from warrant exercises | $ | $ 6,822,000 | |||
Existence of option to extend | true | |||
Lease option to extend, description | Some leases (the Davis office, warehouse, greenhouse and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years. | |||
Subsequent Events [Member] | Industrial Seed Innovations [Member] | ||||
Subsequent Event [Line Items] | ||||
Business combination, cash payable | $ | $ 500,000 | |||
Operating leases, term of contract | 3 years | |||
Existence of option to extend | true | |||
Lease option to extend, description | The leases will be effective upon the execution of a definitive agreement and will have a term of 3 years with the option to renew for three additional 3-year terms. | |||
Number of lease renewal term | Term | 3 | |||
Option to extend lease, term | 3 years | |||
Subsequent Events [Member] | Industrial Seed Innovations [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Business combination, equity interest issuable, shares | 397,878 | |||
Business combination, equity interest issued, shares | 132,626 | |||
Business combination, equity interest issuable upon achievement of certain milestone, shares | 265,252 | |||
Number of annual installment of common stock shares payable | Installment | 2 | |||
Subsequent Events [Member] | Letter Agreement [Member] | H.C. Wainwright & Co., LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Percentage of cash fee on gross proceeds from warrant exercise and sale | 6.00% | |||
Percentage of management fee on gross proceeds from warrant exercise and sale | 1.00% | |||
Payment for placement agent expenses | $ | $ 60,000 | |||
Payment of clearing fees | $ | 12,900 | |||
Subsequent Events [Member] | Letter Agreement [Member] | Existing Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant issued, shares of common stock called by warrant | 641,416 | |||
Warrants issued, exercise price | $ / shares | $ 3.975 | |||
Gross proceeds from warrant exercises | $ | $ 2,550,000 | |||
Subsequent Events [Member] | Letter Agreement [Member] | New Warrants [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant issued, shares of common stock called by warrant | 641,416 | |||
Warrants issued, exercise price | $ / shares | $ 3.85 | |||
Warrants exercise period | 5 years 6 months | |||
Subsequent Events [Member] | Letter Agreement [Member] | Placement Agent Warrants [Member] | H.C. Wainwright & Co., LLC [Member] | ||||
Subsequent Event [Line Items] | ||||
Warrant issued, shares of common stock called by warrant | 32,071 | |||
Warrants issued, exercise price | $ / shares | $ 4.9688 | |||
Percentage of warrants to purchase of common stock | 5.00% |