Cover Page
Cover Page | 9 Months Ended |
Sep. 30, 2022 | |
Document Information [Line Items] | |
Document Type | S-4 |
Amendment Flag | false |
Entity Registrant Name | Calyxt, Inc. |
Entity Central Index Key | 0001705843 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | false |
Entity Emerging Growth Company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | |||
Cash and cash equivalents | $ 7,031 | $ 13,823 | $ 17,299 |
Short-term investments | 0 | 11,698 | |
Restricted cash | 174 | 499 | 393 |
Accounts receivable | 0 | 4,887 | |
Inventory | 0 | 1,383 | |
Prepaid expenses and other current assets | 739 | 859 | 3,930 |
Total current assets | 7,944 | 15,181 | 39,590 |
Non-current restricted cash | 0 | 99 | 597 |
Land, buildings, and equipment | 4,859 | 21,731 | 22,860 |
Operating lease right-of-use assets | 13,736 | 0 | |
Other non-current assets | 163 | 183 | 280 |
Total assets | 26,702 | 37,194 | 63,327 |
Current liabilities: | |||
Accounts payable | 435 | 1,260 | 929 |
Accrued expenses | 380 | 339 | 2,891 |
Accrued compensation | 2,356 | 2,522 | 1,950 |
Due to related parties | 138 | 172 | 766 |
Current portion of financing lease obligations | 120 | 370 | 364 |
Common stock warrants | 402 | 0 | |
Other current liabilities | 397 | 191 | 45 |
Total current liabilities | 4,228 | 4,854 | 6,945 |
Financing lease obligations | 0 | 17,506 | 17,876 |
Operating lease obligations | 13,550 | 0 | |
Long-term debt | 0 | 1,518 | |
Other non-current liabilities | 80 | 702 | 113 |
Total liabilities | 17,858 | 23,062 | 26,452 |
Stockholders' equity: | |||
Common stock value | 5 | 4 | 4 |
Additional paid-in capital | 219,196 | 211,263 | 204,807 |
Common stock in treasury | (1,043) | (1,043) | (1,043) |
Accumulated deficit | (209,314) | (196,092) | (166,893) |
Total stockholders' equity | 8,844 | 14,132 | 36,875 |
Total liabilities and stockholders' equity | $ 26,702 | $ 37,194 | $ 63,327 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 | 275,000,000 |
Common stock, shares issued | 46,909,420 | 38,874,146 | 37,165,196 |
Common stock, shares outstanding | 46,809,268 | 38,773,994 | 37,065,044 |
Treasury stock, shares | 100,152 | 100,152 | 100,152 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Income Statement [Abstract] | |||||||
Revenue | $ 42 | $ 7,762 | $ 115 | $ 24,044 | $ 25,987 | $ 23,851 | $ 7,296 |
Costs of goods sold | 0 | 8,281 | 0 | 26,553 | 28,557 | 35,127 | 9,280 |
Gross profit | 42 | (519) | 115 | (2,509) | (2,570) | (11,276) | (1,984) |
Operating expenses: | |||||||
Research and development | 3,016 | 2,579 | 9,207 | 8,473 | 11,335 | 11,082 | 12,213 |
Selling, general, and administrative | 3,229 | 3,859 | 9,965 | 11,640 | 15,382 | 20,537 | 24,138 |
Management fees | 45 | 252 | 1,338 | ||||
Restructuring costs | 0 | 685 | 0 | ||||
Total operating expenses | 6,245 | 6,438 | 19,172 | 20,113 | 26,762 | 32,556 | 37,689 |
Loss from operations | (6,203) | (6,957) | (19,057) | (22,622) | (29,332) | (43,832) | |
Gain upon extinguishment of Payroll Protection Program Loan | 0 | 0 | 0 | 1,528 | 1,528 | 0 | (39,673) |
Interest, net | (47) | (356) | (80) | (1,059) | (1,414) | (878) | 110 |
Non-operating income (expenses) | 300 | 6 | 5,083 | 11 | 19 | (126) | (49) |
Loss before income taxes | (5,950) | (7,307) | (14,054) | (22,142) | (29,199) | (44,836) | (39,612) |
Income taxes | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
Net loss | $ (5,950) | $ (7,307) | $ (14,054) | $ (22,142) | $ (29,199) | $ (44,836) | $ (39,612) |
Earnings Per Share, Basic | $ (0.13) | $ (0.2) | $ (0.31) | $ (0.6) | $ (0.78) | $ (1.32) | $ (1.21) |
Earnings Per Share, Diluted | $ (0.13) | $ (0.2) | $ (0.31) | $ (0.6) | $ (0.78) | $ (1.32) | $ (1.21) |
Weighted Average Number of Shares Outstanding, Basic | 46,784,445 | 37,279,703 | 45,173,455 | 37,205,655 | 37,475,763 | 33,882,406 | 32,805,684 |
Weighted Average Number of Shares Outstanding, Diluted | 46,784,445 | 37,279,703 | 45,173,455 | 37,205,655 | 37,475,763 | 33,882,406 | 32,805,684 |
Anti-dilutive stock options, restricted stock units, performance stock units, and common stock warrants | 15,997,260 | 5,966,488 | 15,997,260 | 5,966,488 | 6,001,405 | 5,522,418 | 5,606,552 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | ATM Facility Member | Share-based Payment Arrangement [Member] | IPO [Member] | Common Stock [Member] | Common Stock [Member] IPO [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] ATM Facility Member | Additional Paid-In Capital [Member] Share-based Payment Arrangement [Member] | Additional Paid-In Capital [Member] IPO [Member] | Shares in Treasury [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2018 | $ 93,397 | $ 3 | $ 176,069 | $ (230) | $ (82,445) | $ 0 | |||||||
Beginning balance, shares at Dec. 31, 2018 | 32,648,893 | ||||||||||||
Net loss | (39,612) | (39,612) | |||||||||||
Stock-based compensation | 9,175 | 9,175 | |||||||||||
Issuance of common stock from stock-based compensation awards,shares | 369,260 | ||||||||||||
Issuance of common stock from stock-based compensation awards | 344 | 344 | |||||||||||
Shares withheld for net share settlement | (813) | (813) | |||||||||||
Shares withheld for net share settlement, shares | (66,824) | ||||||||||||
Other comprehensive income (loss) | 17 | 17 | |||||||||||
Ending balance at Dec. 31, 2019 | 62,508 | $ 3 | 185,588 | (1,043) | (122,057) | 17 | |||||||
Ending balance, shares at Dec. 31, 2019 | 32,951,329 | ||||||||||||
Net loss | (44,836) | (44,836) | |||||||||||
Stock-based compensation | 4,971 | 4,971 | |||||||||||
Issuance of common stock from stock-based compensation awards,shares | 381,507 | ||||||||||||
Issuance of common stock from stock-based compensation awards | 212 | 212 | |||||||||||
Issuance of common stock | 14,037 | $ 1 | 14,036 | ||||||||||
Issuance of common stock, shares | 3,750,000 | ||||||||||||
Shares withheld for net share settlement, shares | (17,792) | ||||||||||||
Other comprehensive income (loss) | (17) | (17) | |||||||||||
Ending balance at Dec. 31, 2020 | 36,875 | $ 4 | 204,807 | (1,043) | (166,893) | 0 | |||||||
Ending balance, shares at Dec. 31, 2020 | 37,065,044 | ||||||||||||
Net loss | (22,142) | (22,142) | |||||||||||
Stock-based compensation | 865 | 865 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, shares | 236,680 | ||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, amount | $ 227 | $ 227 | |||||||||||
Ending balance at Sep. 30, 2021 | 15,825 | $ 4 | 205,899 | (1,043) | (189,035) | ||||||||
Ending balance, shares at Sep. 30, 2021 | 37,301,724 | ||||||||||||
Beginning balance at Dec. 31, 2020 | 36,875 | $ 4 | 204,807 | (1,043) | (166,893) | $ 0 | |||||||
Beginning balance, shares at Dec. 31, 2020 | 37,065,044 | ||||||||||||
Net loss | (29,199) | (29,199) | |||||||||||
Stock-based compensation | 2,090 | 2,090 | |||||||||||
Issuance of common stock from stock-based compensation awards,shares | 270,303 | ||||||||||||
Issuance of common stock from stock-based compensation awards | 227 | 227 | |||||||||||
Issuance of common stock | 4,139 | 4,139 | |||||||||||
Issuance of common stock, shares | 1,438,647 | ||||||||||||
Ending balance at Dec. 31, 2021 | 14,132 | $ 4 | 211,263 | (1,043) | (196,092) | ||||||||
Ending balance, shares at Dec. 31, 2021 | 38,773,994 | ||||||||||||
Beginning balance at Jun. 30, 2021 | 21,896 | $ 4 | 204,663 | (1,043) | (181,728) | ||||||||
Beginning balance, shares at Jun. 30, 2021 | 37,205,473 | ||||||||||||
Net loss | (7,307) | (7,307) | |||||||||||
Stock-based compensation | 1,236 | 1,236 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, shares | 96,251 | ||||||||||||
Ending balance at Sep. 30, 2021 | 15,825 | $ 4 | 205,899 | (1,043) | (189,035) | ||||||||
Ending balance, shares at Sep. 30, 2021 | 37,301,724 | ||||||||||||
Beginning balance at Dec. 31, 2021 | 14,132 | $ 4 | 211,263 | (1,043) | (196,092) | ||||||||
Beginning balance, shares at Dec. 31, 2021 | 38,773,994 | ||||||||||||
Net loss | (14,054) | (14,054) | |||||||||||
Stock-based compensation | 2,890 | 2,890 | |||||||||||
Issuance of common stock | $ (7) | $ 5,051 | $ 1 | $ (7) | $ 5,050 | ||||||||
Issuance of common stock, shares | 3,880,000 | ||||||||||||
Issuance of common stock upon exercise of pre-funded warrants, shares | 3,880,000 | ||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, shares | 275,274 | ||||||||||||
Cumulative Effect Of Adoption Of Lease Accounting Standard | 832 | 832 | |||||||||||
Ending balance at Sep. 30, 2022 | 8,844 | $ 5 | 219,196 | (1,043) | (209,314) | ||||||||
Ending balance, shares at Sep. 30, 2022 | 46,809,268 | ||||||||||||
Beginning balance at Jun. 30, 2022 | 13,759 | $ 5 | 218,161 | (1,043) | (203,364) | ||||||||
Beginning balance, shares at Jun. 30, 2022 | 46,715,542 | ||||||||||||
Net loss | (5,950) | (5,950) | |||||||||||
Stock-based compensation | 1,035 | 1,035 | |||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, shares | 93,726 | ||||||||||||
Ending balance at Sep. 30, 2022 | $ 8,844 | $ 5 | $ 219,196 | $ (1,043) | $ (209,314) | ||||||||
Ending balance, shares at Sep. 30, 2022 | 46,809,268 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ATM Facility Member | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 0.5 | ||
Follow-on Public Offering [Member] | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 0.5 | $ 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | |||||
Net loss | $ (14,054) | $ (22,142) | $ (29,199) | $ (44,836) | $ (39,612) |
Adjustments to reconcile net loss to net cash used by operating activities: | |||||
Gain upon extinguishment of Payroll Protection Program Loan | 0 | (1,528) | (1,528) | 0 | 39,673 |
Depreciation and amortization | 1,158 | 1,776 | 2,338 | 1,869 | 1,607 |
Stock-based compensation | 2,890 | 865 | 2,090 | 4,971 | 9,175 |
Unrealized (gain) loss on mark-to-market of common stock warrants | (5,009) | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | 4,681 | 4,887 | (3,765) | (1,122) | |
Due to/from related parties | (34) | (617) | (594) | (211) | (882) |
Inventory | (291) | 1,383 | 1,211 | (2,594) | |
Prepaid expenses and other current assets | 297 | 2,873 | 3,331 | (3,122) | 493 |
Accounts payable | (188) | 108 | (360) | (148) | 259 |
Accrued expenses | 41 | (1,742) | (2,542) | 347 | 537 |
Accrued compensation | (166) | 334 | 572 | (231) | 876 |
Other | (536) | 1,029 | 811 | 243 | (688) |
Net cash used by operating activities | (15,601) | (14,654) | (18,811) | (43,672) | (31,951) |
Investing activities | |||||
Sales and (purchases) of short-term investments, net | 11,698 | (11,698) | 0 | ||
Proceeds from sales of short-term investments | 11,698 | ||||
Purchases of land, buildings, and equipment | (1,509) | (376) | (497) | (1,786) | (2,969) |
Net cash (used by) provided by investing activities | (1,509) | 11,322 | 11,201 | (13,484) | (2,969) |
Financing activities | |||||
Proceeds from the issuance of common stock and pre-funded warrants | 11,209 | ||||
Costs incurred related to the issuance of common stock, pre-funded warrants, and common warrants | (962) | ||||
Proceeds from common stock issuance | 4,380 | 15,000 | 0 | ||
Costs incurred related to the issuance of stock | (501) | (963) | 0 | ||
Proceeds from Payroll Protection Program loan | 0 | 1,518 | 0 | ||
Repayments of financing lease obligations | (353) | (271) | (364) | (360) | (275) |
Proceeds from the exercise of stock options | 0 | 227 | 227 | 212 | 344 |
Costs incurred related to shares withheld for net settlement | 0 | 0 | (813) | ||
Proceeds from sale and leaseback of land, buildings, and equipment | 0 | 0 | 414 | ||
Net cash provided by (used by) financing activities | 9,894 | (44) | 3,742 | 15,407 | (330) |
Net decrease in cash, cash equivalents, and restricted cash | (7,216) | (3,376) | (3,868) | (41,749) | (35,250) |
Cash, cash equivalents, and restricted cash – beginning of period | 14,421 | 18,289 | 18,289 | 60,038 | 95,288 |
Cash, cash equivalents, and restricted cash – end of period | $ 7,205 | $ 14,913 | $ 14,421 | $ 18,289 | $ 60,038 |
Basis of Presentation & Summary
Basis of Presentation & Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Basis of Presentation & Summary of Significant Accounting Policies | 1. BASIS OF PRESENTATION & SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The unaudited consolidated financial statements of Calyxt, Inc. (Calyxt or the Company) have been prepared in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (SEC) applicable to interim financial statements. In the Company’s opinion, the accompanying consolidated financial statements reflect all adjustments necessary for a fair presentation of its statements of financial position, results of operations, and cash flows for the periods presented but they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. Except as otherwise disclosed herein, these adjustments consist of normal recurring items. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole or any other interim period. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and the related disclosures at the date of the consolidated financial statements and during the reporting period. Actual results could materially differ from these estimates. Certain prior year amounts have been reclassified to conform to the current year presentation. For further information, refer to the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the SEC on March 3, 2022. The accompanying Balance Sheet as of December 31, 2021, was derived from the audited consolidated financial statements. This Quarterly Report on Form 10-Q should be read in conjunction with the Company’s consolidated financial statements and notes included in the Annual Report on Form 10-K for the year ended December 31, 2021. Net Loss Per Share Due to the Company’s net loss position for the three and nine months ended September 30, 2022, and September 30, 2021, all of its outstanding stock options, restricted stock units (RSUs), performance stock units (PSUs), and warrants to purchase common stock (Common Warrants) are considered anti-dilutive and excluded from the calculation of net loss per share. Accordingly, the treasury method was not used in determining the number of anti-dilutive stock options, RSUs, PSUs, or Common Warrants. Warrants The Company issued pre-funded warrants to purchase common stock (Pre-Funded Warrants) in a follow-on offering on February 23, 2022 (the Follow-On Offering). The Pre-Funded Warrants were exercised in full on May 4, 2022, and subsequently settled with the counterparty. The Company also issued Common Warrants in the Follow-On Offering. The Common Warrants expire on August 23, 2027 and are exercisable for one share of the Company’s common stock for $1.41 per share. The Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction), generally described as a “change of control” (the Change of Control Put). If the Change of Control Put is exercised by the holder of a Common Warrant, they may elect to receive either the consideration of the Fundamental Transaction or put the Common Warrant back to the Company in exchange for cash, based on terms and timing specified in the Common Warrant agreement. If the Change of Control Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black Scholes pricing model, with assumptions determined in accordance with the terms of the Common Warrants. The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in non-operating income (expenses) in its consolidated statements of operations. Impairment of Long-Lived Ass ets As of September 30, 2022, the Company had $18.6 million of land, buildings, and equipment and operating lease right-of-use assets and a net book value of $8.8 million. As of September 30, 2022, the Company’s market capitalization was $8.0 million. The Company has a single asset group and reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of that asset group may not be recoverable. One such impairment indicator is if the Company’s market capitalization is lower than its net book value for an extended period of time. If the impairment tests indicate that the carrying value of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, further analysis is performed to determine the fair value of the asset group. To the extent the fair value of the asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset group. Fair value is measured using a discounted cash flow model or independent appraisals, as appropriate. As of the date of this filing, management has determined there was no impairment of its long-lived assets based on its financial projections and its stated pursuit of strategic alternatives, which could include various outcomes. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and in July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases (Topic 842) – Targeted Improvements (collectively, the Standard). The Standard requires lessees to record assets and liabilities on the balance sheet for all leases with terms longer than 12 months. The Standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The Company adopted the Standard as of January 1, 2022, using the transition method which does not require revisions to comparative periods. The Company elected to implement the transition package of practical expedients permitted within the Standard, which among other things, allows it to carryforward the historical lease classification. In addition, the Company elected the hindsight practical expedient to determine the lease term for existing leases and it also made an accounting policy election to not record leases with an initial term of 12 months or less on its consolidated balance sheet. The Company’s adoption of the Standard required it to remove the previously reported amounts for land, buildings, and equipment associated with its headquarters and laboratory facility lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land component of the lease, and a second operating lease associated with the building component of the lease. The Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. The Standard had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of the Standard was recorded to stockholders’ equity. See Note 8 for further information regarding the Company’s leases. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (ASU 2016-13). ASU 2016-13 creates accounting requirements on how to account for credit losses on most financial assets and certain other instruments. This will require the estimation of lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Overview Calyxt, Inc. was founded in 2010 ™ TM Prior to its initial public offering (IPO) on July 25, 2017, the Company was a wholly owned subsidiary of Cellectis S.A. (Cellectis). As of December 31, 2021, Cellectis owned percent of the Company’s issued and outstanding common stock. Cellectis has certain contractual rights as well as rights pursuant to the Company’s certificate of incorporation and bylaws, in each case, for so long as it maintains threshold beneficial ownership levels in the Company’s shares. Basis of Presentation and Use of Estimates The Company has prepared its Consolidated Financial Statements according to accounting principles generally accepted in the United States and has included the accounts of Calyxt and its subsidiary. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, including those related to revenue recognition, the net realizable value of inventories, stock-based compensation, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. Cash, Cash Equivalents, Restricted Cash, and Investments All investments purchased with an original maturity of three months or less are accounted for as cash equivalents. The Company’s restricted cash balances are cash and cash equivalents deposited in an amount equal to the future rent payments as required under the Company’s equipment lease facility. The Company may request the return of excess restricted cash collateral annually in December. The amount of the restricted cash balance the Company expects to have returned in December 2022 is reflected as a current asset. The Company periodically invests its cash in high grade, highly liquid securities, and investment funds. The Company considers securities purchased with more than ninety days to their original maturity at issuance to be short-term investments. These short-term investments are classified as available-for-sale The Company ensures the credit risk in this portfolio is in accordance with its internal policies and if necessary, makes changes to investments to ensure credit risk is minimized. The Company has not experienced any counterparty credit losses. Accounts Receivable Accounts receivable are unsecured and are recorded at net realizable value. The Company makes judgments as to its ability to collect outstanding receivables based upon patterns of collectability, historical experience, and its evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. The Company performs credit evaluations of its customers’ financial condition on an as-needed st 30 Inventory Inventories are recorded at the lower of cost or net realizable value and include all costs of seed production and grain the Company purchased as well as costs to store and transport the grain. As of December 31, 2020, inventory included the costs to process the grain into finished products. Consideration received from growers when they purchase seed is recorded as a reduction of inventory. The Company evaluates inventory balances for obsolescence or estimated net realizable value on a regular basis based on the age of the inventory and its sales forecasts. At each period-end, Prior to the commercialization of its high oleic soybean products, the Company expensed all grain costs as R&D. Forward Purchase Contracts Under the Company’s former go-to-market The seed contracts often required the Company to pay prices for the seed produced at commodity futures market prices plus a premium. The seed growers had the option to fix their price with the Company throughout the term of the agreement. The Company paid a portion of the seed cost in December each year and the remainder upon delivery in either the first or second quarter of the following year. The grain grower contracts required the Company to pay prices for all grain produced at commodity futures market prices plus a premium. The grain growers had the option to fix their price with the Company throughout the term of the agreement. The grain grower contracts allowed for delivery of grain to the Company at harvest, if so specified when the agreement was executed, otherwise delivery occurred on a date that was elected by the Company through August 31, 2021. The Company paid for grain within a contractually determined number of days following delivery and final pricing. Upon delivery, the inventory was carried at historical cost but sold at prevailing market prices. As a result, the Company entered into hedging arrangements by selling futures contracts which converted its market exposure to these fixed prices to floating prices. By executing these hedging strategies, the Company could closely match the expected economic terms of the grain sale with the market, which helped stabilize margins until such inventory was sold. The Company did not account for these economic hedges as accounting hedges. All unrealized gains or losses on outstanding hedging contracts were recognized in Cost of Goods sold. The Company expected that any gains or losses from these hedging arrangements would be offset by gains or losses on the grain inventories when such grain inventories were sold. Prior to August 1, 2020, the Company designated all of its commodity derivative contracts as cash flow hedges based on the nature of its business activities. As a result, all gains or losses associated with recording those commodity derivative contracts at fair value were recorded as a component of accumulated other comprehensive income (loss) (AOCI). The Company reclassified amounts from AOCI to cost of goods sold when the underlying products were sold to which those hedges related. For the year ended December 31, 2020, the Company reclassified a nominal amount from AOCI to cost of goods sold, and there were no such reclassifications in 2021. Land, Buildings, and Equipment Land, buildings, and equipment are stated at cost less accumulated depreciation. Assets under capital lease are stated at the lesser of their net present value of future lease payments or fair market value. Repairs and maintenance costs are expensed as incurred. The cost and accumulated depreciation of property and equipment retired, or otherwise disposed of, are removed from the related accounts, and any residual values are charged to expense. Depreciation is recorded using the straight-line method over estimated useful lives as follows: Buildings and improvements 10- 20 Leasehold improvements Shorter of lease term or 15 years Office furniture and equipment 7 years Assets under capital lease 4 20 Computer equipment and software 3- 5 Vehicles 3- 6 Impairment of Long-Lived Assets The Company has a single asset group and reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of that asset group may not be recoverable. If the impairment tests indicate that the carrying value of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, further analysis is performed to determine the fair value of the asset group. To the extent the fair value of the asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset group. If the Company’s plans or intentions change with regard to a specific asset within the asset group, that asset’s remaining useful life is assessed and depreciation is accelerated if necessary. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Fair value is measured using a discounted cash flow model or independent appraisals, as appropriate. The Company has not recognized any impairment losses in these consolidated financial statements. Revenue Recognition The Company accounts for a contract as revenue when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company’s indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue when control of the good or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the good or service, (iv) the customer absorbs the significant risks and rewards of ownership of the good and (v) the customer has accepted the good. The Company generally does not incur costs to obtain new contracts. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts may contain multiple performance obligations if a promise to transfer the individual good or service is separately identifiable from other promises in the contracts and, therefore, is considered distinct. Performance obligations that are not considered distinct are combined with other goods or services in the contract until that combination meets the distinct criteria above. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue: Product Sales Historically, the Company sold soybean grain, oil, and meal. The Company recognized sales revenue at the point in time that title transferred to the customer, which was based on shipping terms. Sales included shipping and handling charges if billed to the customer and were reported net of trade promotion and other costs, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added, and other excise taxes were not recognized in revenue. Trade promotions were recorded based on estimated participation and performance levels for offered programs at the time of sale. The Company generally did not allow a right of return. During 2021 and 2020, the Company sold soybean grain to a processor and subsequent to the sale they utilized the Company’s rented third-party storage facility to hold the grain until such time they requested it be delivered. The Company was responsible for all handling charges and delivery activities. In those instances, the Company recognized revenue from the sale of grain to the processor upon the transfer of the control of the grain, which was determined to be at the time of the issuance of the purchase order and assignment of warehouse receipts to the customer. The Company determined that the reason for the arrangement was substantive, in that the customer had requested the arrangement, the product was separately identified as belonging to the customer, the product was ready for physical transfer, and the Company did not have the ability to use the product or direct it to another customer. The Company concluded that any remaining performance obligations (e.g., for custodial services) were immaterial in relation to the contract. The Company concurrently accrued all estimated future storage, handling, and delivery costs associated with that sale. All arrangements of this nature were completed prior to December 31, 2021. In certain transactions occurring in the third quarter of 2020, the Company sold grain to a processor with a commitment to provide consideration to the processor in exchange for the soybean meal resulting from the grain crushing activity. The Company determined the consideration payable to the processor was not in exchange for a distinct good or service, as the soybean meal was considered highly interrelated to the grain because they both possess Calyxt specific genetic traits, and the transactions were entered into in contemplation of one another, and therefore, were not considered to be distinct within the context of the contract. For these transactions, the Company recognized revenue from the sale of grain in the amount of the final net cash settlement with the processor, as the consideration payable to the processor was treated as a reduction of revenue. Technology Licensing The Company recognizes revenue from license agreements, which may consist of nonrefundable up-front Nonrefundable up-front Annual licensing fee payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. The Company recognizes milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the counterparty has no right to refund of the payment. Royalty revenues are expected to arise following the commercialization of products developed using the licensed technology by the counterparty to the license agreement. The royalties may be a percentage of sales or another measurement achieved by the licensee. Royalty revenues will be recognized at the later of (i) when the licensee is generating sales subject to royalty payments or (ii) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied. Product Development Agreements The Company recognizes revenue from product development agreements, which may consist of nonrefundable up-front Nonrefundable up-front In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. Milestone payments are considered variable consideration which are evaluated against the Company’s performance obligations for determination of when it is appropriate to recognize revenue. For purposes of revenue recognition, the Company considers whether the performance obligation is achieved, which may be (i) when a triggering event has occurred, (ii) there are no further contingencies or services to be provided with respect to that event, and (iii) the customer has no right to require refund of their payment. The Company recognizes milestone payments as revenue when it is highly probable that any revenue recognized will not be subsequently reversed. Annual payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. Agreements for the performance of research and development services and cost reimbursements are recognized as revenue over time based on work performed. Collaborative Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes the transaction to assess whether the arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. The Company had no such arrangements as of December 31, 2021. Advertising Costs The Company expenses advertising costs as incurred. Research and Development Expenses The Company recognizes R&D expenses as incurred. These expenses consist of direct costs for R&D and R&D-related h customer-fun Patents The Company expenses patent costs, including related legal costs, as incurred. Costs to write and support the research for filing patents are recorded as R&D expenses in the statements of operations. Costs to maintain, in-license, Stock-Based Compensation The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company generally measures compensation expense for grants of restricted stock units using the Company’s share price on the date of grant. The Company uses a Monte Carlo simulation pricing model when estimating the fair values of performance stock units. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner. Due to the Company’s limited history, it does not always have sufficient historical stock option activity to make predictive assumptions based solely on its stock or stock option activity for the Black-Scholes option pricing model. As a result, the Company may need to use data from other comparable public companies or alternative calculation methods to make predictive assumptions. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The group of comparable public companies is determined by management on an annual basis. When selecting a comparable company, management considers relevant factors including industry and strategy, size, maturity, and financial leverage. The comparable companies used by management to calculate expected volatility may change from year-to-year The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Due to the limited historical experience of the Company’s stock awards program, it has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in R&D and SG&A expenses in the Company’s consolidated statements of operations. Income Taxes Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Foreign Currency Transactions Transactions in foreign currencies are translated at the exchange rates effective on the transaction dates. Assets and liabilities denominated in foreign currencies are translated at the period-end non-operating Foreign currency fluctuations affect the Company’s foreign currency cash flows related primarily to payments to Cellectis. The Company’s principal foreign currency exposure is to the euro. The Company does not hedge these exposures, and it does not believe that the current level of foreign currency risk is significant to its operations. Net Loss Per Share Due to the Company’s net loss position for the years ended December 31, 2021, 2020, and 2019, all its outstanding stock options, restricted stock units, and performance stock units are considered anti-dilutive and excluded from the calculation of net loss per share. Accordingly, the treasury method was not used in determining the number of anti-dilutive stock options and restricted stock units. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-02, 2016-02). 2016-02, In June 2016, the FASB issued ASU No. 2016-13, 2016-13). 2016-13 |
Going Concern
Going Concern | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Going Concern | 2. GOING CONCERN The Company has incurred losses since its inception. The Company’s net loss was $14.1 million for the nine months ended September 30, 2022, and it used $15.6 million of cash for operating activities for the nine months ended September 30, 2022. The Company’s primary sources of liquidity are its cash and cash equivalents, with additional liquidity accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable SEC and Nasdaq Capital Market (Nasdaq) regulations, from the capital markets, including under the Open Market Sale Agreement SM As of September 30, 2022, the Company had $7.2 million of cash, cash equivalents, and restricted cash. The Company’s restricted cash is associated with its equipment financing leases and was $0.2 million as of September 30, 2022, with $0.1 million scheduled to be returned in December 2022. Current liabilities were $4.2 million as of September 30, 2022. On October 3, 2022, the Company entered into an amendment to the Open Market Sale Agreement with Jefferies for the ATM Facility that enables it, subject to the applicable baby shelf rules described below, to offer and sell up to 15,661,000 shares of its common stock. At its discretion, the Company determines the timing and number of shares to be issued under the ATM Facility. During the nine months ended September 30, 2022, and in the subsequent period through October 3, 2022, the Company did not issue any shares under the ATM Facility. From October 3, 2022, through the date of this report, the Company has issued approximately 2.0 million shares of common stock under the ATM Facility for proceeds of million net of commissions and payments for other share issuance costs. On February 23, 2022, the Company issued 3,880,000 shares of its common stock, Pre-Funded Warrants to purchase up to 3,880,000 shares of its common stock, and Common Warrants to purchase up to 7,760,000 shares of its common stock in the Follow-On Offering. In the aggregate, the Company received net proceeds of $10.0 million, after deducting approximately $0.9 million of underwriting discounts and estimated other offering expenses. The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from (a) future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; and (b) product sales from its proprietary BioFactory production system; (iii) government or other third-party funding, (iv) public or private equity or debt financings, (v) the execution of an alternative strategic transaction pursuant to the board of directors’ ongoing evaluation process, or (v) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all. Although the Company has access to the ATM Facility, based on the Company’s public float, as of the date of the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2021, the Company is only permitted to utilize a “shelf” registration statement for primary offerings, including the registration statement under which the Company’s ATM Facility is operated, subject to Instruction I.B.6 to Form S-3, which is referred to as the “baby shelf” rules. For so long as the Company’s public float is less than $75,000,000 , it may not sell more than the equivalent of one-third of its public float during any twelve consecutive months pursuant to the baby shelf rules. While alternative public and private transaction structures may be available, these may require The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing, obtain government or private grants and other similar types of funding, or to consummate an alternative strategic transaction, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash, cash equivalents, and restricted cash as of September 30, 2022, considering the $0.1 million of net proceeds realized from the ATM Facility as well as potential additional proceeds from the ATM Facility (up to the maximum amount permitted under the baby shelf rules), the legal settlement discussed in Note 10 to the consolidated financial statements, and taking into account additional efforts in reassessing its discretionary spending, including the implementation of increasingly stringent cost reduction and other cash focused measures to manage liquidity, is sufficient to fund its operations into the second quarter of 2023. The Company’s management has concluded there is substantial doubt regarding its ability to continue as a going concern because it will need to raise additional capital to support its business plan for a period of 12 months or more from the date of this filing. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. Management has implemented various cost reduction and other cash-focused measures to manage liquidity. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms or to consummate an alternative strategic transaction, the Company may have to implement increasingly stringent cost saving measures and significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. Any of these events could significantly harm the Company’s business, financial condition, and prospects. | 2. GOING CONCERN The Company has incurred losses since its inception and its net loss was $29.2 million for the year ended December 31, 2021, and it used $18.8 million of cash for operating activities for the year ended December 31, 2021. The Company’s primary sources of liquidity are its cash and cash equivalents, with additional liquidity accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable SEC regulations, from the capital markets, including under its ATM Facility. As of December 31, 2021, the Company had $14.4 million of cash, cash equivalents, and restricted cash. The Company’s restricted cash is associated with its equipment financing leases and was $0.6 million as of December 31, 2021, with $0.5 million scheduled to be returned in December 2022. Current liabilities were $4.9 million as of December 31, 2021. On February 23, 2022 (the February 2022 Offering), the Company issued 3,880,000 shares of its common stock, pre-funded The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from (a) future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; and (b) product sales from its proprietary BioFactory production system; (iii) government or other third-party funding, which the Company expects to be more readily available if Cellectis were to own less than 50 percent of the Company’s common stock, (iv) public or private equity or debt financings, or (v) a combination of the foregoing. However, additional capital may not be available on reasonable terms, if at all. For example, based on the Company’s public float, as of the date of the filing of its Annual Report on Form 10-K for the year ended December 31, 2021, the Company is only permitted to utilize a “shelf” registration statement, including the registration statement under which the Company’s the ATM Facility, is operated, subject to Instruction I.B.6 to Form S-3, one-third The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing, obtain government or private grants and other similar types of funding, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company’s cash, cash equivalents, and restricted cash as of December 31, 2021, considering its plan to continue to invest in the growth and scaling of its BioFactory production system and AIML capabilities and the $10.0 million of net proceeds from the February 2022 Offering, is sufficient to fund its operations into late 2022. The Company’s management has concluded there is substantial doubt regarding its ability to continue as a going concern because it anticipates that it will need to raise additional capital to support this business plan for a period of 12 months or more from the date of this filing. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms, management may be required to implement various cost reduction and other cash-focused measures to manage liquidity and the Company may have to significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, it could result in dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. Any of these events could significantly harm the Company’s business, financial condition, and prospects. |
Financial Instruments Measured
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk | 3. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRATIONS OF CREDIT RISK Financial Instruments Measured at Fair Value and Financial Statement Presentation Financial instruments including cash and cash equivalents, restricted cash, accounts payable, and all other current liabilities have carrying values that approximate fair value. The Company measures common stock warrants on a quarterly basis. The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows: Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities. Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3: Fair values are based on at least one significant unobservable input for the asset or liability. Fair Value Measurements and Financial Statement Presentation The fair values of the Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of September 30, 2022, were as follows: September 30, 2022 September 30, 2022 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Common stock warrants $ — $ — $ — $ — $ — $ — $ 402 $ 402 Total $ — $ — $ — $ — $ — $ — $ 402 $ 402 The Company estimates the fair value of each Common Warrant as of the date of issuance and at the end of every fiscal period using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve for the remaining life of the Common Warrant. The Company estimates its future stock price volatility using its historical volatility over the remaining life of the Common Warrant. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future. The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows: As of September 30, Estimated fair value of Common Warrants $ 0.05 Assumptions: Risk-free interest rate 4.1 % Expected volatility 85.0 % Expected term to liquidation (in years) 4.9 As of September 30, 2022, the Company had no other financial instruments measured at fair value. The non-current portion of the Company’s financing lease obligations are also considered a financial instrument, which the Company measures at fair value for disclosure purposes. It is a Level 2 liability and as of December 31, 2021, it had a fair value of million. There is no non-current portion of the financing lease obligation at September 30, 2022. Foreign Exchange Risk Foreign currency fluctuations affect the Company’s foreign currency cash flows related primarily to payments to Cellectis. The Company’s principal foreign currency exposure is to the euro. The Company does not hedge these exposures, and it does not believe that the current level of foreign currency risk is significant to its operations. Concentrations of Credit Risk The Company invests its cash, cash equivalents, and restricted cash in highly liquid securities and investment funds. The Company diversifies the risk associated with investing in securities by allocating its investments to a diverse portfolio of short-dated, high investment-grade securities, which it classifies as short-term investments that are recorded at fair value in its consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of September 30, 2022, the Company did not hold any short-term investments. | 3. FINANCIAL INSTRUMENTS AND FAIR VALUE Financial Instruments Measured at Fair Value and Financial Statement Presentation Financial instruments including cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and all other current liabilities have carrying values that approximate fair value. The Company measures short-term investments and commodity derivative contracts at fair value on a recurring basis. The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows: Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities. Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3: Fair values are based on at least one significant unobservable input for the asset or liability. Fair Value Measurements and Financial Statement Presentation As of December 31, 2021, the Company had no financial instruments measured at fair value. The fair values of the Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of December 31, 2020, were as follows: December 31, 2020 December 31, 2020 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Short-term investments $ 11,698 $ — $ — $ 11,698 $ — $ — $ — $ — Commodity derivative contracts 467 — — 467 — — — — Total $ 12,165 $ — $ — $ 12,165 $ — $ — $ — $ — The non-current portion of the Company’s financing lease obligations non-recurring As of December 31, 2021, the Company held no short-term investments. All of the Company’s short-term investments as of December 31, 2020, were in corporate debt securities. Commodity Price Risk Under the Company’s former go-to-market strategy for its soybean |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions [Abstract] | ||
Related-Party Transactions | 4. RELATED-PARTY TRANSACTIONS The Company is party to several agreements that govern its relationship with Cellectis, some of which require the Company to make payments to Cellectis. Pursuant to the Company’s management services agreement with Cellectis, it incurred no management fee expenses for the three and nine months ended September 30, 2022, and it incurred nominal management fee expenses for the three and nine months ended September 30, 2021. Cellectis has also guaranteed the lease agreement for the Company’s headquarters. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds $300 million. The Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease, effective upon Cellectis’ ownership falling to 50 percent or less of the Company’s outstanding common stock. This indemnification obligation was triggered in October 2022. TALEN ® ® ® | 4. RELATED-PARTY TRANSACTIONS During the year ended December 31, 2020, Cellectis purchased 1,250,000 shares of common stock in the Company’s follow-on The Company is party to several agreements that govern its relationship with Cellectis, some of which require the Company to make payments to Cellectis. The Company incurred nominal management fees in 2021 and 2020 as services previously provided by Cellectis were internalized in 2019. For the year ended December 31, 2019, management fees were $1.3 million. Cellectis has also guaranteed the lease agreement for the Company’s headquarters. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds percent or less of the Company’s outstanding common stock, the Company has agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease. TALEN ® ® ® |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Federal Home Loan Banks [Abstract] | ||
Stockholders' Equity | 5. STOCKHOLDERS’ EQUITY Follow-On Public Offering On February 23, 2022, the Company completed the Follow-On Offering, in which it issued 3,880,000 shares of its common stock, Pre-Funded Warrants to purchase up to 3,880,000 shares of its common stock, and Common Warrants to purchase up to 7,760,000 shares of its common stock. The aggregate offering price for each share of common stock and accompanying Common Warrant was $1.41. The aggregate offering price for each Pre-Funded Warrant and accompanying Common Warrant was $1.4099. In the aggregate, the Company received net proceeds of $10.0 million, after deducting approximately $0.9 million of underwriting discounts and estimated other offering expenses. Pre-Funded Warrants Each Pre-Funded Warrant entitled the holder to purchase one share of the Company’s common stock at an exercise price of $ per share. The Pre-Funded Warrants were recorded as a component of stockholders’ equity within additional paid-in capital. The Pre-Funded Warrants were exercised in full on May 4, 2022, and subsequently settled with the counterparty. Common Stock Warrants Each Common Warrant entitles the holder to purchase one share of common stock at an exercise price of $1.41 per share. The Common Warrants became exercisable on August 23, 2022 and expire on August 23, 2027. The Common Warrants are recorded as a liability in the Company’s consolidated balance sheet. Per the terms of the Common Warrants, a holder of an outstanding warrant is not entitled to exercise any portion of such warrant if, upon exercise of such portion of the warrant, the holder’s ownership of the Company’s common stock (together with its affiliates) or the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) would exceed the 4.99 percent after giving effect to the exercise. Warrant transactions for the nine months ended September 30, 2022, are as follows: Number of Funded Weighted Number of Weighted Outstanding as of December 31, 2021: Issued 3,880,000 $ 0.0001 7,760,000 $ 1.41 Forfeited/canceled — — — — Exercised 3,880,000 $ 0.0001 — Outstanding as of September 30, 2022: — — 7,760,000 $ 1.41 Exercisable as of September 30, 2022: — — 7,760,000 $ 1.41 ATM Facility On September 21, 2021, the Company entered into an ATM Facility with Jefferies LLC, as sole selling agent. On October 3, 2022, the Company entered into an amendment to the Open Market Sale Agreement that enables it, subject to the applicable baby shelf rules, to offer and sell up to 15,661,000 shares of its common stock. At its discretion the Company determines the timing and number of shares to be issued under the ATM Facility. During the nine months ended September 30, 2022, and in the subsequent period through October 3, 2022, the Company did not issue any shares under the ATM Facility. From October 3, 2022, through the date of this report, the Company has issued approximately 2.0 million shares of common stock under the ATM Facility for proceeds of 0.1 million net of commissions and payments for other share issuance costs. | 5. STOCKHOLDERS’ EQUITY Preferred Stock Preferred stock of million shares, with a $ par value, is authorized but unissued. Follow-on On February , , the Company completed a follow-on offering of its common stock and warrants. It issued shares of its common stock, pre-funded warrants to purchase up to shares of its common stock, and common warrants to purchase up to shares of its common stock, all at a price of $ per share. In the aggregate, the Company received net proceeds of $ million, after deducting approximately $ million of underwriting discounts and estimated other offering expenses. On October , , the Company completed a follow-on offering of its common stock. It sold an aggregate of shares of common stock at a price of $ per share. In the aggregate, the Company received net proceeds from the follow-on offering of $ million, after deducting $ million of placement and agent fees and other offering expenses. As part of the follow-on offering, Cellectis purchased shares of common stock for a value of $ million, the proceeds of which are included in the net proceeds of $ million. ATM Facility On September time-to-time, As of December 31, 2021, the Company had issued approximately 1.4 million shares of common stock under the ATM Facility. The Company’s balance of cash and cash equivalents includes $3.9 million of net proceeds from those sales, and another $0.2 million of cash was received in early January 2022 following the settlement of those sales with the broker. As of the date of this filing, the Company has not issued any additional shares under the ATM Facility. Share Repurchases The Company repurchased $0.8 million of common stock in 2019. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Stock-Based Compensation | 6. STOCK-BASED COMPENSATION The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, nonemployees, and certain employees of Cellectis. In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units, performance stock units and other types of equity awards. In July 2021, the Company also adopted the Calyxt, Inc. Employee Inducement Incentive Plan (the Inducement Plan), from which PSUs were granted to Michael A. Carr. On February 19, 2021, James Blome ceased serving as the Company’s Chief Executive Officer. In the nine-month period ended September 30, 2021, the Company recorded a benefit to earnings from a $2.5 million recapture of non-cash stock compensation expense from the forfeiture of Mr. Blome’s unvested stock options, RSUs, and PSUs. As of September 30, 2022, shares were registered and available for grant under effective registration statements, while shares were available for grant in the form of stock options, restricted stock, restricted stock units, and performance stock units under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan and the Inducement Plan. No further awards will be granted under either the 2014 Plan or the Inducement Plan. Stock Options The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Nine Months Ended September 30, 2022 2021 Estimated fair values of stock options granted $ 0.86 $ 3.93 Assumptions: Risk-free interest rate 1.9% - 3.5% 0.6% - 1.1% Expected volatility 89.7% - 92.8% 80.1% - 82.0% Expected term (in years) 5.50 - 6.89 5.5 - 6.5 The Company estimates the fair value of each stock option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon yield curve at the date of grant for the expected term of the option. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The use of the simplified method is dependent upon the type of equity award granted and the term of the award. The Company does not pay dividends and does not expect to pay dividends in the foreseeable future. Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three Information on stock option activity is as follows: Options Exercisable Weighted- Share Options Outstanding Weighted- Share Balance as of December 31, 2021 2,789,110 $ 10.23 4,658,405 $ 9.47 Granted — — 1,609,000 1.12 Exercised — — — — Forfeited or expired — — (420,606 ) 7.05 Balance as of September 30, 2022 3,314,828 $ 9.88 5,846,799 $ 7.35 Stock-based compensation expense related to stock option awards is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 530 $ 698 $ 1,420 $ 1,103 As of September 30, 2022, options outstanding and exercisable had no aggregate intrinsic value and the weighted average remaining contractual term was 5.3 years as of that date. Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Net cash proceeds $ — $ — $ — $ 227 Intrinsic value of options exercised $ — $ — $ — $ 344 As of September 30, 2022, unrecognized compensation expense related to non-vested stock options was $3.7 million. This expense will be recognized over 23 months on average. Restricted Stock Units The Company grants restricted stock units which generally vest over three Number of Weighted- Unvested balance as of December 31, 2021 571,303 $ 6.15 Granted 1,077,600 1.26 Vested (274,487 ) 6.14 Forfeited (113,955 ) 4.13 Unvested balance as of September 30, 2022 1,260,461 $ 2.15 The total grant-date fair value of restricted stock unit awards that vested is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Grant-date fair value $ 530 $ 581 $ 1,686 $ 1,223 Stock-based compensation expense related to restricted stock units is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 334 $ 416 $ 992 $ (105 ) As of September 30, 2022, unrecognized compensation expense related to restricted stock units was $1.6 million. This expense will be recognized over 25 months on average. The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Deemed dividends from grants to Cellectis employees $ 18 $ (84 ) $ 82 $ (55 ) Performance Stock Units In June 2022, PSU grants made to two executive officers in 2019 were forfeited because the underlying performance criteria were not met. These PSUs contained a market condition and had a five-year service period. The Company will continue to expense these PSUs over the remaining service period. In March 2022, the Company granted PSUs under the 2017 Plan to five employees including four executive officers. The PSUs include three annual performance periods (2022, 2023, and 2024) and target performance levels for each of those periods linked to the achievement of Company objectives as determined annually for the respective period by the Compensation Committee of the Company’s Board of Directors (the Compensation Committee). Once the annual objectives are approved, the associated expense will be recognized on a straight-line basis over the period from the date of grant through the March 15 determination date. Earned awards will be settled in shares of Company stock no later than the March 15 determination date in the following calendar year. The grant date for the tranche of awards linked to 2022 performance is May 4, 2022. Determination of expense for the 2023 and 2024 tranches of PSUs will be made when the associated business objectives are determined. In July 2021, the Company granted PSUs under the Inducement Plan to Mr. Carr. The PSUs will vest if the Company’s stock remains above three specified price levels for calendar days over the performance period. The PSUs will be settled in unrestricted shares of the Company’s common stock on the vesting date. PSU activity for the nine months ended September 30, 2022, is as follows: Number of Outstanding as of December 31, 2021: 745,000 Issued 530,000 Forfeited/canceled (145,000 ) Exercised — Outstanding as of September 30, 2022: 1,130,000 Stock-based compensation expense related to PSUs is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 171 $ 122 $ 478 $ (133 ) As of September 30, 2022, unrecognized compensation expense related to PSUs was $1.1 million. This expense will be recognized over 22 months on average. | 6. STOCK-BASED COMPENSATION The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, nonemployees, and certain employees of Cellectis. In December 2014, the Company adopted the Calyxt, Inc. Equity Incentive Plan (2014 Plan), which allowed for the grant of stock options, and in June 2017, it adopted the 2017 Omnibus Plan (2017 Plan), which allowed for the grant of stock options, restricted stock units, performance stock units, and other types of equity awards. On February 19, 2021, James Blome ceased serving as the Company’s Chief Executive Officer. The Company recorded a benefit to earnings from a $2.5 million recapture of non-cash On July 16, 2021, the Company filed a Registration Statement on Form S-8 As of December 31, 2021, 5,508,797 shares were registered and available for grant under effective registration statements, while 5,642,247 shares were available for grant in the form of stock options, restricted stock, restricted stock units, and performance stock units under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan and the Inducement Plan. No further awards will be granted under either the 2014 Plan or the Inducement Plan. Stock Options The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Year ended December 31, 2021 2020 2019 Estimated fair values of stock options granted $3.61 $3.24 $10.18 Assumptions: Risk-free interest rate 0.6% – 1.2% 0.3% –1.7% 1.7% – 2.5% Expected volatility 80.1% – 91.0% 77.4% –81.2% 52.6% – 78.9% Expected term (in years) 5.5 – 6.5 6.0 – 10.0 6.8 – 10.0 The Company estimates the fair value of each option on the grant date, or other measurement dates if applicable, using a Black-Scholes option-pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company estimates the risk- free interest rate based on the United States Treasury zero-coupon Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three to six years following the grant date. Options generally expire 10 years after the date of grant. Information on stock option activity is as follows: Options Weighted- Options Weighted- Balance as of December 31, 2020 2,347,665 $ 10.15 4,621,173 $ 10.30 Granted — — 774,959 5.20 Exercised — — (61,372 ) 3.70 Forfeited or expired — — (676,335 ) 10.75 Balance as of December 31, 2021 2,789,110 $ 10.23 4,658,425 $ 9.47 Stock-based compensation expense related to stock option awards was as follows: Year ended December 31, In Thousands 2021 2020 2019 Stock-based compensation expenses $ 1,850 $ 3,371 $ 6,035 As of December 31, 2021, options outstanding and exercisable had no aggregate intrinsic value and the weighted average remaining contractual term was 5.6 years as of that date. Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Year ended December 31, In Thousands 2021 2020 2019 Net cash proceeds $ 227 $ 212 $ 344 Intrinsic value of options exercised $ 344 $ 179 $ 905 As of December 31, 2021, unrecognized compensation expense related to non-vested Restricted Stock Units The Company grants restricted stock units which generally vest over three to five years after the date of grant. Information on restricted stock unit activity is as follows: Number of Weighted- Unvested balance at December 31, 2020 547,807 $ 9.49 Granted 406,981 4.59 Vested (193,857 ) 7.68 Cancelled (189,628 ) 10.91 Unvested balance at December 31, 2021 571,303 $ 6.15 The total grant-date fair value of restricted stock unit awards that vested was as follows: Year ended December 31, In Thousands 2021 2020 2019 Grant-date fair value $ 1,489 $ 3,122 $ 3,141 Information on the weighted average grant date fair value of restricted stock units issued was as follows: Year ended December 31, In Thousands 2021 2020 2019 Weighted average grant date fair value $ 4.59 $ 6.54 $ 12.48 Stock-based compensation expense related to restricted stock units was as follows: Year ended December 31, In Thousands 2021 2020 2019 Stock-based compensation expenses $ 224 $ 1,155 $ 2,910 As of December 31, 2021, unrecognized compensation expense related to restricted stock units was $1.7 million. This expense will be recognized over 22 months on average. The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Year ended December 31, In Thousands 2021 2020 2019 Deemed dividends from grants to Cellectis employees $ (289 ) $ 1,168 $ 1,358 Performance Stock Units From time-to-time, 2021 Grant In July 2021, the Company granted 600,000 performance stock units under the Inducement Plan to Mr. Carr. The performance stock units will vest if the Company’s stock remains above three specified price levels for 30 calendar days over the three-year performance period. The performance stock units will be settled in unrestricted shares of the Company’s common stock on the vesting date. The estimated fair values of performance stock units granted in 2021, and the assumptions used were as follows: Estimated fair values of performance stock units granted: At least $12 per share $ 2.16 At least $15 per share $ 1.89 At least $20 per share $ 1.55 Assumptions: Expected term (in years) 3.0 Expected volatility 90.0 % Risk-free interest rate 0.4 % The Company estimated the fair value of each tranche of the performance stock units on the grant date using the Monte Carlo simulation pricing model, which required it to make predictive assumptions as to the expected term of the grant, future stock price volatility, and dividend yield. The expected term represents the expected service period of the performance stock units granted. Expected volatility was based on the historical volatility of the Company’s common stock over the expected term. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon 2019 Grant In June 2019, the Company granted 311,667 performance stock units under the 2017 Plan to three executive officers. The performance stock units will vest at 50 percent, 100 percent, or 120 percent of the shares under the award at the end of a three-year performance period based upon increases in the value of the Company’s common stock from the grant price of $12.48. The performance stock units will be settled in restricted stock upon vesting, with restrictions on transfer lapsing on the second anniversary of the restricted stock issuance date. During 2021, the Company recognized a benefit from the forfeiture of 166,667 performance stock units held by Mr. Blome, its former Chief Executive Officer. The estimated fair values of performance stock units granted, and the assumptions used were as follows: Estimated fair values of performance stock units granted $ 7.06 Assumptions: Expected term (in years) 3.0 Expected volatility 75.0 % Risk-free interest rate 1.71 % Stock-based compensation expense related to performance stock units is as follows: Year ended In Thousands 2021 2020 2019 Stock-based compensation expenses $ 16 $ 445 $ 225 As of December 31, 2021, unrecognized compensation expense related to performance stock units was $1.5 million and will be recognized over 30 months. Cellectis Equity Incentive Plan Prior to 2018, Cellectis granted stock options to the Company’s employees. Compensation costs related to these grants have been recognized in the statements of operations with a corresponding credit to stockholders’ equity, representing the Cellectis’ capital contribution to the Company. The fair value of each stock option was estimated at the grant date using the Black-Scholes option pricing model. The Company recognized stock-based compensation expense related to its Cellectis’ grants. Expenses in 2019 were immaterial and as of December 31, 2019, all expenses related to these awards had been recognized. |
Income Taxes
Income Taxes | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Income Taxes | 7. INCOME TAXES The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying consolidated financial statements. As of September 30, 2022, there were no material changes to what the Company disclosed regarding tax uncertainties or penalties as of December 31, 2021. | 7. INCOME TAXES The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate: Year ended December 31, 2021 2020 2019 United States statutory rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit 1.0 % 4.2 % 1.0 % Stock-based compensation (0.7 %) (0.5 %) (1.6 %) Officer compensation 1.5 % (1.0 %) (1.3 %) Deferred rate change — % — % — % R&D credit 1.4 % 0.8 % 1.8 % PPP Loan 1.1 % — % — % Other 0.1 % (0.1 )% 0.3 % Change in valuation allowance (25.4 %) (24.4 %) (21.2 %) Effective income tax rate — % — % — % Deferred assets and liabilities consist of the following: December 31, In Thousands 2021 2020 2019 Net operating losses $ 38,671 $ 33,392 $ 24,852 Stock-based compensation 2,724 2,531 3,637 Financing lease obligations 3,820 4,574 4,640 Tax credit carry forwards 3,210 2,577 2,106 Compensation 514 339 97 Derivative liability — 703 — Other 143 391 307 Gross deferred tax assets 49,082 44,507 35,639 Less valuation allowance (45,369 ) (39,898 ) (30,888 ) Net deferred tax assets 3,713 4,609 4,751 Fixed assets (3,667 ) (4,609 ) (4,746 ) Other (46 ) — (5 ) Gross deferred tax liabilities (3,713 ) (4,609 ) (4,751 ) Net deferred tax asset or liability $ — $ — $ — The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets described above due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying consolidated financial statements. The Company has $228.5 million of tax loss carryforwards. Of this amount, $55.2 million are state operating loss carryforwards and $173.3 million are federal operating loss carryforwards. The federal carryforward periods are as follows: $131.3 million do not expire and $41.9 million expire between 2032 and 2037. The state net operating losses will expire between 2027 and 2041, with some amounts having indefinite carryover. The Company also has federal and state R&D credit carryovers of $2.3 million and $1.1 million, which will expire between 2028 and 2041. The Company is subject to federal income taxes in the United States as well as various state and local jurisdictions. The Company has reviewed its tax positions and concluded that no liability for uncertain tax positions is required as of December 31, 2021. The Company will classify any future interest and penalties as a component of income tax expense if incurred. The Company does not expect the amount of uncertain tax positions to change significantly in the next twelve months. The Company’s major taxing jurisdictions are in the United States, at both the federal and state levels. The number of years open for examination varies depending on the tax jurisdiction but are generally from 3 to 5 years. |
Leases, Commitments, and Contin
Leases, Commitments, and Contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Leases, Commitments, and Contingencies | 8. LEASES, COMMITMENTS, AND CONTINGENCIES Leases In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and in July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases (Topic 842) – Targeted Improvements (collectively, the Standard). As discussed in Note 1, the Company adopted the Standard on January 1, 2022. The Company’s leases are summarized as follows: • A lease for its headquarters and laboratory facilities in Roseville, MN which encompasses approximately 38,000 square feet. The original lease term was 20 years, and the Company holds four 5-year renewal options. Historically, this lease was considered a failed sale leaseback based on the nature of the transactions and was reported as a financing-type lease. • An equipment financing arrangement that is considered a financing-type lease. This arrangement has a term of four years for each draw. The Company was required to deposit cash into a restricted account in an amount equal to the future rent payments required by the lease. As of September 30, 2022, restricted cash totaled $0.2 million. The Company has the option to request the return of excess collateral annually in December, and the amount the Company expects to receive is reflected as a current asset. • A small number of short-term and immaterial leases for office equipment. The Company’s adoption of the Standard required it to remove its existing land, buildings, and equipment associated with its headquarters lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land underlying the headquarter facility, and a second operating lease associated with the building. The cumulative effect of the adoption of the Standard was recorded to stockholders’ equity. The impact of adoption on the Company’s December 31, 2021, consolidated balance sheet was as follows: As Reported Adoption of As Adjusted Assets Land, buildings, and equipment $ 21,731 $ (16,543 ) $ 5,188 Operating lease right-of-use assets — 14,090 14,090 $ 21,731 $ (2,453 ) $ 19,278 Liabilities and stockholders’ equity Current portion of financing lease obligations $ 370 $ (4) $ 366 Other current liabilities 191 276 467 Financing lease obligations 17,506 (17,371) 135 Operating lease obligations — 13,814 13,814 Accumulated deficit (196,092 ) 832 (195,260 ) $ (178,025 ) $ (2,453 ) $ (180,478 ) The Company records its operating lease liabilities at the present value of the future lease payments over the lease term. If the lease term includes options to extend or terminate the lease, those elements are included in the determination of lease term when it is reasonably certain that the option will be exercised. The rate used to determine the present value of future lease payments is the rate stated in the lease agreement, or if not stated, the Company’s incremental borrowing rate is used, up to an effective rate that enables the lease liability to amortize to zero over the lease term. Rent expense for operating leases is recorded in selling, general, and administrative (SG&A) expense in the consolidated statements of operations and in operating cash flows in the consolidated statements of cash flows. The Company also records operating lease right-of-use assets at an initial amount equal to the operating lease liability. Those right-of-use assets are amortized to lease expense within SG&A over the lease term using the effective interest method to ensure the right-of-use asset amortizes to zero concurrent with the associated liability, and the right-of-use asset amortization expense is also reported in operating cash flows in the consolidated statements of cash flows. The Company records its financing lease liabilities at the present value of the future lease payments over the lease term. If the lease term includes options to extend or terminate the lease, those elements are included in the determination of lease term when it is reasonably certain that the option will be exercised. The rate used to determine the present value of future lease payments is the rate stated in the lease agreement, or if not stated, the Company’s incremental borrowing rate is used, up to an effective rate that enables the lease liability to amortize to zero over the lease term. Expense associated with financing leases is recorded in interest, net in the consolidated statements of operations and in operating cash flows in the consolidated statements of cash flows. The Company is obligated under non-cancellable operating leases, primarily for office space and certain equipment, as follows: As of September 30, 2022 Remaining Right-of-Use In Thousands Term (years) Asset Roseville, MN lease 15.6 $ 13,734 Total $ 13,734 The Roseville, MN lease includes four options to each extend the lease for 5 years. These options to extend the lease are not recognized as part of the right-of-use assets and operating lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s agreement does not include options to terminate the lease. The components of lease expense were as follows: In Thousands Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Finance lease costs $ 57 $ 73 Operating lease costs 381 1,174 Variable lease costs 260 717 Total $ 698 $ 1,964 Operating lease cost for short-term leases was not material for the nine months ended September 30, 2022. Other information related to leases was as follows: In Thousands except for lease term and discount rate As of and for Operating Financing Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows $ 205 $ — Financing cash flows $ — $ 353 Weighted average remaining lease term (years) 15.6 0.6 Weighted average discount rate 7.9 % 8.1 % As of September 30, 2022, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2022 $ 345 $ 25 $ 370 2023 1,446 100 1,546 2024 1,480 — 1,480 2025 1,479 — 1,479 2026 1,479 — 1,479 2027 1,479 — 1,479 Thereafter 16,991 — 16,991 24,699 125 24,824 Less: imputed interest (10,814 ) (5 ) (10,819 ) Total $ 13,885 $ 120 $ 14,005 Litigation and Claims The Company is not currently a party to any material pending legal proceeding except as disclosed in Note 10. | 8. LEASES, OTHER COMMITMENTS, AND CONTINGENCIES Litigation and Claims The Company is not currently a party to any material pending legal proceeding. Leases The Company leases comprise of its headquarters facility, office equipment, and other items. The Company’s headquarters lease involved the sale of land and improvements to a third party who then constructed the facility. This lease is considered a financing lease. Sale-Leaseback of Headquarters and Lab Facility In September 2017, the Company consummated a sale-leaseback transaction with a third party for its corporate headquarters and lab facility. The Company’s headquarters facility is comprised of a 44,000 square-foot office and lab building, the first pilot BioFactory production system, greenhouses, and outdoor research plots. The Company was deemed the owner for accounting purposes. The lease has a term of twenty years with four options to extend its term for five years each subject to there being no default under the lease terms beyond any cure period and the Company occupying the property at the time of extension. In 2017, the Company received $7.0 million in connection with the sale of the land and uncompleted facility. The lease commenced in May 2018. Under the lease, the Company pays an annual base rent of eight The Company is also responsible for all operating costs and expenses associated with the property. If the landlord decides to sell the property, the Company has a right of first refusal to purchase the property on the same terms offered to any third party. Concurrent with entering the lease, Cellectis guaranteed all of the Company’s obligations under the lease agreement. Cellectis’ guarantee of the Company’s obligations will terminate at the end of the second consecutive calendar year in which its tangible net worth exceeds $300 million, as determined in accordance with generally accepted accounting principles. At a point when Cellectis owns 50 percent or less of the Company’s outstanding common stock, the Company has agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease. Sale-Leaseback of Equipment The Company also has an equipment financing arrangement that is considered a financing lease. As of December 31, 2021, this arrangement requires aggregate payments of $0.6 million over the next 21 months. The Company was required to deposit cash and cash equivalent amounts equal to the future rent payments as required under the Company’s equipment lease facility. As of December 31, 2021, this restricted cash totaled $0.6 million, and a portion may be requested to be returned in each of December 2022 and December 2023. Operating Leases As a lessee, the Company leases a vehicle and office equipment under various operating leases. Rent expense from all operating leases was as follows: Year ended In Thousands 2021 2020 2019 Rent expense from operating leases $ 46 $ 83 $ 117 Noncancelable future lease commitments are as follows: In Thousands Operating Capital 2022 $ 12 $ 1,708 2023 — 1,552 2024 — 1,487 2025 — 1,487 2026 — 1,481 After fiscal 2027 — 18,470 Total noncancelable future lease commitments $ 12 $ 26,185 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 9. EMPLOYEE BENEFIT PLAN The Company provides a 401(k) defined contribution plan for all regular full-time employees who have completed two months of service. The Company matches employee contributions up to certain amounts and those matching contributions v Year ended December 31, In Thousands 2021 2020 2019 Employee benefit plan expenses $ 274 $ 309 $ 228 |
Supplemental Information
Supplemental Information | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Supplemental Information | 9. SUPPLEMENTAL INFORMATION Certain statement of operations amounts are as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense: Research and development $ 210 $ 252 $ 620 $ 1,061 Selling, general, and administrative 825 984 2,270 (196 ) Total $ 1,035 $ 1,236 $ 2,890 $ 865 Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Interest, net: Interest expense $ (57 ) $ (356 ) $ (73 ) $ (1,075 ) Interest income 31 — 44 16 Common stock warrants - financing costs amortization (21 ) — (51 ) — Total $ (47 ) $ (356 ) $ (80 ) $ (1,059 ) Certain balance sheet amounts are as follows: In Thousands As of As of Cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 7,031 $ 13,823 Restricted cash 174 499 Non-current restricted cash — 99 Total $ 7,205 $ 14,421 Supplemental statement of cash flows information is as follows: As of September 30, In Thousands 2022 2021 Interest paid $ 67 1,072 Non-cash transactions not reported in the consolidated statement of cash flows is as follows: As of September 30, In Thousands 2022 2021 Receivable from Jefferies for shares issued under ATM Facility $ (260 ) $ — Non-cash additions to land, buildings, and equipment $ (687 ) $ — Cumulative effect of adoption of lease accounting standard on stockholders’ equity $ 832 $ — Establishment of operating lease right-of-use assets and associated operating lease liabilities $ 14,090 $ — | 10. SUPPLEMENTAL INFORMATION Certain balance sheet amounts are as follows: December 31, In Thousands 2021 2020 Accounts Receivable: Accounts receivable $ — $ 4,317 Receivables from growers — 570 Allowance for doubtful accounts — — Total $ — $ 4,887 December 31, In Thousands 2021 2020 Inventory: Raw materials $ — $ 1,383 Total $ — $ 1,383 December 31, In Thousands 2021 2020 Land, buildings, and equipment: Land under capital lease $ 5,690 $ 5,690 Buildings 804 650 Buildings under capital lease 3,812 3,812 Leasehold improvements 215 160 Leasehold improvements under capital lease 10,023 10,023 Office furniture and equipment 5,409 4,813 Office furniture and equipment under capital lease 1,788 1,788 Computer equipment and software 831 83 Construction in progress 849 1,329 Vehicles 38 58 Total land, buildings, and equipment 29,459 28,406 Less accumulated depreciation and amortization (7,728 ) (5,546 ) Total $ 21,731 $ 22,860 Certain statements of operations amounts are as follows: Year Ended December 31, In Thousands 2021 2020 2019 Revenue: Soybean grain $ 25,930 $ 12,976 $ — Soybean meal — 8,628 5,604 Soybean oil — 2,220 1,685 Other 57 27 7 Total $ 25,987 $ 23,851 $ 7,296 Year Ended December 31, In Thousands 2021 2020 2019 Stock-based compensation expense: Research and development $ 1,465 $ 1,132 $ 2,190 Selling, general, and administrative 625 3,839 6,985 Total $ 2,090 $ 4,971 $ 9,175 Year Ended December 31, In Thousands 2021 2020 2019 Interest, net: Interest expense $ (1,431 ) $ (1,435 ) $ (1,490 ) Interest income 17 557 1,600 Total $ (1,414 ) $ (878 ) $ 110 Certain statements of cash flows amounts are as follows: Year Ended December 31, In Thousands 2021 2020 2019 Cash, cash equivalents, restricted cash, and short-term investments: Cash and cash equivalents $ 13,823 $ 17,299 $ 58,610 Restricted cash 499 393 388 Non-current 99 597 1,040 Cash, cash equivalents, and restricted cash 14,421 18,289 60,038 Short-term investments — 11,698 — Total $ 14,421 $ 29,987 $ 60,038 Year Ended December 31, In Thousands 2021 2020 2019 Supplemental investing and financing transactions: Receivable from Jefferies for shares issued under ATM Facility $ 260 $ — $ — Interest paid $ 1,425 $ 1,455 $ 1,472 Non-cash $ 691 $ — $ 414 |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment Information | 11. SEGMENT INFORMATION The Company operates in a single |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 12. LONG-TERM DEBT The Company’s long-term debt was comprised of a $1.5 million promissory note pursuant to the Paycheck Protection Program (the PPP loan) established by the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) implemented by the U.S. Small Business Administration (SBA). The Company received the funds under the PPP loan on April 19, 2020. Subject to certain conditions, the PPP loan and accrued interest were eligible to be forgiven in whole or in part by applying for forgiveness pursuant to the CARES Act and the Paycheck Protection Program. In order to be eligible for forgiveness, the proceeds of the PPP loan were required to be applied to certain eligible expenses, including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, with not more than 40 percent of the amount applied to non-payroll The Company applied the proceeds from the PPP loan toward qualifying expenses. On October 21, 2020, as modified December 29, 2020, the Company applied for forgiveness of the full principal amount and all accrued interest. On April 8, 2021, the Company was notified by the SBA that the full principal amount and all accrued interest of the PPP loan had been forgiven. Accordingly, the Company recognized a gain upon the extinguishment of the PPP loan for $1.5 million during the second quarter of 2021. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 13. RESTRUCTURING COSTS On August 4, 2020, the Company approved a move to a streamlined go-to-market go-to-market non-cash |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Event | 10. SUBSEQUENT EVENT In early November 2022, the Company reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. As a result of the settlement, the Company will receive million upon execution of an amended master services agreement (MSA) and another million by January 31, 2023. The execution of the MSA is anticipated to occur in late 2022. |
Basis of Presentation & Summa_2
Basis of Presentation & Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Accounting Policies [Abstract] | ||
Use of Estimates | Basis of Presentation and Use of Estimates The Company has prepared its Consolidated Financial Statements according to accounting principles generally accepted in the United States and has included the accounts of Calyxt and its subsidiary. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires the Company to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes, including those related to revenue recognition, the net realizable value of inventories, stock-based compensation, and valuation allowances on deferred tax assets. Actual results could differ from those estimates. | |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, Restricted Cash, and Investments All investments purchased with an original maturity of three months or less are accounted for as cash equivalents. The Company’s restricted cash balances are cash and cash equivalents deposited in an amount equal to the future rent payments as required under the Company’s equipment lease facility. The Company may request the return of excess restricted cash collateral annually in December. The amount of the restricted cash balance the Company expects to have returned in December 2022 is reflected as a current asset. The Company periodically invests its cash in high grade, highly liquid securities, and investment funds. The Company considers securities purchased with more than ninety days to their original maturity at issuance to be short-term investments. These short-term investments are classified as available-for-sale The Company ensures the credit risk in this portfolio is in accordance with its internal policies and if necessary, makes changes to investments to ensure credit risk is minimized. The Company has not experienced any counterparty credit losses. | |
Accounts Receivable | Accounts Receivable Accounts receivable are unsecured and are recorded at net realizable value. The Company makes judgments as to its ability to collect outstanding receivables based upon patterns of collectability, historical experience, and its evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. The Company performs credit evaluations of its customers’ financial condition on an as-needed st 30 | |
Inventory | Inventory Inventories are recorded at the lower of cost or net realizable value and include all costs of seed production and grain the Company purchased as well as costs to store and transport the grain. As of December 31, 2020, inventory included the costs to process the grain into finished products. Consideration received from growers when they purchase seed is recorded as a reduction of inventory. The Company evaluates inventory balances for obsolescence or estimated net realizable value on a regular basis based on the age of the inventory and its sales forecasts. At each period-end, Prior to the commercialization of its high oleic soybean products, the Company expensed all grain costs as R&D. | |
Warrants | Warrants The Company issued pre-funded warrants to purchase common stock (Pre-Funded Warrants) in a follow-on offering on February 23, 2022 (the Follow-On Offering). The Pre-Funded Warrants were exercised in full on May 4, 2022, and subsequently settled with the counterparty. The Company also issued Common Warrants in the Follow-On Offering. The Common Warrants expire on August 23, 2027 and are exercisable for one share of the Company’s common stock for $1.41 per share. The Common Warrants have been classified as a liability because they include a put option election available to their holder that is contingently exercisable if the Company enters into a fundamental transaction (Fundamental Transaction), generally described as a “change of control” (the Change of Control Put). If the Change of Control Put is exercised by the holder of a Common Warrant, they may elect to receive either the consideration of the Fundamental Transaction or put the Common Warrant back to the Company in exchange for cash, based on terms and timing specified in the Common Warrant agreement. If the Change of Control Put option is exercised, the Company is required to pay cash to the holder in an amount as determined by the Black Scholes pricing model, with assumptions determined in accordance with the terms of the Common Warrants. The Common Warrants are reported at fair value with changes in fair value reported in earnings. The Company reports the changes in fair value of the Common Warrants in non-operating income (expenses) in its consolidated statements of operations. | Forward Purchase Contracts Under the Company’s former go-to-market The seed contracts often required the Company to pay prices for the seed produced at commodity futures market prices plus a premium. The seed growers had the option to fix their price with the Company throughout the term of the agreement. The Company paid a portion of the seed cost in December each year and the remainder upon delivery in either the first or second quarter of the following year. The grain grower contracts required the Company to pay prices for all grain produced at commodity futures market prices plus a premium. The grain growers had the option to fix their price with the Company throughout the term of the agreement. The grain grower contracts allowed for delivery of grain to the Company at harvest, if so specified when the agreement was executed, otherwise delivery occurred on a date that was elected by the Company through August 31, 2021. The Company paid for grain within a contractually determined number of days following delivery and final pricing. Upon delivery, the inventory was carried at historical cost but sold at prevailing market prices. As a result, the Company entered into hedging arrangements by selling futures contracts which converted its market exposure to these fixed prices to floating prices. By executing these hedging strategies, the Company could closely match the expected economic terms of the grain sale with the market, which helped stabilize margins until such inventory was sold. The Company did not account for these economic hedges as accounting hedges. All unrealized gains or losses on outstanding hedging contracts were recognized in Cost of Goods sold. The Company expected that any gains or losses from these hedging arrangements would be offset by gains or losses on the grain inventories when such grain inventories were sold. Prior to August 1, 2020, the Company designated all of its commodity derivative contracts as cash flow hedges based on the nature of its business activities. As a result, all gains or losses associated with recording those commodity derivative contracts at fair value were recorded as a component of accumulated other comprehensive income (loss) (AOCI). The Company reclassified amounts from AOCI to cost of goods sold when the underlying products were sold to which those hedges related. For the year ended December 31, 2020, the Company reclassified a nominal amount from AOCI to cost of goods sold, and there were no such reclassifications in 2021. |
Land, Buildings, and Equipment | Land, Buildings, and Equipment Land, buildings, and equipment are stated at cost less accumulated depreciation. Assets under capital lease are stated at the lesser of their net present value of future lease payments or fair market value. Repairs and maintenance costs are expensed as incurred. The cost and accumulated depreciation of property and equipment retired, or otherwise disposed of, are removed from the related accounts, and any residual values are charged to expense. Depreciation is recorded using the straight-line method over estimated useful lives as follows: Buildings and improvements 10- 20 Leasehold improvements Shorter of lease term or 15 years Office furniture and equipment 7 years Assets under capital lease 4 20 Computer equipment and software 3- 5 Vehicles 3- 6 | |
Revenue Recognition | Revenue Recognition The Company accounts for a contract as revenue when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company’s indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue when control of the good or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the good or service, (iv) the customer absorbs the significant risks and rewards of ownership of the good and (v) the customer has accepted the good. The Company generally does not incur costs to obtain new contracts. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts may contain multiple performance obligations if a promise to transfer the individual good or service is separately identifiable from other promises in the contracts and, therefore, is considered distinct. Performance obligations that are not considered distinct are combined with other goods or services in the contract until that combination meets the distinct criteria above. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue: Product Sales Historically, the Company sold soybean grain, oil, and meal. The Company recognized sales revenue at the point in time that title transferred to the customer, which was based on shipping terms. Sales included shipping and handling charges if billed to the customer and were reported net of trade promotion and other costs, including estimated allowances for returns, unsalable product, and prompt pay discounts. Sales, use, value-added, and other excise taxes were not recognized in revenue. Trade promotions were recorded based on estimated participation and performance levels for offered programs at the time of sale. The Company generally did not allow a right of return. During 2021 and 2020, the Company sold soybean grain to a processor and subsequent to the sale they utilized the Company’s rented third-party storage facility to hold the grain until such time they requested it be delivered. The Company was responsible for all handling charges and delivery activities. In those instances, the Company recognized revenue from the sale of grain to the processor upon the transfer of the control of the grain, which was determined to be at the time of the issuance of the purchase order and assignment of warehouse receipts to the customer. The Company determined that the reason for the arrangement was substantive, in that the customer had requested the arrangement, the product was separately identified as belonging to the customer, the product was ready for physical transfer, and the Company did not have the ability to use the product or direct it to another customer. The Company concluded that any remaining performance obligations (e.g., for custodial services) were immaterial in relation to the contract. The Company concurrently accrued all estimated future storage, handling, and delivery costs associated with that sale. All arrangements of this nature were completed prior to December 31, 2021. In certain transactions occurring in the third quarter of 2020, the Company sold grain to a processor with a commitment to provide consideration to the processor in exchange for the soybean meal resulting from the grain crushing activity. The Company determined the consideration payable to the processor was not in exchange for a distinct good or service, as the soybean meal was considered highly interrelated to the grain because they both possess Calyxt specific genetic traits, and the transactions were entered into in contemplation of one another, and therefore, were not considered to be distinct within the context of the contract. For these transactions, the Company recognized revenue from the sale of grain in the amount of the final net cash settlement with the processor, as the consideration payable to the processor was treated as a reduction of revenue. Technology Licensing The Company recognizes revenue from license agreements, which may consist of nonrefundable up-front Nonrefundable up-front Annual licensing fee payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. The Company recognizes milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the counterparty has no right to refund of the payment. Royalty revenues are expected to arise following the commercialization of products developed using the licensed technology by the counterparty to the license agreement. The royalties may be a percentage of sales or another measurement achieved by the licensee. Royalty revenues will be recognized at the later of (i) when the licensee is generating sales subject to royalty payments or (ii) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied. Product Development Agreements The Company recognizes revenue from product development agreements, which may consist of nonrefundable up-front Nonrefundable up-front In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. Milestone payments are considered variable consideration which are evaluated against the Company’s performance obligations for determination of when it is appropriate to recognize revenue. For purposes of revenue recognition, the Company considers whether the performance obligation is achieved, which may be (i) when a triggering event has occurred, (ii) there are no further contingencies or services to be provided with respect to that event, and (iii) the customer has no right to require refund of their payment. The Company recognizes milestone payments as revenue when it is highly probable that any revenue recognized will not be subsequently reversed. Annual payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. Agreements for the performance of research and development services and cost reimbursements are recognized as revenue over time based on work performed. Collaborative Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes the transaction to assess whether the arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. The Company had no such arrangements as of December 31, 2021. | |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. | |
Research and Development (R&D) | Research and Development Expenses The Company recognizes R&D expenses as incurred. These expenses consist of direct costs for R&D and R&D-related h customer-fun | |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred. Costs to write and support the research for filing patents are recorded as R&D expenses in the statements of operations. Costs to maintain, in-license, | |
Stock Based Compensation | Stock-Based Compensation The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company generally measures compensation expense for grants of restricted stock units using the Company’s share price on the date of grant. The Company uses a Monte Carlo simulation pricing model when estimating the fair values of performance stock units. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner. Due to the Company’s limited history, it does not always have sufficient historical stock option activity to make predictive assumptions based solely on its stock or stock option activity for the Black-Scholes option pricing model. As a result, the Company may need to use data from other comparable public companies or alternative calculation methods to make predictive assumptions. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The group of comparable public companies is determined by management on an annual basis. When selecting a comparable company, management considers relevant factors including industry and strategy, size, maturity, and financial leverage. The comparable companies used by management to calculate expected volatility may change from year-to-year The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Due to the limited historical experience of the Company’s stock awards program, it has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in R&D and SG&A expenses in the Company’s consolidated statements of operations. | |
Income Taxes | Income Taxes Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
Foreign Currency Transactions | Foreign Currency Transactions Transactions in foreign currencies are translated at the exchange rates effective on the transaction dates. Assets and liabilities denominated in foreign currencies are translated at the period-end non-operating Foreign currency fluctuations affect the Company’s foreign currency cash flows related primarily to payments to Cellectis. The Company’s principal foreign currency exposure is to the euro. The Company does not hedge these exposures, and it does not believe that the current level of foreign currency risk is significant to its operations. | |
Net Loss Per Share | Net Loss Per Share Due to the Company’s net loss position for the three and nine months ended September 30, 2022, and September 30, 2021, all of its outstanding stock options, restricted stock units (RSUs), performance stock units (PSUs), and warrants to purchase common stock (Common Warrants) are considered anti-dilutive and excluded from the calculation of net loss per share. Accordingly, the treasury method was not used in determining the number of anti-dilutive stock options, RSUs, PSUs, or Common Warrants. | Net Loss Per Share Due to the Company’s net loss position for the years ended December 31, 2021, 2020, and 2019, all its outstanding stock options, restricted stock units, and performance stock units are considered anti-dilutive and excluded from the calculation of net loss per share. Accordingly, the treasury method was not used in determining the number of anti-dilutive stock options and restricted stock units. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Ass ets As of September 30, 2022, the Company had $18.6 million of land, buildings, and equipment and operating lease right-of-use assets and a net book value of $8.8 million. As of September 30, 2022, the Company’s market capitalization was $8.0 million. The Company has a single asset group and reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of that asset group may not be recoverable. One such impairment indicator is if the Company’s market capitalization is lower than its net book value for an extended period of time. If the impairment tests indicate that the carrying value of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, further analysis is performed to determine the fair value of the asset group. To the extent the fair value of the asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset group. Fair value is measured using a discounted cash flow model or independent appraisals, as appropriate. As of the date of this filing, management has determined there was no impairment of its long-lived assets based on its financial projections and its stated pursuit of strategic alternatives, which could include various outcomes. | Impairment of Long-Lived Assets The Company has a single asset group and reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of that asset group may not be recoverable. If the impairment tests indicate that the carrying value of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, further analysis is performed to determine the fair value of the asset group. To the extent the fair value of the asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset group. If the Company’s plans or intentions change with regard to a specific asset within the asset group, that asset’s remaining useful life is assessed and depreciation is accelerated if necessary. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Fair value is measured using a discounted cash flow model or independent appraisals, as appropriate. The Company has not recognized any impairment losses in these consolidated financial statements. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) and in July 2018, ASU No. 2018-10, Codification Improvements to Topic 842, Leases, and ASU 2018-11, Leases (Topic 842) – Targeted Improvements (collectively, the Standard). The Standard requires lessees to record assets and liabilities on the balance sheet for all leases with terms longer than 12 months. The Standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the income statement. The Company adopted the Standard as of January 1, 2022, using the transition method which does not require revisions to comparative periods. The Company elected to implement the transition package of practical expedients permitted within the Standard, which among other things, allows it to carryforward the historical lease classification. In addition, the Company elected the hindsight practical expedient to determine the lease term for existing leases and it also made an accounting policy election to not record leases with an initial term of 12 months or less on its consolidated balance sheet. The Company’s adoption of the Standard required it to remove the previously reported amounts for land, buildings, and equipment associated with its headquarters and laboratory facility lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land component of the lease, and a second operating lease associated with the building component of the lease. The Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. The Standard had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of the Standard was recorded to stockholders’ equity. See Note 8 for further information regarding the Company’s leases. In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326)” (ASU 2016-13). ASU 2016-13 creates accounting requirements on how to account for credit losses on most financial assets and certain other instruments. This will require the estimation of lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-02, 2016-02). 2016-02, In June 2016, the FASB issued ASU No. 2016-13, 2016-13). 2016-13 |
Basis of Presentation & Summa_3
Basis of Presentation & Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-line Method | Depreciation is recorded using the straight-line method over estimated useful lives as follows: Buildings and improvements 10- 20 Leasehold improvements Shorter of lease term or 15 years Office furniture and equipment 7 years Assets under capital lease 4 20 Computer equipment and software 3- 5 Vehicles 3- 6 |
Financial Instruments Measure_2
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Text Block [Abstract] | ||
Summary of Fair Value Measurements and Financial Statement Presentation | The fair values of the Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of September 30, 2022, were as follows: September 30, 2022 September 30, 2022 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Common stock warrants $ — $ — $ — $ — $ — $ — $ 402 $ 402 Total $ — $ — $ — $ — $ — $ — $ 402 $ 402 | The fair values of the Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of December 31, 2020, were as follows: December 31, 2020 December 31, 2020 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Short-term investments $ 11,698 $ — $ — $ 11,698 $ — $ — $ — $ — Commodity derivative contracts 467 — — 467 — — — — Total $ 12,165 $ — $ — $ 12,165 $ — $ — $ — $ — |
Summary of Fair Value of the Common Warrants | As of September 30, Estimated fair value of Common Warrants $ 0.05 Assumptions: Risk-free interest rate 4.1 % Expected volatility 85.0 % Expected term to liquidation (in years) 4.9 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Text Block [Abstract] | |
Disclosure of Warrants Transactions | Warrant transactions for the nine months ended September 30, 2022, are as follows: Number of Funded Weighted Number of Weighted Outstanding as of December 31, 2021: Issued 3,880,000 $ 0.0001 7,760,000 $ 1.41 Forfeited/canceled — — — — Exercised 3,880,000 $ 0.0001 — Outstanding as of September 30, 2022: — — 7,760,000 $ 1.41 Exercisable as of September 30, 2022: — — 7,760,000 $ 1.41 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model | The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Nine Months Ended September 30, 2022 2021 Estimated fair values of stock options granted $ 0.86 $ 3.93 Assumptions: Risk-free interest rate 1.9% - 3.5% 0.6% - 1.1% Expected volatility 89.7% - 92.8% 80.1% - 82.0% Expected term (in years) 5.50 - 6.89 5.5 - 6.5 | The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Year ended December 31, 2021 2020 2019 Estimated fair values of stock options granted $3.61 $3.24 $10.18 Assumptions: Risk-free interest rate 0.6% – 1.2% 0.3% –1.7% 1.7% – 2.5% Expected volatility 80.1% – 91.0% 77.4% –81.2% 52.6% – 78.9% Expected term (in years) 5.5 – 6.5 6.0 – 10.0 6.8 – 10.0 |
Summary of Stock Option Activity | Information on stock option activity is as follows: Options Exercisable Weighted- Share Options Outstanding Weighted- Share Balance as of December 31, 2021 2,789,110 $ 10.23 4,658,405 $ 9.47 Granted — — 1,609,000 1.12 Exercised — — — — Forfeited or expired — — (420,606 ) 7.05 Balance as of September 30, 2022 3,314,828 $ 9.88 5,846,799 $ 7.35 | Information on stock option activity is as follows: Options Weighted- Options Weighted- Balance as of December 31, 2020 2,347,665 $ 10.15 4,621,173 $ 10.30 Granted — — 774,959 5.20 Exercised — — (61,372 ) 3.70 Forfeited or expired — — (676,335 ) 10.75 Balance as of December 31, 2021 2,789,110 $ 10.23 4,658,425 $ 9.47 |
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to PSUs is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 171 $ 122 $ 478 $ (133 ) | |
Schedule of Net Cash Proceeds from Exercise of Stock Options Less Shares Used for Minimum Withholding Taxes and Intrinsic Value of Options Exercised | Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Net cash proceeds $ — $ — $ — $ 227 Intrinsic value of options exercised $ — $ — $ — $ 344 | Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Year ended December 31, In Thousands 2021 2020 2019 Net cash proceeds $ 227 $ 212 $ 344 Intrinsic value of options exercised $ 344 $ 179 $ 905 |
Summary of Activity of Restricted Stock Units | Information on restricted stock unit activity is as follows: Number of Weighted- Unvested balance as of December 31, 2021 571,303 $ 6.15 Granted 1,077,600 1.26 Vested (274,487 ) 6.14 Forfeited (113,955 ) 4.13 Unvested balance as of September 30, 2022 1,260,461 $ 2.15 | Information on restricted stock unit activity is as follows: Number of Weighted- Unvested balance at December 31, 2020 547,807 $ 9.49 Granted 406,981 4.59 Vested (193,857 ) 7.68 Cancelled (189,628 ) 10.91 Unvested balance at December 31, 2021 571,303 $ 6.15 |
Summary of Grant Date Fair Value of Restricted Stock Unit Awards Vested | The total grant-date fair value of restricted stock unit awards that vested is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Grant-date fair value $ 530 $ 581 $ 1,686 $ 1,223 Stock-based compensation expense related to restricted stock units is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 334 $ 416 $ 992 $ (105 ) | The total grant-date fair value of restricted stock unit awards that vested was as follows: Year ended December 31, In Thousands 2021 2020 2019 Grant-date fair value $ 1,489 $ 3,122 $ 3,141 |
Schedule of Weighted Average Grant Date Fair Value of Restricted Stock Units Issued | Information on the weighted average grant date fair value of restricted stock units issued was as follows: Year ended December 31, In Thousands 2021 2020 2019 Weighted average grant date fair value $ 4.59 $ 6.54 $ 12.48 | |
Summary of Stock-Based Compensation Granted As Deemed Dividends | The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Deemed dividends from grants to Cellectis employees $ 18 $ (84 ) $ 82 $ (55 ) | The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Year ended December 31, In Thousands 2021 2020 2019 Deemed dividends from grants to Cellectis employees $ (289 ) $ 1,168 $ 1,358 |
Share-based Payment Arrangement, Performance Shares, Outstanding Activity | PSU activity for the nine months ended September 30, 2022, is as follows: Number of Outstanding as of December 31, 2021: 745,000 Issued 530,000 Forfeited/canceled (145,000 ) Exercised — Outstanding as of September 30, 2022: 1,130,000 | |
2021 Grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of Fair Values of Performance Stock Units Granted and Assumptions used in Monte Carlo Simulation Pricing Model | The estimated fair values of performance stock units granted in 2021, and the assumptions used were as follows: Estimated fair values of performance stock units granted: At least $12 per share $ 2.16 At least $15 per share $ 1.89 At least $20 per share $ 1.55 Assumptions: Expected term (in years) 3.0 Expected volatility 90.0 % Risk-free interest rate 0.4 % | |
2019 Grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of Fair Values of Performance Stock Units Granted and Assumptions used in Monte Carlo Simulation Pricing Model | The estimated fair values of performance stock units granted, and the assumptions used were as follows: Estimated fair values of performance stock units granted $ 7.06 Assumptions: Expected term (in years) 3.0 Expected volatility 75.0 % Risk-free interest rate 1.71 % | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to stock option awards is as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense $ 530 $ 698 $ 1,420 $ 1,103 | Stock-based compensation expense related to stock option awards was as follows: Year ended December 31, In Thousands 2021 2020 2019 Stock-based compensation expenses $ 1,850 $ 3,371 $ 6,035 |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to restricted stock units was as follows: Year ended December 31, In Thousands 2021 2020 2019 Stock-based compensation expenses $ 224 $ 1,155 $ 2,910 | |
Performance Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to performance stock units is as follows: Year ended In Thousands 2021 2020 2019 Stock-based compensation expenses $ 16 $ 445 $ 225 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Statutory IncomeTax Rate | The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate: Year ended December 31, 2021 2020 2019 United States statutory rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit 1.0 % 4.2 % 1.0 % Stock-based compensation (0.7 %) (0.5 %) (1.6 %) Officer compensation 1.5 % (1.0 %) (1.3 %) Deferred rate change — % — % — % R&D credit 1.4 % 0.8 % 1.8 % PPP Loan 1.1 % — % — % Other 0.1 % (0.1 )% 0.3 % Change in valuation allowance (25.4 %) (24.4 %) (21.2 %) Effective income tax rate — % — % — % |
Schedule of Deferred Tax Assets And Liabilities | Deferred assets and liabilities consist of the following: December 31, In Thousands 2021 2020 2019 Net operating losses $ 38,671 $ 33,392 $ 24,852 Stock-based compensation 2,724 2,531 3,637 Financing lease obligations 3,820 4,574 4,640 Tax credit carry forwards 3,210 2,577 2,106 Compensation 514 339 97 Derivative liability — 703 — Other 143 391 307 Gross deferred tax assets 49,082 44,507 35,639 Less valuation allowance (45,369 ) (39,898 ) (30,888 ) Net deferred tax assets 3,713 4,609 4,751 Fixed assets (3,667 ) (4,609 ) (4,746 ) Other (46 ) — (5 ) Gross deferred tax liabilities (3,713 ) (4,609 ) (4,751 ) Net deferred tax asset or liability $ — $ — $ — |
Leases, Commitments, and Cont_2
Leases, Commitments, and Contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Lease, Cost [Abstract] | ||
Summary of Rent Expense from Operating Leases | Rent expense from all operating leases was as follows: Year ended In Thousands 2021 2020 2019 Rent expense from operating leases $ 46 $ 83 $ 117 | |
Schedule of Noncancelable Future Lease Commitments | Noncancelable future lease commitments are as follows: In Thousands Operating Capital 2022 $ 12 $ 1,708 2023 — 1,552 2024 — 1,487 2025 — 1,487 2026 — 1,481 After fiscal 2027 — 18,470 Total noncancelable future lease commitments $ 12 $ 26,185 | |
Schedule Of Impact Of Adoption Of The Standard On Consolidated Balance Sheet | The impact of adoption on the Company’s December 31, 2021, consolidated balance sheet was as follows: As Reported Adoption of As Adjusted Assets Land, buildings, and equipment $ 21,731 $ (16,543 ) $ 5,188 Operating lease right-of-use assets — 14,090 14,090 $ 21,731 $ (2,453 ) $ 19,278 Liabilities and stockholders’ equity Current portion of financing lease obligations $ 370 $ (4) $ 366 Other current liabilities 191 276 467 Financing lease obligations 17,506 (17,371) 135 Operating lease obligations — 13,814 13,814 Accumulated deficit (196,092 ) 832 (195,260 ) $ (178,025 ) $ (2,453 ) $ (180,478 ) | |
Summary of Non Cancellable Operating Leases | The Company is obligated under non-cancellable operating leases, primarily for office space and certain equipment, as follows: As of September 30, 2022 Remaining Right-of-Use In Thousands Term (years) Asset Roseville, MN lease 15.6 $ 13,734 Total $ 13,734 | |
Summary of Lease Cost | The components of lease expense were as follows: In Thousands Three Months Ended September 30, 2022 Nine Months Ended September 30, 2022 Finance lease costs $ 57 $ 73 Operating lease costs 381 1,174 Variable lease costs 260 717 Total $ 698 $ 1,964 | |
Summary of Other Information Related to Leases | Other information related to leases was as follows: In Thousands except for lease term and discount rate As of and for Operating Financing Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows $ 205 $ — Financing cash flows $ — $ 353 Weighted average remaining lease term (years) 15.6 0.6 Weighted average discount rate 7.9 % 8.1 % | |
Summary of Future Minimum Rental Payments | As of September 30, 2022, future minimum payments under operating and finance leases were as follows: In Thousands Operating Financing Total Remainder of 2022 $ 345 $ 25 $ 370 2023 1,446 100 1,546 2024 1,480 — 1,480 2025 1,479 — 1,479 2026 1,479 — 1,479 2027 1,479 — 1,479 Thereafter 16,991 — 16,991 24,699 125 24,824 Less: imputed interest (10,814 ) (5 ) (10,819 ) Total $ 13,885 $ 120 $ 14,005 |
Employee Benefit Plan (Tables)
Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Postemployment Benefits [Abstract] | |
Summary of Defined Contribution Plan | Year ended December 31, In Thousands 2021 2020 2019 Employee benefit plan expenses $ 274 $ 309 $ 228 |
Supplemental Information (Table
Supplemental Information (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Schedule of Certain Statements of Operations Amounts | Certain statement of operations amounts are as follows: Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Stock-based compensation expense: Research and development $ 210 $ 252 $ 620 $ 1,061 Selling, general, and administrative 825 984 2,270 (196 ) Total $ 1,035 $ 1,236 $ 2,890 $ 865 Three Months Ended September 30, Nine Months Ended September 30, In Thousands 2022 2021 2022 2021 Interest, net: Interest expense $ (57 ) $ (356 ) $ (73 ) $ (1,075 ) Interest income 31 — 44 16 Common stock warrants - financing costs amortization (21 ) — (51 ) — Total $ (47 ) $ (356 ) $ (80 ) $ (1,059 ) | Certain statements of operations amounts are as follows: Year Ended December 31, In Thousands 2021 2020 2019 Revenue: Soybean grain $ 25,930 $ 12,976 $ — Soybean meal — 8,628 5,604 Soybean oil — 2,220 1,685 Other 57 27 7 Total $ 25,987 $ 23,851 $ 7,296 Year Ended December 31, In Thousands 2021 2020 2019 Stock-based compensation expense: Research and development $ 1,465 $ 1,132 $ 2,190 Selling, general, and administrative 625 3,839 6,985 Total $ 2,090 $ 4,971 $ 9,175 Year Ended December 31, In Thousands 2021 2020 2019 Interest, net: Interest expense $ (1,431 ) $ (1,435 ) $ (1,490 ) Interest income 17 557 1,600 Total $ (1,414 ) $ (878 ) $ 110 |
Schedule of Certain Balance Sheet Amounts | Certain balance sheet amounts are as follows: In Thousands As of As of Cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 7,031 $ 13,823 Restricted cash 174 499 Non-current restricted cash — 99 Total $ 7,205 $ 14,421 | Certain balance sheet amounts are as follows: December 31, In Thousands 2021 2020 Accounts Receivable: Accounts receivable $ — $ 4,317 Receivables from growers — 570 Allowance for doubtful accounts — — Total $ — $ 4,887 December 31, In Thousands 2021 2020 Inventory: Raw materials $ — $ 1,383 Total $ — $ 1,383 December 31, In Thousands 2021 2020 Land, buildings, and equipment: Land under capital lease $ 5,690 $ 5,690 Buildings 804 650 Buildings under capital lease 3,812 3,812 Leasehold improvements 215 160 Leasehold improvements under capital lease 10,023 10,023 Office furniture and equipment 5,409 4,813 Office furniture and equipment under capital lease 1,788 1,788 Computer equipment and software 831 83 Construction in progress 849 1,329 Vehicles 38 58 Total land, buildings, and equipment 29,459 28,406 Less accumulated depreciation and amortization (7,728 ) (5,546 ) Total $ 21,731 $ 22,860 |
Schedule of Statements of Certain Statements of Cash Flows Amounts | Supplemental statement of cash flows information is as follows: As of September 30, In Thousands 2022 2021 Interest paid $ 67 1,072 Non-cash transactions not reported in the consolidated statement of cash flows is as follows: As of September 30, In Thousands 2022 2021 Receivable from Jefferies for shares issued under ATM Facility $ (260 ) $ — Non-cash additions to land, buildings, and equipment $ (687 ) $ — Cumulative effect of adoption of lease accounting standard on stockholders’ equity $ 832 $ — Establishment of operating lease right-of-use assets and associated operating lease liabilities $ 14,090 $ — | Certain statements of cash flows amounts are as follows: Year Ended December 31, In Thousands 2021 2020 2019 Cash, cash equivalents, restricted cash, and short-term investments: Cash and cash equivalents $ 13,823 $ 17,299 $ 58,610 Restricted cash 499 393 388 Non-current 99 597 1,040 Cash, cash equivalents, and restricted cash 14,421 18,289 60,038 Short-term investments — 11,698 — Total $ 14,421 $ 29,987 $ 60,038 Year Ended December 31, In Thousands 2021 2020 2019 Supplemental investing and financing transactions: Receivable from Jefferies for shares issued under ATM Facility $ 260 $ — $ — Interest paid $ 1,425 $ 1,455 $ 1,472 Non-cash $ 691 $ — $ 414 |
Basis of Presentation & Summa_4
Basis of Presentation & Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2022 | Dec. 31, 2021 | Jun. 30, 2022 | Jan. 01, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||||||||
Year founded | 2010 | ||||||||
Impairment of long-lived assets | $ 0 | $ 0 | |||||||
Operating lease right-of-use assets | 13,736 | 0 | |||||||
Operating lease obligations | 13,550 | 0 | |||||||
Land buildings and equipment and operating lease right of use asset lessee | 18,600 | ||||||||
Stockholders equity | 8,844 | $ 14,132 | $ 13,759 | $ 15,825 | $ 21,896 | $ 36,875 | $ 62,508 | $ 93,397 | |
Market capitalization | 8,000 | ||||||||
Subsidiary [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Percentage of ownership in outstanding common stock | 61.80% | ||||||||
Accounting Standards Update 2016-02 [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Operating lease right-of-use assets | $ 14,100 | ||||||||
Operating lease obligations | $ 14,100 | ||||||||
Stockholders equity cumulative effect of adoption of lease accounting standard. | $ 800 | ||||||||
Follow On Offering [Member] | |||||||||
Property, Plant and Equipment [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.41 | ||||||||
Date from which Warrants or Rights Exercisable | Aug. 23, 2027 |
Basis of Presentation & Summa_5
Basis of Presentation & Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-Line Method (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Buildings and Other Improvements [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
Buildings and Other Improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 20 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 15 years |
Office Furniture and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 7 years |
Assets under Capital Lease [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 4 years |
Assets under Capital Lease [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 20 years |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 6 years |
Going Concern - Additional Info
Going Concern - Additional Information (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
Oct. 03, 2022 | Feb. 23, 2022 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2022 | Dec. 31, 2018 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Net loss | $ (5,950,000) | $ (7,307,000) | $ (14,054,000) | $ (22,142,000) | $ (29,199,000) | $ (44,836,000) | $ (39,612,000) | ||||
Net cash used by operating activities | (15,601,000) | (14,654,000) | (18,811,000) | (43,672,000) | (31,951,000) | ||||||
Cash, cash equivalents, and restricted cash | 7,205,000 | $ 14,913,000 | 7,205,000 | $ 14,913,000 | 14,421,000 | 18,289,000 | 60,038,000 | $ 95,288,000 | |||
Restricted cash | 499,000 | 393,000 | $ 388,000 | ||||||||
Cash expense for separation-related payments | 174,000 | 174,000 | 499,000 | 393,000 | $ 100,000 | ||||||
Current liabilities | 4,228,000 | 4,228,000 | 4,854,000 | 6,945,000 | |||||||
Common stock, issued and sold | 3,880,000 | ||||||||||
Issuance of common stock | $ 10,000,000 | 4,139,000 | $ 14,037,000 | ||||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900,000 | ||||||||||
ATM Facility [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Potential cash inflow from the offer of shares | 100,000 | ||||||||||
Shelf Registration Statement [Member] | ATM Facility [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Minimum public float | 75,000,000 | $ 75,000,000 | $ 75,000,000 | ||||||||
Cellectis [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, issued and sold | 1,250,000 | ||||||||||
Maximum [Member] | Cellectis [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50% | 50% | |||||||||
Pre-funded Warrants [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Warrants issued (in shares) | 3,880,000 | ||||||||||
Common Warrants [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Warrants issued (in shares) | 7,760,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, issued and sold | 3,880,000 | ||||||||||
Issuance of common stock | $ 10,000,000 | ||||||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900,000 | ||||||||||
Subsequent Event [Member] | ATM Facility [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock, issued and sold | 2,000,000 | ||||||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 100,000 | ||||||||||
Subsequent Event [Member] | Maximum [Member] | ATM Facility [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Common stock shares subscribed but not issued | 15,661,000 | ||||||||||
Subsequent Event [Member] | Pre-funded Warrants [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Warrants issued (in shares) | 3,880,000 | ||||||||||
Subsequent Event [Member] | Common Warrants [Member] | Maximum [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Warrants issued (in shares) | 7,760,000 | ||||||||||
Forecast [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash expense for separation-related payments | $ 500,000 | ||||||||||
Equipment [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Restricted cash | $ 200,000 | $ 200,000 | $ 600,000 |
Financial Instruments Measure_3
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk - Summary of Fair Value Measurements and Financial Statement Presentation (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2020 |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Assets | $ 12,165 | |
Fair Values of Liabilities | $ 402 | |
Short Term Investments [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Assets | 11,698 | |
Common Stock Warrants [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Liabilities | 402 | |
Level 1 [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Assets | 12,165 | |
Level 1 [Member] | Short Term Investments [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Assets | 11,698 | |
Level 3 [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Liabilities | 402 | |
Level 3 [Member] | Common Stock Warrants [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Liabilities | $ 402 | |
Commodity Derivative Contracts [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Assets | 467 | |
Commodity Derivative Contracts [Member] | Level 1 [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair Values of Assets | $ 467 |
Financial instruments and finan
Financial instruments and financial risk management - Summary of Fair Value of the Common Warrants (Details) | Sep. 30, 2022 yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value of Common Warrants | 0.05 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Assumptions | 4.1 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Assumptions | 85 |
Expected term to liquidation (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Assumptions | 4.9 |
Financial Instruments Measure_4
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2022 | Dec. 31, 2019 | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||||
Fair value of financing leases | $ 14,500 | $ 15,200 | ||
Short-term investments | 0 | 11,698 | $ 0 | |
Commodity Contract [Member] | ||||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||||
Commodity derivative assets, notional amount | 12,800 | |||
Unrealized commodity derivative losses from hedging contracts sold | 0 | $ (2,000) | ||
Corporate Debt Securities [Member] | ||||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||||
Short-term investments | $ 0 | |||
Other Financial Instruments | $ 0 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended | ||||
Feb. 23, 2022 | Oct. 20, 2020 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transaction [Line Items] | ||||||
Common stock, issued and sold | 3,880,000 | |||||
Common stock issued price per share | $ 1.41 | $ 4 | $ 4 | |||
Follow-on Public Offering [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, issued and sold | 3,880,000 | 3,750,000 | ||||
Common stock issued price per share | $ 1.41 | |||||
Cellectis [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Minimum net worth required | $ 300 | $ 300 | ||||
Common stock, issued and sold | 1,250,000 | |||||
Cellectis [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50% | 50% | ||||
Cellectis [Member] | Follow-on Public Offering [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Common stock, issued and sold | 1,250,000 | |||||
Management Fees [Member] | Cellectis [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related party transaction, expenses from transactions with related party | $ 1.3 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Of Warrants Transactions (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Feb. 23, 2022 | |
Pre Funded Warrants [Member] | ||
Disclosure of Warrants Transactions [Line Items] | ||
Number of restricted stock units outstanding, Issued | 3,880,000 | |
Weighted-average grant date fair value, Issued | $ 0.0001 | |
Number of restricted stock units outstanding, Exercised | 3,880,000 | |
Number of restricted stock units outstanding, Unvested ending balance | 0 | |
Weighted-average grant date fair value, Unvested ending balance | $ 0 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0 | $ 0.0001 |
Common Stock Warrants [Member] | ||
Disclosure of Warrants Transactions [Line Items] | ||
Number of restricted stock units outstanding, Issued | 7,760,000 | |
Weighted-average grant date fair value, Issued | $ 1.41 | |
Number of restricted stock units outstanding, Unvested ending balance | 7,760,000 | |
Weighted-average grant date fair value, Unvested ending balance | $ 1.41 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 7,760,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.41 | $ 1.41 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||||
Oct. 03, 2022 | Feb. 23, 2022 | Oct. 20, 2020 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Sep. 30, 2022 | |
Equity, Class of Treasury Stock [Line Items] | ||||||||
Preferred stock share authorized | 50,000,000 | |||||||
Preferred stock share par value | $ 0.0001 | |||||||
Common stock, issued and sold | 3,880,000 | |||||||
Common stock issued price per share | $ 1.41 | $ 4 | $ 4 | |||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 10,000 | $ 4,139 | $ 14,037 | |||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900 | |||||||
Repurchase of Common Stock | $ 800 | |||||||
Common stock, shares issued | 38,874,146 | 37,165,196 | 46,909,420 | |||||
Proceeds from common stock issuance | $ 4,380 | $ 15,000 | $ 0 | |||||
ATM Facility [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Aggregate common stock offering value | $ 50,000 | |||||||
Common stock, shares issued | 1,400,000 | |||||||
Proceeds from common stock issuance | $ 3,900 | |||||||
Pre-funded Warrants [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.0001 | $ 0 | ||||||
Pre-funded Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 3,880,000 | |||||||
Common Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 7,760,000 | |||||||
Common Stock Warrants [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.41 | $ 1.41 | ||||||
Common Stock, Voting Rights | 4.99 | |||||||
Common Stock Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Date from which Warrants or Rights Exercisable | Aug. 23, 2027 | |||||||
Common Stock Warrants [Member] | Minimum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Date from which Warrants or Rights Exercisable | Aug. 23, 2022 | |||||||
Subsequent Event [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock, issued and sold | 3,880,000 | |||||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 10,000 | |||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900 | |||||||
Subsequent Event [Member] | ATM Facility [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock, issued and sold | 2,000,000 | |||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 100 | |||||||
Proceeds from common stock issuance | $ 200 | |||||||
Subsequent Event [Member] | ATM Facility [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock shares subscribed but not issued | 15,661,000 | |||||||
Subsequent Event [Member] | Pre-funded Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 3,880,000 | |||||||
Subsequent Event [Member] | Common Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 7,760,000 | |||||||
Cellectis [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock, issued and sold | 1,250,000 | |||||||
Follow-on Public Offering [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock, issued and sold | 3,880,000 | 3,750,000 | ||||||
Common stock issued price per share | $ 1.41 | |||||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 10,000 | $ 14,000 | ||||||
Underwriting discounts and commissions | $ 1,000 | |||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900 | |||||||
Follow-on Public Offering [Member] | Pre-funded Warrants [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock issued price per share | $ 1.4099 | |||||||
Follow-on Public Offering [Member] | Pre-funded Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 3,880,000 | |||||||
Follow-on Public Offering [Member] | Common Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 7,760,000 | |||||||
Follow-on Public Offering [Member] | Subsequent Event [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock, issued and sold | 3,880,000 | |||||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 10,000 | |||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900 | |||||||
Follow-on Public Offering [Member] | Subsequent Event [Member] | Pre-funded Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 3,880,000 | |||||||
Follow-on Public Offering [Member] | Subsequent Event [Member] | Common Warrants [Member] | Maximum [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Warrants issued (in shares) | 7,760,000 | |||||||
Follow-on Public Offering [Member] | Cellectis [Member] | ||||||||
Equity, Class of Treasury Stock [Line Items] | ||||||||
Common stock, issued and sold | 1,250,000 | |||||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 5,000 | |||||||
Outstanding obligation paid to parent | $ 14,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2022 | Dec. 31, 2021 | Jul. 16, 2021 | Feb. 19, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant | 2,712,803 | 5,508,797 | ||
Mr. Blome [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected benefit to earnings from recapture of non-cash stock compensation expense | $ 2.5 | |||
2017 Omnibus Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant | 3,105,208 | 5,642,247 | ||
Number of common shares available for issue | 4,299,904 | |||
Calyxt, Inc. Equity Employee Inducement Incentive Plan [Member] | PSUs [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant | 600,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Detail) - Stock Options [Member] - $ / shares | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Estimated fair values of stock options granted | $ 0.86 | $ 3.93 | $ 3.61 | $ 3.24 | $ 10.18 |
Minimum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate | 1.90% | 0.60% | 0.60% | 0.30% | 1.70% |
Expected volatility | 89.70% | 80.10% | 80.10% | 77.40% | 52.60% |
Expected term (in years) | 5 years 6 months | 5 years 6 months | 5 years 6 months | 6 years | 6 years 9 months 18 days |
Maximum [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Risk-free interest rate | 3.50% | 1.10% | 1.20% | 1.70% | 2.50% |
Expected volatility | 92.80% | 82% | 91% | 81.20% | 78.90% |
Expected term (in years) | 6 years 10 months 20 days | 6 years 6 months | 6 years 6 months | 10 years | 10 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
2017 Omnibus Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options priced at fair market value, Percent | 100% | 100% |
Stock option expiration period | 10 years | 10 years |
2017 Omnibus Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option, vesting period | 3 years | |
2017 Omnibus Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Stock option, vesting period | 6 years | |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average remaining contractual term | 5 years 3 months 18 days | 5 years 7 months 6 days |
Aggregate intrinsic value of options outstanding and exercisable | $ 0 | |
Unrecognized stock-based compensation expense related to non-vested stock options | $ 3,700 | $ 5,200 |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 23 months | 24 months |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Options Exercisable, Beginning Balance | 2,789,110 | 2,347,665 |
Options Exercisable, Ending Balance | 3,314,828 | 2,789,110 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 10.23 | $ 10.15 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ 9.88 | $ 10.23 |
Options Outstanding, Beginning Balance | 4,658,425 | 4,621,173 |
Options Outstanding, Granted | 1,609,000 | 774,959 |
Options Outstanding, Exercised | (61,372) | |
Options Outstanding, Forfeited or expired | (420,606) | (676,335) |
Options Outstanding, Ending Balance | 5,846,799 | 4,658,425 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 9.47 | $ 10.3 |
Weighted-Average Exercise Price Per Share, Granted | 1.12 | 5.2 |
Weighted-Average Exercise Price Per Share, Exercised | 3.7 | |
Weighted-Average Exercise Price Per Share, Forfeited or expired | 7.05 | 10.75 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ 7.35 | $ 9.47 |
Previously Reported [Member] | ||
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||
Options Exercisable, Beginning Balance | 2,789,110 | |
Options Exercisable, Ending Balance | 2,789,110 | |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 10.23 | |
Weighted-Average Exercise Price Per Share, Ending Balance | $ 10.23 | |
Options Outstanding, Beginning Balance | 4,658,405 | |
Options Outstanding, Ending Balance | 4,658,405 | |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 9.47 | |
Weighted-Average Exercise Price Per Share, Ending Balance | $ 9.47 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Related to Stock Option Awards (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expenses | $ 1,035 | $ 1,236 | $ 2,890 | $ 865 | $ 2,090 | $ 4,971 | $ 9,175 |
Stock Options [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expenses | $ 530 | $ 698 | $ 1,420 | $ 1,103 | $ 1,850 | $ 3,371 | $ 6,035 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Net Cash Proceeds from Exercise of Stock Options Less Shares Used for Minimum Withholding Taxes and Intrinsic Value of Options Exercised (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | |||||||
Net cash proceeds | $ 0 | $ 0 | $ 0 | $ 227 | $ 227 | $ 212 | $ 344 |
Intrinsic value of options exercised | $ 0 | $ 0 | $ 0 | $ 344 | $ 344 | $ 179 | $ 905 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units - Additional Information (Detail) - USD ($) $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
2017 Omnibus Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
2017 Omnibus Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 6 years | |
Restricted Stock Units [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized stock-based compensation expense related to restricted stock units | $ 1.6 | $ 1.7 |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 25 months | 22 months |
Restricted Stock Units [Member] | 2017 Omnibus Plan [Member] | Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Restricted Stock Units [Member] | 2017 Omnibus Plan [Member] | Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 5 years |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Detail) - Restricted Stock Units [Member] - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of restricted stock units outstanding, Unvested beginning balance | 571,303 | 547,807 | ||
Number of restricted stock units outstanding, Granted | 1,077,600 | 406,981 | ||
Number of restricted stock units outstanding, Vested | (274,487) | (193,857) | ||
Number of restricted stock units outstanding, Forfeited | (113,955) | (189,628) | ||
Number of restricted stock units outstanding, Unvested ending balance | 1,260,461 | 571,303 | 547,807 | |
Weighted-average grant date fair value, Unvested beginning balance | $ 6.15 | $ 9.49 | ||
Weighted-average grant date fair value, Granted | 1.26 | 4.59 | $ 6.54 | $ 12.48 |
Weighted-average grant date fair value, Vested | 6.14 | 7.68 | ||
Weighted-average grant date fair value, Cancelled | 4.13 | 10.91 | ||
Weighted-average grant date fair value, Unvested ending balance | $ 2.15 | $ 6.15 | $ 9.49 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Grant Date Fair Value of Restricted Stock Unit Awards Vested (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Grant-date fair value | $ 530 | $ 581 | $ 1,686 | $ 1,223 | $ 1,489 | $ 3,122 | $ 3,141 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted Average Grant Date Fair Value of Restricted Stock Units Issued (Detail) - $ / shares | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restricted Stock Units [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted-average grant date fair value, Granted | $ 1.26 | $ 4.59 | $ 6.54 | $ 12.48 |
Stock-Based Compensation - Su_7
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses Related to Restricted Stock Units (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expenses | $ 1,035 | $ 1,236 | $ 2,890 | $ 865 | $ 2,090 | $ 4,971 | $ 9,175 |
Restricted Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expenses | $ 334 | $ 416 | $ 992 | $ (105) | $ 224 | $ 1,155 | $ 2,910 |
Stock-Based Compensation - Su_8
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses Related to Performance Stock Units (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expenses | $ 1,035 | $ 1,236 | $ 2,890 | $ 865 | $ 2,090 | $ 4,971 | $ 9,175 |
Performance Stock Units [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock-based compensation expenses | $ 171 | $ 122 | $ 478 | $ (133) | $ 16 | $ 445 | $ 225 |
Stock-Based Compensation - Su_9
Stock-Based Compensation - Summary of Stock-Based Compensation Granted as Deemed Dividends (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Nonemployee Restricted Stock Units [Member] | Cellectis [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Deemed dividends from grants to Cellectis employee | $ 18 | $ (84) | $ 82 | $ (55) | $ (289) | $ 1,168 | $ 1,358 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units - Additional Information (Detail) $ / shares in Units, $ in Millions | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jul. 31, 2021 Day shares | Jun. 30, 2019 $ / shares shares | Sep. 30, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | Jul. 07, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance stock, shares granted | 2,712,803 | 5,508,797 | |||
2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance stock, shares granted | 3,105,208 | 5,642,247 | |||
Performance Stock Units [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Unrecognized stock-based compensation expense related to performance stock units | $ | $ 1.1 | $ 1.5 | |||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 22 months | 30 months | |||
Performance Stock Units [Member] | 2021 Grant | Inducement Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Consecutive trading day | Day | 30 | ||||
Performance Stock Units [Member] | 2021 Grant | Mr Carr [Member] | 2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance stock, shares granted | 530,000 | ||||
Performance Stock Units [Member] | 2021 Grant | Mr Carr [Member] | Inducement Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance stock, shares granted | 600,000 | 600,000 | |||
Performance Stock Units [Member] | 2019 Grant | 2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years | ||||
Increase in common stock starting price | $ / shares | $ 12.48 | ||||
Performance Stock Units [Member] | 2019 Grant | Tranche One [Member] | 2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 50% | ||||
Performance Stock Units [Member] | 2019 Grant | Tranche Two [Member] | 2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 100% | ||||
Performance Stock Units [Member] | 2019 Grant | Tranche Three [Member] | 2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage | 120% | ||||
Performance Stock Units [Member] | 2019 Grant | Three Executive Officers [Member] | 2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Performance stock, shares granted | 311,667 | ||||
Performance Stock Units [Member] | 2019 Grant | Mr. Blome [Member] | 2017 Omnibus Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Benefit from forfeiture of stock | 166,667 |
Stock-Based Compensation - S_10
Stock-Based Compensation - Summary of Fair Values of Performance Stock Units Granted and Assumptions used in Monte Carlo Simulation Pricing Model (Detail) - Performance Stock Units [Member] | 12 Months Ended |
Dec. 31, 2021 $ / shares | |
2021 Grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Risk-free interest rate | 0.40% |
Expected volatility | 90% |
Expected term (in years) | 3 years |
2019 Grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated fair values of performance stock units granted | $ 7.06 |
Risk-free interest rate | 1.71% |
Expected volatility | 75% |
Expected term (in years) | 3 years |
At Least Twelve Per Share [Member] | 2021 Grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated fair values of performance stock units granted | $ 2.16 |
At Least Fifteen Per Share Member | 2021 Grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated fair values of performance stock units granted | 1.89 |
At Least Twenty Per Share Member | 2021 Grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated fair values of performance stock units granted | $ 1.55 |
Share Based Compensation- Summa
Share Based Compensation- Summary Of Share Based Compensation Performance Shares Award Outstanding Activity (Detail) - Performance Stock Units [Member] | 9 Months Ended |
Sep. 30, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding as of December 31, 2021: | 745,000 |
Issued | 530,000 |
Forfeited/canceled | (145,000) |
Exercised | 0 |
Outstanding as of September 30, 2022: | 1,130,000 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
United States statutory rate | 21% | 21% | 21% |
State tax, net of federal benefit | 1% | 4.20% | 1% |
Stock-based compensation | (0.70%) | (0.50%) | (1.60%) |
Officer compensation | 1.50% | (1.00%) | (1.30%) |
Deferred rate change | 0% | 0% | 0% |
R&D credit | 1.40% | 0.80% | 1.80% |
PPP Loan | 1.10% | 0% | 0% |
Other | 0.10% | (0.10%) | 0.30% |
Change in valuation allowance | (25.40%) | (24.40%) | (21.20%) |
Effective income tax rate | 0% | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Net operating losses | $ 38,671 | $ 33,392 | $ 24,852 |
Stock-based compensation | 2,724 | 2,531 | 3,637 |
Financing lease obligations | 3,820 | 4,574 | 4,640 |
Tax credit carry forwards | 3,210 | 2,577 | 2,106 |
Compensation | 514 | 339 | 97 |
Derivative liability | 0 | 703 | 0 |
Other | 143 | 391 | 307 |
Gross deferred tax assets | 49,082 | 44,507 | 35,639 |
Less valuation allowance | (45,369) | (39,898) | (30,888) |
Net deferred tax assets | 3,713 | 4,609 | 4,751 |
Fixed assets | (3,667) | (4,609) | (4,746) |
Other | (46) | 0 | (5) |
Gross deferred tax liabilities | (3,713) | (4,609) | (4,751) |
Net deferred tax asset or liability | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards | $ 228,500 |
Income tax operating loss carryforwards not expired | 131,300 |
Income tax operating loss carryforwards, expire between 2032 and 2037 | 41,900 |
Liability for uncertain tax positions | $ 0 |
Earliest Tax Year [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers expiration year | 2028 |
Latest Tax Year [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers expiration year | 2041 |
State and Local Jurisdiction [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards | $ 55,200 |
State and Local Jurisdiction [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers | $ 1,100 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2027 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2041 |
Federal [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards | $ 173,300 |
Federal [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers | $ 2,300 |
Federal [Member] | Earliest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2032 |
Federal [Member] | Latest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2037 |
Leases, Commitments, and Cont_3
Leases, Commitments, and Contingencies - Additional Information (Detail) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 USD ($) ft² | Dec. 31, 2021 USD ($) ft² | Dec. 31, 2017 USD ($) | Dec. 31, 2020 USD ($) | Dec. 31, 2019 USD ($) | |
Other Commitments [Line Items] | |||||
Lease term | 20 years | ||||
Number of lease extension options | 4 | ||||
Extension term of lease agreement | 5 years | ||||
Proceeds from sale of land and uncompleted facility | $ 7,000 | ||||
Percentage of annual base rent | 8% | ||||
Increase in percentage of annual base rent on the sixth, eleventh and sixteenth anniversaries | 7.50% | ||||
Annual base rent | $ 1,400 | ||||
Restricted cash | 499 | $ 393 | $ 388 | ||
Roseville, MN Lease [Member] | |||||
Other Commitments [Line Items] | |||||
Lessee, Operating Lease, Remaining Lease Term | 15 years 7 months 6 days | ||||
Maximum [Member] | Roseville, MN Lease [Member] | |||||
Other Commitments [Line Items] | |||||
Lessee, Operating Lease, Remaining Lease Term | 5 years | ||||
Cellectis [Member] | |||||
Other Commitments [Line Items] | |||||
Minimum net worth required | $ 300,000 | $ 300,000 | |||
Cellectis [Member] | Maximum [Member] | |||||
Other Commitments [Line Items] | |||||
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50% | 50% | |||
Corporate Headquarters [Member] | |||||
Other Commitments [Line Items] | |||||
Office and lab building area | ft² | 38,000 | 44,000 | |||
Option to extend | true | ||||
Option to extend, description | The lease has a term of twenty years with four options to extend its term for five years each subject to there being no default under the lease terms beyond any cure period and the Company occupying the property at the time of extension. | ||||
Equipment [Member] | |||||
Other Commitments [Line Items] | |||||
Option to extend | true | ||||
Restricted cash | $ 200 | $ 600 | |||
Aggregate payments for equipment financing | $ 600 | ||||
Financing arrangement payment period | 21 months |
Leases, Commitments, and Cont_4
Leases, Commitments, and Contingencies - Summary of Rent Expense from Operating Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Leases, Rent Expense, Net [Abstract] | |||
Rent expense from operating leases | $ 46 | $ 83 | $ 117 |
Leases, Commitments, and Cont_5
Leases, Commitments, and Contingencies - Schedule of Noncancelable Future Lease Commitments (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
2024 | $ 1,479 | |
Noncancelable Operating Leases [Member] | ||
2022 | $ 12 | |
2023 | 0 | |
2024 | 0 | |
2025 | 0 | |
2026 | 0 | |
After fiscal 2027 | 0 | |
Total noncancelable future lease commitments | 12 | |
Noncancelable Capital Leases [Member] | ||
2022 | 1,708 | |
2023 | 1,552 | |
2024 | 1,487 | |
2025 | 1,487 | |
2026 | 1,481 | |
After fiscal 2027 | 18,470 | |
Total noncancelable future lease commitments | $ 26,185 |
Leases, Commitments, and Cont_6
Leases, Commitments, and Contingencies - Schedule Of Impact Of Adoption Of The Standard On Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Assets | ||||
Land, buildings, and equipment | $ 4,859 | $ 21,731 | $ 22,860 | |
Operating lease right-of-use assets | 13,736 | 0 | ||
Liabilities and stockholders' equity | ||||
Current portion of financing lease obligations | 120 | 370 | 364 | |
Other current liabilities | 397 | 191 | 45 | |
Financing lease obligations | 0 | 17,506 | 17,876 | |
Operating lease obligations | 13,550 | 0 | ||
Accumulated deficit | $ (209,314) | (196,092) | $ (166,893) | |
Accounting Standards Update 2016-02 [Member] | ||||
Assets | ||||
Operating lease right-of-use assets | $ 14,100 | |||
Liabilities and stockholders' equity | ||||
Operating lease obligations | $ 14,100 | |||
Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | Accounting Standards Update 2016-02 [Member] | ||||
Assets | ||||
Land, buildings, and equipment | 5,188 | |||
Operating lease right-of-use assets | 14,090 | |||
Total assets | 19,278 | |||
Liabilities and stockholders' equity | ||||
Current portion of financing lease obligations | 366 | |||
Other current liabilities | 467 | |||
Financing lease obligations | 135 | |||
Operating lease obligations | 13,814 | |||
Accumulated deficit | (195,260) | |||
Total liabilities and stockholders' equity | (180,478) | |||
Previously Reported [Member] | Accounting Standards Update 2016-02 [Member] | ||||
Assets | ||||
Land, buildings, and equipment | 21,731 | |||
Operating lease right-of-use assets | 0 | |||
Total assets | 21,731 | |||
Liabilities and stockholders' equity | ||||
Current portion of financing lease obligations | 370 | |||
Other current liabilities | 191 | |||
Financing lease obligations | 17,506 | |||
Operating lease obligations | 0 | |||
Accumulated deficit | (196,092) | |||
Total liabilities and stockholders' equity | (178,025) | |||
Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | Accounting Standards Update 2016-02 [Member] | ||||
Assets | ||||
Land, buildings, and equipment | (16,543) | |||
Operating lease right-of-use assets | 14,090 | |||
Total assets | (2,453) | |||
Liabilities and stockholders' equity | ||||
Current portion of financing lease obligations | (4) | |||
Other current liabilities | 276 | |||
Financing lease obligations | (17,371) | |||
Operating lease obligations | 13,814 | |||
Accumulated deficit | 832 | |||
Total liabilities and stockholders' equity | $ (2,453) |
Leases, Commitments, and Cont_7
Leases, Commitments, and Contingencies - Summary of Non Cancellable Operating Leases (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Disclosure of Non Cancellable Operating Leases [Line Items] | |
Right-of-Use Asset | $ 13,734 |
Roseville, MN Lease [Member] | |
Disclosure of Non Cancellable Operating Leases [Line Items] | |
Remaining Term (years) | 15 years 7 months 6 days |
Right-of-Use Asset | $ 13,734 |
Leases, Commitments, and Cont_8
Leases, Commitments, and Contingencies - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Lease, Cost [Abstract] | ||
Finance Lease cost | $ 57 | $ 73 |
Operating lease cost | 381 | 1,174 |
Variable lease cost | 260 | 717 |
Total | $ 698 | $ 1,964 |
Leases, Commitments, and Cont_9
Leases, Commitments, and Contingencies - Summary of Other Information Related to Leases (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows, Operating | $ 205 |
Operating cash flows, Financing | 0 |
Financing cash flows, Operating | 0 |
Financing cash flows, Financing | $ 353 |
Operating Lease, Weighted average remaining lease term (years) | 15 years 7 months 6 days |
Finance Lease, Weighted average remaining lease term (years) | 7 months 6 days |
Operating Lease, Weighted average discount rate | 7.90% |
Finance Lease, Weighted average discount rate | 8.10% |
Leases, Commitments, and Con_10
Leases, Commitments, and Contingencies - Summary of Future Minimum Rental Payments (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Schedule of Future Minimum Rental Payments [Abstract] | |
Operating, Remainder of 2022 | $ 345 |
Operating, 2023 | 1,446 |
Operating, 2024 | 1,480 |
Operating, 2025 | 1,479 |
Operating, 2026 | 1,479 |
Operating, 2027 | 1,479 |
Operating, Thereafter | 16,991 |
Total Operating | 24,699 |
Operating, Less: imputed interest | (10,814) |
Total | 13,885 |
Financing, Remainder of 2022 | 25 |
Financing, 2023 | 100 |
Financing, 2024 | 0 |
Financing, 2025 | 0 |
Financing, 2026 | 0 |
Financing, 2027 | 0 |
Financing, Thereafter | 0 |
Total Financing | 125 |
Financing, Less: imputed interest | (5) |
Total | 120 |
Remainder of 2022 | 370 |
2023 | 1,546 |
2024 | 1,480 |
2025 | 1,479 |
2026 | 1,479 |
2027 | 1,479 |
Thereafter | 16,991 |
Total | 24,824 |
Less: imputed interest | (10,819) |
Total | $ 14,005 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Compensation Related Costs [Abstract] | |
Defined contribution plan description | The Company provides a 401(k) defined contribution plan for all regular full-time employees who have completed two months of service. |
Employee Benefit Plan - Summary
Employee Benefit Plan - Summary of Defined Contribution Plan (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Retirement Benefits [Abstract] | |||
Employee benefit plan expenses | $ 274 | $ 309 | $ 228 |
Supplemental Information - Summ
Supplemental Information - Summary of Certain Balance Sheet Amounts (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Accounts Receivable: | |||||
Accounts receivable | $ 0 | $ 4,317 | |||
Allowance for doubtful accounts | 0 | 0 | |||
Total | 0 | 4,887 | |||
Inventory: | |||||
Raw materials | 0 | 1,383 | |||
Total | 0 | 1,383 | |||
Total land, buildings, and equipment | 29,459 | 28,406 | |||
Less accumulated depreciation and amortization | (7,728) | (5,546) | |||
Total | $ 4,859 | 21,731 | 22,860 | ||
Cash and cash equivalents | 7,031 | 13,823 | 17,299 | $ 58,610 | |
Restricted cash | $ 100 | 174 | 499 | 393 | |
Non-current restricted cash | 0 | 99 | 597 | 1,040 | |
Total | $ 7,205 | 14,421 | 29,987 | $ 60,038 | |
Land Under Capital Lease [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 5,690 | 5,690 | |||
Buildings [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 804 | 650 | |||
Buildings Under Capital Lease [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 3,812 | 3,812 | |||
Leasehold Improvements [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 215 | 160 | |||
Leasehold Improvements Under Capital Lease [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 10,023 | 10,023 | |||
Office Furniture and Equipment [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 5,409 | 4,813 | |||
Office Furniture and Equipment Under Capital Lease [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 1,788 | 1,788 | |||
Computer Equipment and Software [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 831 | 83 | |||
Construction in Progress [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 849 | 1,329 | |||
Vehicles [Member] | |||||
Inventory: | |||||
Total land, buildings, and equipment | 38 | 58 | |||
Growers [Member] | |||||
Accounts Receivable: | |||||
Accounts receivable | $ 0 | $ 570 |
Supplemental Information - Su_2
Supplemental Information - Summary of Components of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disaggregation Of Revenue [Line Items] | |||||||
Revenue | $ 42 | $ 7,762 | $ 115 | $ 24,044 | $ 25,987 | $ 23,851 | $ 7,296 |
Soybean Grain [Member] | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Revenue | 25,930 | 12,976 | 0 | ||||
Soybean Meal [Member] | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Revenue | 0 | 8,628 | 5,604 | ||||
Soybean Oil [Member] | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Revenue | 0 | 2,220 | 1,685 | ||||
Other [Member] | |||||||
Disaggregation Of Revenue [Line Items] | |||||||
Revenue | $ 57 | $ 27 | $ 7 |
Supplemental Information - Su_3
Supplemental Information - Summary of Certain Statements of Operations Amounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Stock-based compensation expenses | $ 1,035 | $ 1,236 | $ 2,890 | $ 865 | $ 2,090 | $ 4,971 | $ 9,175 |
Interest expense | (57) | (356) | (73) | (1,075) | (1,431) | (1,435) | (1,490) |
Interest income | 31 | 0 | 44 | 16 | 17 | 557 | 1,600 |
Common stock warrants - financing costs amortization | (21) | 0 | (51) | 0 | |||
Total | (47) | (356) | (80) | (1,059) | (1,414) | (878) | 110 |
Research and Development [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Stock-based compensation expenses | 210 | 252 | 620 | 1,061 | 1,465 | 1,132 | 2,190 |
Selling, General, and Administrative [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||||||
Stock-based compensation expenses | $ 825 | $ 984 | $ 2,270 | $ (196) | $ 625 | $ 3,839 | $ 6,985 |
Supplemental Information - Su_4
Supplemental Information - Summary of Components of Interest, Net (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Condensed Financial Information Disclosure [Abstract] | |||||||
Interest expense | $ (57) | $ (356) | $ (73) | $ (1,075) | $ (1,431) | $ (1,435) | $ (1,490) |
Interest income | 31 | 0 | 44 | 16 | 17 | 557 | 1,600 |
Total | $ (47) | $ (356) | $ (80) | $ (1,059) | $ (1,414) | $ (878) | $ 110 |
Supplemental Information - Su_5
Supplemental Information - Summary of Statements of Certain Statements of Cash Flows Amounts (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Condensed Financial Information Disclosure [Abstract] | ||||||
Cash and cash equivalents | $ 7,031 | $ 13,823 | $ 17,299 | $ 58,610 | ||
Restricted cash | 499 | 393 | 388 | |||
Non-current restricted cash | 0 | 99 | 597 | 1,040 | ||
Cash, cash equivalents, and restricted cash | 7,205 | $ 14,913 | 14,421 | 18,289 | 60,038 | $ 95,288 |
Short-term investments | 0 | 11,698 | 0 | |||
Total | 7,205 | 14,421 | 29,987 | 60,038 | ||
Interest paid | 67 | 1,072 | 1,425 | 1,455 | 1,472 | |
Receivable from Jefferies for shares issued under ATM Facility | (260) | 0 | 260 | |||
Non-cash additions to land, buildings, and equipment | 687 | 0 | $ 691 | $ 0 | $ 414 | |
Cumulative effect of adoption of lease accounting standard on stockholders' equity | 832 | 0 | ||||
Establishment of right-to-use assets and associated operating lease liabilities | $ 14,090 | $ 0 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021 Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Apr. 19, 2020 | |
Debt Instrument [Line Items] | |||||||||
Gain on extinguishment of loan | $ 0 | $ 0 | $ 0 | $ 1,528 | $ 1,528 | $ 0 | $ (39,673) | ||
Paycheck Protection Program Loan CARES Act [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Loan, face amount | $ 1,500 | ||||||||
Forgiveness eligibility description | In order to be eligible for forgiveness, the proceeds of the PPP loan were required to be applied to certain eligible expenses, including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, with not more than 40 percent of the amount applied to non-payroll costs. | ||||||||
Description of loan forgiveness status | The Company applied the proceeds from the PPP loan toward qualifying expenses. On October 21, 2020, as modified December 29, 2020, the Company applied for forgiveness of the full principal amount and all accrued interest. On April 8, 2021, the Company was notified by the SBA that the full principal amount and all accrued interest of the PPP loan had been forgiven. Accordingly, the Company recognized a gain upon the extinguishment of the PPP loan for $1.5 million during the second quarter of 2021. | ||||||||
Gain on extinguishment of loan | $ 1,500 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Restructuring Costs [Abstract] | |||||
Stock-based compensation | $ 2,890 | $ 865 | $ 2,090 | $ 4,971 | $ 9,175 |
Soybean Products [Member] | |||||
Restructuring Costs [Abstract] | |||||
Severance and other charges | 400 | $ 700 | |||
Stock-based compensation | $ 900 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) $ in Thousands | Nov. 30, 2022 USD ($) |
Subsequent Event [Line Items] | |
Litigation settlement, amount awarded from other party | $ 750 |
Subsequent Event [Member] | |
Subsequent Event [Line Items] | |
Litigation settlement, amount awarded from other party | $ 750 |