Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 10, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | BIOA | |
Entity Registrant Name | BioAmber Inc. | |
Entity Central Index Key | 1,534,287 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 37,073,776 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Statement [Abstract] | ||
Product sales | $ 2,123,468 | $ 1,458,485 |
Cost of goods sold excluding depreciation and amortization | 4,111,400 | 3,062,390 |
Operating expenses | ||
General and administrative | 4,898,142 | 2,623,663 |
Research and development, net | 1,552,418 | 1,849,142 |
Sales and marketing | 641,504 | 1,156,181 |
Depreciation of property and equipment and amortization of intangible assets | 1,235,788 | 1,153,451 |
Foreign exchange loss | 311,367 | 121,070 |
Operating expenses | 8,639,219 | 6,903,507 |
Operating loss | (10,627,151) | (8,507,412) |
Amortization of debt discounts | 591,348 | 601,035 |
Financial charges (income), net (Note 8) | (8,878,039) | 3,445,946 |
Gain on debt extinguishment (Note 7) | (745,510) | |
Other (income) expense, net | (229,093) | (24,691) |
Loss before income taxes | (1,365,857) | (12,529,702) |
Income taxes (Note 12) | 11,952 | 6,038 |
Net loss | (1,377,809) | (12,535,740) |
Net income (loss) attributable to: | ||
BioAmber Inc. shareholders | 105,833 | (10,945,687) |
Non-controlling interest | (1,483,642) | (1,590,053) |
Net loss | $ (1,377,809) | $ (12,535,740) |
Net income (loss) per share attributable to BioAmber Inc. shareholders - basic | $ 0.003 | $ (0.39) |
Diluted net earnings (loss) per share attributable to BioAmber Inc. shareholders | $ 0.003 | $ (0.39) |
Weighted-average of common shares outstanding - basic | 33,766,828 | 28,181,753 |
Effect of dilutive warrants | 424,351 | |
Weighted-average of common shares outstanding - diluted | 34,191,179 | 28,181,753 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Comprehensive Income Net Of Tax [Abstract] | ||
Net loss | $ (1,377,809) | $ (12,535,740) |
Foreign currency translation adjustment | 708,920 | 6,555,010 |
Total comprehensive loss | (668,889) | (5,980,730) |
Total comprehensive (loss) income attributable to: | ||
BioAmber Inc. shareholders | 500,112 | 6,660,983 |
Non-controlling interest | (1,169,001) | (680,253) |
Total comprehensive loss | $ (668,889) | $ (5,980,730) |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 5,310,553 | $ 16,160,017 |
Accounts receivable | 293,296 | 986,935 |
Inventories (Note 3) | 4,828,560 | 4,497,640 |
Prepaid expenses and deposits | 884,883 | 311,654 |
Valued added tax, income taxes and other receivables | 477,215 | 568,510 |
Restricted cash | 9,003,600 | 8,896,796 |
Total current assets | 20,798,107 | 31,421,552 |
Property and equipment, net (Note 4) | 121,643,017 | 121,628,272 |
Investment in equity method and cost investments (Note 2) | 446,806 | 446,806 |
Intangible assets, net (Note 5) | 6,073,953 | 6,126,687 |
Goodwill | 625,364 | 625,364 |
Restricted cash | 562,725 | 558,150 |
Deferred financing costs | 581,709 | 523,634 |
Total assets | 150,731,681 | 161,330,465 |
Current liabilities | ||
Accounts payable and accrued liabilities (Note 6) | 4,622,037 | 6,021,974 |
Income taxes payable | 128,159 | 115,210 |
Deferred revenue | 1,371,575 | |
Warrants financial liability (Note 11) | 9,323,600 | 14,496,796 |
Short-term portion of long-term debt (Note 7) | 3,473,757 | 23,299,398 |
Total current liabilities | 17,547,553 | 45,304,953 |
Long-term debt (Note 7) | 30,209,917 | 29,032,087 |
Warrants financial liability (Note 11) | 1,290,689 | 739,546 |
Other long-term liabilities | 241,269 | 247,292 |
Total liabilities | 49,289,428 | 75,323,878 |
Commitments and contingencies (Note 9) | ||
Redeemable non-controlling interest (Note 10) | 36,346,686 | 37,515,687 |
Equity | ||
Common stock : $0.01 par value per share; 250,000,000 authorized, 34,849,577 and 30,612,733 issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 348,495 | 306,127 |
Additional paid-in capital | 296,881,867 | 280,819,681 |
Warrants (Note 11) | 697,242 | 697,242 |
Accumulated deficit | (220,662,145) | (220,767,978) |
Accumulated other comprehensive loss | (12,169,892) | (12,564,172) |
Total BioAmber Inc. shareholders’ equity | 65,095,567 | 48,490,900 |
Total liabilities and equity | $ 150,731,681 | $ 161,330,465 |
Consolidated Balance Sheets (U5
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 34,849,577 | 30,612,733 |
Common stock, shares outstanding | 34,849,577 | 30,612,733 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity (Unaudited) - 3 months ended Mar. 31, 2017 - USD ($) | Total | Common stock | Additional paid-in capital | Warrants | Accumulated deficit | Accumulated other comprehensive loss |
Balance at Dec. 31, 2016 | $ 48,490,900 | $ 306,127 | $ 280,819,681 | $ 697,242 | $ (220,767,978) | $ (12,564,172) |
Balance, shares at Dec. 31, 2016 | 30,612,733 | 424,351 | ||||
Stock-based compensation (Note 11) | 2,286,842 | 2,286,842 | ||||
Issuance of shares, net of issuance costs | 13,817,712 | $ 42,368 | 13,775,344 | |||
Issuance of shares, shares | 4,236,844 | |||||
Net income | 105,833 | 105,833 | ||||
Foreign currency translation | 394,280 | 394,280 | ||||
Balance at Mar. 31, 2017 | $ 65,095,567 | $ 348,495 | $ 296,881,867 | $ 697,242 | $ (220,662,145) | $ (12,169,892) |
Balance, shares at Mar. 31, 2017 | 34,849,577 | 424,351 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (1,377,809) | $ (12,535,740) |
Adjustments to reconcile net loss to cash: | ||
Stock-based compensation | 2,286,842 | 949,961 |
Depreciation of property and equipment and amortization of intangible assets | 1,235,788 | 1,153,451 |
Loss on disposals of property and equipment | 32,360 | |
Amortization of debt discounts | 591,348 | 601,035 |
Other long-term liabilities | (8,105) | (310) |
Financial charges (income), net (Note 8) | (9,824,937) | 2,448,757 |
Gain on debt extinguishment (Note 7) | (745,510) | |
Changes in operating assets and liabilities | ||
Change in accounts receivable | 698,873 | (312,139) |
Change in inventories | (305,516) | (346,350) |
Change in prepaid expenses and deposits | (575,974) | (265,060) |
Change in value added tax, income taxes and other receivables | 93,267 | (961,658) |
Change in deferred revenue | (1,371,575) | |
Change in accounts payable and accrued liabilities | (1,341,235) | (11,016,301) |
Net cash used in operating activities | (10,612,183) | (20,284,354) |
Cash flows from investing activities | ||
Acquisition of property and equipment and intangible assets, net of disposals | (254,867) | (26,082) |
Net cash used in investing activities | (254,867) | (26,082) |
Cash flows from financing activities | ||
Deferred financing costs | (58,075) | (197,789) |
Repayment of long-term debt (Note 7) | (18,874,866) | (2,382,533) |
Net proceeds from issuance of common shares | 18,913,791 | 11,859,175 |
Proceeds from issuance of shares by a subsidiary (Note 10) | 17,725,999 | |
Net cash used (provided) by financing activities | (19,150) | 27,004,852 |
Foreign exchange impact on cash and cash equivalents | 36,736 | 390,703 |
Increase (decrease) in cash and cash equivalents | (10,849,464) | 7,085,119 |
Cash and cash equivalents, beginning of period | 16,160,017 | 6,973,591 |
Cash and cash equivalents, end of period | 5,310,553 | 14,058,710 |
Non-cash transactions: | ||
Fixed assets not yet paid | 15,474 | |
Interest paid | $ 700,542 | $ 434,714 |
Summary of significant accounti
Summary of significant accounting policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 1. Summary of significant accounting policies Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Securities and Exchange (“SEC”) rules and regulations and using the same accounting policies as described in Note 2 of the audited consolidated financial statements included in BioAmber Inc. (BioAmber or the Company) Annual Report on Form 10-K for the fiscal year ended December 31, 2016, except for the adoption of the Accounting Standard Update 2016-09, as referenced in paragraph Retrospective changes below. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The Company’s management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2017 or any other future period. The Company started its commercial operations at the end of 2015, and is currently ramping-up the production at its Sarnia facility. Therefore, the company incurred recurring losses from its past activities since inception . successful ramp-up of the commercial-scale manufacturing Sarnia facility further advancing its existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure gaining market acceptance for its bio-succinic acid, its derivatives and other building block chemicals, In the event that the Company would not achieve its expected growth rate, the Company may be required to raise additional capital within the next year from its financial statements issuance, in order to continue the production and commercialization of its succinic acid and to continue to fund operations at the current cash expenditure levels. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. If the Company is unable to raise additional capital or obtain debt when required or on acceptable terms, the Company may have to reduce or delay operating expenses as deemed appropriate in order to conserve cash. The Company’s condensed consolidated financial statements as of March 31, 2017 have been prepared under the assumption that we will continue as a going concern for the next twelve months. The Company ability to continue as a going concern is dependent upon its ability to generate additional revenue, attain further operating efficiencies, obtain additional equity or debt financing or to reduce expenditures. The Company’s condensed consolidated financial statements as of March 31, 2017 did not include any adjustments that might result from the outcome of this uncertainty. N et earnings (loss) per share The Company computes net earnings (loss) per share in accordance with FASB ASC 260, Earnings per share Recently adopted accounting pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company adopted this guidance on January 1, 2017 and made an accounting policy election to account for forfeitures as they occur, the impact of which is generally consistent with the Company’s current forfeiture estimate. There is no cumulative-effect adjustment to retained earnings as of the beginning of the period in which this ASU is adopted. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory impact on Recent accounting pronouncements not yet adopted In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue Recognition - Revenue from Contracts with Customers," which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. This standard is effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption o r modified retrospective adoption is permitted. The Company is still in the process of evaluating the impact of this standard, but do not currently In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which among other changes in accounting and disclosure requirements, replaces the cost method of accounting for non-marketable equity securities with a model for recognizing impairments and observable price changes, and also eliminates the available-for-sale classification for marketable equity securities. Under the new guidance, other than when the consolidation or equity method of accounting is utilized, changes in the fair value of equity securities are to be recognized in earnings. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company evaluated this standard and concluded that there will be no impact on its consolidated financial statements. In February 2016, the FASB issued Accounting ASU 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments” to address diversity in practice on certain specific cash flow issues. The ASU will be effective for the Company for the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements and the timing of adoption. In November 2016, the FASB issued ASU 2016-18, Restricted Cash In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The standard will become effective for the Company beginning January 1, 2020 and must be applied to any annual or interim goodwill impairment assessments after that date. Early adoption is permitted. The Company is currently evaluating the standard, but expect that it will not have a material impact on our consolidated financial statements. |
Equity and Cost Investments
Equity and Cost Investments | 3 Months Ended |
Mar. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity and Cost Investments | 2. Equity and Cost Investments Sinoven, the Company’s wholly-owned subsidiary and a third-party, NatureWorks LLC, are both 50% holders of the joint venture AmberWorks. AmberWorks had a net loss of $nil for the three months ended March 31, 2017 and 2016, respectively. Sinoven’s share of the net loss amounted to $nil for those periods. AmberWorks had total assets of $68,744 and total liabilities of $nil as of March 31, 2017 and December 31, 2016, respectively. Sinoven’s share of net assets amounted to $34,372 as of those periods, respectively. On February 5, 2015, the Company invested $412,434 (CAD$ 500,000) in Comet Biorefining Inc., a start-up private company, which represented less than 6.6% ownership interest. This investment is recorded using the cost investment method. |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 3. Inventories March 31, December 31, 2017 2016 $ $ Finished goods 4,163,706 3,638,562 Work in progress 10,029 117,642 Raw material 476,514 567,441 Supplies and spare parts 178,311 173,995 Total 4,828,560 4,497,640 |
Property and equipment
Property and equipment | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and equipment | 4. Property and equipment Estimated Useful March 31, December 31, Life 2017 2016 (years) $ $ Land 267,844 265,667 Building 40 88,130,156 87,296,018 Machinery and equipment 5 - 20 36,012,745 35,655,348 Furniture and fixtures 5 - 8 114,811 114,078 Computers, office equipment and peripherals 3 - 7 186,022 184,865 Leasehold improvement 10 330,724 328,035 Construction in-progress 3,349,298 3,324,862 128,391,600 127,168,873 Less: accumulated depreciation (6,748,583 ) (5,540,601 ) Property and equipment, net 121,643,017 121,628,272 Depreciation expense is recorded as an operating expense in the consolidated statements of operations and amounted to $1,183,698 and $1,100,510 for the three months ended March 31, 2017 and 2016, respectively . |
Intangible assets
Intangible assets | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible assets | 5. Intangible assets March 31, December 31, 2017 2016 $ $ License with indefinite-lived 3,106,767 3,106,767 Acquired licenses with definite-lived 3,017,550 3,017,550 Computer software and licenses 386,822 384,972 Less: accumulated amortization (437,186 ) (382,602 ) Intangible assets, net 6,073,953 6,126,687 Amortization expense is recorded as an operating expense in the consolidated statements of operations and amounted to $52,090 and $52,941 for the three months ended March 31, 2017 and 2016, respectively . |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts payable and accrued liabilities | 6. Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following: March 31, December 31, 2017 2016 $ $ Trade accounts payable 2,637,070 4,601,835 Accrued payroll and bonus 1,005,611 383,117 Consulting and legal fees 607,480 635,722 Accrued interest 155,841 184,567 Other 216,035 216,733 Total 4,622,037 6,021,974 |
Short-term and Long-term debt
Short-term and Long-term debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Short-term and Long-term debt | 7. Short-term and Long-term debt i) Sustainable Jobs and Investment Fund (“SJIF”) On September 30, 2011, BioAmber Sarnia and the Minister of Economic Development and Trade of Ontario, Canada (Sustainable Jobs Innovation Fund) entered into an agreement pursuant to which a loan in the amount of CAD$15,000,000, was granted to BioAmber Sarnia, according to the following principal terms: • the loan is interest free during the first five years provided BioAmber Sarnia creates or retains an average of 31 jobs per year, calculated on an annual basis; • the loan will bear interest from the fifth anniversary date of its disbursement at an annual rate of 3.98% (or 5.98% if BioAmber Sarnia does not fully achieve the cumulative job target for the first five years); • the principal will be repayable in five annual equal installments from the sixth anniversary date of the disbursement of the loan; • the loan is secured by a guarantee from BioAmber and Mitsui & Co., Ltd., the non-controlling shareholder of BioAmber Sarnia (the guarantee being limited to its percentage of ownership held in BioAmber Sarnia); and • the loan is secured by (i) a general security agreement representing a valid charge on BioAmber Sarnia’s present and future accounts receivable, inventory, equipment and other personal property and (ii) a valid charge against the leasehold interest on the portion of the real property located in Sarnia Ontario, Canada and leased to BioAmber Sarnia. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was between 12% and 15%, being the interest rates a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a short-term deferred grant and subsequently reclassified to reduce the cost of construction in-progress. The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan. ii) Sustainable Chemistry Alliance (“SCA”) In November 2011, BioAmber Sarnia entered into a loan agreement with SCA in the amount of CAD$500,000. The loan was interest free until November 30, 2013, and the unpaid balance of the loan subsequently bears interest at the rate of 5% per annum compounded monthly. The loan’s principal is repayable in 20 equal quarterly installments of CAD$25,000 from November 2015 to November 2020. The loan agreement contains various legal and financial covenants including i) third party credit facilities which could not exceed originally CAD$45 million in the aggregate as long as any principal of the loan remains outstanding, and ii) dividends may not be declared or paid without the consent of the lender. The loan agreement was amended to increase the third party credit facilities from CAD$45 million to CAD$60 million in the aggregate in June 2014, and subsequently from CAD$60 million to CAD$67.5 million in the aggregate in March 2016. These covenants were met as of March 31, 2017. The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a deferred grant, and subsequently reclassified against operating expenses during the period ended December 31, 2015. iii) Federal Economic Development Agency (“FEDDEV”) On September 30, 2011, BioAmber Sarnia and FEDDEV entered into a contribution agreement pursuant to which a loan of up to a maximum amount of CAD$12 million, was granted to BioAmber Sarnia. The loan is non-interest bearing with original repayment of principal from October 2013 to October 2018 in 60 monthly installments. The repayment terms were later modified as described below. The loan agreement contains various legal and financial covenants ordinarily found in such government agency loan agreements. In addition, the following specific covenants also apply: (a) the Company will carry appropriate amounts of liability and casualty insurance during the duration of the loan agreement; (b) the Company will not allow change of control without prior written consent of the Minister. These covenants were met as of March 31, 2017. On March 20, 2013, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from the period October 2013 to October 2018, to the period October 2014 to October 2019. In May 2014, the repayment of principal was subsequently amended to the period October 2015 to October 2020. In March 2017, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from $200,000 monthly until October 2020, to $50,000 quarterly starting from January 1, 2017 to March 31, 2018, to $50,000 monthly from April 1, 2018 to March 1, 2019, to $100,000 monthly from April 1, 2019 to March 1, 2020, and to $150,000 monthly from April 1, 2020 to February 1, 2024. The Company recorded the impact of the amendments in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was between 12% and 15%, being the interest rates a loan with similar terms and conditions would carry. iv) Minister of Agriculture and Agri-Food of Canada (“AAFC”) On March 10, 2014, BioAmber Sarnia entered into a repayable contribution agreement in the form of a non-interest bearing loan with the Minister of Agriculture and Agri-Food of Canada in the amount of CAD$10 million, for the AgriInnovation Program. This loan provided progressive disbursements as eligible costs were incurred for building construction, installation of equipment and start-up and commissioning of the Sarnia facility. The loan is repayable in equal, monthly installments beginning March 31, 2016 through March 31, 2026 and it contains various legal and financial covenants ordinarily found in such government agency loan agreements. On February 13, 2017, the Company agreed with AAFC to modify the principal repayment to have no principal repayment during the period of January 1, 2017 until January 30, 2018, and then repay in equal monthly payments commencing January 30, 2018 and coming due monthly on that day, such that the loan is fully repaid by March 31, 2025. These covenants were met as of March 31, 2017. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. v) Comerica Bank, On June 20, 2014, BioAmber Sarnia signed a loan agreement with a financial consortium, comprised of Comerica Bank, Export Development Canada and Farm Credit Canada for a senior secured loan in the principal amount of CAD$20.0 million, which was disbursed on May 12, 2015. The loan’s principal is repayable in 26 equal, quarterly installments beginning on September 30, 2015, and at floating interest rate per annum based on the greater of (i) the Canadian prime rate and (ii) the Canadian dealer offered rate plus 1%, in either case plus an interest spread of 5%. There was an initial interest-only period from draw down of the term loan until the first payment of principal. The disbursement of the loan, net of a 2.5% upfront loan fee of CAD$500,000, was recorded as debt discount and is amortized over the estimated term of the loan using the effective interest method. BioAmber Sarnia paid a 1.0% per annum commitment fee on the undrawn amount, until the drawdown. The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a grant applied as reduction of the cost of construction in-progress. BioAmber Sarnia may prepay all or a portion of the loan outstanding from and after the date of the first principal repayment, without penalty. BioAmber Sarnia’s obligations under the loan are secured by (i) a security interest on all of BioAmber Sarnia’s assets and (ii) a pledge of all the shares of BioAmber Sarnia. In addition, the Company provides the lenders with a guarantee representing 70% of the secured obligations under the loan, and Mitsui & Co., Ltd. provides a guarantee representing 30% of the secured obligations under the loan that is capped at CAD$6.0 million plus all accrued interest on the secured obligations and fees and expenses. The proceeds of the loan were used by BioAmber Sarnia to complete the ongoing construction of the Sarnia Plant and fund its startup and commissioning. The loan agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings, including in connection with the disbursement of the loan. On August 9, 2016, the loan agreement was amended, to adjust the financial covenants to require BioAmber Sarnia to maintain a minimum debt service ratio of 1.75 . On December 1, 2016, a waiver was obtained to reduce the minimum cash balance requirement from CAD$4 million to CAD$2 million until January 31, 2017, and a second waiver was received in February 2017 to postpone this cash balance requirement to March 31, 2017. All applicable covenants as of March 31, 2017 have been met. v i) BDC Capital Inc. (“BDC”) On April 20, 2016, BDC, a wholly owned subsidiary of Business Development Bank of Canada, accepted to enter into a binding Letter of Offer of financing with BioAmber Sarnia to make a secured term loan (“BDC Loan”) of CAD$10 million to fund the working capital of the BioAmber Sarnia’s facility. The BDC Loan proceeds were received on August 10, 2016, and recorded as long-term debt, net of debt issuance costs of $ 378,108 The Loan is repayable in 59 equal, monthly installments of CAD$165,000 from April 15, 2017 until February 15, 2022, and by way of one balloon payment of CAD$265,000, payable on March 15, 2022. The BDC Loan bears interest at a fixed interest rate of 13% per annum, payable monthly on the 15 th On May 12, 2016, an amendment to the BDC Loan was signed to modify the commencement instalment repayment date from April 15, 2017 to October 15, 2017 and continuing monthly until September 15, 2022. On July 22, 2016, a second amendment was signed to modify certain debt covenants, including the term debt to tangible equity ratio of maximum of 0.85:1, and the debt service ratio of at least 1.10:1 commencing on the quarter ending December 31, 2017, and increasing to 1.50:1 for the quarter ending June 30, 2019. In addition, pursuant to this amendment, the fixed interest rate was adjusted to 14.90% per year, which can vary upon achievement of certain milestones. All applicable covenants as of March 31, 2017 have been met. vii) Bridging Finance Inc. (“Bridging”) On September 9, 2016, the Company entered into an agreement for a demand non-revolving credit facility (the “Facility”) with Bridging, and received the loan proceeds of CAD$25 million, net of 1.50% of financing fees. The proceeds were used to repay in full the outstanding principal amount of its loan with TCP and to fund general corporate expenses. The Facility was repayable at the earlier of the date of demand or September 30, 2017. The Facility bears interest at an annual interest rate of the Bank of Montreal prime rate plus 10.8%, calculated on a daily outstanding balance of the Facility and compounded monthly, payable on the last business day of each month. Subject to (i) the right of Bridging to demand the payment of the loan at any time (subject to a grace period of 15 days) or (ii) the occurrence of an event of default, the principal of the loan will be reimbursable in one lump-sum payment at its maturity date. On the occurrence of an event of default, as more fully described in the agreement, interest shall be calculated at annual rate of 21% per annum calculated and compounded as aforesaid. After April 1, 2017, the Company may prepay a portion or all of the Facility outstanding at any time, (i) without any fee or penalty upon at least 90 days prior written notice to the Lender, or (ii) with a prepayment penalty of up to 90 days of interest if the Company provides the lender with a prepayment notice of less than 90 days. The loan obligations are secured by a security interest on substantially all of the Company’s assets (subject to certain exceptions), including its intellectual property, but excluding certain identified licenses from third parties and its equity interest in its subsidiary, BioAmber Sarnia Inc. On January 27, 2017, the Company paid off and terminated its facility agreement with Bridging. The Company reimbursed the CAD$ 25 million principal owed, as well as accrued and unpaid interest and fees. The balance of unamortized debt discount of $528,206 was written-off and recorded as loss on debt extinguishment during the three months ended March 31, 2017. As a result of the repayment, Bridging is required to terminate its security interest in the corporate level assets of the Company, according to the terms contained in the facility agreement. The balance of the outstanding long-term debt is as follows: March 31, December 31, 2017 2016 $ $ Sustainable Chemistry Alliance: Face value (CAD $415,519) 311,764 327,835 Less: debt discount (181,508 ) (180,032 ) Amortization of debt discount 137,587 130,774 Less: short-term portion of debt (75,030 ) (74,420 ) 192,813 204,157 Sustainable Jobs and Investment Fund: Face value (CAD $15,000,000) 11,254,500 11,163,000 Less: debt discount (5,156,110 ) (5,114,190 ) Amortization of debt discount 2,108,317 1,846,954 8,206,707 7,895,764 Federal Economic Development Agency: Face value (CAD $9,000,000) 6,752,700 6,697,800 Less: debt discount (3,195,140 ) (3,169,163 ) Less: short-term portion of debt (112,547 ) (1,786,080 ) Gain on debt extinguishment (1,885,719 ) (601,616 ) Amortization of debt discount 2,413,345 2,313,885 3,972,639 3,454,826 Minister of Agriculture and Agri-Food Canada: Face value (CAD $9,074,074) 6,808,276 6,883,850 Less: debt discount (3,561,017 ) (3,532,065 ) Amortization of debt discount 897,312 836,234 Less: short-term portion of debt (234,768 ) (744,200 ) 3,909,803 3,443,819 EDC: Face value (CAD $15,384,615) 11,543,077 11,449,231 Less: debt discount (2,887,225 ) (2,863,751 ) Amortization of debt discount 1,150,317 1,006,724 Less: short-term portion of debt (2,308,615 ) (2,289,846 ) 7,497,554 7,302,358 BDC: Face value (CAD $10,000,000) 7,503,000 7,442,000 Less: debt issuance cost (371,420 ) (368,403 ) Amortization of debt discount 41,618 25,945 Less: short-term portion of debt (742,797 ) (368,379 ) 6,430,401 6,731,163 Bridging: Face value — 18,605,000 Less: debt issuance cost — (627,069 ) Amortization of debt issuance cost — 58,542 Less: short-term portion of debt — (18,036,473 ) — — Long-term debt, net 30,209,917 29,032,087 The principal repayments of the outstanding loans payable are as follows: SCA SJIF FEDDEV AAFC EDC BDC Total $ $ $ $ $ $ $ April 2017 - March 2018 75,030 — 112,547 234,768 2,308,615 742,797 3,473,757 April 2018 - March 2019 75,030 2,250,900 450,180 939,073 2,308,615 1,485,594 7,509,392 April 2019 - March 2020 75,030 2,250,900 900,360 939,073 2,308,615 1,485,594 7,959,572 April 2020 - March 2021 86,674 2,250,900 1,350,540 939,073 2,308,615 1,485,594 8,421,396 April 2021 and thereafter — 4,501,800 3,939,073 3,756,289 2,308,617 2,303,421 16,809,200 Total 311,764 11,254,500 6,752,700 6,808,276 11,543,077 7,503,000 44,173,317 |
Financial charges (income), net
Financial charges (income), net | 3 Months Ended |
Mar. 31, 2017 | |
Debt Instruments [Abstract] | |
Financial charges (income), net | 8. Financial charges (income), net Three months ended March 31, 2017 2016 $ $ End of term charge on long-term debt — 129,117 Interest on long-term debt 645,489 490,605 Revaluation of the warrants financial liability (Note 11) (9,824,937 ) 2,834,421 Issuance costs of the warrants financial liability 349,739 — Other interest charge (income), net (48,330 ) (8,197 ) Total financial charges (income), net (8,878,039 ) 3,445,946 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 9. Commitments and contingencies Leases The Company leases its premises and other assets under various operating leases. As of March 31, 2017, leases payments for the next nine months of 2017, and on a twelve months basis for the remaining years, are the following: March 31, 2017 $ 2017 132,220 2018 161,614 2019 156,557 2020 168,341 2021 176,758 Thereafter 73,649 Royalties The Company has entered into exclusive license agreements that provide for the payment of royalties in the form of up-front payments, minimum annual royalties, and milestone payments. The Company has the right to convert such exclusive agreements into non-exclusive agreements without the right to sublicense and without the obligation to pay minimum royalties. As of March 31, 2017, the royalty payments commitments for the next nine months of 2017, and on a twelve months basis for the remaining years are the following: March 31, 2017 $ 2017 937,500 2018 1,500,000 2019 1,200,000 2020 1,200,000 2021 1,200,000 Thereafter 9,000,000 The royalties the Company owes are in return for the use or development of proprietary tools, patents and know-how and the actual expenses incurred amounted to a total of $20,031 and $ 51,039 for the three months ended March 31, 2017 and 2016, respectively, and are included in research and development expenses in the consolidated statements of operations. Purchase Obligations BioAmber Sarnia has entered into a steam supply agreement with Arlanxeo inc., under which, BioAmber Sarnia has agreed to pay a Monthly Take or Pay fee during the term of the contract, which will vary upon the natural gas price index. An amount of CAD$750,000 or $562,364 when converted into U.S. dollars as of March 31, 2017 is held in an escrow account as a guarantee for the supply agreement. BioAmber Sarnia has also entered into a service agreement with Arlanxeo inc. under which minimum yearly payments are required. As of March 31, 2017, purchase obligations commitments for the next nine months of 2017, and on a twelve months basis for the remaining years are the following: March 31, 2017 $ 2017 1,781,473 2018 2,548,352 2019 2,548,352 2020 2,548,352 2021 2,548,352 Thereafter 3,460,758 Litigation On March 18, 2017, a putative securities class action lawsuit was filed against the Company and Messrs. Huc, Orecchioni and Saucier in federal district court in New York alleging violations of the U.S. Exchange Act and the U.S. Securities Act. The complaint principally alleges that the prospectus for our January 2017 follow-on public offering failed to disclose the postponement of a large customer order. The Company believes the suit is without merit and intend to vigorously defend it. The potential loss is therefore remote. From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any litigation that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows. The Company believes possible losses are remote. |
Redeemable non-controlling inte
Redeemable non-controlling interest | 3 Months Ended |
Mar. 31, 2017 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Redeemable non-controlling interest | 10. Redeemable non-controlling interest On January 24, 2014, the Company signed an amended and restated joint venture agreement (the “Amended JV Agreement”) with Mitsui & Co. Ltd. related to the Sarnia joint venture. Under the Amended JV Agreement, Mitsui invested an additional $8.1 million (CAD$9 million) on January 29, 2014 in BioAmber Sarnia. The Amended JV Agreement also revised each party’s rights and obligations under the buy/sell provisions of the Agreement, including a put option exercisable at Mitsui’s sole discretion that requires the Company to purchase Mitsui’s equity for a purchase price of 50% of Mitsui’s equity in the joint venture. This option remains in effect until December 31, 2018. During the year ended December 31, 2015, Mitsui invested an additional $8.9 million (CAD$11.1 million). On February 15, 2016, the Company signed a second amended and restated joint venture agreement (the “Second Amended JV Agreement On March 31, 2017, BioAmber Inc. provided with additional capital contributions for an aggregate amount of CAD$8 million, which decreased Mitsui ownership to approximately 39%. As of March 31, 2017, the estimated redemption value of the redeemable non-controlling interest was $27.1 million. The following table reflects the activity of the redeemable non-controlling interest: Balance, December 31, 2016 37,515,687 Mitsui’s additional capital contribution — Net loss attributable to redeemable NCI (1,483,642 ) Accumulated other comprehensive income attributable to NCI 314,641 Balance at March 31, 2017 36,346,686 |
Share capital
Share capital | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share capital | 11. Share capital Secondary Public Offering On January 21, 2016, the Company completed the closing of another follow-on public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share. The gross aggregate proceeds from this follow-on public offering were approximately $13.0 million, with net proceeds of approximately $11.9 million, after deducting underwriting discounts and commissions and expenses payable by the Company. This public offering also triggered an adjustment to the exercise price of the outstanding IPO Warrants, April 2011 Warrants and the June 2009 Warrants, refer to section Warrants financial liability below for details. Warrants financial liability June 2009 & April 2011 Warrants On June 22, 2009, the Company issued 208,950 warrants at an exercise price of $5.74 per share in connection with a financing transaction, with an estimated fair value of $1,045,307. On April 11, 2011, the Company issued 94,745 warrants at an exercise price of $10.55 per share with a fair value of $810,448 in connection with a second financing transaction. Those warrants contain anti-dilution protection in the event securities are sold at a lower price than the warrant’s original exercise price. The anti-dilution protection contains a price adjustment and an adjustment to the number of warrants. The fair value of the warrants are classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. A non-cash reclassification from equity to liability was recorded in the third quarter 2015. Following the May 2015 public offering, the exercise price per share of the April 2011 Warrants were adjusted to an exercise price of $10.11 per share and an additional 4,124 warrants were issued. The January 2016 public offering also triggered an adjustment to the exercise price of the April 2011 Warrants and the June 2009 Warrants from $10.11 per share and $5.74 per share, respectively, to $9.65 per share and $5.67 per share, respectively. An additional 4,713 warrants at an exercise price of $9.65 and an additional 2,580 warrants at an exercise price of $5.67 per share were issued following the adjustments triggered by this issuance. The December 2016 public offering also triggered the exercise price adjustment of the 2011 Warrants and the June 2009 Warrants from $9.65 per share and $5.67 per share, respectively, to $8.97 per share and $5.47 per share, respectively. An additional 7,852 warrants at an exercise price of $8.97 and an additional 7,734 warrants at an exercise price of $5.47 per share were issued following adjustments in the number of shares underlying the warrants that were triggered by this issuance. As of March 31, 2017, the fair value of those warrants was determined to be $0.36 and $0.55 per warrant, for the June 2009 Warrants and the April 2011 Warrants, respectively, using the Monte Carlo method, a level 3 fair value measure, for a total fair value of $140,425 classified as warrants financial liability on the consolidated balance sheets. It resulted in a financial (income) charge of $(599,121) and $(430,250) for the three months ended March 31, 2017 and 2016, respectively. As of December 31, 2016, the fair value of those warrants was determined to be $2.16 and $2.38 per warrant, for the June 2009 Warrants and the April 2011 Warrants, respectively, using the Monte Carlo method, a level 3 fair value measure, for a total fair value of $739,546 classified as warrants financial liability on the consolidated balance sheets. IPO Warrants The warrants issued upon the completion of the IPO (“IPO Warrants”), are exercisable during the period beginning on August 8, 2013 and ending on May 9, 2017. Per the IPO warrants agreement, the Company has the possibility to extend the termination date without the consent of the holders. The initial fair value of the warrants was determined to be $2.02 per warrant using the Black-Scholes option pricing model. The warrants contain full ratchet, anti-dilution protection upon the issuance of any common stock, securities convertible into common stock, or certain other issuances at a price below the then-existing exercise price of the warrant, with certain exceptions. The exercise price of $11.00 per whole share of common stock is subject to appropriate adjustment in the event of certain stock dividends and distributions, stock splits, stock issuances or other similar events affecting the company’s common stock. At issuance, the fair value of the warrants was classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. During the year ended December 31, 2015, the exercise price of the outstanding IPO Warrants was adjusted from $11.00 to $9.00 per whole share of common stock per whole share of common stock . On March 31, 2017 and December 31, 2016, the closing value of the warrant on the New York Stock Exchange, a level 1 fair value measure, was $0.04 and $0.70 per warrant, respectively, for a total fair value of $320,000 and $5,600,000, respectively. As a result, the liability was revalued at the balance sheet date resulting in a financial charge (income) of $(5,280,000) and $3,264,000 for the three months ended March 31, 2017 and 2016, respectively. Special Warrant On December 29, 2016, the Company entered into a Canadian Securities Purchase Agreement (the “Purchase Agreement”) with the purchaser’s party thereto to issue and sell warrant (the “Special Warrant”) to purchase an aggregate of 2,224,199 shares of common, for a gross proceed of $8,896,796, that were placed into an escrow account, recorded as restricted cash, to be released upon the exercise or deemed exercise of the Special Warrant pursuant to the terms of the Purchase Agreement. The exercise price per share for the common stock underlying the Special Warrant is $4.00. The net proceeds from the Warrants Offering were $3.80 per share of common stock underlying the Special Warrant, representing a placement agent fee of 5.0%, before expenses payable by the Company. The term of the Special Warrant lasts for 120 days from the date of issuance. The issuance date is December 29, 2016. The Special Warrants may be voluntarily exercised, in whole or in part, prior to their expiration, for no additional consideration. In addition, upon the last to occur of (i) the listing of the Common Stock on the Toronto Stock Exchange or the TSX-Venture Exchange, and (ii) the Company’s receiving of a receipt for a prospectus qualifying the issuance of the Common Stock underlying the s from at least the Canadian provincial securities regulator in that jurisdiction in which the initial holder of the Special Warrant are resident, in each case in accordance with applicable Canadian law (the “Warrant Conditions”), the remainder of the Special Warrant shall be deemed to have been exercised in full. Upon such exercise or deemed exercise, the Company will receive the net proceeds from the escrow account described above with respect to the shares of Common Stock underlying such Warrants so exercised. If the Warrant Conditions have not been satisfied on or prior to 5:00 p.m. New York City time on the date that is 120 days from the issuance date of the Special Warrant, then the gross subscription proceeds from the Warrants Offering will be returned to the respective purchasers of the Special Warrant. The Special Warrant were recorded as Warrants financial liability on the consolidated balance sheets, and associated financing costs were recorded as financial charge in the consolidated statements of operations. 2017 Warrants On January 27, 2017, the Company issued 2,118,422warrants, to purchase 2,118,422 shares of our common stock at an exercise price of $5.50 per share. The termination date is 4 years after the issuance date of those warrants. Per the 2017 Warrants agreement, the Company has the possibility to extend the termination date and the warrants exercice price without the consent of the holders. At issuance, the fair value of the warrants was classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. Stock option plan Stock-based compensation expense was allocated as follows: Three months ended ended March 31, 2017 2016 $ $ General and administrative 1,743,467 542,032 Research and development 492,157 354,697 Sales and marketing 51,218 53,232 Total compensation expense 2,286,842 949,961 The following table summarizes activity under the Plan: Numbers of options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding, beginning of period 5,599,511 $ 6.73 6.71 3,027,426 Granted 1,294,407 3.55 Forfeited or cancelled (254,008 ) 4.82 Outstanding, end of period 6,639,910 $ 6.19 6.59 516,250 Exercisable, end of period 4,336,273 $ 6.93 5.83 516,250 Per share weighted average grant-date fair value of options granted $ 2.09 The fair value of options granted was determined using the Black-Scholes option pricing model and the following weighted-average assumptions: Three months ended March 31, 2017 2016 Risk-free interest rate 1.73 % 1.64 % Expected life (in years) 4.50 6.25 Volatility 77.16 % 80.29 % Expected dividend yield 0.00 % 0.00 % Warrants During the three months ended March 31, 2017 and 2016, no warrants were exercised. As at March 31, 2017, the Company had the following warrants and warrants financial liability outstanding to acquire common shares: Number Exercise price Expiration date 264,961 $ 1.07 May 2017 - September 2019 159,390 $ 1.43 February 1, 2019 219,264 $ 5.47 October 2014 - June 2019 111,434 $ 8.97 April 1, 2021 4,000,000 $ 4.00 May 9, 2017 2,224,199 $ 4.00 April 28, 2017 2,118,422 $ 5.50 January, 2021 9,097,670 |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 12. Income taxes Based on the Company’s evaluation at March 31, 2017, management has concluded that there has been no change to the recorded uncertain tax positions requiring adjustments to deferred tax assets and related valuation allowance. Open tax years include the tax years December 31, 2012 through December 31, 2016. For the three month periods ended March 31, 2017 and 2016, the Company’s effective income tax rates were 0.88% and (0.05)% respectively, compared to an applicable U.S. combined federal and state income tax rate of 35%. The difference between the effective tax rate and U.S. statutory tax rate as of March 31, 2017 is primarily due the existence of valuation allowances for deferred tax assets including net operating losses and stock options. For the three months ended March 31, 2017, the Company recorded valuation allowances on deferred tax assets relating to current year losses and temporary differences. The Company is subject to possible income tax examinations for its U.S. federal and state income tax returns filed for the tax years 2012 to present. International tax statutes may vary widely regarding the tax years subject to examination, but generally range from 2012 to the present. |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 31, 2017 | |
Investments All Other Investments [Abstract] | |
Financial instruments | 13. Financial instruments Currency risk The Company is exposed to foreign currency risk as result of foreign-denominated transactions and balances. The Company does not hold any financial instruments that mitigate this risk. Credit risk The Company’s exposure to credit risk as of March 31, 2017, is equal to the carrying amount of its financial assets. Interest Rate Risk We had cash balances totaling $5.3 million at March 31, 2017. These amounts were deposited in current and interest-bearing accounts and were held for working capital purposes. Our primary objective is to preserve our capital for the purpose of funding our operations. We do not enter into investments for trading or speculative purposes. The Company’s long-term loan with EDC bears interest at floating interest rate per annum based on the Canadian prime rate plus an interest spread of 5%. If the Canadian prime rate were to increase, the interest rates for the remaining term of the loan would increase. |
Fair value of financial assets
Fair value of financial assets and liabilities | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial assets and liabilities | 14. Fair value of financial assets and liabilities For cash, restricted cash, accounts receivable and accounts payable and accrued liabilities, the carrying amount approximates fair value because of the short-term maturity of those instruments. The carrying amount of long-term debt approximates fair value as at March 31, 2017 and December 31, 2016. The fair value of long-term debt received from government organizations was determined using Level 3 information as the Company produces an estimate of fair value based on internally developed valuation techniques which are based on a discounted cash flow methodology and incorporates all relevant observable market inputs. The interest free loans were discounted using an interest rate between 12% and 15%, a level 3 fair value measurement, representing the interest rate a loan with similar terms and conditions would carry. The fair value of the IPO warrants was calculated using the Black-Scholes option pricing model using various assumptions which was a level 3 fair value measurement. As these warrants started trading freely on the New York Stock Exchange on June 10, 2013, the closing value of these warrants, which is a level 1 measurement was used to calculate the fair value from June 10, 2013 onwards. The fair value of the warrants issued in connection with the June 2009 and April 2011 financing transaction was calculated using the Monte Carlo model, which is a level 3 measurement. The fair value of the 2017 Warrants was calculated using the Black-Scholes option pricing model using various assumptions which was a level 3 fair value measurement. |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | 15. Related party transactions Transactions with related parties not disclosed elsewhere were as follows: Three Months Ended March 31, 2017 2016 $ $ Product sales to a shareholder 96,262 20,947 Services received by a shareholder 65,813 — The related party transactions noted above were undertaken in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties. |
Subsequent event
Subsequent event | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | 16. Subsequent events On April 28, 2017, the Special Warrant was automatically exercised for 2,224,199 common shares following the issuance of a receipt for the Company’s final prospectus qualifying the underlying shares by the British Columbia Securities Commission. The proceeds of the Special Warrant, recorded as restricted cash in the current assets of the consolidated balance sheet as of March 31, 2017, were released from the escrow concurrently with the deemed automatic exercise of the Special Warrant. On May 3, 2017, the Company’s common shares started trading on the Toronto Stock Exchange (TSX) under the trading symbol BIOA. The Company’s IPO warrants expired on May 9, 2017, and stopped trading day on the New York Stock Exchange under the symbol BIOA.WS. |
Summary of significant accoun24
Summary of significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation and going concern | Basis of presentation and going concern The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with Securities and Exchange (“SEC”) rules and regulations and using the same accounting policies as described in Note 2 of the audited consolidated financial statements included in BioAmber Inc. (BioAmber or the Company) Annual Report on Form 10-K for the fiscal year ended December 31, 2016, except for the adoption of the Accounting Standard Update 2016-09, as referenced in paragraph Retrospective changes below. Accordingly, these unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016. The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. In the opinion of the Company’s management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The Company’s management bases its estimates on various assumptions and historical experience, which are believed to be reasonable; however, due to the inherent nature of estimates, actual results may differ significantly due to changed conditions or assumptions. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of results to be expected for the fiscal year ending December 31, 2017 or any other future period. The Company started its commercial operations at the end of 2015, and is currently ramping-up the production at its Sarnia facility. Therefore, the company incurred recurring losses from its past activities since inception . successful ramp-up of the commercial-scale manufacturing Sarnia facility further advancing its existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure gaining market acceptance for its bio-succinic acid, its derivatives and other building block chemicals, In the event that the Company would not achieve its expected growth rate, the Company may be required to raise additional capital within the next year from its financial statements issuance, in order to continue the production and commercialization of its succinic acid and to continue to fund operations at the current cash expenditure levels. The Company cannot be certain that additional funding will be available on acceptable terms, or at all. If the Company is unable to raise additional capital or obtain debt when required or on acceptable terms, the Company may have to reduce or delay operating expenses as deemed appropriate in order to conserve cash. The Company’s condensed consolidated financial statements as of March 31, 2017 have been prepared under the assumption that we will continue as a going concern for the next twelve months. The Company ability to continue as a going concern is dependent upon its ability to generate additional revenue, attain further operating efficiencies, obtain additional equity or debt financing or to reduce expenditures. The Company’s condensed consolidated financial statements as of March 31, 2017 did not include any adjustments that might result from the outcome of this uncertainty. |
Net earnings (loss) per share | N et earnings (loss) per share The Company computes net earnings (loss) per share in accordance with FASB ASC 260, Earnings per share |
Recent accounting pronouncements adopted and not yet adopted | Recently adopted accounting pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016, although early adoption is permitted. The Company adopted this guidance on January 1, 2017 and made an accounting policy election to account for forfeitures as they occur, the impact of which is generally consistent with the Company’s current forfeiture estimate. There is no cumulative-effect adjustment to retained earnings as of the beginning of the period in which this ASU is adopted. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory impact on Recent accounting pronouncements not yet adopted In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue Recognition - Revenue from Contracts with Customers," which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. This standard is effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption o r modified retrospective adoption is permitted. The Company is still in the process of evaluating the impact of this standard, but do not currently In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which among other changes in accounting and disclosure requirements, replaces the cost method of accounting for non-marketable equity securities with a model for recognizing impairments and observable price changes, and also eliminates the available-for-sale classification for marketable equity securities. Under the new guidance, other than when the consolidation or equity method of accounting is utilized, changes in the fair value of equity securities are to be recognized in earnings. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company evaluated this standard and concluded that there will be no impact on its consolidated financial statements. In February 2016, the FASB issued Accounting ASU 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments” to address diversity in practice on certain specific cash flow issues. The ASU will be effective for the Company for the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements and the timing of adoption. In November 2016, the FASB issued ASU 2016-18, Restricted Cash In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. The standard will become effective for the Company beginning January 1, 2020 and must be applied to any annual or interim goodwill impairment assessments after that date. Early adoption is permitted. The Company is currently evaluating the standard, but expect that it will not have a material impact on our consolidated financial statements. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | March 31, December 31, 2017 2016 $ $ Finished goods 4,163,706 3,638,562 Work in progress 10,029 117,642 Raw material 476,514 567,441 Supplies and spare parts 178,311 173,995 Total 4,828,560 4,497,640 |
Property and equipment (Tables)
Property and equipment (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Estimated Useful March 31, December 31, Life 2017 2016 (years) $ $ Land 267,844 265,667 Building 40 88,130,156 87,296,018 Machinery and equipment 5 - 20 36,012,745 35,655,348 Furniture and fixtures 5 - 8 114,811 114,078 Computers, office equipment and peripherals 3 - 7 186,022 184,865 Leasehold improvement 10 330,724 328,035 Construction in-progress 3,349,298 3,324,862 128,391,600 127,168,873 Less: accumulated depreciation (6,748,583 ) (5,540,601 ) Property and equipment, net 121,643,017 121,628,272 |
Intangible assets (Tables)
Intangible assets (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | March 31, December 31, 2017 2016 $ $ License with indefinite-lived 3,106,767 3,106,767 Acquired licenses with definite-lived 3,017,550 3,017,550 Computer software and licenses 386,822 384,972 Less: accumulated amortization (437,186 ) (382,602 ) Intangible assets, net 6,073,953 6,126,687 |
Accounts payable and accrued 28
Accounts payable and accrued liabilities (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: March 31, December 31, 2017 2016 $ $ Trade accounts payable 2,637,070 4,601,835 Accrued payroll and bonus 1,005,611 383,117 Consulting and legal fees 607,480 635,722 Accrued interest 155,841 184,567 Other 216,035 216,733 Total 4,622,037 6,021,974 |
Short-term and Long-term debt (
Short-term and Long-term debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Long-Term Debt | The balance of the outstanding long-term debt is as follows: March 31, December 31, 2017 2016 $ $ Sustainable Chemistry Alliance: Face value (CAD $415,519) 311,764 327,835 Less: debt discount (181,508 ) (180,032 ) Amortization of debt discount 137,587 130,774 Less: short-term portion of debt (75,030 ) (74,420 ) 192,813 204,157 Sustainable Jobs and Investment Fund: Face value (CAD $15,000,000) 11,254,500 11,163,000 Less: debt discount (5,156,110 ) (5,114,190 ) Amortization of debt discount 2,108,317 1,846,954 8,206,707 7,895,764 Federal Economic Development Agency: Face value (CAD $9,000,000) 6,752,700 6,697,800 Less: debt discount (3,195,140 ) (3,169,163 ) Less: short-term portion of debt (112,547 ) (1,786,080 ) Gain on debt extinguishment (1,885,719 ) (601,616 ) Amortization of debt discount 2,413,345 2,313,885 3,972,639 3,454,826 Minister of Agriculture and Agri-Food Canada: Face value (CAD $9,074,074) 6,808,276 6,883,850 Less: debt discount (3,561,017 ) (3,532,065 ) Amortization of debt discount 897,312 836,234 Less: short-term portion of debt (234,768 ) (744,200 ) 3,909,803 3,443,819 EDC: Face value (CAD $15,384,615) 11,543,077 11,449,231 Less: debt discount (2,887,225 ) (2,863,751 ) Amortization of debt discount 1,150,317 1,006,724 Less: short-term portion of debt (2,308,615 ) (2,289,846 ) 7,497,554 7,302,358 BDC: Face value (CAD $10,000,000) 7,503,000 7,442,000 Less: debt issuance cost (371,420 ) (368,403 ) Amortization of debt discount 41,618 25,945 Less: short-term portion of debt (742,797 ) (368,379 ) 6,430,401 6,731,163 Bridging: Face value — 18,605,000 Less: debt issuance cost — (627,069 ) Amortization of debt issuance cost — 58,542 Less: short-term portion of debt — (18,036,473 ) — — Long-term debt, net 30,209,917 29,032,087 |
Principal Repayments of Outstanding Loans Payable | The principal repayments of the outstanding loans payable are as follows: SCA SJIF FEDDEV AAFC EDC BDC Total $ $ $ $ $ $ $ April 2017 - March 2018 75,030 — 112,547 234,768 2,308,615 742,797 3,473,757 April 2018 - March 2019 75,030 2,250,900 450,180 939,073 2,308,615 1,485,594 7,509,392 April 2019 - March 2020 75,030 2,250,900 900,360 939,073 2,308,615 1,485,594 7,959,572 April 2020 - March 2021 86,674 2,250,900 1,350,540 939,073 2,308,615 1,485,594 8,421,396 April 2021 and thereafter — 4,501,800 3,939,073 3,756,289 2,308,617 2,303,421 16,809,200 Total 311,764 11,254,500 6,752,700 6,808,276 11,543,077 7,503,000 44,173,317 |
Financial charges (income), n30
Financial charges (income), net (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Instruments [Abstract] | |
Schedule of Financial Charges or Income Net | Three months ended March 31, 2017 2016 $ $ End of term charge on long-term debt — 129,117 Interest on long-term debt 645,489 490,605 Revaluation of the warrants financial liability (Note 11) (9,824,937 ) 2,834,421 Issuance costs of the warrants financial liability 349,739 — Other interest charge (income), net (48,330 ) (8,197 ) Total financial charges (income), net (8,878,039 ) 3,445,946 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Schedule of Lease Payments | As of March 31, 2017, leases payments for the next nine months of 2017, and on a twelve months basis for the remaining years, are the following: March 31, 2017 $ 2017 132,220 2018 161,614 2019 156,557 2020 168,341 2021 176,758 Thereafter 73,649 |
Schedule of Royalty Payments and Purchase Obligations Commitments | As of March 31, 2017, the royalty payments commitments for the next nine months of 2017, and on a twelve months basis for the remaining years are the following: March 31, 2017 $ 2017 937,500 2018 1,500,000 2019 1,200,000 2020 1,200,000 2021 1,200,000 Thereafter 9,000,000 |
BioAmber Sarnia [Member] | |
Schedule of Royalty Payments and Purchase Obligations Commitments | As of March 31, 2017, purchase obligations commitments for the next nine months of 2017, and on a twelve months basis for the remaining years are the following: March 31, 2017 $ 2017 1,781,473 2018 2,548,352 2019 2,548,352 2020 2,548,352 2021 2,548,352 Thereafter 3,460,758 |
Redeemable non-controlling in32
Redeemable non-controlling interest (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Non-controlling Interest Activity | The following table reflects the activity of the redeemable non-controlling interest: Balance, December 31, 2016 37,515,687 Mitsui’s additional capital contribution — Net loss attributable to redeemable NCI (1,483,642 ) Accumulated other comprehensive income attributable to NCI 314,641 Balance at March 31, 2017 36,346,686 |
Share capital (Tables)
Share capital (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was allocated as follows: Three months ended ended March 31, 2017 2016 $ $ General and administrative 1,743,467 542,032 Research and development 492,157 354,697 Sales and marketing 51,218 53,232 Total compensation expense 2,286,842 949,961 |
Summary of Stock Option Activity | The following table summarizes activity under the Plan: Numbers of options Weighted Average Exercise Price Weighted Average Remaining Contractual Life (Years) Aggregate Intrinsic Value Outstanding, beginning of period 5,599,511 $ 6.73 6.71 3,027,426 Granted 1,294,407 3.55 Forfeited or cancelled (254,008 ) 4.82 Outstanding, end of period 6,639,910 $ 6.19 6.59 516,250 Exercisable, end of period 4,336,273 $ 6.93 5.83 516,250 Per share weighted average grant-date fair value of options granted $ 2.09 |
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The fair value of options granted was determined using the Black-Scholes option pricing model and the following weighted-average assumptions: Three months ended March 31, 2017 2016 Risk-free interest rate 1.73 % 1.64 % Expected life (in years) 4.50 6.25 Volatility 77.16 % 80.29 % Expected dividend yield 0.00 % 0.00 % |
Summary of Warrants and Warrants Financial Liability Outstanding to Acquire Common Shares | As at March 31, 2017, the Company had the following warrants and warrants financial liability outstanding to acquire common shares: Number Exercise price Expiration date 264,961 $ 1.07 May 2017 - September 2019 159,390 $ 1.43 February 1, 2019 219,264 $ 5.47 October 2014 - June 2019 111,434 $ 8.97 April 1, 2021 4,000,000 $ 4.00 May 9, 2017 2,224,199 $ 4.00 April 28, 2017 2,118,422 $ 5.50 January, 2021 9,097,670 |
Related party transactions (Tab
Related party transactions (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions with Related Parties | Transactions with related parties not disclosed elsewhere were as follows: Three Months Ended March 31, 2017 2016 $ $ Product sales to a shareholder 96,262 20,947 Services received by a shareholder 65,813 — |
Summary of significant accoun35
Summary of significant accounting policies - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2017 | Mar. 31, 2016 | Jan. 01, 2017 | Dec. 31, 2016 | |
Organization And Significant Accounting Policies [Line Items] | ||||
Working capital | $ 3,300,000 | |||
Accumulated deficit | 220,662,145 | $ 220,767,978 | ||
Net loss | $ 1,377,809 | $ 12,535,740 | ||
Accounting Standards Update (ASU) 2016-09 [Member] | ||||
Organization And Significant Accounting Policies [Line Items] | ||||
Cumulative-effect adjustment to retained earnings | $ 0 |
Equity and Cost Investments - A
Equity and Cost Investments - Additional Information (Detail) | 3 Months Ended | ||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Feb. 05, 2015USD ($) | Feb. 05, 2015CAD | |
Schedule Of Equity Method Investments [Line Items] | |||||
Net loss | $ 105,833 | $ (10,945,687) | |||
Total assets | 150,731,681 | $ 161,330,465 | |||
Total liabilities | 49,289,428 | 75,323,878 | |||
Cost investment in start-up private company | $ 412,434 | CAD 500,000 | |||
Maximum [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Cost method investment, ownership percentage | 6.60% | 6.60% | |||
Amber Works L L C [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Net loss | 0 | 0 | |||
Total assets | 68,744 | 68,744 | |||
Total liabilities | $ 0 | 0 | |||
Sinoven Biopolymers Inc [Member] | Amber Works L L C [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Net loss | $ 0 | $ 0 | |||
Total assets | $ 34,372 | $ 34,372 | |||
Nature Works LLC [Member] | Amber Works L L C [Member] | |||||
Schedule Of Equity Method Investments [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,163,706 | $ 3,638,562 |
Work in progress | 10,029 | 117,642 |
Raw material | 476,514 | 567,441 |
Supplies and spare parts | 178,311 | 173,995 |
Total | $ 4,828,560 | $ 4,497,640 |
Property and equipment - Schedu
Property and equipment - Schedule of Property and Equipment (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Land | $ 267,844 | $ 265,667 |
Building | 88,130,156 | 87,296,018 |
Machinery and equipment | 36,012,745 | 35,655,348 |
Furniture and fixtures | 114,811 | 114,078 |
Computers, office equipment and peripherals | 186,022 | 184,865 |
Leasehold improvement | 330,724 | 328,035 |
Construction in-progress | 3,349,298 | 3,324,862 |
Property and equipment, gross | 128,391,600 | 127,168,873 |
Less: accumulated depreciation | (6,748,583) | (5,540,601) |
Property and equipment, net | $ 121,643,017 | $ 121,628,272 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 40 years | |
Leasehold improvement [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 10 years | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 5 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 5 years | |
Minimum [Member] | Computers, Office Equipment and Peripherals [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 3 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 20 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 8 years | |
Maximum [Member] | Computers, Office Equipment and Peripherals [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 7 years |
Property and equipment - Additi
Property and equipment - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Property Plant And Equipment [Abstract] | ||
Depreciation expense | $ 1,183,698 | $ 1,100,510 |
Intangible assets - Schedule of
Intangible assets - Schedule of Intangible Assets (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
License with indefinite-lived | $ 3,106,767 | $ 3,106,767 |
Acquired licenses with definite-lived | 3,017,550 | 3,017,550 |
Computer software and licenses | 386,822 | 384,972 |
Less: accumulated amortization | (437,186) | (382,602) |
Intangible assets, net | $ 6,073,953 | $ 6,126,687 |
Intangible assets - Additional
Intangible assets - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
Amortization expense | $ 52,090 | $ 52,941 |
Accounts payable and accrued 42
Accounts payable and accrued liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Trade accounts payable | $ 2,637,070 | $ 4,601,835 |
Accrued payroll and bonus | 1,005,611 | 383,117 |
Consulting and legal fees | 607,480 | 635,722 |
Accrued interest | 155,841 | 184,567 |
Other | 216,035 | 216,733 |
Total | $ 4,622,037 | $ 6,021,974 |
Short-term and Long-term debt -
Short-term and Long-term debt - Sustainable Jobs and Investment Fund (SJIF) - Additional Information (Detail) | 3 Months Ended | |||
Mar. 31, 2017USD ($)JobInstallment | Mar. 31, 2017CAD | Dec. 31, 2016USD ($) | Sep. 30, 2011CAD | |
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 12.00% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 15.00% | |||
Sustainable Jobs and Investment Fund [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan granted under the Contribution agreement | $ 11,254,500 | CAD 15,000,000 | $ 11,163,000 | CAD 15,000,000 |
Period for interest free loan | 5 years | |||
Number of jobs | Job | 31 | |||
Number of annual installments | Installment | 5 | |||
Sustainable Jobs and Investment Fund [Member] | Loans Payable [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 12.00% | |||
Sustainable Jobs and Investment Fund [Member] | Loans Payable [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 15.00% | |||
Sustainable Jobs and Investment Fund [Member] | Condition One [Member] | ||||
Debt Instrument [Line Items] | ||||
Annual rate for interest of loan | 3.98% | 3.98% | ||
Sustainable Jobs and Investment Fund [Member] | Condition Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Annual rate for interest of loan | 5.98% | 5.98% |
Short-term and Long-term debt44
Short-term and Long-term debt - Sustainable Chemistry Alliance (SCA) - Additional Information (Detail) - Sustainable Chemistry Alliance [Member] | 1 Months Ended | 3 Months Ended | |||||
Mar. 31, 2016CAD | Jun. 30, 2014CAD | Nov. 30, 2011CAD | Mar. 31, 2017CAD | Mar. 31, 2017USD ($)Installment | Mar. 31, 2017CADInstallment | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||||
Loan granted under the Contribution agreement | CAD 500,000 | $ 311,764 | CAD 415,519 | $ 327,835 | |||
Annual rate for interest of loan | 5.00% | 5.00% | |||||
Number of quarterly installments | Installment | 20 | 20 | |||||
Quarterly installment amount | CAD 25,000 | ||||||
Starting period of repayment of principal amount | 2015-11 | ||||||
Ending period of repayment of principal amount | 2020-11 | ||||||
Aggregate principle payment of loan outstanding | CAD 67,500,000 | CAD 60,000,000 | CAD 45,000,000 | ||||
Discount rate of debt | 15.00% |
Short-term and Long-term debt45
Short-term and Long-term debt - Federal Economic Development Agency (FEDDEV) - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2017CAD | Sep. 30, 2011CAD | |
Debt Instrument [Line Items] | |||||
Gains (losses) on extinguishment of debt | $ 745,510 | ||||
Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Discount rate of debt | 12.00% | ||||
Maximum [Member] | |||||
Debt Instrument [Line Items] | |||||
Discount rate of debt | 15.00% | ||||
Federal Economic Development Agency [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan granted under the Contribution agreement | $ 6,752,700 | $ 6,752,700 | $ 6,697,800 | CAD 9,000,000 | CAD 12,000,000 |
Starting period of repayment of principal amount | 2013-10 | ||||
Ending period of repayment of principal amount | 2018-10 | ||||
Original repayment term of principal amount in installments | 60 months | ||||
Gains (losses) on extinguishment of debt | $ 1,885,719 | $ 601,616 | |||
Federal Economic Development Agency [Member] | Minimum [Member] | Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Discount rate of debt | 12.00% | ||||
Federal Economic Development Agency [Member] | Maximum [Member] | Loans Payable [Member] | |||||
Debt Instrument [Line Items] | |||||
Discount rate of debt | 15.00% | ||||
Federal Economic Development Agency [Member] | Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Starting period of repayment of principal amount | 2014-10 | ||||
Ending period of repayment of principal amount | 2019-10 | ||||
Federal Economic Development Agency [Member] | Second Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Starting period of repayment of principal amount | 2015-10 | ||||
Ending period of repayment of principal amount | 2020-10 | ||||
Federal Economic Development Agency [Member] | Repayment of Principal from March 2017 until October 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Starting period of repayment of principal amount | 2017-03 | ||||
Ending period of repayment of principal amount | 2020-10 | ||||
Repayment of principal amount | 200,000 | ||||
Repayment of principal frequency payment | monthly | ||||
Federal Economic Development Agency [Member] | Repayment of Principal from January 1, 2017 to March 31, 2018 [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayment of principal amount | 50,000 | ||||
Repayment of principal frequency payment | quarterly | ||||
Starting period of repayment of loan | Jan. 1, 2017 | ||||
Ending period of repayment of loan | Mar. 31, 2018 | ||||
Federal Economic Development Agency [Member] | Repayment of Principal from April 1, 2018 to March 1, 2019 [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayment of principal amount | 50,000 | ||||
Repayment of principal frequency payment | monthly | ||||
Starting period of repayment of loan | Apr. 1, 2018 | ||||
Ending period of repayment of loan | Mar. 1, 2019 | ||||
Federal Economic Development Agency [Member] | Repayment of Principal from April 1, 2019 to March 1, 2020 [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayment of principal amount | 100,000 | ||||
Repayment of principal frequency payment | monthly | ||||
Starting period of repayment of loan | Apr. 1, 2019 | ||||
Ending period of repayment of loan | Mar. 1, 2020 | ||||
Federal Economic Development Agency [Member] | Repayment of Principal from April 1, 2020 to February 1, 2024 [Member] | |||||
Debt Instrument [Line Items] | |||||
Repayment of principal amount | $ 150,000 | ||||
Repayment of principal frequency payment | monthly | ||||
Starting period of repayment of loan | Apr. 1, 2020 | ||||
Ending period of repayment of loan | Feb. 1, 2024 | ||||
Federal Economic Development Agency [Member] | March 2017 Amendments [Member] | |||||
Debt Instrument [Line Items] | |||||
Gains (losses) on extinguishment of debt | $ 1,300,000 |
Short-term and Long-term debt46
Short-term and Long-term debt - Minister of Agriculture and Agri-Food of Canada (AAFC) - Additional Information (Detail) - Minister of Agriculture and Agri Food of Canada [Member] | 3 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2017CAD | Dec. 31, 2016USD ($) | Mar. 10, 2014CAD | |
Debt Instrument [Line Items] | ||||
Loan granted under the Contribution agreement | $ 6,808,276 | CAD 9,074,074 | $ 6,883,850 | CAD 10,000,000 |
Starting period of repayment of loan | Mar. 31, 2016 | |||
Ending period of repayment of loan | Mar. 31, 2026 | |||
Principal repayment Terms | On February 13, 2017, the Company agreed with AAFC to modify the principal repayment to have no principal repayment during the period of January 1, 2017 until January 30, 2018, and then repay in equal monthly payments commencing January 30, 2018 and coming due monthly on that day, such that the loan is fully repaid by March 31, 2025. These covenants were met as of March 31, 2017. | |||
Final Disbursement [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 12.00% |
Short-term and Long-term debt47
Short-term and Long-term debt - Comerica Bank, Export Development Canada and Farm Credit Canada - Additional Information (Detail) - Comerica Bank Export Development Canada and Farm Credit Canada [Member] - Loan Agreement [Member] | Dec. 01, 2016CAD | Nov. 30, 2016CAD | Mar. 31, 2017CADInstallment | Jun. 20, 2014CAD |
Debt Instrument [Line Items] | ||||
Senior secured loan | CAD 20,000,000 | |||
Variable interest rate | 1.00% | |||
Interest spread on variable rate | 5.00% | |||
Repayment terms | The loan’s principal is repayable in 26 equal, quarterly installments beginning on September 30, 2015 | |||
Number of quarterly installments | Installment | 26 | |||
Upfront fee percentage | 2.50% | |||
Deferred financing costs | CAD 500,000 | |||
Commitment fee percentage | 1.00% | |||
Discount rate of debt | 12.00% | |||
Debt Instrument, Increase, Accrued Interest | CAD 6,000,000 | |||
Minimum debt service ratio | 1.75 | |||
Debt instrument covenant minimum cash balance requirement | CAD 2,000,000 | CAD 4,000,000 | ||
Mitsui [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of secured obligations | 30.00% | |||
BioAmber Sarnia [Member] | ||||
Debt Instrument [Line Items] | ||||
Percentage of secured obligations | 70.00% |
Short-term and Long-term debt48
Short-term and Long-term debt - BDC Capital Inc. (BDC) - Additional Information (Detail) - BDC Capital Inc. [Member] | Apr. 20, 2016CAD | Jun. 30, 2019 | Dec. 31, 2017 | Mar. 31, 2017USD ($) | Jul. 22, 2016 |
Debt Instrument [Line Items] | |||||
Debt issuance costs | $ | $ 378,108 | ||||
Maximum debt covenant ratio | 0.85 | ||||
Scenario, Forecast [Member] | |||||
Debt Instrument [Line Items] | |||||
Minimum debt service ratio | 1.50 | 1.10 | |||
BioAmber Sarnia [Member] | |||||
Debt Instrument [Line Items] | |||||
Number of monthly installments | 59 months | ||||
Equal monthly installments repayable from April 15, 2017 until February 15, 2022 | CAD 165,000 | ||||
Starting period of repayment of loan | Apr. 15, 2017 | Apr. 15, 2017 | |||
Ending period of installment repayment of principal amount | Feb. 15, 2022 | Oct. 15, 2017 | |||
Balloon payment payable | CAD 265,000 | ||||
Ending period of repayment of loan | Mar. 15, 2022 | Sep. 15, 2022 | |||
Annual rate for interest of loan | 13.00% | ||||
BioAmber Sarnia [Member] | Plan [Member] | |||||
Debt Instrument [Line Items] | |||||
Secured term loan | CAD 10,000,000 | ||||
BioAmber Sarnia [Member] | Second Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Annual rate for interest of loan | 14.90% |
Short-term and Long-term debt49
Short-term and Long-term debt - Bridging Finance Inc. (Bridging) - Additional Information (Detail) | Jan. 27, 2017CAD | Sep. 09, 2016CAD | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||
Gains (losses) on extinguishment of debt | $ | $ 745,510 | ||
Bridging Finance Inc. Member] | |||
Debt Instrument [Line Items] | |||
Line of credit facility, initiation date | Sep. 9, 2016 | ||
Line of credit facility, maximum borrowing capacity | CAD | CAD 25,000,000 | ||
Line of credit facility financing fee percentage | 1.50% | ||
Line of credit facility, expiration date | Sep. 30, 2017 | ||
Period of repayment of term loan | 15 days | ||
Debt instrument, debt default, description of violation or event of default | to (i) the right of Bridging to demand the payment of the loan at any time (subject to a grace period of 15 days) or (ii) the occurrence of an event of default, the principal of the loan will be reimbursable in one lump-sum payment at its maturity date. | ||
Line of credit facility, stated interest rate for event of default | 21.00% | ||
Credit facility prepayment description | After April 1, 2017, the Company may prepay a portion or all of the Facility outstanding at any time, (i) without any fee or penalty upon at least 90 days prior written notice to the Lender, or (ii) with a prepayment penalty of up to 90 days of interest if the Company provides the lender with a prepayment notice of less than 90 days. | ||
Period of prior written notice | 90 days | ||
Period for which interest will paid in case prepayment notice not served | 90 days | ||
Reimbursement of debt | CAD | CAD 25,000,000 | ||
Gains (losses) on extinguishment of debt | $ | $ (528,206) | ||
Bridging Finance Inc. Member] | Prime Rate [Member] | |||
Debt Instrument [Line Items] | |||
Debt instrument, marginal interest rate | 10.80% |
Short-term and Long-term debt50
Short-term and Long-term debt - Schedule of Outstanding Long Term Debt (Detail) | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($) | Mar. 31, 2017CAD | Mar. 10, 2014CAD | Nov. 30, 2011CAD | Sep. 30, 2011CAD | |
Debt Instrument [Line Items] | |||||||
Gain on debt extinguishment | $ (745,510) | ||||||
End of term charge | $ 129,117 | ||||||
Less: short-term portion of debt | (3,473,757) | $ (23,299,398) | |||||
Long-term debt, net | 30,209,917 | 29,032,087 | |||||
Sustainable Chemistry Alliance [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face value | 311,764 | 327,835 | CAD 415,519 | CAD 500,000 | |||
Less: debt discount | (181,508) | (180,032) | |||||
Amortization of debt discount | 137,587 | 130,774 | |||||
Less: short-term portion of debt | (75,030) | (74,420) | |||||
Long-term debt, net | 192,813 | 204,157 | |||||
Sustainable Jobs and Investment Fund [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face value | 11,254,500 | 11,163,000 | 15,000,000 | CAD 15,000,000 | |||
Less: debt discount | (5,156,110) | (5,114,190) | |||||
Amortization of debt discount | 2,108,317 | 1,846,954 | |||||
Long-term debt, net | 8,206,707 | 7,895,764 | |||||
Federal Economic Development Agency [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face value | 6,752,700 | 6,697,800 | 9,000,000 | CAD 12,000,000 | |||
Less: debt discount | (3,195,140) | (3,169,163) | |||||
Gain on debt extinguishment | (1,885,719) | (601,616) | |||||
Amortization of debt discount | 2,413,345 | 2,313,885 | |||||
Less: short-term portion of debt | (112,547) | (1,786,080) | |||||
Long-term debt, net | 3,972,639 | 3,454,826 | |||||
Minister of Agriculture and Agri Food of Canada [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face value | 6,808,276 | 6,883,850 | 9,074,074 | CAD 10,000,000 | |||
Less: debt discount | (3,561,017) | (3,532,065) | |||||
Amortization of debt discount | 897,312 | 836,234 | |||||
Less: short-term portion of debt | (234,768) | (744,200) | |||||
Long-term debt, net | 3,909,803 | 3,443,819 | |||||
Bridging [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face value | 18,605,000 | ||||||
Less: debt discount | (627,069) | ||||||
Gain on debt extinguishment | 528,206 | ||||||
Amortization of debt discount | 58,542 | ||||||
Less: short-term portion of debt | (18,036,473) | ||||||
BDC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face value | 7,503,000 | 7,442,000 | 10,000,000 | ||||
Less: debt discount | (371,420) | (368,403) | |||||
Amortization of debt discount | 41,618 | 25,945 | |||||
Less: short-term portion of debt | (742,797) | (368,379) | |||||
Long-term debt, net | 6,430,401 | 6,731,163 | |||||
EDC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Face value | 11,543,077 | 11,449,231 | CAD 15,384,615 | ||||
Less: debt discount | (2,887,225) | (2,863,751) | |||||
Amortization of debt discount | 1,150,317 | 1,006,724 | |||||
Less: short-term portion of debt | (2,308,615) | (2,289,846) | |||||
Long-term debt, net | $ 7,497,554 | $ 7,302,358 |
Short-term and Long-term debt51
Short-term and Long-term debt - Schedule of Outstanding Long-term Debt (Parenthetical) (Detail) | Mar. 31, 2017USD ($) | Mar. 31, 2017CAD | Dec. 31, 2016USD ($) | Mar. 10, 2014CAD | Nov. 30, 2011CAD | Sep. 30, 2011CAD |
Sustainable Chemistry Alliance [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | $ 311,764 | CAD 415,519 | $ 327,835 | CAD 500,000 | ||
Sustainable Jobs and Investment Fund [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 11,254,500 | 15,000,000 | 11,163,000 | CAD 15,000,000 | ||
Federal Economic Development Agency [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 6,752,700 | 9,000,000 | 6,697,800 | CAD 12,000,000 | ||
Minister of Agriculture and Agri Food of Canada [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 6,808,276 | 9,074,074 | 6,883,850 | CAD 10,000,000 | ||
EDC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 11,543,077 | 15,384,615 | 11,449,231 | |||
BDC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | $ 7,503,000 | CAD 10,000,000 | $ 7,442,000 |
Short-term and Long-term debt52
Short-term and Long-term debt - Principal Repayments of Outstanding Loans Payable (Detail) | Mar. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
April 2017 - March 2018 | $ 3,473,757 |
April 2018 - March 2019 | 7,509,392 |
April 2019 - March 2020 | 7,959,572 |
April 2020 - March 2021 | 8,421,396 |
April 2021 and thereafter | 16,809,200 |
Total | 44,173,317 |
Sustainable Chemistry Alliance [Member] | |
Debt Instrument [Line Items] | |
April 2017 - March 2018 | 75,030 |
April 2018 - March 2019 | 75,030 |
April 2019 - March 2020 | 75,030 |
April 2020 - March 2021 | 86,674 |
Total | 311,764 |
Sustainable Jobs and Investment Fund [Member] | |
Debt Instrument [Line Items] | |
April 2018 - March 2019 | 2,250,900 |
April 2019 - March 2020 | 2,250,900 |
April 2020 - March 2021 | 2,250,900 |
April 2021 and thereafter | 4,501,800 |
Total | 11,254,500 |
Federal Economic Development Agency [Member] | |
Debt Instrument [Line Items] | |
April 2017 - March 2018 | 112,547 |
April 2018 - March 2019 | 450,180 |
April 2019 - March 2020 | 900,360 |
April 2020 - March 2021 | 1,350,540 |
April 2021 and thereafter | 3,939,073 |
Total | 6,752,700 |
Minister of Agriculture and Agri Food of Canada [Member] | |
Debt Instrument [Line Items] | |
April 2017 - March 2018 | 234,768 |
April 2018 - March 2019 | 939,073 |
April 2019 - March 2020 | 939,073 |
April 2020 - March 2021 | 939,073 |
April 2021 and thereafter | 3,756,289 |
Total | 6,808,276 |
EDC [Member] | |
Debt Instrument [Line Items] | |
April 2017 - March 2018 | 2,308,615 |
April 2018 - March 2019 | 2,308,615 |
April 2019 - March 2020 | 2,308,615 |
April 2020 - March 2021 | 2,308,615 |
April 2021 and thereafter | 2,308,617 |
Total | 11,543,077 |
BDC [Member] | |
Debt Instrument [Line Items] | |
April 2017 - March 2018 | 742,797 |
April 2018 - March 2019 | 1,485,594 |
April 2019 - March 2020 | 1,485,594 |
April 2020 - March 2021 | 1,485,594 |
April 2021 and thereafter | 2,303,421 |
Total | $ 7,503,000 |
Financial charges (income), n53
Financial charges (income), net - Schedule of Financial Charges or Income Net (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Debt Disclosure [Abstract] | ||
End of term charge on long-term debt | $ 129,117 | |
Interest on long-term debt | $ 645,489 | 490,605 |
Revaluation of the warrants financial liability (Note 11) | (9,824,937) | 2,834,421 |
Issuance costs of the warrants financial liability | 349,739 | |
Other interest charge (income), net | (48,330) | (8,197) |
Total financial charges (income), net | $ (8,878,039) | $ 3,445,946 |
Commitments and contingencies -
Commitments and contingencies - Schedule of Leases Payments (Detail) | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 132,220 |
2,018 | 161,614 |
2,019 | 156,557 |
2,020 | 168,341 |
2,021 | 176,758 |
Thereafter | $ 73,649 |
Commitments and contingencies55
Commitments and contingencies - Schedule of Royalty Payments (Detail) | Mar. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,017 | $ 937,500 |
2,018 | 1,500,000 |
2,019 | 1,200,000 |
2,020 | 1,200,000 |
2,021 | 1,200,000 |
Thereafter | $ 9,000,000 |
Commitments and contingencies56
Commitments and contingencies - Additional Information (Detail) | 3 Months Ended | ||
Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Mar. 31, 2017CAD | |
Commitments And Contingencies [Line Items] | |||
Royalty Expense | $ 20,031 | $ 51,039 | |
BioAmber Sarnia [Member] | |||
Commitments And Contingencies [Line Items] | |||
Payments related to agreements | $ 562,364 | CAD 750,000 |
Commitments and contingencies57
Commitments and contingencies - Schedule of Purchase Obligations Commitments (Detail) - BioAmber Sarnia [Member] | Mar. 31, 2017USD ($) |
Commitments And Contingencies [Line Items] | |
2,017 | $ 1,781,473 |
2,018 | 2,548,352 |
2,019 | 2,548,352 |
2,020 | 2,548,352 |
2,021 | 2,548,352 |
Thereafter | $ 3,460,758 |
Redeemable non-controlling in58
Redeemable non-controlling interest - Additional Information (Detail) CAD in Millions, $ in Millions | Mar. 31, 2017CAD | Feb. 15, 2016USD ($)Director | Feb. 15, 2016CADDirector | Jan. 29, 2014USD ($) | Jan. 29, 2014CAD | Mar. 31, 2017USD ($) | Dec. 31, 2015USD ($)Director | Dec. 31, 2015CADDirector | Jan. 24, 2014 |
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Amended joint venture agreement date | Jan. 24, 2014 | ||||||||
Put option expiration date | Dec. 31, 2018 | ||||||||
Estimated redeemable non-controlling interest redemption value | $ | $ 27.1 | ||||||||
Mitsui [Member] | BioAmber Sarnia [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Equity contribution by joint venture partner | CAD 8 | $ 8.1 | CAD 9 | $ 8.9 | CAD 11.1 | ||||
Percentage of ownership maintained | 50.00% | ||||||||
Non-controlling interest ownership percentage in joint venture by affiliate | 39.00% | ||||||||
Mitsui [Member] | BioAmber Sarnia [Member] | Second Amended JV Agreement [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Equity contribution by joint venture partner | $ 17.7 | CAD 25 | |||||||
Non-controlling interest ownership percentage in joint venture by affiliate | 40.80% | 40.80% | |||||||
Size of board of directors | 6 | 6 | 5 | 5 | |||||
Right to designate board of directors, number | 3 | 3 | |||||||
Mitsui [Member] | BioAmber Sarnia [Member] | Minimum [Member] | Second Amended JV Agreement [Member] | |||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||
Non-controlling interest ownership percentage in joint venture by affiliate increase in future | 45.00% | 45.00% |
Redeemable non-controlling in59
Redeemable non-controlling interest - Schedule of Redeemable Non-controlling Interest Activity (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Statement Of Stockholders Equity [Abstract] | ||
Beginning balance | $ 37,515,687 | |
Net loss attributable to redeemable NCI | (1,483,642) | $ (1,590,053) |
Accumulated other comprehensive income attributable to NCI | 314,641 | |
Ending balance | $ 36,346,686 |
Share capital - Secondary Publi
Share capital - Secondary Public Offerings - Additional Information (Detail) - USD ($) | Jan. 27, 2017 | Dec. 29, 2016 | Jan. 21, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Schedule Of Capitalization Equity [Line Items] | |||||
Gross aggregate proceeds | $ 13,817,712 | ||||
Net proceeds from issuance of common shares | $ 18,913,791 | $ 11,859,175 | |||
2017 Warrants [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares, shares | 2,118,422 | ||||
Exercise price of common stock | $ 5.50 | ||||
Common stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares, shares | 4,236,844 | ||||
Gross aggregate proceeds | $ 42,368 | ||||
Follow-on Public Offerings [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares, shares | 1,748,750 | 2,600,000 | |||
Price per share issued | $ 4.75 | $ 4 | $ 5 | ||
Gross aggregate proceeds | $ 13,000,000 | ||||
Net proceeds from IPO, after deducting underwriting discounts and estimated expenses | $ 11,900,000 | ||||
Warrant issue price | $ 8,896,796 | ||||
Net proceeds from issuance of common shares | $ 18,600,000 | ||||
Follow-on Public Offerings [Member] | 2017 Warrants [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Number of aggregate common stock warrants | 0.5 | ||||
Net proceeds from warrant exercises | $ 0 | ||||
Follow-on Public Offerings [Member] | 30-Day Option Warrant [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Option to purchase common stock period | 30 days | ||||
Follow-on Public Offerings [Member] | 30-Day Option Warrant [Member] | Maximum [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares, shares | 552,632 | ||||
Follow-on Public Offerings [Member] | Common stock | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares, shares | 3,684,212 | ||||
Follow-on Public Offerings [Member] | Warrants | 2017 Warrants [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Exercise price of common stock | $ 5.50 | ||||
Follow-on Public Offerings [Member] | Warrants | 2017 Warrants [Member] | Maximum [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares, shares | 1,842,106 | ||||
Follow-on Public Offerings [Member] | Warrants | 30-Day Option Warrant [Member] | |||||
Schedule Of Capitalization Equity [Line Items] | |||||
Issuance of shares, shares | 276,316 |
Share capital - Warrants Financ
Share capital - Warrants Financial Liability and Warrants - Additional Information (Detail) - USD ($) | Jan. 27, 2017 | Dec. 31, 2016 | Dec. 29, 2016 | Jan. 31, 2016 | Apr. 11, 2011 | Jun. 22, 2009 | May 31, 2015 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Warrants issued | 94,745 | 208,950 | |||||||||
Warrants issued, exercise price per share | $ 10.55 | $ 5.74 | |||||||||
Warrants, fair value | $ 810,448 | $ 1,045,307 | |||||||||
Additional warrants exercise price | $ 10.11 | ||||||||||
Additional number of warrants issued | 4,124 | ||||||||||
Financial (income) charge related to warrants fair value adjustments | $ (9,824,937) | $ 2,834,421 | |||||||||
Net proceeds from issuance of common shares | 18,913,791 | $ 11,859,175 | |||||||||
Issuance costs of the warrants financial liability | $ 349,739 | ||||||||||
June 2009 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Additional warrants exercise price | $ 5.67 | $ 5.74 | |||||||||
Exercise price of common stock | $ 5.47 | 5.67 | $ 5.47 | ||||||||
Fair value of warrants | 2.16 | $ 0.36 | 2.16 | ||||||||
April 2011 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | 9.65 | ||||||||||
Fair value of warrants | 2.38 | $ 0.55 | 2.38 | ||||||||
Class of Warrant One [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Additional warrants exercise price | $ 8.97 | $ 9.65 | |||||||||
Additional number of warrants issued | 7,852 | 4,713 | |||||||||
Additional number of warrants exercised | 0 | 0 | |||||||||
Class of Warrant Two [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Additional warrants exercise price | $ 5.47 | $ 5.67 | |||||||||
Additional number of warrants issued | 7,734 | 2,580 | |||||||||
2011 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Additional warrants exercise price | $ 9.65 | ||||||||||
Exercise price of common stock | $ 8.97 | $ 8.97 | |||||||||
June 2009 and April 2011 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Fair value of warrants issued | $ 140,425 | $ 739,546 | |||||||||
Financial (income) charge related to warrants fair value adjustments | $ (599,121) | $ (430,250) | |||||||||
IPO Warrant [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | $ 5 | $ 11 | $ 4 | $ 9 | |||||||
Fair value of warrants | $ 2.02 | ||||||||||
Fair value of warrants issued | $ 320,000 | $ 5,600,000 | |||||||||
Financial (income) charge related to warrants fair value adjustments | $ (5,280,000) | $ 3,264,000 | |||||||||
Closing value of per warrant | $ 0.70 | $ 0.04 | $ 0.70 | ||||||||
Special Warrant [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | $ 4 | ||||||||||
Number of aggregate common stock warrants | 2,224,199 | ||||||||||
Warrants offering per share of common stock | $ 3.80 | ||||||||||
Placement agent fee | 5.00% | ||||||||||
Net proceeds from issuance of common shares | $ 8,896,796 | ||||||||||
Days of warrant lasts | 120 days | ||||||||||
2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Warrants issued | 2,118,422 | ||||||||||
Exercise price of common stock | $ 5.50 | ||||||||||
Fair value of warrants | $ 2.41 | $ 0.54 | |||||||||
Financial (income) charge related to warrants fair value adjustments | $ 3,945,816 | ||||||||||
Issuance of shares, shares | 2,118,422 | ||||||||||
Warrant expiration term | 4 years | ||||||||||
Issuance costs of the warrants financial liability | $ 349,739 |
Share capital - Summary of Stoc
Share capital - Summary of Stock-Based Compensation Expense (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,286,842 | $ 949,961 |
General and administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 1,743,467 | 542,032 |
Research and development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 492,157 | 354,697 |
Sales and marketing [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 51,218 | $ 53,232 |
Share capital - Summary of Opti
Share capital - Summary of Options Activity (Detail) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of options, Outstanding, beginning of period | 5,599,511 | |
Number of options, Granted | 1,294,407 | |
Number of options, Forfeited or cancelled | (254,008) | |
Number of options, Outstanding, end of period | 6,639,910 | 5,599,511 |
Number of options, Exercisable, end of period | 4,336,273 | |
Weighted Average Exercise price, Outstanding, beginning of period | $ 6.73 | |
Weighted Average Exercise price, Granted | 3.55 | |
Weighted Average Exercise price, Forfeited or cancelled | 4.82 | |
Weighted Average Exercise price, Outstanding, end of period | 6.19 | $ 6.73 |
Weighted Average Exercise price, Exercisable, end of period | $ 6.93 | |
Weighted Average Remaining Contractual life (Years), Outstanding | 6 years 7 months 2 days | 6 years 8 months 16 days |
Weighted Average Remaining Contractual life (Years), Exercisable | 5 years 9 months 29 days | |
Aggregate Intrinsic Value, Outstanding | $ 516,250 | $ 3,027,426 |
Aggregate Intrinsic Value, Exercisable | $ 516,250 | |
Per share weighted average grant-date fair value of options granted | $ 2.09 |
Share capital - Schedule of Ass
Share capital - Schedule of Assumptions Using Black-Scholes Option Pricing Model (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Equity [Abstract] | ||
Risk-free interest rate | 1.73% | 1.64% |
Expected life (in years) | 4 years 6 months | 6 years 3 months |
Volatility | 77.16% | 80.29% |
Expected dividend yield | 0.00% | 0.00% |
Share capital - Summary of Warr
Share capital - Summary of Warrants and Warrants Financial Liability Outstanding to Acquire Common Shares (Detail) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Class Of Warrant Or Right [Line Items] | |
Number | 9,097,670 |
$1.07 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 264,961 |
Exercise price | $ / shares | $ 1.07 |
$1.07 [Member] | Minimum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | May 31, 2017 |
$1.07 [Member] | Maximum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | Sep. 30, 2019 |
$1.43 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 159,390 |
Exercise price | $ / shares | $ 1.43 |
Expiration date | Feb. 1, 2019 |
$5.47 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 219,264 |
Exercise price | $ / shares | $ 5.47 |
$5.47 [Member] | Minimum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | Oct. 31, 2014 |
$5.47 [Member] | Maximum [Member] | |
Class Of Warrant Or Right [Line Items] | |
Expiration date | Jun. 30, 2019 |
$8.97 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 111,434 |
Exercise price | $ / shares | $ 8.97 |
Expiration date | Apr. 1, 2021 |
$4.00 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 4,000,000 |
Exercise price | $ / shares | $ 4 |
Expiration date | May 9, 2017 |
$4.00 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 2,224,199 |
Exercise price | $ / shares | $ 4 |
Expiration date | Apr. 28, 2017 |
$5.50 [Member] | |
Class Of Warrant Or Right [Line Items] | |
Number | 2,118,422 |
Exercise price | $ / shares | $ 5.50 |
Expiration date | Jan. 31, 2021 |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | ||
Open tax years, starts | Dec. 31, 2012 | |
Open tax years, ends | Dec. 31, 2016 | |
Effective income tax rates | 0.88% | (0.05%) |
U.S. combined federal and state income tax rate | 35.00% | |
Earliest Year [Member] | ||
Income Taxes [Line Items] | ||
Year subject to possible income tax examinations | 2,012 | |
Latest Year [Member] | ||
Income Taxes [Line Items] | ||
Year subject to possible income tax examinations | 2,017 |
Financial instruments - Additio
Financial instruments - Additional Information (Detail) - EDC [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Financial Instruments Owned And Pledged As Collateral [Line Items] | |
Debt covenant, unrestricted cash balance requirement | $ 5.3 |
Canadian Prime Rate [Member] | |
Financial Instruments Owned And Pledged As Collateral [Line Items] | |
Floating interest rate | 5.00% |
Fair value of financial asset68
Fair value of financial assets and liabilities - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2017 | |
Minimum [Member] | |
Fair Value Disclosures [Abstract] | |
Discount rate for interest free loans | 12.00% |
Maximum [Member] | |
Fair Value Disclosures [Abstract] | |
Discount rate for interest free loans | 15.00% |
Related party transactions - Sc
Related party transactions - Schedule of Transactions with Related Parties (Detail) - Majority Shareholder [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Related Party Transaction [Line Items] | ||
Product sales to a shareholder | $ 96,262 | $ 20,947 |
Services received by a shareholder | $ 65,813 |
Subsequent event - Additional I
Subsequent event - Additional Information (Detail) - shares | 3 Months Ended | ||
Mar. 31, 2017 | Apr. 28, 2017 | Dec. 29, 2016 | |
Special Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Common shares issued upon exercise of warrants | 2,224,199 | ||
Special Warrant [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Common shares issued upon exercise of warrants | 2,224,199 | ||
IPO Warrant [Member] | |||
Subsequent Event [Line Items] | |||
Warrants expiration date | May 9, 2017 |