Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 25, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K/A | ||
Amendment Flag | true | ||
Amendment Description | Marrone Bio Innovations, Inc. (the “Company,” “we,” or “our”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (the “Original Filing”) with the Securities and Exchange Commission (the “SEC”) on March 30, 2022. The Company filed the Amendment No. 1 to the Original Form 10-K solely for the purpose of providing the Part III information (the “First Amendment”). The Company is now filing this Amendment No. 2 to the Original Form 10-K (the “Second Amendment”) solely to correct errors in (i) the report titled “Report of Independent Registered Public Accounting Firm” contained in Part II, Item 8 “Consolidated Financial Statements and Supplementary Data” of the Form 10-K (the “Audit Report”) and (ii) Exhibit 23.1 “Independent Registered Public Accounting Firm’s Consent” (the “Consent”). The original Audit Report and original Consent had omitted the conformed signature of the independent registered public accounting firm. | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2021 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity File Number | 001-36030 | ||
Entity Registrant Name | Marrone Bio Innovations, Inc. | ||
Entity Central Index Key | 0001441693 | ||
Entity Tax Identification Number | 20-5137161 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Address, Address Line One | 7780-420 Brier Creek Parkway | ||
Entity Address, City or Town | Raleigh | ||
Entity Address, State or Province | NC | ||
Entity Address, Postal Zip Code | 27617 | ||
City Area Code | (530) | ||
Local Phone Number | 750-2800 | ||
Title of 12(b) Security | Common Stock, $0.00001 par value | ||
Trading Symbol | MBII | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 105,751,347 | ||
Entity Common Stock, Shares Outstanding | 182,274,641 | ||
Documents Incorporated by Reference [Text Block] | None | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum, LLP | ||
Auditor Location | San Francisco, CA |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 19,623,000 | $ 15,841,000 |
Accounts receivable | 13,211,000 | 10,113,000 |
Inventories | 8,633,000 | 6,618,000 |
Prepaid expenses and other current assets | 1,211,000 | 1,688,000 |
Total current assets | 42,678,000 | 34,260,000 |
Property, plant and equipment, net | 12,676,000 | 12,565,000 |
Right of use assets, net | 3,637,000 | 3,760,000 |
Intangible assets, net | 19,011,000 | 21,383,000 |
Goodwill | 6,740,000 | 6,740,000 |
Restricted cash | 1,560,000 | 1,560,000 |
Other assets | 754,000 | 929,000 |
Total assets | 87,056,000 | 81,197,000 |
Current liabilities: | ||
Accounts payable | 2,687,000 | 1,895,000 |
Accrued liabilities | 14,851,000 | 11,650,000 |
Deferred revenue, current portion | 360,000 | 374,000 |
Lease liability, current portion | 1,381,000 | 1,008,000 |
Debt, current portion, net | 25,909,000 | 9,301,000 |
Total current liabilities | 45,188,000 | 24,228,000 |
Deferred revenue, less current portion | 1,165,000 | 1,628,000 |
Lease liability, less current portion | 2,511,000 | 3,050,000 |
Debt, less current portion, net | 7,691,000 | 11,479,000 |
Debt due to related parties | 7,300,000 | |
Other liabilities | 848,000 | 2,102,000 |
Total liabilities | 57,403,000 | 49,787,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.00001 par value; 20,000 shares authorized and no shares issued or outstanding at December 31, 2021 and 2020 | ||
Common stock: $0.00001 par value; 250,000 shares authorized, 182,224 and 167,478 shares issued and outstanding as of December 31, 2021 and 2020, respectively | 1,000 | 1,000 |
Additional paid in capital | 387,023,000 | 372,226,000 |
Accumulated deficit | (357,371,000) | (340,817,000) |
Total stockholders’ equity | 29,653,000 | 31,410,000 |
Total liabilities and stockholders’ equity | $ 87,056,000 | $ 81,197,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 182,224,000 | 167,478,000 |
Common stock, shares outstanding | 182,224,000 | 167,478,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Total revenues | $ 44,310 | $ 38,374 |
Cost of product revenues | 17,064 | 15,505 |
Gross profit | 27,246 | 22,869 |
Operating Expenses: | ||
Research, development and patent | 12,077 | 11,330 |
Selling, general and administrative | 30,573 | 28,734 |
Total operating expenses | 42,650 | 40,064 |
Loss from operations | (15,404) | (17,195) |
Other income (expense): | ||
Interest expense | (1,570) | (1,443) |
Loss on modification of warrants | (72) | |
Loss on issuance of new warrants | (1,391) | |
Change in fair value of contingent consideration | 639 | (445) |
Other income, net | (174) | 407 |
Total other expense, net | (1,105) | (2,944) |
Net loss before income taxes | (16,509) | (20,139) |
Income tax expense | (45) | (29) |
Net Loss | $ (16,554) | $ (20,168) |
Basic and diluted net loss per common share: | $ (0.09) | $ (0.14) |
Weighted-average shares outstanding used in computing basic and diluted net loss per common share: | 174,832 | 148,892 |
Product [Member] | ||
Revenues: | ||
Total revenues | $ 43,812 | $ 37,915 |
License [Member] | ||
Revenues: | ||
Total revenues | $ 498 | $ 459 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholder's Equity - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2019 | $ 1 | $ 344,206 | $ (320,649) | $ 23,558 |
Beginning balance, shares at Dec. 31, 2019 | 139,526 | |||
Net loss | (20,168) | (20,168) | ||
Net settlement of options | 108 | 108 | ||
Net settlement of options, shares | 100 | |||
Share-based compensation | 3,595 | 3,595 | ||
Employee stock purchase plan | 254 | 254 | ||
Employee stock purchase plan, shares | 268 | |||
Settlement of restricted stock units | ||||
Settlement of restricted stock units, shares | 657 | |||
Issuance of restricted stock units in lieu of bonus payments | 632 | 632 | ||
Financing costs | (104) | (104) | ||
Exercise of warrants | 22,072 | 22,072 | ||
Exercise of warrants, shares | 26,927 | |||
Modification of existing warrants | 1,463 | 1,463 | ||
Ending balance, value at Dec. 31, 2020 | $ 1 | 372,226 | (340,817) | 31,410 |
Ending balance, shares at Dec. 31, 2020 | 167,478 | |||
Net loss | (16,554) | (16,554) | ||
Net settlement of options | 87 | 87 | ||
Net settlement of options, shares | 79 | |||
Share-based compensation | 3,351 | 3,351 | ||
Employee stock purchase plan | 287 | 287 | ||
Employee stock purchase plan, shares | 312 | |||
Settlement of restricted stock units | ||||
Settlement of restricted stock units, shares | 1,195 | |||
Issuance and settlement of restricted stock units in lieu of bonus payments, net | 348 | 348 | ||
Issuance and settlement of restricted stock units in lieu of bonus payments, net, shares | 188 | |||
Exercise of warrants | 9,720 | 9,720 | ||
Exercise of warrants, shares | 12,414 | |||
Issuance of common stock in settlement of contingent consideration | 1,004 | 1,004 | ||
Issuance of common stock in settlement of contingent consideration, shares | 558 | |||
Ending balance, value at Dec. 31, 2021 | $ 1 | $ 387,023 | $ (357,371) | $ 29,653 |
Ending balance, shares at Dec. 31, 2021 | 182,224 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash flows from operating activities | ||
Net loss | $ (16,554) | $ (20,168) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,531 | 3,558 |
Gain on disposal of equipment | (9) | |
Change in inventory reserves | (35) | (139) |
Right of use assets amortization | 1,036 | 807 |
Share-based compensation | 3,351 | 3,595 |
Non-cash interest expense | 179 | 226 |
Loss on modification of warrants | 72 | |
Loss on issuance of new warrants | 1,391 | |
Change in fair value of contingent consideration | (639) | 445 |
Net changes in operating assets and liabilities: | ||
Accounts receivable | (3,098) | (4,188) |
Inventories | (1,980) | 1,670 |
Prepaid Expenses and other assets | 652 | (219) |
Accounts payable | 585 | (1,409) |
Accrued and other liabilities | 4,718 | (148) |
Lease Liability | (1,079) | (825) |
Deferred revenue | (628) | (618) |
Net cash used in operating activities | (9,961) | (15,959) |
Cash flows from investing activities | ||
Payment of consideration in connection with previous asset purchase | (750) | (1,240) |
Purchases of property, plant and equipment | (1,093) | (559) |
Proceeds from sale of equipment | 2 | |
Net cash used in investing activities | (1,843) | (1,797) |
Cash flows from financing activities | ||
Proceeds from issuance of debt | 202 | |
Proceeds from secured borrowings | 43,340 | 40,127 |
Repayment in secured borrowings | (37,476) | (34,790) |
Repayment of debt | (372) | (524) |
Exercise of stock options | 108 | |
Equity offering costs | (104) | |
Net settlement of options | 87 | |
Proceeds from employee stock purchase plan | 287 | 254 |
Exercise of warrants | 9,720 | 22,072 |
Net cash provided by financing activities | 15,586 | 27,345 |
Net increase in cash and cash equivalents and restricted cash | 3,782 | 9,589 |
Cash and cash equivalents and restricted cash, beginning of period | 17,401 | 7,812 |
Cash and cash equivalents and restricted cash, end of period | 21,183 | 17,401 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 1,383 | 1,166 |
Cash paid for income taxes | 92 | |
Supplemental disclosure of non-cash investing and financing activities | ||
Property, plant and equipment included in accounts payable and accrued liabilities | 207 | 44 |
Right of use assets (non-cash) acquired | 913 | |
Conversion of accrued liabilities into equity associated with the granting of restricted stock units | 348 | 632 |
Contingent consideration milestone settled in common shares | $ 1,004 |
Summary of Business, Basis of P
Summary of Business, Basis of Presentation | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Business, Basis of Presentation | 1. Summary of Business, Basis of Presentation Marrone Bio Innovations, Inc. (the “Company”), formerly Marrone Organic Innovations, Inc., was incorporated under the laws of the State of Delaware on June 15, 2006 99 The accompanying consolidated financial statements and notes thereto have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (SEC) for Form 10-K and include all of the information and disclosures required by accounting principles generally accepted in the United States of America (GAAP) for financial reporting. Certain amounts in the prior periods’ financial statements and related footnote disclosures have been reclassified to conform to the current presentation with no impact on previously reported net income or stockholders’ equity. The Company makes biological crop protection, plant health and nutrition products. The Company targets the major markets that use conventional chemical products, including certain agricultural markets where its biological products are used as alternatives for, or mixed with, conventional chemical products. The Company also targets new markets for which (i) there are no available conventional chemical products or (ii) the use of conventional chemical products may not be desirable or permissible either because of health and environmental concerns (including for organically certified crops) or because the development of pest resistance has reduced the efficacy of conventional chemical products. The Company delivers EPA-approved and registered biological crop protection products and other biological products that address the global demand for effective, safe and environmentally responsible products. Going Concern, Liquidity, and Management Plans The accompanying consolidated financial statements have been prepared under the assumption that the Company will continue to operate, although there is substantial doubt about its ability to continue as a going concern for 12 months after the issuance of these consolidated financial statements. This assessment contemplates the realization of assets and the settlement of liabilities in the normal course of business. The consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts of liabilities that may result from the Company’s substantial doubt about its ability to continue as a going concern. The Company has a limited number of commercialized products and has incurred significant losses since inception, and expects to continue to incur losses for the foreseeable future. The Company’s historical operating results, including prior periods of negative use of operating cash flows and debt maturities due within the 12 months of the balance sheet date indicate that substantial doubt exists related to the Company’s ability to continue as a going concern for the next 12 months from the date of issuance of these consolidated financial statements. As of December 31, 2021, the Company had a working capital deficit of $ 2,510,000 , including cash and cash equivalents of $ 19,623,000 . In addition, as of December 31, 2021, the Company had consolidated short-term and long-term debt of $ 33,600,000 , for which the underlying debt agreements contain various financial and non-financial covenants, and certain material adverse change clauses. As of December 31, 2021, the Company had a total of $ 1,560,000 of restricted cash relating to these debt agreements. (Refer to Notes 8 of these consolidated financial statements) If the Company breaches covenants contained within the debt agreements or if the material adverse change clauses are triggered, the entire unpaid principal and interest balances would be due and payable upon demand. Without entering into a continuation of its current waiver, which expires March 31, 2023, entering into strategic agreements that include significant cash payments upfront, significantly increasing revenues from sales or raising additional capital through the issuance of equity, the Company expects it will exceed its current ratio and maximum debt-to-worth requirement under the June 2014 Secured Promissory Note with Five Star Bank. Further, a violation of a covenant in one debt agreement will cause the Company to be in violation of certain covenants under each of its other debt agreements. Breach of covenants included in the Company’s debt agreements, which could result in the lenders demanding payment of the unpaid principal and interest balances, will have a material adverse effect upon the Company and would likely require the Company to seek to renegotiate these debt arrangements with the lenders. If such negotiations are unsuccessful, the Company may be required to seek protection from creditors through bankruptcy proceedings. The Company’s inability to maintain compliance with its debt covenants could have a negative impact on the Company’s financial condition and ability to continue as a going concern. The June 2014 Secured Promissory Note contains a material adverse change clause that could be invoked by the lender as a result of the uncertainty related to the Company’s ability to continue as a going concern. If the lender were to declare an event of default, the entire amount of borrowings related to all debt agreements at that time would have to be reclassified as current in the consolidated financial statements. The lender has waived its right to deem recurring losses, liquidity, going concern, and financial condition a material adverse change through March 31, 2023. As a result, the long-term portion of the June 2014 Secured Promissory Note has not been reclassified to current in these consolidated financial statements as of December 31, 2021. The Company believes that its existing cash and cash equivalents of $ 8,793,000 Although the Company recognizes that it will likely need to raise additional funds in the future, there can be no assurance that such efforts will be successful or that, in the event that they are successful, the terms and conditions of such financing will not be unfavorable. Any future equity financing may result in dilution to existing stockholders and any debt financing may include additional restrictive covenants. Any failure to obtain additional financing or to achieve the revenue growth necessary to fund the Company with cash flows from operations will have a material adverse effect upon the Company and will likely result in a substantial reduction in the scope of the Company’s operations and impact the Company’s ability to achieve its planned business objectives. The actions discussed above cannot be considered to mitigate the substantial doubt raised by its historical operating results and satisfying its estimated liquidity needs for 12 months from the issuance of these consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes that the assumptions and estimates associated with the Company’s forecast used in its going concern, goodwill and contingent consideration assessments, revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize for those transactions with variable considerations and inventory valuation, have the greatest potential impact on the consolidated financial statements. Therefore, the Company considers these estimates to be its significant estimates. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, accounts receivable and debt. The Company deposits its cash and cash equivalents with high credit quality domestic financial institutions with locations in the U.S and globally. Such deposits may exceed federal deposit insurance or foreign deposit guarantee funds limits. The Company believes the financial risks associated with these financial instruments are minimal. The Company’s customer base is dispersed across many different geographic areas, and currently most customers are pest management distributors in the U.S. Generally, receivables are due up to 120 During the years ended December 31, 2021 and 2020, 22 24 The Company’s principal sources of revenues were its Grandevo, Regalia, UBP ST, and Venerate product lines for the years ended December 31, 2021 and 2020, accounting for 77 % and 85 %, respectively, of the Company’s total revenues. Customers to which 10% or more of the Company’s total revenues are attributable for any one of the periods presented consist of the following: Schedule of Significant Customer's Revenues and Account Receivable Percentage CUSTOMER A B C Twelve months ended December 31, 2021 20 % 14 % 14 % 2020 22 % 13 % 13 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either December 31, 2021 or 2020, consist of the following: CUSTOMER A B C D December 31, 2021 39 % 13 % 10 % 1 % December 31, 2020 49 % 4 % - % 14 % Concentrations of Supplier Dependence The active ingredient in the Company’s Regalia product line is derived from the giant knotweed plant, which the Company obtains from China. The Company currently relies on one supplier for this plant. Such single supplier acquires raw knotweed from numerous regional sources and performs an extraction process on this plant, creating a dried extract that is shipped to the Company’s manufacturing plant . While the Company does not have a long-term supply contract with this supplier, the Company does have a long-term business relationship with this supplier. The Company endeavors to keep 6 to 12 months of knotweed extract on hand at any given time, but an unexpected disruption in supply, including disruptions resulting from the COVID-19 pandemic, could have an effect on Regalia supply and revenues. Although the Company has identified additional sources of raw knotweed, there can be no assurance that the Company will continue to be able to obtain dried extract from China at a competitive price. The Company continues to rely on third parties to formulate Grandevo into spray-dried powders, for the majority of its Venerate and Majestene/Zelto products and all of its production of Stargus and Haven, and from time to time, third-party manufacturers for supplemental production capacity to meet excess seasonal demand and for packaging. The Company’s products have been produced in quantities, and on timelines, sufficient to meet commercial demand and for the Company to satisfy its delivery schedules. However, the Company’s dependence upon others for the production of a portion of its products, or for a portion of the manufacturing process, may adversely affect its ability to satisfy demand and meet delivery obligations, as well as to develop and commercialize new products, on a timely and competitive basis. The Company has not entered into any long-term manufacturing or supply agreements for any of its products, and it may need to enter into additional agreements for the commercial development, manufacturing and sale of its products. There can be no assurance that it can do so on favorable terms, if at all. Pro Farm products are currently partially sourced by suppliers from one manufacturing plant in Russia, in which the Company owns a 12 Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit, money market funds and certificates of deposit accounts with U.S. and global financial institutions. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash and cash equivalents balances with financial institutions are in excess of amounts that are insured including for amounts held at U.S. by the Federal Deposit Insurance Corporation and in Finland by the Deposit Guarantee Fund. The Company has not experienced any losses on these deposits. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows (in thousands): Schedule of Cash, Cash Equivalents and Restricted Cash DECEMBER 31, DECEMBER 31, 2021 2020 Cash and cash equivalents $ 19,623 $ 15,841 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 21,183 $ 17,401 Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its June 2014 Secured Promissory Note (refer to Note 8 of the consolidated financial statements). Accounts Receivable The carrying value of the Company’s receivables represents their estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. During the years ended December 31, 2021 and 2020, the Company did not have any material receivables balances written off. As of December 31, 2021 and 2020, the Company had $ 58,000 and no allowance for doubtful accounts, respectively. Inventories Inventories are stated at the lower of cost or market value (net realizable value or replacement cost) and include the cost of material and external and internal labor and manufacturing costs. Cost is determined on the first-in, first-out basis. The Company provides for inventory reserves when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels or other factors. Additionally, the Company provides reserves for excess and slow-moving inventory on hand that is not expected to be sold to reduce the carrying amount of excess and slow-moving inventory to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. Inventories, net consist of the following (in thousands): Schedule of Inventories, Net DECEMBER 31, DECEMBER 31, 2021 2020 Raw materials $ 3,311 $ 2,487 Work in progress 671 987 Finished goods 4,651 3,144 Inventory $ 8,633 $ 6,618 During the year ended December 31, 2021, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $ 422,000 578,000 During the year ended December 31, 2020, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $ 387,000 1,770,000 Right of Use Assets and Lease Liabilities The Company determines if an arrangement includes a lease at the inception of the agreement and the right-of-use asset and lease liability is determined at the lease commencement date and is based on the present value of estimated lease payments. The Company’s lease agreements contain both fixed and variable lease payments, none of which are based on a rate or an index. Fixed lease payments are included in the determination of the right-of-use asset and lease liability. Variable lease payments that are not based on a rate or index are expensed when incurred. The present value of estimated lease payments is determined utilizing the rate implicit in the lease agreement if that rate can be determined. If the implicit rate cannot be determined, the present value of estimated lease payments is determined utilizing the Company’s incremental borrowing rate. The incremental borrowing rate is determined at the lease commencement date and is estimated utilizing similar or collateralized borrowing instruments adjusted for the terms of leasing arrangement as necessary. Some of the leases include an option to renew that can extend the lease term. For those leases which are reasonably certain to be renewed, the Company included the renewal period in the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. Impairment of Long-Lived Assets Impairment losses related to long-lived assets are recognized in the event the net carrying value of such assets is not recoverable and exceeds fair value. The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). If the carrying amount of a long-lived asset (asset group) is considered not recoverable, the impairment loss is measured as the amount by which the carrying value of the asset or asset group exceeds its estimated fair value. Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives. The Company generally uses the following estimated useful lives for each asset category: Summary of Property, Plant and Equipment Estimated Useful Lives ASSET CATEGORY ESTIMATED USEFUL LIFE Building 30 Computer equipment 2 3 Machinery and equipment 3 20 Office equipment 3 5 Furniture 3 5 Leasehold improvements Shorter of lease term or useful life Software 3 Maintenance, repairs and minor renewals are expensed as incurred. Expenditures that substantially increase an asset’s useful life are capitalized. The Company did not recognize any amounts related to impairment for the years ended December 31, 2021 and 2020. Intangible Assets Intangible assets are acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. Summary of Intangible Assets Estimated Useful Lives ASSET CATEGORY ESTIMATED USEFUL LIFE Customer Relationship 15 Developed Technology 10 Tradenames 10 15 Non-compete 6 In Process Research and Development 11 The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company’s intangible assets include customer relationships, patents, trademarks, and in process research and development. The Company has not recorded impairment to intangible assets for the years ended December 31, 2021 and 2020. Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Goodwill is reviewed for impairment on an annual basis as of the first day of the Company’s fiscal fourth quarter or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The Company assesses goodwill in accordance with Accounting Standards Codification 350, Intangibles – Goodwill and other Under the income-based approach, the Company determines fair value using a discounted cash flow approach that requires significant judgment with respect to revenue and profitability growth rates, based upon annual budgets and longer-range strategic plans, and the selection of an appropriate discount rates. Under the market-based approach, the Company determines fair value by comparing reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. Fair value estimates employed in our annual impairment review of goodwill were determined using models involving several assumptions. Changes in assumptions could materially impact fair value estimates. Assumptions critical to the Company’s fair value estimates were: (i) discount rates; (ii) projected future revenues and profitability used in the reporting unit; and (iii) projected long-term growth rates used in the derivation of terminal year values. These and other assumptions are impacted by economic conditions and expectations of management and may change in the future based on period specific facts and circumstances. While the Company believes the assumptions used to estimate future cash flows are reasonable, there can be no assurance that the expected future cash flows will be realized. As a result, impairment charges that possibly would have been recognized in earlier periods may not be recognized until later periods if actual results deviate unfavorably from earlier estimates. The use of different assumptions would increase or decrease discounted cash flows or earnings projections and, therefore, could change impairment determinations. For the year ended December 31, 2021, the Company completed a quantitative assessment which did not result in an impairment charge. Fair Value Accounting Standards Codification 820, Fair Value Measurements ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The change in fair value for the reporting period was driven by the result of the unobservable fair value model, a Monte Carlo simulation in a risk-neutral framework assuming Geometric Browning Motion. The most significant input to the model was the estimated results of the Pro Farm subsidiary for the periods specified in the share purchase agreement of 2022 – 2023. The following represents other inputs used in determining the fair value of the contingent consideration liability: Schedule of Fair Value of Derivative Liability DECEMBER 30, DECEMBER 31, 2021 2020 Discount Rate 14.9 % 15.5 % Volatility 47.0 % 45.8 % Credit spread 6.1 % 9.0 % Risk-free rate 0.7 % 0.2 % Discount Rate Estimated Volatility Factor Credit Spread Interest Rate The change in the fair value estimate is recognized in the Company’s consolidated statement of operations in Other Income (expense) under caption Change in fair value of contingent consideration. The contingent consideration will be determined at each reporting period and will be settled with the issuance of the Company’s common shares. Deferred Revenue Under ASC 606, when the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes deferred revenue as net sales after the Company has transferred control of the goods or services to the customer and all revenue recognition criteria are met. The Company’s deferred revenue is broken out as follows: Schedule of Deferred Revenue DECEMBER 31, DECEMBER 31, 2021 2020 Product revenues $ 87 $ 189 Financing costs 477 581 License revenues 961 1,232 Total deferred revenues 1,525 2,002 Less current portion (360 ) (374 ) Long term portion $ 1,165 $ 1,628 Revenue Recognition Under ASC 606, the Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The Company may enter into contracts in which the SSP are different from the amount the Company is entitled to bill the customer. Product revenues consist of revenues generated from sales of the Company’s products to distributors and direct customers, net of rebates and cash discounts. Product Sales. 87,000 189,000 Licenses Revenues. 4,100,000 800,000 Financing Component Revenues. 68,000 32,000 Revenue recognition requires the Company to make a number of estimates that include variable consideration. For example, customers may receive sales or volume-based pricing incentives or receive incentives for providing the Company with marketing-related information. The Company makes estimates surrounding variable consideration and the net impact to revenues. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives and the likelihood that customers will achieve them. In the event estimates related to variable consideration change, the cumulative effect of these changes is recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material. From time to time, the Company offers certain product rebates to its distributors and growers, which are estimated and recorded as reductions to product revenues, and an accrued liability is recorded at the later of when the revenues are recorded, or the rebate is being offered. Contract Assets. Contract Liabilities. Research, Development and Patent Expenses Research and development expenses include payroll-related expenses, field trial costs, toxicology costs, regulatory costs, consulting costs and lab costs. Patent expenses include legal costs relating to the patents and patent filing costs. These costs are expensed to operations as incurred. During the years ended December 31, 2021 and 2020, research and development expenses totaled $ 11,114,000 10,316,000 963,000 1,014,000 Shipping and Handling Costs Amounts billed for shipping and handling are included as a component of product revenues. Related costs for shipping and handling have been included as a component of cost of product revenues. Shipping and handling costs for the year ended December 31, 2021 and 2020 were $ 2,081,000 and $ 1,473,000 , respectively. Advertising The Company expenses advertising costs as incurred and has included these expenses as a component of Selling, General and Administrative costs. Advertising costs for the years ended December 31, 2021 and 2020 were $ 654,000 631,000 Share-Based Compensation The Company recognizes share-based compensation expense for all stock options and restricted stock units granted to employees and directors based on estimated fair values. The Company estimates the fair value of restricted stock units based on the closing bid price of the Company’s common stock on the date of grant. The Company estimates the fair value of stock options on the date of grant using an option-pricing model. The value of the portion of the stock options that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are estimated on the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes-Merton option-pricing model to calculate the estimated fair value of stock options on the measurement date (generally, the date of grant). The required inputs in the option-pricing model include the expected life of the stock options, estimated volatility factor, risk-free interest rate and expected dividend yield. These inputs are subjective and generally require significant judgment. During the years ended December 31, 2021 and 2020, the Company calculated the fair value of stock options granted based on the following assumptions: Fair Value Assumptions of Stock Options DECEMBER 31, DECEMBER 31, 2021 2020 Expected life (years) 5.77 6.08 2.14 6.08 Estimated volatility factor 59.1 63.8 57.9 59.9 Risk-free interest rate 0.58 1.33 0.28 0.96 Expected dividend yield — — Expected Life Share-Based Payment Simplified Method for Plain Vanilla Share Options Estimated Volatility Factor Risk-Free Interest Rate Expected Dividend Yield Estimated Forfeitures Warrants The Company has a number of outstanding warrants. From time to time the terms of the warrants may be exchanged, amended or otherwise modified. Historically, the Company’s warrants have been deemed stand-alone equity instruments and as such changes to the original terms of the warranted have been accounted for a modification under Accounting Standards Codification (“ASC”) 718, Compensation – Stock Based Compensation On April 29, 2020, the Company entered into a warrant exchange agreement (“Warrant Exchange Agreement”) with certain holders of warrants under the August 2015 Senior Secured Promissory Notes, the Securities Purchase Agreement and the Warrant Reorganization Agreement. Pursuant to the Warrant Exchange Agreement, the Company agreed to exchange an aggregate of 45,977,809 warrants (“August 2015 Warrants”, “February 2018 Warrants 1 & 2”, and all “August 2019 Warrants” collectively, “the exchanged warrants”) for 29,881,855 warrants (“April 2020 Warrants”) (refer to Note 9 of the consolidated financial statements). The fair value of the April 2020 Warrants was not greater than the fair values of the exchanged warrants immediately prior to the modification date and therefore had no impact on the Company’s year ended results. The fair value of each exchanged warrants immediately prior to the modification were estimated utilizing either a Black Scholes Merton or Monte Carlo option pricing model. The fair value of each April 2020 Warrants immediately after the modification were estimated utilizing a Black Scholes Merton option pricing model. The following table outlines the range of assumptions utilized in the option pricing models: Schedule of Fair Value Warrant Assumptions on Issuance EXCHANGED APRIL 2020 WARRANTS Contractual life (years) 0.68 3.31 0.38 1.63 Estimated volatility factor 43 52 38 46 Risk-free interest rate 0.14 0.26 0.10 0.19 Expected dividend yield — — Contractual Life. Estimated Volatility Factor. Risk-Free Interest Rate. Expected Dividend Yield. In December 2020, the Company also entered into an amendment (the “Warrant Amendment”) to a previously outstanding warrant to purchase 5,333,333 1,777,778 0.96 1,777,778 1.00 1,777,777 1.04 The fair value of the February 2018 Warrants was greater than the fair values of the exchanged warrants immediately prior to the modification date and therefore the Company recognized $ 72,000 Schedule of Fair Value Warrant Assumptions on Issuance DECEMBER 2020 WARRANTS Contractual life (years) 0.24 0.96 Estimated volatility factor 15 58 Risk-free interest rate 0.10 0.11 Expected dividend yield — Contractual Life. Estimated Volatility Factor. Risk-Free Interest Rate. Expected Dividend Yield. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent that deferred tax assets cannot be recognized under the preceding criteria, the Company establishes valuation allowances, as necessary, to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2021 and 2020, all deferred tax assets, except the deferred tax asset generated during the year related to foreign entities, were fully offset by a valuation allowance. The realization of deferred tax assets is dependent upon future federal, state and foreign taxable income. The Company’s judgments regarding deferred tax assets may change due to future market conditions, as the Company expands into international jurisdictions, due to changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the Company’s deferred tax assets, resulting in a reduction in net income or an increase in net loss in the period in which such determinations are made. The Company recognizes liabilities for uncertain tax positions based upon a two-step process. To the extent that a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the consolidated financial statements. If a tax position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50 no No Foreign Currency The functional currency of the Company’s subsidiary Pro Farm is the U.S. dollar. Assets and liabilities have been converted to the U.S. dollar reporting currency using the exchange rates in effect on the consolidated balance sheet dates. Equity accounts are converted at historical rates, except for the change in retained earnings during the year which is the result of the income statement conversion process. Revenue and expense accounts are converted using the weighted average exchange rate during the period. The cumulative conversion adjustments associated with the net assets of foreign subsidiaries and the Company’s normal operations are recorded in “Other income (expense)” in the consolidated statement of operations in the amounts of $ 0.3 Comprehensive Loss Comprehensive loss represents the net loss for the period adjusted for the results of certain changes to stockholders’ equity that are not reflected in the consolidated statements of operations, if applicable. From time to time the Company is impacted by foreign currency translation in the consolidation of the Company’s subsidiaries. Segment Information The Company is organized as a single operating segment, whereby its chief operating decision maker assesses the performance of and allocates resources to the business as a whole. Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Tax” (“ASU No. 2019-12”), which removed certain exceptions and updated certain provisions related to the accounting for income tax. The provisions of ASU No. 2019-12 are effective for annual reporting periods beginning after December 15, 2020, and interim reporting periods within those annual periods, with early adoption permitted, including adoption in any interim period for public business entities for periods for which consolidated financial statements have not yet been issued or made available for issuance. The Company adopted ASU-No.2019-12, on January 1, 2021 on a modified retrospective basis. The Company has determined that the impact of implementing this new standard on the consolidated financial statements is immaterial given the Company’s current and expected net loss position in future periods. As a result of the implementation no benefit was recognized for federal or state income taxes and no significant adjustments were made into the Company’s income tax provision as of December 31, 2021. Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands the disclosure requirements to enable users of consolidated financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. For public business entities that meet the definition of an SEC filer, ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019, and the guidance is to be applied using the modified-retrospective approach. Earlier adoption is permitted for annual and interim reporting periods beginning after December 15, 2018. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” (“ASU No. 2018-19”), in April 2019, the FASB issued Accounting Standards Update No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update No. 2019-05, Financial Instruments—Credit Losses (Topic 326) (“ASU 2019-05”), in November 2019, the FASB issued Accounting Standards Update No. 2019-10, Financial Instruments—Credit Losses, (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Date (“ASU 2019-10”) and Accounting Standards Update No. 2019-11, Financial Instruments—Credit Losses (“ASU 2019-11”), and in February 2020, the FASB issued Accounting Standards Update No. 2020-02, Financial Instruments—Credit Losses, (Topic 326) and Leases (Topic 842) (“ASU 2020-02”). ASU 2020-02, delayed the effective date for certain entities including entities meeting the SEC’s definition of a Smaller Reporting Company. The Company is currently evaluating ASU 2016-13 and all related ASUs to determine the impact to its consolidated financial statements and related disclosures. The Company does not believe the adoption of ASU 2016-13 will have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Sub Topic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU No. 2020-06”), which removed certain separation models for convertible instruments including no longer separating an embedded conversion features from the host contract that are not required to be accounted for as derivat |
Right of Use Assets and Lease L
Right of Use Assets and Lease Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Right Of Use Assets And Lease Liabilities | |
Right of Use Assets and Lease Liabilities | 3. Right of Use Assets and Lease Liabilities In September 2013 and then amended in April 2014, the Company entered into a lease agreement for approximately 27,300 The initial term of the lease was for a period of 60 months August 2014 60 months 44,000 3 17,400 60 months August 2014 28,000 3 60 months On March 31, 2021 the Company entered into a lease agreement f or appr oximately 4,500 square feet of office and laboratory space located in Helsinki, Finland. The initial term of the lease is for a period of 24 months and requires a 6-month notice prior to termination. The minimum monthly rent is € 9,462 11,096 220,000 ($ 258,000 ) and € 227,000 ($ 266,000 ), respectively. On December 1, 2021 the Company entered into a lease agreement for approximately 2,291 square feet of office space located in Raleigh, North Carolina. The initial term of the lease is for a period of 48 months and includes two option lease extension terms of three years each. The minimum monthly rent is $ 14,000 , subject to increase of no more than 3 % on the anniversary of the lease commencement date . The operating lease resulted in the Company recognizing both a right-of-use asset and lease liability utilizing the stated rate of 5 % in the amounts of $ 614,000 and $ 682,000 , respectively. The Company’s operating leases have remaining terms ranging from less than one year to four years. The leases are for office space and various office equipment. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. As of December 31, 2021, the weighted average incremental borrowing rate and the weighted average remaining lease term for the operating leases held by the Company were 5.76 2.8 The components of lease expense were as follows (in thousands): Schedule of Components of Lease Expense DECEMBER 31, DECEMBER 31, 2021 2020 Operating lease cost $ 1,364 $ 1,149 Short-term lease cost 85 175 Sublease income - (26 ) Total operating lease costs: $ 1,449 $ 1,298 Maturities of lease liabilities for each future calendar year as of December 31, 2021 are as follows (in thousands): Schedule of Maturities of Lease Liabilities OPERATING LEASES 2022 $ 1,556 2023 1,514 2024 1,048 2025 169 2026 - Total lease payments 4,287 Less: imputed interest 395 Total lease obligation 3,892 Less lease obligation, current portion 1,381 Lease obligation, non-current portion $ 2,511 |
Property, Plant and Equipment
Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 4. Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): Schedule of Property, Plant and Equipment DECEMBER 31, DECEMBER 31, 2021 2020 Land $ 1 $ 1 Buildings 6,562 6,562 Computer equipment and software 581 564 Furniture, fixtures and office equipment 393 416 Machinery and equipment 16,829 16,047 Leasehold improvements 2,410 2,410 Construction in progress 891 367 Gross property, plant and equipment 27,667 26,367 Less accumulated depreciation and amortization (14,991 ) (13,802 ) Property, plant and equipment, net $ 12,676 $ 12,565 The Company recognized depreciation and amortization expense of $ 1,189,000 1,210,000 1,011,000 1,024,000 0 23,000 |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | 5. Intangible Assets The Company’s intangible assets consist of the following (in thousands): Schedule of Intangible Assets DECEMBER 31, DECEMBER 31, 2021 2020 Customer Relationships $ 2,219 $ 2,244 Developed Technology 16,362 16,362 Tradenames 3,102 3,106 Non-compete 89 90 In Process Research and Development 2,713 2,713 Gross intangibles 24,485 24,515 Less accumulated amortization (5,474 ) (3,132 ) Intangibles, net $ 19,011 $ 21,383 The Company recognized amortization expense during the year ended December 31, 2021 and 2020 of $ 2,342,000 and $ 2,348,000 . The Company expects to recognize approximately $ 2,341,000 in each of the future periods from 2022 through 2024, $ 2,335,000 in 2025, $ 2,326,000 in 2026 with the remainder to be recognized in periods thereafter. The weighted average life of the intangible assets is 8.9 years. During the year ended December 31, 2021, changes to the Company’s initially recognized intangibles were in connection to the contingent consideration estimate included in the initial recognition of intangible assets associated with the Company’s asset acquisition of the Jet-Ag product lines. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 6. Net Loss per Share Basic net loss per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, restricted stock units, convertible notes, convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share for certain periods as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. The treasury stock method has been applied to determine the dilutive effect of options and warrants. The following table sets forth the potential shares of common stock as of the end of each period presented that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive (in thousands): Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share DECEMBER 31, DECEMBER 31, 2021 2020 Stock options outstanding 12,677 13,380 Warrants to purchase common stock 152 14,534 Restricted stock units outstanding 3,980 4,588 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 54 18 Maximum contingent consideration shares to be issued 5,415 5,972 Anti-dilutive securities excluded from computation of earning per share 22,776 38,990 |
Accrued Liabilities
Accrued Liabilities | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 7. Accrued Liabilities Accrued liabilities consist of the following (in thousands): Schedule of Accrued Liabilities DECEMBER 31, DECEMBER 31, 2021 2020 Accrued compensation $ 3,922 $ 3,495 Accrued warranty costs 440 475 Accrued customer incentives 6,758 4,288 Accrued liabilities, acquisition related 30 1,463 Loan-related fees 707 - Accrued liabilities, other 2,994 1,929 Accrued Liabilities $ 14,851 $ 11,650 Contingent Consideration As of December 31, 2021, the contingent consideration in connection with the Company’s acquisition of Pro Farm was recorded at its fair value. The following table provides a reconciliation of the activity for the contingent consideration measured between the most recent reporting period and as of the balance sheet date based on the fair value using significant inputs including the unobservable inputs (Level 3) (in thousands): Schedule of Liability Measured at Fair Value Using Unobservable Inputs CONTINGENT CONSIDERATION LIABILITY Fair value at December 31, 2029 $ 1,737 Change in estimated fair value recorded of contingent consideration 445 Fair value at December 31, 2020 2,182 Change in estimated fair value recorded of contingent consideration (639 ) Settlement of contingent consideration (1,004 ) Fair value at December 31, 2021 $ 539 The change in fair value for the reporting period was driven by the result of the unobservable fair value model, a Monte Carlo simulation in a risk-neutral framework assuming Geometric Browning Motion. The most significant input to the model was the estimated results of the Pro Farm subsidiary for the periods specified in the share purchase agreement of 2022 – 2023. The change in the fair value estimate is recognized in the Company’s consolidated statement of operations in Other Income (expense) under caption Change in fair value of contingent consideration. Management has not finalized the earned contingent consideration for the fiscal year ended December 31, 2021 which is due before March 31, 2022 to the prior owners of Pro Farm. On June 9, 2021, the Company issued 557,821 of its common shares in connection with the contingent consideration settlement for fiscal year 2020, these common shares had a fair value of $ 1,004,000 . As a result of the fiscal year 2020 contingent consideration settlement, the total maximum amount of contingent consideration shares to be issued in the future is $ 5,415,000 . As of December 31, 2021, the remaining contingent consideration liability recorded in other liabilities on the Company’s consolidated balance sheets is $ 539,000 . |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | 8. Debt Debt, including debt due to related parties, consists of the following (in thousands): Schedule of Debt Including Debt to Related Parties DECEMBER 31, DECEMBER 31, 2021 2020 Secured promissory notes (“October 2012 and April 2013 Secured Promissory Notes”) bearing interest at 8.00 December 31, 2022 $ 3,425 $ 3,425 Secured promissory note (“June 2014 Secured Promissory Note”) bearing interest at prime plus 2 5.25 payable monthly through June 2036 147 166 7,774 8,106 Secured revolving borrowing (“LSQ Financing”) bearing interest at ( 12.80 through March 2022 14,829 8,966 Senior secured promissory notes due to related parties (“August 2015 Senior Secured Promissory Notes”) bearing interest at 8 December 31, 2022 7,300 7,300 Research loan facility (“2018 Research Facility”) bearing interest at 1.00 25 September 2022 38 41 272 283 Debt $ 33,600 $ 28,080 Less debt due to related parties, non-current - (7,300 ) Less current portion (25,909 ) (9,301 ) Debt, non-current $ 7,691 $ 11,479 As of December 31, 2021, aggregate contractual future principal payments on the Company’s debt, including debt due to related parties, are due as follows (in thousands): Schedule of Contractual Future Payments to Related Parties PERIOD ENDING DECEMBER 31, DEBT 2022 $ 22,652 2023 471 2024 491 2025 514 2026 537 Thereafter 5,844 Total future principal payments 30,510 Interest payments included in debt balance (1) 3,275 Total future debt payments $ 33,785 (1) Due to the debt extinguishment requirement, the Company has included both accrued interest and future interest in the debt balance for certain outstanding debt. The fair value of the Company’s outstanding debt obligations, as of December 31, 2021 and as of December 31, 2020 which excludes debt due to related parties was $ 26,300,000 and $ 20,780,000 , respectively. The Company used 5.25 %, the current interest rate, to value the variable rate debt. This debt is classified as Level 3 within the fair value hierarchy. October 2012 and April 2013 Secured Promissory Notes On October 2, 2012, the Company borrowed $ 7,500,000 pursuant to senior notes the “October 2012 Secured Promissory Notes”) with a group of lenders. On April 10, 2013, the Company entered into an amendment to increase, by up to $ 5,000,000 , of which $ 4,950,000 was issued (collectively, the “April 2013 Secured Promissory Notes”), bringing the total amount outstanding under the notes to $ 12,450,000 . On February 5, 2018, the Company converted $ 10,000,000 of the principal amount of indebtedness outstanding under the October 2012 and April 2013 Secured Promissory Notes to an aggregate of 5,714,285 shares of common stock and warrants to purchase 1,142,856 shares of common stock, such that the total amount outstanding under the notes was decreased to $ 2,450,000 , which remains outstanding as of December 31, 2021. As part of the terms of February 5, 2018 conversion, the maturity of the October 2012 and April 2013 Secured Promissory Notes was extended to December 31, 2022 14 8 In conjunction with the conversion, the Company accounted for the partial debt extinguishment under the troubled debt restructuring accounting guidance and as a result, the amount of the debt on the Company’s consolidated balance sheet related to the October 2012 and April 2013 Secured Promissory Notes is $ 3,425,000 2,450,000 Additionally, in conjunction with the terms of the October 2012 Secured Promissory Notes and the April 2013 Secured Promissory Notes, the Company agreed to pay a fee of 7 % of the funded principal amount to the agent that facilitated the financing transactions between the Company and the collective lenders which resulted in payment of 498,000 shares to the Company’s common stock in lieu of a cash. These shares are issuable at the maturity of the note or December 2022 . The Company has included this liability in accrued liabilities. June 2014 Secured Promissory Note In June 2014, the Company borrowed $ 10,000,000 pursuant to a business loan agreement and promissory note (the “June 2014 Secured Promissory Note”) with Five Star Bank (the “Lender”) which bears interest at 5.25 % as of December 31, 2021. The interest rate is subject to change and is based on the prime rate plus 2.00 % per annum. The June 2014 Secured Promissory Note is repayable in monthly payments of $ 65,404 and adjusted from time-to-time as the interest rate changes, with the final payment due in June 2036 . Certain of the Company’s deposit accounts and MMM LLC’s inventories, chattel paper, accounts, equipment and general intangibles have been pledged as collateral for the promissory note. The Company is required to maintain a deposit balance with the Lender of $ 1,560,000 , which is recorded as restricted cash included in non-current assets. The total amount of finance related cost related to this debt initially was $ 304,000 , currently treated as a debt discount and is being amortized over the life of the loan. The Company may prepay 20% of the outstanding principal loan balance each year without penalty. A prepayment fee of 10% will be charged if prepayments exceed 20% in the first year, and the prepayment fee will decrease by 1% each year for the first ten years of the loan. Under this note the Company is required to maintain a current ratio of not less than 1.25-to-1.0, a debt-to-worth ratio of no greater than 4.0-to-1.0 and a loan-to-value ratio of no greater than 70% as determined by Five Star Bank. The Company is also required to comply with certain affirmative and negative covenants under the loan agreement discussed above. In the event of default on the debt, Five Star Bank may declare the entire unpaid principal and interest immediately due and payable. As of December 31, 2021, the Company was not in compliance with all of the required covenants, as such, the Company has obtained a waiver from the lender for the non-compliance through March 31, 2023. The following table reflects the activity under this note: Schedule of Debt Activity 2021 2020 Principal balance, net at January 1, $ 8,106 $ 8,404 Principal payments (785 ) (820 ) Interest 434 503 Debt discount amortization 19 19 Principal balance, net at December 31, 2021 $ 7,774 $ 8,106 August 2015 Senior Secured Promissory Notes On August 20, 2015, the Company entered into a purchase agreement with Ivy Science & Technology Fund, Waddell & Reed Advisors Science & Technology Fund and Ivy Funds VIP Science and Technology, each an affiliate of Waddell & Reed, which was a beneficial owner of more than 5 % of the Company’s common stock through September 2021. Pursuant to the purchase agreement, the Company sold to such affiliates senior secured promissory notes (the “August 2015 Senior Secured Promissory Notes”) in the aggregate principal amount of $ 40,000,000 . Until February 5, 2018, the August 2015 Senior Secured Promissory Notes bear interest at a rate of 8 % per annum payable semi-annually on June 30 or December 31 of each year, commencing on December 31, 2015, with $ 10,000,000 payable three years from the closing, $ 10,000,000 payable four years from the closing and $ 20,000,000 payable five years from the closing. In connection with the note, the Company incurred $ 302,000 in financing-related costs. These costs were recorded as deferred financing costs to be amortized to interest expense over the term of the note. In connection with the August 2015 Senior Secured Promissory Notes, the Company also issued warrants (the “August 2015 Warrants”) to purchase 4,000,000 shares of common stock of the Company. The August 2015 Warrants are immediately exercisable at an exercise price of $ 1.91 per share and may be exercised at a holder’s option at any time on or before August 20, 2023 (subject to certain exceptions). The fair value of the August 2015 Warrants at the date of issuance of $ 4,610,000 was recorded as a discount to the August 2015 Senior Secured Promissory Notes to be amortized to interest expense over the term of the note. The August 2015 Senior Secured Promissory Notes are secured by substantially all the Company’s personal property assets. The agent, acting on behalf of the lenders, shall be entitled to have a first priority lien on the Company’s intellectual property assets, pursuant to intercreditor arrangements with certain of the Company’s existing lenders. The August 2015 Senior Secured Promissory Notes provide for various events of default, including, among others, default in payment of principal or interest, breach of any representation or warranty by the Company or any subsidiary under any agreement or document delivered in connection with the notes, a continued breach of any other condition or obligation under any loan document, certain bankruptcy, liquidation, reorganization or change of control events, the acquisition by any person or persons acting as group, other than the lenders, of beneficial ownership of 40 On February 5, 2018, pursuant to an amendment, the Company converted $ 35,000,000 20,000,000 4,000,000 5,000,000 December 31, 2022 In conjunction with the Waddell Debt Conversion, the Company accounted for the partial debt extinguishment under the troubled debt restructuring accounting guidance which resulted in the Company recording a gain and required all future interest to be recognized as part of the outstanding debt. As a result, the amount of the debt on the Company’s balance sheet related to the August 2015 Senior Secured Promissory Notes is $ 7,300,000 5,000,000 On June 30, 2021, Macquarie Group Limited acquired ownership of the Waddell Investors, which included the Waddell Investors’ investments in the Company, including the August 2015 Senior Secured Promissory Notes. Subsequent to the acquisition of the Waddell Investors by Macquarie Group Limited and as of December 31, 2021, the debt holder’s beneficial owner of the Company’s common stock was less than 5 % and therefore the debt is no longer classified as related party. LSQ Financing On March 24, 2017, the Company entered into an Invoice Purchase Agreement (the “LSQ Financing”) with LSQ Funding Group, L.C. (“LSQ”), pursuant to which LSQ may elect to purchase up to $ 7,000,000 Advances by LSQ may be made at an advance rate of up to 80 On January 7, 2020, the Company entered into a Second Amendment to the Company’s Invoice Purchase Agreement with LSQ. The amendment, among other things, (i) increases the amount in which LSQ may elect to purchase up to $ 20,000,000 7,000,000 90 85 70 60 0.40 0.25 0.020 0.025 0 0.35 0.75 0.75 0.50 In addition to the Amendment, the Company simultaneously entered into an Amended Inventory Financing Addendum (the “Addendum”) with LSQ. The Addendum allows the Company to request an advance up to the lesser of (i) 100% of the Company’s unpaid finished goods inventory; (ii) 65% of the appraised value of the Company’s inventory performed on or on behalf of LSQ; or (iii) $3,000,000. Funds advance under the Addendum are subject to a monthly inventory management fee of 0.5% on the average monthly inventory funds available and a daily interest rate of 0.025%. 4,500,000 There was $ 14,829,000 and $ 8,966,000 , respectively, in outstanding balance under the LSQ Financing as of December 31, 2021 and 2020. As of December 31, 2021 and 2020, the Company had $ 12,354,000 and $ 7,254,000 , respectively included in accounts receivable that were transferred under this arrangement. September 2018 Research Facility In September 2018, the Company’s subsidiary Pro Farm entered into a research loan facility under the Finnish Government Innovation Funding initiative with the Innovation Centre Business Finland, in the amount of $ 326,000 (€ 282,000 ) and subsequently drew down $ 94,000 (€ 80,000 ) and $ 232,000 (€ 158,000 ), respectively, in September 2018 and November 2020 in connection with research and development costs. The note bears interest at 3 % below the reference rate for Finnish Government Aid, with a minimum of 1 % interest annually. The current effective interest rate as of December 31, 2021 is 1.00 %. The loan facility requires repayment in increments of 25 % on each of the anniversary date of the loan after the third anniversary of the loan execution date as such the balance of the loan has been classified as long-term. The terms of the loan facility allow for partial debt forgiveness if so determined by the State Council for the Financing of Research, Development and Innovation at the lender’s discretion. As of December 31, 2021, the outstanding principal balance net of imputed interest was $ 272,000 (€ 231,000 ). |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Warrants | 9. Warrants On August 6, 2019, the Company entered into a warrant amendment and plan of reorganization agreement (the “Warrant Reorganization Agreement”) with certain holders of the February 2018 Warrants. Pursuant to the Warrant Reorganization Agreement, the Company agreed to extend the expiration date under the February 2018 Warrants held by such holders from December 2020 to December 2021 , and the holders agreed, at any time the Company’s stock trades above $ 1.00 and upon request by the Company, to exercise up to 36,600,000 of their respective February 2018 Warrants, in consideration for the delivery of (x) the shares subject to the February 2018 Warrants so exercised and (y) the delivery of new warrants (the “August 2019 Warrants”) to purchase such additional number of shares of common stock equal to the amount of shares so exercised and delivered under February 2018 Warrants. Accordingly, up to a maximum of 36,600,000 new shares were issuable pursuant to the August 2019 Warrants. In February 2020, the Company requested an exercise of 6,000,000 6,000,000 6,000,000 1,391,000 On April 29, 2020, the Company then entered into a warrant exchange agreement (the “Warrant Exchange Agreement”) with certain holders of warrants under the August 2015 Senior Secured Promissory Notes, the Securities Purchase Agreement and the Warrant Reorganization Agreement. Pursuant to the Warrant Exchange Agreement, the Company agreed to exchange an aggregate of 45,977,809 warrants (the “August 2015 Warrants”, the “February 2018 Warrants 1 & 2”, and all “August 2019 Warrants” collectively, the “Exchanged warrants”) for 29,881,855 warrants (the “April 2020 Warrants”). The April 2020 Warrants have terms expiring for a total of (i) 3,392,581 2,714,065 13,027,512 5,862,380 4,885,317 0.75 3,392,00 2,714,000 13,027,000 4,397,000 3,545,000 27,075,000 The Company has accounted for the Warrant Exchange Agreement as a modification under ASC 718. The fair value of the April 2020 Warrants was not greater than the fair values of the Exchanged warrants immediately prior to the modification date and therefore had no impact on the Company’s year ended results. In December 2020, the Company also entered into an amendment (the “Warrant Amendment”) to a previously outstanding warrant to purchase 5,333,333 1,777,778 0.96 1,777,778 1.00 1,777,777 1.04 3,555,555 1,777,777 The following table summarizes information about the Company’s common stock warrants activities for the year ended December 31, 2021 and the warrants outstanding as of December 31, 2021 (in thousands, except exercise price data): Summary of Information About Common Stock Warrants Outstanding YEAR YEAR SHARES ENDED ENDED SHARES SUBJECT TO NUMBER OF NUMBER OF SUBJECT TO ISSUE EXPIRATION WARRANTS WARRNTS SHARES WARRANTS DATE DATE EXERCISE OUTSTANDING EXERCISED EXPIRED OUTSANDING DESCRIPTION MM/YY MM/YY PRICE 12/31/2020 12/31/2021 12/31/2021 12/31/2021 June 2013 Warrants 06/13 6/23 $ 8.40 27 - - 27 November 2016 Warrants 11/16 11/26 $ 2.38 125 - - 125 November 2017 Warrants 06/17 06/27 $ 1.10 80 (80 ) - - April 2020 Warrants, Tranche 4 04/20 03/21 $ 0.75 5,862 (5,862 ) - - April 2020 Warrants, Tranche 5 04/20 12/21 $ 0.75 4,885 (4,727 ) (158 ) - December 2020 Warrants, Tranche 2 12/20 03/21 $ 1.00 1,778 (1,778 ) - - December 2020 Warrants, Tranche 3 12/20 12/21 $ 1.04 1,777 - (1,777 ) - TOTALS: 14,534 (12,447 ) (1,935 ) 152 (1) The June 2013 Warrants expire upon the earlier to occur of (i) the date listed above; (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any transfer of more than 50% of the voting power of the Company, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (iii) a sale of all or substantially all of the assets of the Company unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity. The June 2013 Warrants became exercisable on the date of the IPO. The November 2016 were immediately exercisable and remain exercisable subject to certain exceptions. The weighted average remaining contractual life and exercise price for warrants outstanding as of December 31, 2021 is 4.26 3.45 0 |
Stock Option Plans
Stock Option Plans | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Option Plans | 10. Stock Option Plans On May 31, 2019, the Company’s stockholders approved an Employee Stock Purchase Plan (the “ESPP”) whereby employees may purchase Company stock through payroll deductions over each six-month period beginning on June 1 and December 1 (the “Offer Period”). The total maximum number of shares available for purchase under the ESPP is 1,000,000 85 An employee whose stock ownership in the Company exceeds 5% of the Company’s outstanding common stock is not eligible to participate in the ESPP 15 95,000 74,000 In July 2006, the Company authorized the 2006 Equity Incentive Plan, as amended, (the “2006 Plan”). The 2006 Plan provided for the issuance of up to 1,434,000 shares of common stock underlying awards. The 2006 Plan was terminated in December 2011 and no new stock awards may be granted under the 2006 Plan. The 2006 Plan allowed holders to exercise stock options prior to their vesting. The common stock received by the employee is restricted and follows the same vesting schedule as the underlying option. In the event the employee voluntarily or involuntarily terminates employment from the Company, the Company retains a right to repurchase the unvested common stock at the original option exercise price. For each of the periods ended December 31, 2021 and 2020, no options were exercised that was subject to repurchase. As of December 31, 2021, no options were outstanding under the 2006 Plan. During the year ended December 31, 2021, 5,000 and 18,000 options were exercised and cancelled, respectively, under the 2006 Plan. In July 2011, and as amended in September 2012, the Company authorized the 2011 Stock Plan (the “2011 Plan”). The 2011 Plan provided for the issuance of up to 1,167,000 shares of common stock underlying awards, plus any shares of common stock underlying awards previously issued under the 2006 Plan that terminate or expire after the date of authorization of the 2011 Plan, subject to certain adjustments. In addition, the 2011 Plan provided that the Company not deliver more than 2,446,000 shares upon the exercise of incentive stock options issued under both the 2006 Plan and 2011 Plan. The 2011 Plan was terminated in August 2013 and no new stock awards may be granted under the 2011 Plan. As of December 31, 2021, options to purchase 176,000 shares of the Company’s common stock at a weighted-average exercise price of $ 9.51 per share were outstanding under the 2011 Plan, of which all were vested. During the year ended December 31, 2021, 19,000 and 86,000 options were exercised and cancelled under the 2011 Plan. In August 2013, the Company’s board of directors adopted the 2013 Stock Incentive Plan (the “2013 Plan”) covering officers, employees, and directors of, and consultants to, the Company. Under the 2013 Plan, the Company may grant incentive stock options, non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units and dividend equivalent rights. At the time the 2013 Plan was established, the maximum aggregate number of shares of the Company’s common stock that could be issued pursuant to the 2013 Plan was 1,600,000 , plus the number of shares of common stock that were reserved for issuance pursuant to future grants under the 2011 Plan at that time. The number of shares authorized for issuance pursuant to the 2013 Plan automatically increases by any additional shares that would have otherwise returned to the 2011 Plan as a result of the forfeiture, termination or expiration of awards previously granted under the 2011 Plan. In addition, the number of shares authorized for issuance pursuant to the 2013 Plan will increase by a number equal to the lesser of (i) 3.5 % of the number of shares of the Company’s common stock outstanding on the last day of the immediately preceding fiscal year or (ii) a lesser number of shares determined by the administrator. As of December 31, 2021, options to purchase 12,501,000 shares of the Company’s common stock at a weighted-average exercise price of $ 2.25 per share were outstanding under the 2013 Plan, of which 7,987,000 were vested. During the year ended December 31, 2021, 55,000 and 1,073,000 options were exercised and cancelled, respectively, under the 2013 Plan. Generally, options vest 25% on the first anniversary from the date of grant and 1/48 per month thereafter (the “Standard Vesting Terms”); however, options may be granted with different vesting terms as determined by the Company’s board of directors. During the year ended December 31, 2021, the Company granted 508,000 options with Standard Vesting Terms . The remaining 45,000 options vested at a rate of 1/36 per month. The following table summarizes the activity under the Company’s stock option plans for the year ended December 31, 2021 (in thousands, except exercise price and remaining contractual life data): Summary of Stock Options Activity WEIGHTED- AVERAGE WEIGHTED- REMAINING AVERAGE CONTRACTUAL AGGREGATE SHARES EXERCISE LIFE INTRINSIC OUTSTANDING PRICE (IN YEARS) VALUE Balances at December 31, 2020 13,380 $ 2.32 7.7 $ 418 Options granted 553 $ 2.24 Options exercised (79 ) $ 1.12 Options cancelled (1,177 ) $ 1.98 Balances at December 31, 2021 12,677 $ 2.35 6.8 $ - Vested and expected to vest at December 31, 2021 11,324 $ 2.47 6.6 $ - Exercisable at December 31, 2021 8,163 $ 2.88 6.0 $ - The total intrinsic value of options exercised during the years ended December 31, 2021 and 2020 was $ 23,000 13,000 The estimated fair value of options vested during the years ended December 31, 2021 and 2020 was $ 0 357,000 2.24 0.38 In February 2021, Suping (Sue) Cheung joined as the Company’s Chief Financial Officer (“CFO”). In connection with her employment she was granted options to purchase 400,000 75 3 years 2.60 567,000 In August 2020, Kevin Helash joined the Company as Chief Executive Officer (“CEO”) and as a member of the Company’s Board of Directors. In connection with his appointment, Mr. Helash has been granted options to purchase 2,450,000 ● Time-Based Tranche 225,000 75 3 years ● Enhanced Time-Based Tranche 225,000 10% ● Performance Tranche 2,000,000 All dates on which vesting is to occur are conditioned upon Mr. Helash’s continued employment with the Company as of that date. Any portion of the Option shares that are not forfeited as of the Performance Deadline shall continue to vest for so long as Mr. Helash provides “Continuous Service” to the Company or a “Related Entity,” as those terms are defined in the Plan. Mr. Helash’s options to purchase common stock was granted at an exercise price of $ 1.16 899,000 Schedule of Assumptions Utilized in Option Pricing Model AUGUST 3, 2020 Expected life (years) 2.14 6.08 Estimated volatility factor 58.8 % Risk-free interest rate 0.28 % Expected dividend yield — Expected Life. Share-Based Payment Simplified Method for Plain Vanilla Share Options Estimated Volatility Factor. Risk-Free Interest Rate. Expected Dividend Yield In September 2020, James Boyd announced his intention to retire from his position as the Company’s Chief Financial Officer (“CFO”) and President of the Company. In connection with his retirement, Mr. Boyd entered into an employment separation agreement with the Company (the “Separation Agreement”). The Separation Agreement provides among other terms that all of his outstanding stock options will become fully vested, and all stock options will remain exercisable until the earlier of (x) the one-year anniversary of the date Mr. Boyd ceases providing consulting services pursuant to his consulting services agreement between Mr. Boyd and the Company on September 21, 2020 (the “Consulting Agreement”), and (y) the last day of the option’s full term. As a result the Company treated the accelerated vesting terms for the options as a modification under ASC 718 – Compensation – Stock Compensation 160,000 as of December 31, 2021. During the years ended December 31, 2021 and 2020, the Company recorded share-based compensation expense related to stock options of $ 1,906,000 and $ 2,299,000 , respectively. During the years ended December 31, 2021 and 2020, the Company did not realize any tax benefit associated with its share-based compensation expense as certain of the option grants were incentive stock options for which share-based compensation expense is not deductible and as a result of the full valuation allowance on the Company’s deferred tax assets (see Note 11 to the consolidated financial statements). Restricted Stock During the year ended December 31, 2021, the Company granted restricted stock units under the 2013 Plan. The vesting periods for the restricted stock are subject to board approval and during the year ended December 31, 2021 varied from immediate to 36 months. One share of common stock is issuable for each vested restricted stock unit upon the earlier of the grantee’s separation of service or a change in control in the case of non-employee directors, or in the case of employees the board can decide to provide for the immediate issuance of common stock once vesting has occurred. As of December 31, 2021, there were 3,980,000 Summary of Restricted Stock Units Activity WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Outstanding at December 31, 2020 4,588 $ 1.14 Granted 824 1.61 Settled (1,432 ) 1.31 Forfeited - - Outstanding at December 31, 2021 3,980 $ 1.17 The following table summarizes the activity of non-vested restricted stock units for the year ended December 31, 2021 (in thousands, except weighted average grant date fair value): Summary of Non-vested Restricted Stock Units Activity WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Nonvested at December 31, 2020 1,437 $ 1.16 Granted 824 1.61 Vested (1,265 ) 1.42 Forfeited - - Nonvested at December 31, 2021 996 $ 1.21 The fair value of restricted stock units is determined based on the closing bid price of the Company’s common stock on the date of grant. During the years ended December 31, 2021 and 2020, the Company recognized $ 1,350,000 and $ 1,222,000 , respectively, of share-based compensation expense related to restricted stock units. Total share-based compensation expense related to restricted stock units not yet recognized as of December 31, 2021 was $ 898,000 , which is expected to be recognized over a weighted average period of 0.76 years. In May 2020, the Company granted to certain executives restricted stock units in lieu of ten percent of their annual base salaries for the fiscal year ending December 31, 2020. The total number of restricted stock units granted to these executives was 225,000 0.71 In May 2020 the Company also the granted restricted stock units to certain executives and employees in lieu of cash bonuses for performance related to the fiscal year ended December 31, 2019. The total number of restricted stock units granted to these employees was 890,000 0.71 632,000 In August 2020, in connection with the Company’s separation and consulting arrangement with its former chief executive officer, the Company granted 1,250,000 1.16 three The following table summarizes shares available for grant under the Company’s current stock incentive plans for the year ended December 31, 2021 (in thousands): Summary of Shares Available for Grant Under Stock Incentive Plans SHARES AVAILABLE FOR GRANT Balances at December 31, 2020 4,410 Shares authorized 5,862 Options granted (553 ) Options cancelled 1,158 Restricted stock units granted (824 ) Restricted stock units cancelled - Balances at December 31, 2021 10,053 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 11. Income Taxes As of December 31, 2021 and 2020, income (Loss) before provision for income taxes, includes the following components (in thousands): Schedule of Domestic and Foreign (loss) Before Income Taxes DECEMBER 31, DECEMBER 31, 2021 2020 Domestic $ (12,797 ) (19,774 ) Foreign (3,712 ) (365 ) Income/(Loss) before income taxes $ (16,509 ) $ (20,139 ) The provision (benefit) for income taxes consists of the following (in thousands): Schedule of Provision for Income Taxes DECEMBER 31, DECEMBER 31, 2021 2020 CURRENT: Federal - - State - - Foreign $ 45 35 Total Current: 45 35 DEFERRED: Foreign 0 (6 ) Total Deferred: 0 (6 ) Provision for income taxes $ 45 29 Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21 Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate DECEMBER 31, DECEMBER 31, 2021 2020 U.S. Federal tax benefit at statutory rate 21 % 21 % State tax benefit 1 8 Deferred tax asset true up 0 (3 ) Expiring tax attributes 0 (240 ) Share-based compensation expense (2 ) (2 ) Other (1 ) (1 ) Financing cost, warrants 2 (1 ) PPP Loan Forgiveness 0 2 Adjustment due to change in valuation allowance (19 ) 216 Provision for income taxes 0 % 0 % Accounting standards require recognition of a future tax benefit to the extent that realization of such benefit is more likely than not; otherwise, a valuation allowance is applied. During the years ended December 31, 2021 and 2020, the aggregate valuation allowance for deferred tax assets increased by $ 3,328,000 44,314,000 The Company recorded tax shortfalls resulting from the exercise of nonqualified stock options and the value of vested restricted stock of $ 282,000 315,000 The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the following (in thousands): Schedule of Deferred Tax Assets DECEMBER 31, DECEMBER 31, 2021 2020 DEFERRED TAX ASSETS: Federal & State NOL carryforward $ 34,658 $ 31,911 Research and development tax credits 2,901 2,762 Other, deferred tax assets 5,798 7,137 Total gross deferred tax assets 43,357 41,810 Less valuation allowance (37,201 ) (33,873 ) Total deferred tax assets $ 6,156 $ 7,917 DEFERRED TAX LIABILITIES: Other Intangibles (4,967 ) (5,615 ) Other deferred tax liabilities (1,169 ) (2,302 ) Total gross deferred tax liabilities (6,136 ) (7,917 ) Net deferred tax assets $ 20 $ 20 Realization of the Company’s deferred tax assets is dependent upon future earnings, if any, the timing and amount of which are uncertain. Because of the Company’s lack of U.S. earnings history, the net U.S. deferred tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $ 3,328,000 and decreased $ 44,314,000 , during the years ended December 31, 2021 and 2020, respectively. The valuation allowance includes no benefit at both December 31, 2021 and December 31, 2020 related to stock-based compensation and exercises, prior to the implementation of ASC 515 and 718, which will be credited to additional paid in capital when realized. Undistributed earnings of the Company’s foreign subsidiary of $ 470,000 are considered to be permanently reinvested and accordingly, no deferred U.S. income taxes have been provided thereon. Upon distribution of those earnings in the form of dividends or otherwise, the Company would be subject to U.S. income tax. At the present time it is not practicable to estimate the amount of U.S. income taxes that might be payable if these earnings were repatriated. As of December 31, 2021 and 2020, the Company had a federal net operating loss carryforward (“NOL”) of $ 113,432,000 and $ 104,180,000 , respectively. The federal NOL subject to 80 74,392,000 and $ 65,140,000 , respectively. The federal net operating loss subject to expirations as of December 31, 2021 and 2020 were $ 39,040,000 and $ 50,896,000 and will begin to expire in 2036. As of December 31, 2021 and 2020 the Company had a state NOL carryforward of $ 115,435,000 114,876,000 will begin to expire in 2033 176,433,000 and $ 119,131,000 , respectively. Utilization of some of the federal and state net operating loss and credit carryforwards are subject to annual limitations due to the “change in ownership” provisions of the Internal Revenue Code of 1986 and similar state provisions. The annual limitations may result in the expiration of net operating losses and credits before utilization. As of December 31, 2021 and 2020, the Company had a federal research and development (“R&D”) tax credit carryforward of $ 561,000 607,000 3,121,000 3,075,000 2,317,000 The Company records valuation allowances on U.S. and certain foreign deferred tax assets. In assessing the need for a valuation allowance, the Company considers whether it is more likely than not that the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon generation of future taxable income. In the assessment of a valuation allowance, appropriate consideration is given to all positive and negative evidence including recent operating profitability, forecast of future earnings, ability to carryback, the reversal of net taxable temporary differences, the duration of statutory carryforward periods and tax planning strategies. For purposes of the Company’s income tax provision, the acquisition required the Company to consider income tax changes under the Tax Cuts and Jobs Act it was not previously subject to, including Global Intangible Low-Taxed Income (“GILTI”) and Subpart F. The impact of these amounts on the Company’s income tax provision and consolidated financial statements as of December 31, 2021 and 2020 were not material. The Company has elected to treat GILTI as a period cost and accordingly has not recorded any deferred assets or liabilities related to the calculation of future GILTI income. The most significant impact to the Company’s tax provision as a result of the Pro Farm acquisition was the recognition of intangible assets which impacted the Company’s temporary differences for depreciation and amortization. Refer to the table above for the inclusion of the foreign entity on the Company’s overall federal income tax rate and deferred tax liabilities. The Company has incurred net operating losses since inception and does not have any significant unrecognized tax benefits. The Company’s policy is to include interest and penalties related to unrecognized tax benefits, if any, within the provision for taxes in the consolidated statements of operations. If the Company is eventually able to recognize the Company’s uncertain positions, the Company’s effective tax rate would be reduced. The Company currently has a full valuation allowance against out net deferred tax asset which would impact the timing of the effective tax rate benefit should any of these uncertain tax positions be favorably settled in the future. Any adjustments to the Company’s uncertain tax positions would result in an adjustment of the Company’s net operating loss or tax credit carry forwards rather than resulting in a cash outlay. The Company files income tax returns in the U.S. federal and foreign jurisdiction and various state jurisdictions. The Company is subject to U.S. federal and state income tax examination for 2006 through 2021 due to unutilized net operating loss carryforwards. The Company is subject to state income tax examination for the same periods due to an unutilized research and development tax credit carryforward. The Company’s foreign locations in Finland is subject to income tax examination for 2017 through 2021. As of December 31, 2021 and 2020, the Company had unrecognized tax benefits of $ 992,000 and $ 946,000 , respectively. The unrecognized tax benefits, if recognized, would impact the Company’s effective tax rate for December 31, 2021 and 2020. The remaining unrecognized tax benefits would not impact the effective tax rate as tax benefits would be offset by changes in the Company’s valuation allowance. The Company does not believe there will be any material changes in its unrecognized tax position during the next twelve months. The Company has the following activity relating to unrecognized tax benefits is as follows (in thousands): Reconciliation of Beginning and Ending Unrecognized Tax Benefits DECEMBER 31, DECEMBER 31, 2021 2020 Balance at January 1 $ 946 $ 1,431 Gross increase to tax positions in prior years 24 40 Gross decrease to tax positions in prior years - (617 ) Gross increase to tax positions in current years 22 92 Balance at December 31 $ 992 $ 946 Although it is reasonably possible that certain unrecognized tax benefits may increase or decrease within the next twelve months due to tax examination changes, settlement activities, expirations of statute of limitations, or the impact on recognition and measurement considerations related to the results of published tax cases or other similar activities, the Company does not anticipate any significant changes to unrecognized tax benefits over the next 12 months. During the years ended December 31, 2021 and 2020, immaterial interest and penalties were required to be recognized relating to unrecognized tax benefits. On March 27, 2020, Congress passed the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The act contains many tax incentives intended to assist companies and individuals during the COVID-19 outbreak. The Company has analyzed the impact of the CARES Act and concluded the following: - The Company did not utilize the Paycheck Protection Program loan in the year ended December 31, 2021. - The Company has historically been in a NOLs position and, as such, the Company will not utilize the NOLs carryback provision of the CARES Act. The Consolidated Appropriations Act, 2021, which was enacted on December 27, 2020, has expanded, extended, and clarified selected CARES Act provisions, specifically on Paycheck Protection Program loans and Employee Retention Tax Credits, 100% deductibility of business meals as well as other tax extenders. The Consolidated Appropriations Act did not have a material impact on the Company’s tax provision for the years ended December 31, 2021 or 2020. |
Common Stock
Common Stock | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Common Stock | 12. Common Stock In August 2013, the Company amended and restated its certificate of incorporation to increase the number of shares of common stock authorized for issuance to 250,000,000 0.00001 As of December 31, 2021, the Company had reserved shares of common stock for future issuances as follows (in thousands): Reserved Shares of Common Stock for Future Issuances SHARES Shares available for future grant under stock incentive plans 10,053 Stock options outstanding 12,677 Restricted stock units outstanding 3,980 Warrants to purchase common stock 152 Common shares to be issued in lieu of agent fees 498 Shares available for future purchase under ESPP 307 Maximum contingent consideration shares to be issued 5,415 Balance at December 31, 2021 33,082 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2021 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 13. Employee Benefit Plan The Company offers a defined contribution plan to all eligible employees, which is qualified under Section 401(k) of the IRC 3 50 the employee’s 401(k) contribution between 3% and 5% of eligible pay 100 506,000 315,000 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Warrant Exercises Ospraie Ag Science LLC (“Ospraie”) and Ardsley Advisory Partners (“Ardsley”), are beneficial owners of the Company’s securities, holding 38.9 % and 9.7 %, respectively, of the Company’s total outstanding common stock as of December 31, 2021. In March 2020, pursuant to the terms of the February 2018 Warrants, the Company’s utilization of its call option under the Warrant Reorganization Agreement to exercise 6,000,000 warrants. As a result of this transaction, the Company issued 6,000,000 common shares and 6,000,000 August 2019 Warrants. The total number of warrants exercised at the request of the Company by Ospraie and Ardsley represented 5,027,325 and 874,314 , shares of common stock, respectively. The August 2019 Warrants issued as a result of this transaction were subsequently forfeited in connection with the Warrant Exchange Agreement (refer to Note 9 of the consolidated financial statements). Pursuant to the terms of the April 2020 Warrants, prior to each warrant expiration dates for a total of (i) 3,392,581 Warrant Shares on May 1, 2020, (ii) 2,714,065 Warrant Shares on September 15, 2020, (iii) 13,027,512 Warrant Shares on December 15, 2020, (iv) 5,862,380 Warrant Shares on March 15, 2021, and (v) 4,885,317 Warrant Shares on December 15, 2021, a total of 3,392,581 , 2,714,065 , 13,026,818 , 5,865,382 , and 4,726,991 , respectively April 2020 Warrants were exercised (See Note 9). As a result of these transactions, the Company issued common shares of 19,268,316 and 3,351,009 , to Ospraie and Ardsley, respectively. |
Other Matters
Other Matters | 12 Months Ended |
Dec. 31, 2021 | |
Other Matters | |
Other Matters | 15. Other Matters Paycheck Protection Program In April 2020, the Company entered into an unsecured note (the “Note”) in the amount of $ 1,723,000 Accounting for Government Grants For the year ended December 31, 2020, the Company recognized as reduction to the expense categories specified under the PPP $ 702,000 and $ 695,000 , respectively, in research, development and patents and Selling, general and administrative, in the consolidated statement of operations. The remaining amount of total PPP funds received of $ 326,000 was allocated to the related PPP-specified expenses associated with the Company’s manufacturing operations and was originally capitalized into inventory, but as of December 31, 2020, the full amount was amortized from inventory, offsetting cost of product revenues in the consolidated statement of operations based on the Company’s normal recognition policy for similar items. Chief Financial Officer On January 28, 2021, the Company announced the appointment of Suping (Sue) Liu Cheung, Ph.D., CPA, as CFO, which took effect upon her commencement of employment, on February 18, 2021. In connection with her appointment as the Company’s CFO, Ms. Cheung will receive an annual base salary of $ 275,000 , and a target annual award opportunity under the Company’s discretionary bonus plan of up to 40 % of her annual base salary, unless adjusted by the Board for any year. Ms. Cheung will also receive a $ 50,000 signing bonus in April 2021, and certain relocation expenses. Additionally, pursuant to her offer letter and as approved by the Board (the “Compensation Committee”), Ms. Cheung was granted an option to purchase 400,000 shares of the Company’s common stock under the Company’s 2013 Plan. The Option will be subject to time-based vesting over a period of four years as measured from Ms. Cheung’s first date of employment (the “Vesting Commencement Date”). Twenty-five percent of the option will vest on the first anniversary of the Vesting Commencement Date, and the remaining 75 percent of the shares will vest over the next following 3 years on a pro-rata basis equally each month , for so long as Ms. Cheung provides services to the Company. The Company also entered into a change in control agreement with Ms. Cheung (the “CIC Agreement”), which provides Ms. Cheung with the right to receive certain benefits if, in connection with a Change in Control (as defined in the CIC Agreement), Ms. Cheung terminates her employment with the Company for good reason or the Company terminates her employment without cause. The CIC Agreement provides that in such an event: (i) Ms. Cheung will receive a single lump sum severance payment equal to twelve months of her annual salary; (ii) all outstanding and unvested equity compensation awards held by Ms. Cheung will vest; (iii) Ms. Cheung will receive a lump sum bonus payment in an amount equal to 20 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Long-term Incentive Program On February 7, 2022, the Company’s board of directors, upon recommendation of the Compensation Committee, approved of awards under a newly implemented long-term incentive program (“LTIP”) Under the LTIP, the board of directors approved grants to certain officers in a total aggregate amount of 609,350 1,455,556 1,564,000 70 30 50 Also under the LTIP, the Company’s board of directors approved the issuance of an aggregate of 937,639 858,845 The Additional Awards were issued under the 2013 Plan and vest as to 1/3 of the total number of shares subject to the Additional Awards on the six month anniversary of the grant date and, with respect to 2/3 of the total shares, monthly thereafter for 30 months such that all shares will be fully vested upon the third anniversary of the grant date, subject to recipients continued employment with the Company. Further, upon a Change in Control (as defined in the 2013 Plan), 1/3 of the Additional Awards become immediately vested. Also under the LTIP, the Company’s board of directors approved a fund totaling up to $ 600,000 Chief Financial Officer On February 15, 2022, Suping (Sue) Cheung notified the Company of her decision to resign from her position as the Company’s Chief Financial Officer, effective March 9, 2022. On February 21, 2022, the Company’s board of directors approved the retention of LaDon Johnson as Interim Chief Financial Officer, effective upon Ms. Cheung’s departure, under an agreement with CFO Systems, LLC, a provider of senior financial and accounting executive and support services. Mr. Johnson will also serve as the Company’s principal financial and accounting officer until the Company appoints a permanent successor to Ms. Cheung. Merger Agreement On March 16, 2022, the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Bioceres Crop Solutions Corp., a Cayman Islands exempted company (“Bioceres”), and BCS Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Bioceres (“Merger Sub”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Bioceres (“NewCo”). Consummation of the Merger is subject to the approval of the Company’s stockholders, the receipt of required regulatory approvals and satisfaction of other customary closing conditions. The board of directors of the Company (the “Board”) has unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are advisable, (ii) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, are fair to and in the best interests of the Company and its stockholders, (iii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iv) resolved to recommend adoption of the Merger Agreement by the Company’s stockholders. The Merger Agreement was also unanimously approved by the board of directors of Bioceres. On the terms and subject to the conditions set forth in the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, par value $ 0.00001 0.088 0.0001 The Merger Agreement also specifies the treatment of the Company’s outstanding equity awards in connection with the Merger, which shall be treated as follows at the Effective Time: (i) each outstanding restricted stock unit award relating to shares of Company Common Stock (a “Company RSU”) (that is not a Company RSU that provides for settlement and issuance of shares of Company Common Stock in connection with a change in control of the Company (a “Change in Control Settled RSU”)) that is unvested immediately prior to the Effective Time and does not vest as a result of the consummation of the transactions contemplated by the Merger Agreement shall be assumed by Bioceres (each, an “Assumed RSU”), with each such Assumed RSU being subject to substantially the same terms and conditions, except that the number of Bioceres ordinary shares subject to each Assumed RSU Award shall be equal to the product of (x) the number of shares of Company Common Stock underlying such unvested Company RSU as of immediately prior to the Effective Time (with any performance milestones deemed achieved based on maximum level of performance) multiplied by (y) the Exchange Ratio; (ii) each outstanding Company RSU that is vested immediately prior to the Effective Time (taking into account any acceleration of vesting as a result of the consummation of the transactions contemplated by the Merger Agreement), each Change in Control Settled RSU (whether or not vested) and each unvested Company RSU held by a non-employee director of the Company will be settled immediately before the Effective Time by way of the issuance of one share of Company Common Stock for each such Company RSU and such shares of Company Common Stock will be converted into the right to receive the Merger Consideration; (iii) each outstanding option to purchase Company Common Stock (a “Company Option”) that is unvested as of immediately prior to the Effective Time (and does not vest as a result of the consummation of the transactions contemplated by the Merger Agreement) and each Company Option that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated by the Merger Agreement) for which the exercise price per share is equal to or greater than the Cash Equivalent Consideration (as defined in the Merger Agreement) (a “Rolled Vested Option), shall be assumed by Bioceres (each, an “Assumed Option), with each such Assumed Option being subject to substantially the same terms and conditions, except that (A) the number of Bioceres ordinary shares subject to each Assumed Option shall be equal to the product of (x) the number of shares of Company Common Stock underlying such Company Option as of immediately prior to the Effective Time multiplied by (y) the Exchange Ratio, and (B) the per share exercise price of each Assumed Option shall be equal to the quotient determined by dividing (x) the exercise price per share at which such Company Option was exercisable immediately prior to the Effective Time by (y) the Exchange Ratio; (iv) each Company Option, other than a Rolled Vested Option, that is outstanding and vested as of immediately prior to the Effective Time (or vests as a result of the consummation of the transactions contemplated by the Merger Agreement) shall by cancelled and converted into the right to receive the Merger Consideration in respect of each “net” share underlying such Company Option, which is the quotient obtained by dividing (A) the product of (x) the excess of the Cash Equivalent Consideration (as defined in the Merger Agreement) over the per share exercise price of such Company Option multiplied by (y) the number of shares subject to such Company Option by (B) the Cash Equivalent Consideration (as defined in the Merger Agreement); and (v) with respect to the employee stock purchase plan (the “ESPP”), the Company shall make any pro rata adjustments necessary to reflect a shortened offer period under the ESPP and treat any shortened offer period as a fully effective and completed offer period for all purposes pursuant to the ESPP, cause the exercise, no later than one business day, prior to the date on which the Effective Time occurs, of each outstanding purchase right pursuant to the ESPP, and then terminate the ESPP. The Merger Agreement contains representations and warranties of the Company and Bioceres relating to their respective businesses and public filings, in each case generally subject to a materiality qualifier. Additionally, the Merger Agreement provides for pre-closing covenants of the Company, including (i) covenants relating to conducting its business in the ordinary course consistent with past practice and refraining from taking certain types of actions without Bioceres’s consent, (ii) covenants relating to removing certain inventory from certain jurisdictions and (iii) certain restrictions on the Company’s ability to solicit alternative acquisition proposals from third parties, and/or to provide information to third parties and to engage in discussions with third parties, in each case, in connection with alternative acquisition proposals, subject to certain exceptions (the “No-Shop”). The consummation of the Merger is subject to certain closing conditions, including (i) the approval of the Company’s stockholders (the “Company Stockholder Approval”), (ii) the expiration or termination of all waiting periods under the Hart-Scott Rodino Antitrust Improvements Act of 1976 and receipt of any other specified merger control consents or clearances, (ii) the effectiveness of the registration statement to be filed by Bioceres with the SEC pursuant to the Merger Agreement, (iii) the approval for listing on Nasdaq of Bioceres’s ordinary shares to be issued as Merger Consideration in connection with the Merger, subject to official notice of issuance, (iv) the absence of any judgment or law issued by any governmental entity enjoining or otherwise prohibiting the consummation of the Merger, and (vii) other customary conditions specified in the Merger Agreement. Pursuant to the terms of the Merger Agreement, each of the Company and Bioceres is required to use reasonable best efforts to consummate the Merger, including with respect to satisfaction of the relevant closing conditions. Prior to obtaining the Company Stockholder Approval, the Board may, in certain limited circumstances, withdraw or modify its recommendation that the Company’s stockholders adopt the Merger Agreement or recommend or otherwise declare advisable any Superior Proposal (as defined in the Merger Agreement) (a “Company Recommendation Change”), subject to complying with notice and other specified conditions, including giving Bioceres the opportunity to propose revisions to the terms of the transaction contemplated by the Merger Agreement during a matching right period. Notwithstanding a Company Recommendation Change, unless Bioceres terminates the Merger Agreement, the Company is still required to convene the meeting of its stockholders. The Merger Agreement also provides for certain termination rights of Bioceres and the Company, including the right of either party to terminate the Merger Agreement if the Merger is not consummated by the date that is eight (8) months following the date of the Merger Agreement. Either party may also terminate the Merger Agreement if the Company Stockholder Approval has not been obtained at a duly convened meeting of the Company’s stockholders or a judgment enjoining or otherwise prohibiting consummation of the Merger becomes final and non-appealable. In addition, Bioceres may terminate the Merger Agreement if the Board effects a Company Recommendation Change, fails to include its recommendation to vote in favor of the Merger in the proxy statement/prospectus to be filed with the SEC in connection with the transaction or willfully breaches the provisions of the No-Shop in any material respect prior to the Company Stockholder Approval having been obtained. If the Merger Agreement is terminated by Bioceres in connection with such actions, then the Company shall be obligated to pay Bioceres a fee equal to $ 9,700,000 Prior to the Effective Time, Bioceres is required to take all necessary corporate action so that upon and after the Effective Time, (x) if the size of the board of directors of Bioceres is 8 or less members, then 2 members thereof shall have been designated by the Board and (y) if the size of the board of directors of Bioceres is more than 8 members, then 3 members thereof shall have been designated by the Board. In no event will the total number of directors that comprise the board of directors of Bioceres as of the Effective Time exceed 11 members. Support Agreement On March 16, 2022, concurrently with the execution of the Merger Agreement and as a condition to Bioceres’s entry into the Merger Agreement, Bioceres entered into a Transaction Support Agreement (the “Support Agreement”), with certain of the Company’s stockholders (the “Supporting Stockholders”) who, collectively and in the aggregate, hold voting power over approximately 48.9 Notwithstanding the voting obligations in the Support Agreement, (x) if the Board effects a Company Recommendation Change that is not in response to a Superior Proposal, the Supporting Stockholders in the aggregate will only have an obligation under the Support Agreement to vote a number of Subject Securities representing 25% of the outstanding Company Common Stock and (y) if the Board effects a Company Recommendation Change in response to a Superior Proposal, then the Supporting Stockholders will have no obligations in respect of how to vote their respective Subject Securities. The Support Agreement will terminate automatically as of the earliest of (i) the Effective Time, (ii) the termination of the Merger Agreement in accordance with its terms, (iii) with respect to any Supporting Stockholder, the mutual agreement of Bioceres and such Supporting Stockholder, and (iv) with respect to any Supporting Stockholder, such time as any modification or amendment to the Merger Agreement is effected without such Supporting Stockholder’s consent that materially and adversely affects such Supporting Stockholder. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of these consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company believes that the assumptions and estimates associated with the Company’s forecast used in its going concern, goodwill and contingent consideration assessments, revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize for those transactions with variable considerations and inventory valuation, have the greatest potential impact on the consolidated financial statements. Therefore, the Company considers these estimates to be its significant estimates. |
Concentrations of Credit Risk | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents, accounts receivable and debt. The Company deposits its cash and cash equivalents with high credit quality domestic financial institutions with locations in the U.S and globally. Such deposits may exceed federal deposit insurance or foreign deposit guarantee funds limits. The Company believes the financial risks associated with these financial instruments are minimal. The Company’s customer base is dispersed across many different geographic areas, and currently most customers are pest management distributors in the U.S. Generally, receivables are due up to 120 During the years ended December 31, 2021 and 2020, 22 24 The Company’s principal sources of revenues were its Grandevo, Regalia, UBP ST, and Venerate product lines for the years ended December 31, 2021 and 2020, accounting for 77 % and 85 %, respectively, of the Company’s total revenues. Customers to which 10% or more of the Company’s total revenues are attributable for any one of the periods presented consist of the following: Schedule of Significant Customer's Revenues and Account Receivable Percentage CUSTOMER A B C Twelve months ended December 31, 2021 20 % 14 % 14 % 2020 22 % 13 % 13 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either December 31, 2021 or 2020, consist of the following: CUSTOMER A B C D December 31, 2021 39 % 13 % 10 % 1 % December 31, 2020 49 % 4 % - % 14 % |
Concentrations of Supplier Dependence | Concentrations of Supplier Dependence The active ingredient in the Company’s Regalia product line is derived from the giant knotweed plant, which the Company obtains from China. The Company currently relies on one supplier for this plant. Such single supplier acquires raw knotweed from numerous regional sources and performs an extraction process on this plant, creating a dried extract that is shipped to the Company’s manufacturing plant . While the Company does not have a long-term supply contract with this supplier, the Company does have a long-term business relationship with this supplier. The Company endeavors to keep 6 to 12 months of knotweed extract on hand at any given time, but an unexpected disruption in supply, including disruptions resulting from the COVID-19 pandemic, could have an effect on Regalia supply and revenues. Although the Company has identified additional sources of raw knotweed, there can be no assurance that the Company will continue to be able to obtain dried extract from China at a competitive price. The Company continues to rely on third parties to formulate Grandevo into spray-dried powders, for the majority of its Venerate and Majestene/Zelto products and all of its production of Stargus and Haven, and from time to time, third-party manufacturers for supplemental production capacity to meet excess seasonal demand and for packaging. The Company’s products have been produced in quantities, and on timelines, sufficient to meet commercial demand and for the Company to satisfy its delivery schedules. However, the Company’s dependence upon others for the production of a portion of its products, or for a portion of the manufacturing process, may adversely affect its ability to satisfy demand and meet delivery obligations, as well as to develop and commercialize new products, on a timely and competitive basis. The Company has not entered into any long-term manufacturing or supply agreements for any of its products, and it may need to enter into additional agreements for the commercial development, manufacturing and sale of its products. There can be no assurance that it can do so on favorable terms, if at all. Pro Farm products are currently partially sourced by suppliers from one manufacturing plant in Russia, in which the Company owns a 12 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents. Cash and cash equivalents consist of cash on deposit, money market funds and certificates of deposit accounts with U.S. and global financial institutions. The Company is exposed to credit risk in the event of default by financial institutions to the extent that cash and cash equivalents balances with financial institutions are in excess of amounts that are insured including for amounts held at U.S. by the Federal Deposit Insurance Corporation and in Finland by the Deposit Guarantee Fund. The Company has not experienced any losses on these deposits. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the statement of cash flows (in thousands): Schedule of Cash, Cash Equivalents and Restricted Cash DECEMBER 31, DECEMBER 31, 2021 2020 Cash and cash equivalents $ 19,623 $ 15,841 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 21,183 $ 17,401 |
Restricted Cash | Restricted Cash The Company’s restricted cash consists of cash that the Company is contractually obligated to maintain in accordance with the terms of its June 2014 Secured Promissory Note (refer to Note 8 of the consolidated financial statements). |
Accounts Receivable | Accounts Receivable The carrying value of the Company’s receivables represents their estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written-off when the Company’s internal collection efforts have been unsuccessful in collecting the amount due. During the years ended December 31, 2021 and 2020, the Company did not have any material receivables balances written off. As of December 31, 2021 and 2020, the Company had $ 58,000 and no allowance for doubtful accounts, respectively. |
Inventories | Inventories Inventories are stated at the lower of cost or market value (net realizable value or replacement cost) and include the cost of material and external and internal labor and manufacturing costs. Cost is determined on the first-in, first-out basis. The Company provides for inventory reserves when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels or other factors. Additionally, the Company provides reserves for excess and slow-moving inventory on hand that is not expected to be sold to reduce the carrying amount of excess and slow-moving inventory to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. Inventories, net consist of the following (in thousands): Schedule of Inventories, Net DECEMBER 31, DECEMBER 31, 2021 2020 Raw materials $ 3,311 $ 2,487 Work in progress 671 987 Finished goods 4,651 3,144 Inventory $ 8,633 $ 6,618 During the year ended December 31, 2021, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $ 422,000 578,000 During the year ended December 31, 2020, the Company recorded, as a component of cost of product revenues, adjustments to inventory reserves of $ 387,000 1,770,000 |
Right of Use Assets and Lease Liabilities | Right of Use Assets and Lease Liabilities The Company determines if an arrangement includes a lease at the inception of the agreement and the right-of-use asset and lease liability is determined at the lease commencement date and is based on the present value of estimated lease payments. The Company’s lease agreements contain both fixed and variable lease payments, none of which are based on a rate or an index. Fixed lease payments are included in the determination of the right-of-use asset and lease liability. Variable lease payments that are not based on a rate or index are expensed when incurred. The present value of estimated lease payments is determined utilizing the rate implicit in the lease agreement if that rate can be determined. If the implicit rate cannot be determined, the present value of estimated lease payments is determined utilizing the Company’s incremental borrowing rate. The incremental borrowing rate is determined at the lease commencement date and is estimated utilizing similar or collateralized borrowing instruments adjusted for the terms of leasing arrangement as necessary. Some of the leases include an option to renew that can extend the lease term. For those leases which are reasonably certain to be renewed, the Company included the renewal period in the lease term. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Impairment losses related to long-lived assets are recognized in the event the net carrying value of such assets is not recoverable and exceeds fair value. The Company evaluates the recoverability of its long-lived assets whenever events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. The carrying amount of a long-lived asset (asset group) is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset (asset group). If the carrying amount of a long-lived asset (asset group) is considered not recoverable, the impairment loss is measured as the amount by which the carrying value of the asset or asset group exceeds its estimated fair value. |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment are recorded at cost and are depreciated using the straight-line method over their estimated useful lives. The Company generally uses the following estimated useful lives for each asset category: Summary of Property, Plant and Equipment Estimated Useful Lives ASSET CATEGORY ESTIMATED USEFUL LIFE Building 30 Computer equipment 2 3 Machinery and equipment 3 20 Office equipment 3 5 Furniture 3 5 Leasehold improvements Shorter of lease term or useful life Software 3 Maintenance, repairs and minor renewals are expensed as incurred. Expenditures that substantially increase an asset’s useful life are capitalized. The Company did not recognize any amounts related to impairment for the years ended December 31, 2021 and 2020. |
Intangible Assets | Intangible Assets Intangible assets are acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. Summary of Intangible Assets Estimated Useful Lives ASSET CATEGORY ESTIMATED USEFUL LIFE Customer Relationship 15 Developed Technology 10 Tradenames 10 15 Non-compete 6 In Process Research and Development 11 The Company evaluates intangible assets for impairment at least annually and more often whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value. The Company’s intangible assets include customer relationships, patents, trademarks, and in process research and development. The Company has not recorded impairment to intangible assets for the years ended December 31, 2021 and 2020. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the underlying net assets of businesses acquired. Goodwill is reviewed for impairment on an annual basis as of the first day of the Company’s fiscal fourth quarter or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. The Company assesses goodwill in accordance with Accounting Standards Codification 350, Intangibles – Goodwill and other Under the income-based approach, the Company determines fair value using a discounted cash flow approach that requires significant judgment with respect to revenue and profitability growth rates, based upon annual budgets and longer-range strategic plans, and the selection of an appropriate discount rates. Under the market-based approach, the Company determines fair value by comparing reporting units to similar businesses or guideline companies whose securities are actively traded in public markets. Fair value estimates employed in our annual impairment review of goodwill were determined using models involving several assumptions. Changes in assumptions could materially impact fair value estimates. Assumptions critical to the Company’s fair value estimates were: (i) discount rates; (ii) projected future revenues and profitability used in the reporting unit; and (iii) projected long-term growth rates used in the derivation of terminal year values. These and other assumptions are impacted by economic conditions and expectations of management and may change in the future based on period specific facts and circumstances. While the Company believes the assumptions used to estimate future cash flows are reasonable, there can be no assurance that the expected future cash flows will be realized. As a result, impairment charges that possibly would have been recognized in earlier periods may not be recognized until later periods if actual results deviate unfavorably from earlier estimates. The use of different assumptions would increase or decrease discounted cash flows or earnings projections and, therefore, could change impairment determinations. For the year ended December 31, 2021, the Company completed a quantitative assessment which did not result in an impairment charge. |
Fair Value | Fair Value Accounting Standards Codification 820, Fair Value Measurements ASC 820 requires that the valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 establishes a three-tier value hierarchy, which prioritizes inputs that may be used to measure fair value as follows: ● Level 1—Quoted prices in active markets for identical assets or liabilities. ● Level 2—Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. ● Level 3—Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability. The change in fair value for the reporting period was driven by the result of the unobservable fair value model, a Monte Carlo simulation in a risk-neutral framework assuming Geometric Browning Motion. The most significant input to the model was the estimated results of the Pro Farm subsidiary for the periods specified in the share purchase agreement of 2022 – 2023. The following represents other inputs used in determining the fair value of the contingent consideration liability: Schedule of Fair Value of Derivative Liability DECEMBER 30, DECEMBER 31, 2021 2020 Discount Rate 14.9 % 15.5 % Volatility 47.0 % 45.8 % Credit spread 6.1 % 9.0 % Risk-free rate 0.7 % 0.2 % Discount Rate Estimated Volatility Factor Credit Spread Interest Rate The change in the fair value estimate is recognized in the Company’s consolidated statement of operations in Other Income (expense) under caption Change in fair value of contingent consideration. The contingent consideration will be determined at each reporting period and will be settled with the issuance of the Company’s common shares. |
Deferred Revenue | Deferred Revenue Under ASC 606, when the Company receives consideration, or such consideration is unconditionally due, from a customer prior to transferring control of goods or services to the customer under the terms of a sales contract, the Company records deferred revenue, which represents a contract liability. The Company recognizes deferred revenue as net sales after the Company has transferred control of the goods or services to the customer and all revenue recognition criteria are met. The Company’s deferred revenue is broken out as follows: Schedule of Deferred Revenue DECEMBER 31, DECEMBER 31, 2021 2020 Product revenues $ 87 $ 189 Financing costs 477 581 License revenues 961 1,232 Total deferred revenues 1,525 2,002 Less current portion (360 ) (374 ) Long term portion $ 1,165 $ 1,628 |
Revenue Recognition | Revenue Recognition Under ASC 606, the Company recognizes revenue for product sales at a point in time following the transfer of control of such products to the customers, which typically occurs upon shipment or delivery depending on the terms of the underlying contracts. The Company may enter into contracts in which the SSP are different from the amount the Company is entitled to bill the customer. Product revenues consist of revenues generated from sales of the Company’s products to distributors and direct customers, net of rebates and cash discounts. Product Sales. 87,000 189,000 Licenses Revenues. 4,100,000 800,000 Financing Component Revenues. 68,000 32,000 Revenue recognition requires the Company to make a number of estimates that include variable consideration. For example, customers may receive sales or volume-based pricing incentives or receive incentives for providing the Company with marketing-related information. The Company makes estimates surrounding variable consideration and the net impact to revenues. In making such estimates, significant judgment is required to evaluate assumptions related to the amount of net contract revenues, including the impact of any performance incentives and the likelihood that customers will achieve them. In the event estimates related to variable consideration change, the cumulative effect of these changes is recognized as if the revised estimates had been used since revenue was initially recognized under the contract. Such revisions could occur in any reporting period, and the effects may be material. From time to time, the Company offers certain product rebates to its distributors and growers, which are estimated and recorded as reductions to product revenues, and an accrued liability is recorded at the later of when the revenues are recorded, or the rebate is being offered. Contract Assets. Contract Liabilities. |
Research, Development and Patent Expenses | Research, Development and Patent Expenses Research and development expenses include payroll-related expenses, field trial costs, toxicology costs, regulatory costs, consulting costs and lab costs. Patent expenses include legal costs relating to the patents and patent filing costs. These costs are expensed to operations as incurred. During the years ended December 31, 2021 and 2020, research and development expenses totaled $ 11,114,000 10,316,000 963,000 1,014,000 |
Shipping and Handling Costs | Shipping and Handling Costs Amounts billed for shipping and handling are included as a component of product revenues. Related costs for shipping and handling have been included as a component of cost of product revenues. Shipping and handling costs for the year ended December 31, 2021 and 2020 were $ 2,081,000 and $ 1,473,000 , respectively. |
Advertising | Advertising The Company expenses advertising costs as incurred and has included these expenses as a component of Selling, General and Administrative costs. Advertising costs for the years ended December 31, 2021 and 2020 were $ 654,000 631,000 |
Share-Based Compensation | Share-Based Compensation The Company recognizes share-based compensation expense for all stock options and restricted stock units granted to employees and directors based on estimated fair values. The Company estimates the fair value of restricted stock units based on the closing bid price of the Company’s common stock on the date of grant. The Company estimates the fair value of stock options on the date of grant using an option-pricing model. The value of the portion of the stock options that is ultimately expected to vest is recognized as expense on a straight-line basis over the requisite service period. Forfeitures are estimated on the date of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company uses the Black-Scholes-Merton option-pricing model to calculate the estimated fair value of stock options on the measurement date (generally, the date of grant). The required inputs in the option-pricing model include the expected life of the stock options, estimated volatility factor, risk-free interest rate and expected dividend yield. These inputs are subjective and generally require significant judgment. During the years ended December 31, 2021 and 2020, the Company calculated the fair value of stock options granted based on the following assumptions: Fair Value Assumptions of Stock Options DECEMBER 31, DECEMBER 31, 2021 2020 Expected life (years) 5.77 6.08 2.14 6.08 Estimated volatility factor 59.1 63.8 57.9 59.9 Risk-free interest rate 0.58 1.33 0.28 0.96 Expected dividend yield — — Expected Life Share-Based Payment Simplified Method for Plain Vanilla Share Options Estimated Volatility Factor Risk-Free Interest Rate Expected Dividend Yield Estimated Forfeitures |
Warrants | Warrants The Company has a number of outstanding warrants. From time to time the terms of the warrants may be exchanged, amended or otherwise modified. Historically, the Company’s warrants have been deemed stand-alone equity instruments and as such changes to the original terms of the warranted have been accounted for a modification under Accounting Standards Codification (“ASC”) 718, Compensation – Stock Based Compensation On April 29, 2020, the Company entered into a warrant exchange agreement (“Warrant Exchange Agreement”) with certain holders of warrants under the August 2015 Senior Secured Promissory Notes, the Securities Purchase Agreement and the Warrant Reorganization Agreement. Pursuant to the Warrant Exchange Agreement, the Company agreed to exchange an aggregate of 45,977,809 warrants (“August 2015 Warrants”, “February 2018 Warrants 1 & 2”, and all “August 2019 Warrants” collectively, “the exchanged warrants”) for 29,881,855 warrants (“April 2020 Warrants”) (refer to Note 9 of the consolidated financial statements). The fair value of the April 2020 Warrants was not greater than the fair values of the exchanged warrants immediately prior to the modification date and therefore had no impact on the Company’s year ended results. The fair value of each exchanged warrants immediately prior to the modification were estimated utilizing either a Black Scholes Merton or Monte Carlo option pricing model. The fair value of each April 2020 Warrants immediately after the modification were estimated utilizing a Black Scholes Merton option pricing model. The following table outlines the range of assumptions utilized in the option pricing models: Schedule of Fair Value Warrant Assumptions on Issuance EXCHANGED APRIL 2020 WARRANTS Contractual life (years) 0.68 3.31 0.38 1.63 Estimated volatility factor 43 52 38 46 Risk-free interest rate 0.14 0.26 0.10 0.19 Expected dividend yield — — Contractual Life. Estimated Volatility Factor. Risk-Free Interest Rate. Expected Dividend Yield. In December 2020, the Company also entered into an amendment (the “Warrant Amendment”) to a previously outstanding warrant to purchase 5,333,333 1,777,778 0.96 1,777,778 1.00 1,777,777 1.04 The fair value of the February 2018 Warrants was greater than the fair values of the exchanged warrants immediately prior to the modification date and therefore the Company recognized $ 72,000 Schedule of Fair Value Warrant Assumptions on Issuance DECEMBER 2020 WARRANTS Contractual life (years) 0.24 0.96 Estimated volatility factor 15 58 Risk-free interest rate 0.10 0.11 Expected dividend yield — Contractual Life. Estimated Volatility Factor. Risk-Free Interest Rate. Expected Dividend Yield. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to the differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. To the extent that deferred tax assets cannot be recognized under the preceding criteria, the Company establishes valuation allowances, as necessary, to reduce deferred tax assets to the amounts expected to be realized. As of December 31, 2021 and 2020, all deferred tax assets, except the deferred tax asset generated during the year related to foreign entities, were fully offset by a valuation allowance. The realization of deferred tax assets is dependent upon future federal, state and foreign taxable income. The Company’s judgments regarding deferred tax assets may change due to future market conditions, as the Company expands into international jurisdictions, due to changes in U.S. or international tax laws and other factors. These changes, if any, may require material adjustments to the Company’s deferred tax assets, resulting in a reduction in net income or an increase in net loss in the period in which such determinations are made. The Company recognizes liabilities for uncertain tax positions based upon a two-step process. To the extent that a tax position does not meet a more-likely-than-not level of certainty, no benefit is recognized in the consolidated financial statements. If a tax position meets the more-likely-than-not level of certainty, it is recognized in the consolidated financial statements at the largest amount that has a greater than 50 no No |
Foreign Currency | Foreign Currency The functional currency of the Company’s subsidiary Pro Farm is the U.S. dollar. Assets and liabilities have been converted to the U.S. dollar reporting currency using the exchange rates in effect on the consolidated balance sheet dates. Equity accounts are converted at historical rates, except for the change in retained earnings during the year which is the result of the income statement conversion process. Revenue and expense accounts are converted using the weighted average exchange rate during the period. The cumulative conversion adjustments associated with the net assets of foreign subsidiaries and the Company’s normal operations are recorded in “Other income (expense)” in the consolidated statement of operations in the amounts of $ 0.3 |
Comprehensive Loss | Comprehensive Loss Comprehensive loss represents the net loss for the period adjusted for the results of certain changes to stockholders’ equity that are not reflected in the consolidated statements of operations, if applicable. From time to time the Company is impacted by foreign currency translation in the consolidation of the Company’s subsidiaries. |
Segment Information | Segment Information The Company is organized as a single operating segment, whereby its chief operating decision maker assesses the performance of and allocates resources to the business as a whole. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Tax” (“ASU No. 2019-12”), which removed certain exceptions and updated certain provisions related to the accounting for income tax. The provisions of ASU No. 2019-12 are effective for annual reporting periods beginning after December 15, 2020, and interim reporting periods within those annual periods, with early adoption permitted, including adoption in any interim period for public business entities for periods for which consolidated financial statements have not yet been issued or made available for issuance. The Company adopted ASU-No.2019-12, on January 1, 2021 on a modified retrospective basis. The Company has determined that the impact of implementing this new standard on the consolidated financial statements is immaterial given the Company’s current and expected net loss position in future periods. As a result of the implementation no benefit was recognized for federal or state income taxes and no significant adjustments were made into the Company’s income tax provision as of December 31, 2021. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 introduces a new forward-looking approach, based on expected losses, to estimate credit losses on certain types of financial instruments, including trade receivables. The estimate of expected credit losses will require entities to incorporate considerations of historical information, current information and reasonable and supportable forecasts. ASU 2016-13 also expands the disclosure requirements to enable users of consolidated financial statements to understand the entity’s assumptions, models and methods for estimating expected credit losses. For public business entities that meet the definition of an SEC filer, ASU 2016-13 is effective for annual and interim reporting periods beginning after December 15, 2019, and the guidance is to be applied using the modified-retrospective approach. Earlier adoption is permitted for annual and interim reporting periods beginning after December 15, 2018. In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments – Credit Losses,” (“ASU No. 2018-19”), in April 2019, the FASB issued Accounting Standards Update No. 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments (“ASU 2019-04”), in May 2019, the FASB issued Accounting Standards Update No. 2019-05, Financial Instruments—Credit Losses (Topic 326) (“ASU 2019-05”), in November 2019, the FASB issued Accounting Standards Update No. 2019-10, Financial Instruments—Credit Losses, (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842): Effective Date (“ASU 2019-10”) and Accounting Standards Update No. 2019-11, Financial Instruments—Credit Losses (“ASU 2019-11”), and in February 2020, the FASB issued Accounting Standards Update No. 2020-02, Financial Instruments—Credit Losses, (Topic 326) and Leases (Topic 842) (“ASU 2020-02”). ASU 2020-02, delayed the effective date for certain entities including entities meeting the SEC’s definition of a Smaller Reporting Company. The Company is currently evaluating ASU 2016-13 and all related ASUs to determine the impact to its consolidated financial statements and related disclosures. The Company does not believe the adoption of ASU 2016-13 will have a material impact on the Company’s consolidated financial statements. In August 2020, the FASB issued ASU No. 2020-06, “Debt-Debt with Conversion and Other Options (Sub Topic 470-20) and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity” (“ASU No. 2020-06”), which removed certain separation models for convertible instruments including no longer separating an embedded conversion features from the host contract that are not required to be accounted for as derivatives or do not result in substantial premiums accounted for as paid-in capital and a convertible debt instrument will be accounted for as a single liability measured at its amortized cost and a convertible preferred stock will be accounted for as a single equity instrument measured at its historical cost, as long as no other features required bifurcation and recognition as derivatives and included disclosure amendments for convertible instruments. The provisions of the ASU also amended Subtopic 815-40 by removing certain conditions from the previous settlement guidance, required instruments classified as an asset or liability be measured subsequently with changes reported in earnings and clarified the FASB’s view on penalty payments, disclosure requirements and reassessment on both freestanding and embedded features. Lastly, the provisions of the ASU also included amendments to the calculation of earnings per share. The provisions of ASU No. 2020-06 are effective for fiscal years beginning after December 15, 2021 including interim reporting periods within those fiscal years, with early adoption permitted, but no earlier than fiscal years beginning after December 15, 2020 excluding entities eligible to be smaller reporting companies as defined by the SEC and for all other entities for fiscal years beginning after December 15, 2023. This ASU shall be applied on a modified retrospective or full retrospective method of transition. The Company has not yet determined the impact of implementing this new standard on the consolidated financial statements. In May 2021, the FASB issued Accounting Standards Update No. 2021-04, “Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation – Stock Based Compensation (Topic 718), and Derivatives and Hedging – Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options” (“ASU No. 2021-04”), which clarified an issuer’s accounting for modification or exchanges of freestanding equity-classified written call options that remain equity classified after modification or exchange. The provisions of ASU No. 2021-04 are effective for annual reporting periods beginning after December 15, 2021, and interim reporting periods within those annual periods, with early adoption permitted, including adoption in any interim period for public business entities for periods for which consolidated financial statements have not yet been issued or made available for issuance. This ASU shall be applied on a prospective basis. The Company does not believe the adoption of ASU 2021-04 will have a significant impact on the Company’s consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Class of Warrant or Right [Line Items] | |
Schedule of Significant Customer's Revenues and Account Receivable Percentage | Customers to which 10% or more of the Company’s total revenues are attributable for any one of the periods presented consist of the following: Schedule of Significant Customer's Revenues and Account Receivable Percentage CUSTOMER A B C Twelve months ended December 31, 2021 20 % 14 % 14 % 2020 22 % 13 % 13 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either December 31, 2021 or 2020, consist of the following: CUSTOMER A B C D December 31, 2021 39 % 13 % 10 % 1 % December 31, 2020 49 % 4 % - % 14 % |
Schedule of Cash, Cash Equivalents and Restricted Cash | Schedule of Cash, Cash Equivalents and Restricted Cash DECEMBER 31, DECEMBER 31, 2021 2020 Cash and cash equivalents $ 19,623 $ 15,841 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 21,183 $ 17,401 |
Schedule of Inventories, Net | Inventories, net consist of the following (in thousands): Schedule of Inventories, Net DECEMBER 31, DECEMBER 31, 2021 2020 Raw materials $ 3,311 $ 2,487 Work in progress 671 987 Finished goods 4,651 3,144 Inventory $ 8,633 $ 6,618 |
Summary of Property, Plant and Equipment Estimated Useful Lives | Summary of Property, Plant and Equipment Estimated Useful Lives ASSET CATEGORY ESTIMATED USEFUL LIFE Building 30 Computer equipment 2 3 Machinery and equipment 3 20 Office equipment 3 5 Furniture 3 5 Leasehold improvements Shorter of lease term or useful life Software 3 |
Summary of Intangible Assets Estimated Useful Lives | Intangible assets are acquired individually or as part of a group at fair value. Intangible assets with definitive lives are amortized over the useful life of the intangible asset, which is the period over which the asset is expected to contribute directly or indirectly to the entity’s future cash flows. Summary of Intangible Assets Estimated Useful Lives ASSET CATEGORY ESTIMATED USEFUL LIFE Customer Relationship 15 Developed Technology 10 Tradenames 10 15 Non-compete 6 In Process Research and Development 11 |
Schedule of Fair Value of Derivative Liability | Schedule of Fair Value of Derivative Liability DECEMBER 30, DECEMBER 31, 2021 2020 Discount Rate 14.9 % 15.5 % Volatility 47.0 % 45.8 % Credit spread 6.1 % 9.0 % Risk-free rate 0.7 % 0.2 % |
Schedule of Deferred Revenue | Schedule of Deferred Revenue DECEMBER 31, DECEMBER 31, 2021 2020 Product revenues $ 87 $ 189 Financing costs 477 581 License revenues 961 1,232 Total deferred revenues 1,525 2,002 Less current portion (360 ) (374 ) Long term portion $ 1,165 $ 1,628 |
Fair Value Assumptions of Stock Options | Fair Value Assumptions of Stock Options DECEMBER 31, DECEMBER 31, 2021 2020 Expected life (years) 5.77 6.08 2.14 6.08 Estimated volatility factor 59.1 63.8 57.9 59.9 Risk-free interest rate 0.58 1.33 0.28 0.96 Expected dividend yield — — |
April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value Warrant Assumptions on Issuance | Schedule of Fair Value Warrant Assumptions on Issuance EXCHANGED APRIL 2020 WARRANTS Contractual life (years) 0.68 3.31 0.38 1.63 Estimated volatility factor 43 52 38 46 Risk-free interest rate 0.14 0.26 0.10 0.19 Expected dividend yield — — |
February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Schedule of Fair Value Warrant Assumptions on Issuance | Schedule of Fair Value Warrant Assumptions on Issuance DECEMBER 2020 WARRANTS Contractual life (years) 0.24 0.96 Estimated volatility factor 15 58 Risk-free interest rate 0.10 0.11 Expected dividend yield — |
Right of Use Assets and Lease_2
Right of Use Assets and Lease Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Right Of Use Assets And Lease Liabilities | |
Schedule of Components of Lease Expense | The components of lease expense were as follows (in thousands): Schedule of Components of Lease Expense DECEMBER 31, DECEMBER 31, 2021 2020 Operating lease cost $ 1,364 $ 1,149 Short-term lease cost 85 175 Sublease income - (26 ) Total operating lease costs: $ 1,449 $ 1,298 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities for each future calendar year as of December 31, 2021 are as follows (in thousands): Schedule of Maturities of Lease Liabilities OPERATING LEASES 2022 $ 1,556 2023 1,514 2024 1,048 2025 169 2026 - Total lease payments 4,287 Less: imputed interest 395 Total lease obligation 3,892 Less lease obligation, current portion 1,381 Lease obligation, non-current portion $ 2,511 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | Property, plant and equipment consist of the following (in thousands): Schedule of Property, Plant and Equipment DECEMBER 31, DECEMBER 31, 2021 2020 Land $ 1 $ 1 Buildings 6,562 6,562 Computer equipment and software 581 564 Furniture, fixtures and office equipment 393 416 Machinery and equipment 16,829 16,047 Leasehold improvements 2,410 2,410 Construction in progress 891 367 Gross property, plant and equipment 27,667 26,367 Less accumulated depreciation and amortization (14,991 ) (13,802 ) Property, plant and equipment, net $ 12,676 $ 12,565 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | The Company’s intangible assets consist of the following (in thousands): Schedule of Intangible Assets DECEMBER 31, DECEMBER 31, 2021 2020 Customer Relationships $ 2,219 $ 2,244 Developed Technology 16,362 16,362 Tradenames 3,102 3,106 Non-compete 89 90 In Process Research and Development 2,713 2,713 Gross intangibles 24,485 24,515 Less accumulated amortization (5,474 ) (3,132 ) Intangibles, net $ 19,011 $ 21,383 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share | The following table sets forth the potential shares of common stock as of the end of each period presented that are not included in the calculation of diluted net loss per share because to do so would be anti-dilutive (in thousands): Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share DECEMBER 31, DECEMBER 31, 2021 2020 Stock options outstanding 12,677 13,380 Warrants to purchase common stock 152 14,534 Restricted stock units outstanding 3,980 4,588 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 54 18 Maximum contingent consideration shares to be issued 5,415 5,972 Anti-dilutive securities excluded from computation of earning per share 22,776 38,990 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): Schedule of Accrued Liabilities DECEMBER 31, DECEMBER 31, 2021 2020 Accrued compensation $ 3,922 $ 3,495 Accrued warranty costs 440 475 Accrued customer incentives 6,758 4,288 Accrued liabilities, acquisition related 30 1,463 Loan-related fees 707 - Accrued liabilities, other 2,994 1,929 Accrued Liabilities $ 14,851 $ 11,650 |
Schedule of Liability Measured at Fair Value Using Unobservable Inputs | Schedule of Liability Measured at Fair Value Using Unobservable Inputs CONTINGENT CONSIDERATION LIABILITY Fair value at December 31, 2029 $ 1,737 Change in estimated fair value recorded of contingent consideration 445 Fair value at December 31, 2020 2,182 Change in estimated fair value recorded of contingent consideration (639 ) Settlement of contingent consideration (1,004 ) Fair value at December 31, 2021 $ 539 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Including Debt to Related Parties | Debt, including debt due to related parties, consists of the following (in thousands): Schedule of Debt Including Debt to Related Parties DECEMBER 31, DECEMBER 31, 2021 2020 Secured promissory notes (“October 2012 and April 2013 Secured Promissory Notes”) bearing interest at 8.00 December 31, 2022 $ 3,425 $ 3,425 Secured promissory note (“June 2014 Secured Promissory Note”) bearing interest at prime plus 2 5.25 payable monthly through June 2036 147 166 7,774 8,106 Secured revolving borrowing (“LSQ Financing”) bearing interest at ( 12.80 through March 2022 14,829 8,966 Senior secured promissory notes due to related parties (“August 2015 Senior Secured Promissory Notes”) bearing interest at 8 December 31, 2022 7,300 7,300 Research loan facility (“2018 Research Facility”) bearing interest at 1.00 25 September 2022 38 41 272 283 Debt $ 33,600 $ 28,080 Less debt due to related parties, non-current - (7,300 ) Less current portion (25,909 ) (9,301 ) Debt, non-current $ 7,691 $ 11,479 |
Schedule of Contractual Future Payments to Related Parties | As of December 31, 2021, aggregate contractual future principal payments on the Company’s debt, including debt due to related parties, are due as follows (in thousands): Schedule of Contractual Future Payments to Related Parties PERIOD ENDING DECEMBER 31, DEBT 2022 $ 22,652 2023 471 2024 491 2025 514 2026 537 Thereafter 5,844 Total future principal payments 30,510 Interest payments included in debt balance (1) 3,275 Total future debt payments $ 33,785 (1) Due to the debt extinguishment requirement, the Company has included both accrued interest and future interest in the debt balance for certain outstanding debt. |
Schedule of Debt Activity | The following table reflects the activity under this note: Schedule of Debt Activity 2021 2020 Principal balance, net at January 1, $ 8,106 $ 8,404 Principal payments (785 ) (820 ) Interest 434 503 Debt discount amortization 19 19 Principal balance, net at December 31, 2021 $ 7,774 $ 8,106 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants | |
Summary of Information About Common Stock Warrants Outstanding | The following table summarizes information about the Company’s common stock warrants activities for the year ended December 31, 2021 and the warrants outstanding as of December 31, 2021 (in thousands, except exercise price data): Summary of Information About Common Stock Warrants Outstanding YEAR YEAR SHARES ENDED ENDED SHARES SUBJECT TO NUMBER OF NUMBER OF SUBJECT TO ISSUE EXPIRATION WARRANTS WARRNTS SHARES WARRANTS DATE DATE EXERCISE OUTSTANDING EXERCISED EXPIRED OUTSANDING DESCRIPTION MM/YY MM/YY PRICE 12/31/2020 12/31/2021 12/31/2021 12/31/2021 June 2013 Warrants 06/13 6/23 $ 8.40 27 - - 27 November 2016 Warrants 11/16 11/26 $ 2.38 125 - - 125 November 2017 Warrants 06/17 06/27 $ 1.10 80 (80 ) - - April 2020 Warrants, Tranche 4 04/20 03/21 $ 0.75 5,862 (5,862 ) - - April 2020 Warrants, Tranche 5 04/20 12/21 $ 0.75 4,885 (4,727 ) (158 ) - December 2020 Warrants, Tranche 2 12/20 03/21 $ 1.00 1,778 (1,778 ) - - December 2020 Warrants, Tranche 3 12/20 12/21 $ 1.04 1,777 - (1,777 ) - TOTALS: 14,534 (12,447 ) (1,935 ) 152 (1) The June 2013 Warrants expire upon the earlier to occur of (i) the date listed above; (ii) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any transfer of more than 50% of the voting power of the Company, reorganization, merger or consolidation, but excluding any merger effected exclusively for the purpose of changing the domicile of the Company); or (iii) a sale of all or substantially all of the assets of the Company unless the Company’s stockholders of record as constituted immediately prior to such acquisition or sale will, immediately after such acquisition or sale (by virtue of securities issued as consideration for the Company’s acquisition or sale or otherwise), hold at least fifty percent (50%) of the voting power of the surviving or acquiring entity. |
Stock Option Plans (Tables)
Stock Option Plans (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the activity under the Company’s stock option plans for the year ended December 31, 2021 (in thousands, except exercise price and remaining contractual life data): Summary of Stock Options Activity WEIGHTED- AVERAGE WEIGHTED- REMAINING AVERAGE CONTRACTUAL AGGREGATE SHARES EXERCISE LIFE INTRINSIC OUTSTANDING PRICE (IN YEARS) VALUE Balances at December 31, 2020 13,380 $ 2.32 7.7 $ 418 Options granted 553 $ 2.24 Options exercised (79 ) $ 1.12 Options cancelled (1,177 ) $ 1.98 Balances at December 31, 2021 12,677 $ 2.35 6.8 $ - Vested and expected to vest at December 31, 2021 11,324 $ 2.47 6.6 $ - Exercisable at December 31, 2021 8,163 $ 2.88 6.0 $ - |
Schedule of Assumptions Utilized in Option Pricing Model | Schedule of Assumptions Utilized in Option Pricing Model AUGUST 3, 2020 Expected life (years) 2.14 6.08 Estimated volatility factor 58.8 % Risk-free interest rate 0.28 % Expected dividend yield — |
Summary of Restricted Stock Units Activity | Summary of Restricted Stock Units Activity WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Outstanding at December 31, 2020 4,588 $ 1.14 Granted 824 1.61 Settled (1,432 ) 1.31 Forfeited - - Outstanding at December 31, 2021 3,980 $ 1.17 |
Summary of Non-vested Restricted Stock Units Activity | The following table summarizes the activity of non-vested restricted stock units for the year ended December 31, 2021 (in thousands, except weighted average grant date fair value): Summary of Non-vested Restricted Stock Units Activity WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Nonvested at December 31, 2020 1,437 $ 1.16 Granted 824 1.61 Vested (1,265 ) 1.42 Forfeited - - Nonvested at December 31, 2021 996 $ 1.21 |
Summary of Shares Available for Grant Under Stock Incentive Plans | The following table summarizes shares available for grant under the Company’s current stock incentive plans for the year ended December 31, 2021 (in thousands): Summary of Shares Available for Grant Under Stock Incentive Plans SHARES AVAILABLE FOR GRANT Balances at December 31, 2020 4,410 Shares authorized 5,862 Options granted (553 ) Options cancelled 1,158 Restricted stock units granted (824 ) Restricted stock units cancelled - Balances at December 31, 2021 10,053 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Domestic and Foreign (loss) Before Income Taxes | As of December 31, 2021 and 2020, income (Loss) before provision for income taxes, includes the following components (in thousands): Schedule of Domestic and Foreign (loss) Before Income Taxes DECEMBER 31, DECEMBER 31, 2021 2020 Domestic $ (12,797 ) (19,774 ) Foreign (3,712 ) (365 ) Income/(Loss) before income taxes $ (16,509 ) $ (20,139 ) |
Schedule of Provision for Income Taxes | The provision (benefit) for income taxes consists of the following (in thousands): Schedule of Provision for Income Taxes DECEMBER 31, DECEMBER 31, 2021 2020 CURRENT: Federal - - State - - Foreign $ 45 35 Total Current: 45 35 DEFERRED: Foreign 0 (6 ) Total Deferred: 0 (6 ) Provision for income taxes $ 45 29 |
Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate | Income tax provision (benefit) related to continuing operations differ from the amounts computed by applying the statutory income tax rate of 21 Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate DECEMBER 31, DECEMBER 31, 2021 2020 U.S. Federal tax benefit at statutory rate 21 % 21 % State tax benefit 1 8 Deferred tax asset true up 0 (3 ) Expiring tax attributes 0 (240 ) Share-based compensation expense (2 ) (2 ) Other (1 ) (1 ) Financing cost, warrants 2 (1 ) PPP Loan Forgiveness 0 2 Adjustment due to change in valuation allowance (19 ) 216 Provision for income taxes 0 % 0 % |
Schedule of Deferred Tax Assets | The tax effects of significant temporary differences representing net deferred tax assets and liabilities consisted of the following (in thousands): Schedule of Deferred Tax Assets DECEMBER 31, DECEMBER 31, 2021 2020 DEFERRED TAX ASSETS: Federal & State NOL carryforward $ 34,658 $ 31,911 Research and development tax credits 2,901 2,762 Other, deferred tax assets 5,798 7,137 Total gross deferred tax assets 43,357 41,810 Less valuation allowance (37,201 ) (33,873 ) Total deferred tax assets $ 6,156 $ 7,917 DEFERRED TAX LIABILITIES: Other Intangibles (4,967 ) (5,615 ) Other deferred tax liabilities (1,169 ) (2,302 ) Total gross deferred tax liabilities (6,136 ) (7,917 ) Net deferred tax assets $ 20 $ 20 |
Reconciliation of Beginning and Ending Unrecognized Tax Benefits | The Company has the following activity relating to unrecognized tax benefits is as follows (in thousands): Reconciliation of Beginning and Ending Unrecognized Tax Benefits DECEMBER 31, DECEMBER 31, 2021 2020 Balance at January 1 $ 946 $ 1,431 Gross increase to tax positions in prior years 24 40 Gross decrease to tax positions in prior years - (617 ) Gross increase to tax positions in current years 22 92 Balance at December 31 $ 992 $ 946 |
Common Stock (Tables)
Common Stock (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Reserved Shares of Common Stock for Future Issuances | As of December 31, 2021, the Company had reserved shares of common stock for future issuances as follows (in thousands): Reserved Shares of Common Stock for Future Issuances SHARES Shares available for future grant under stock incentive plans 10,053 Stock options outstanding 12,677 Restricted stock units outstanding 3,980 Warrants to purchase common stock 152 Common shares to be issued in lieu of agent fees 498 Shares available for future purchase under ESPP 307 Maximum contingent consideration shares to be issued 5,415 Balance at December 31, 2021 33,082 |
Summary of Business, Basis of_2
Summary of Business, Basis of Presentation (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 28, 2022 | Dec. 31, 2020 | |
Date of incorporation | Jun. 15, 2006 | ||
Working capital surplus | $ 2,510,000 | ||
Cash and cash equivalents, value | 19,623,000 | $ 15,841,000 | |
Short-term and long-term debt | 33,600,000 | ||
Restricted Cash and Cash Equivalents | $ 1,560,000 | ||
Forecast [Member] | |||
Cash and cash equivalents, value | $ 8,793,000 | ||
Pro Farm Technogies Comercio de Insumos Agricolas do Brasil ltda [Member] | |||
Ownership controlling interest percentage | 99.00% |
Schedule of Significant Custome
Schedule of Significant Customer's Revenues and Account Receivable Percentage (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Customer A [Member] | Revenue Benchmark [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 20.00% | 22.00% |
Customer A [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 39.00% | 49.00% |
Customer B [Member] | Revenue Benchmark [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 14.00% | 13.00% |
Customer B [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 13.00% | 4.00% |
Customer C [Member] | Revenue Benchmark [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 14.00% | 13.00% |
Customer C [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 10.00% | |
Customer D [Member] | Accounts Receivable [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues and accounts receivable | 1.00% | 14.00% |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash and cash equivalents | $ 19,623,000 | $ 15,841,000 |
Restricted cash, less current portion | $ 1,560,000 | $ 1,560,000 |
Schedule of Inventories, Net (D
Schedule of Inventories, Net (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Raw materials | $ 3,311 | $ 2,487 |
Work in progress | 671 | 987 |
Finished goods | 4,651 | 3,144 |
Inventory | $ 8,633 | $ 6,618 |
Summary of Property, Plant and
Summary of Property, Plant and Equipment Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Building [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 30 years |
Computer Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 2 years |
Computer Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 20 years |
Office Equipment [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 years |
Office Equipment [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 5 years |
Furniture [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 years |
Furniture [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 5 years |
Leasehold Improvements [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life, description | Shorter of lease term or useful life |
Software [Member] | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, estimated useful life | 3 years |
Summary of Intangible Assets Es
Summary of Intangible Assets Estimated Useful Lives (Details) | 12 Months Ended |
Dec. 31, 2021 | |
Customer Relationships [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 15 years |
Developed Technology Rights [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 10 years |
Trade Names [Member] | Minimum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 10 years |
Trade Names [Member] | Maximum [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 15 years |
Non-Compete [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 6 years |
In Process Research and Development [Member] | |
Property, Plant and Equipment [Line Items] | |
Intangible asset, useful life | 11 years |
Schedule of Fair Value of Deriv
Schedule of Fair Value of Derivative Liability (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Discount Rate | 14.90% | 15.50% |
Volatility | 47.00% | 45.80% |
Credit spread | 6.10% | 9.00% |
Risk-free rate | 0.70% | 0.20% |
Schedule of Deferred Revenue (D
Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Product revenues | $ 87 | $ 189 |
Financing costs | 477 | 581 |
License revenues | 961 | 1,232 |
Total deferred revenues | 1,525 | 2,002 |
Less current portion | (360) | (374) |
Long term portion | $ 1,165 | $ 1,628 |
Fair Value Assumptions of Stock
Fair Value Assumptions of Stock Options (Details) | Aug. 03, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | |||
Risk-free interest rate | 0.28% | ||
Expected dividend yield | |||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected life (years) | 2 years 1 month 20 days | 5 years 9 months 7 days | 2 years 1 month 20 days |
Estimated volatility factor | 59.10% | 57.90% | |
Risk-free interest rate | 0.58% | 0.28% | |
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Expected life (years) | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Estimated volatility factor | 63.80% | 59.90% | |
Risk-free interest rate | 1.33% | 0.96% |
Schedule of Fair Value Warrant
Schedule of Fair Value Warrant Assumptions on Issuance (Details) | Dec. 31, 2021 |
Measurement Input, Expected Term [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding term | 8 months 4 days |
Measurement Input, Expected Term [Member] | Minimum [Member] | April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding term | 4 months 17 days |
Measurement Input, Expected Term [Member] | Minimum [Member] | February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding term | 2 months 26 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding term | 3 years 3 months 21 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding term | 1 year 7 months 17 days |
Measurement Input, Expected Term [Member] | Maximum [Member] | February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding term | 11 months 15 days |
Measurement Input, Price Volatility [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.43 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.38 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.15 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.52 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.46 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.58 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.0014 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.0010 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.0010 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.0026 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.0019 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | 0.0011 |
Measurement Input, Expected Dividend Rate [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | |
Measurement Input, Expected Dividend Rate [Member] | April 2020 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage | |
Measurement Input, Expected Dividend Rate [Member] | February 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrants and rights outstanding, measurement input, percentage |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | ||||||||||||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2021 | Apr. 29, 2021 | Mar. 25, 2021 | Mar. 15, 2021 | Dec. 29, 2020 | Dec. 15, 2020 | Sep. 15, 2020 | May 02, 2020 | Apr. 30, 2020 | Apr. 29, 2020 | Feb. 05, 2018 | |
Product Information [Line Items] | |||||||||||||
Concentration Risk, Supplier | The active ingredient in the Company’s Regalia product line is derived from the giant knotweed plant, which the Company obtains from China. The Company currently relies on one supplier for this plant. Such single supplier acquires raw knotweed from numerous regional sources and performs an extraction process on this plant, creating a dried extract that is shipped to the Company’s manufacturing plant | ||||||||||||
Ownership in an indirect vendor/supplier relationship percentage | 12.00% | ||||||||||||
Accounts receivable, allowance for credit loss | $ 58,000,000 | $ 0 | |||||||||||
Adjustment to inventory reserves | 422,000 | 387,000 | |||||||||||
Adjustment of actual utilization of manufacturing plant | 578,000 | 1,770,000 | |||||||||||
Deferred product revenue | 87,000 | 189,000 | |||||||||||
Financing revenues | 68,000 | 32,000 | |||||||||||
Research and Development Expense | 11,114,000 | 10,316,000 | |||||||||||
Patent Expenses | 963,000 | 1,014,000 | |||||||||||
Shipping and handling costs | 2,081,000 | 1,473,000 | |||||||||||
Advertising costs | $ 654,000 | 631,000 | |||||||||||
Warrants to purchase of common stock shares | 1,777,778 | 4,000,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.75 | $ 0.96 | |||||||||||
Percentage of recognized uncertain tax position upon ultimate settlement | 50.00% | ||||||||||||
Additional uncertain tax positions | $ 0 | ||||||||||||
Interest and penalties | 0 | 0 | |||||||||||
Cumulative translation adjustment | 300,000 | $ 300,000 | |||||||||||
April 2020 Warrants [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Warrants to purchase of common stock shares | 4,885,317 | 5,862,380 | 13,027,512 | 2,714,065 | 3,392,581 | ||||||||
February Two Thousand Eighteen Warrants One [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Fair vaue of warrants | 72,000 | ||||||||||||
Strategic Collaboration and Distribution Agreements [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Proceeds from collaboration | 800,000 | ||||||||||||
Warrant Exchange Agreement [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Warrants to purchase of common stock shares | 45,977,809 | 45,977,809 | |||||||||||
Warrant Exchange Agreement [Member] | April 2020 Warrants [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Warrants to purchase of common stock shares | 29,881,855 | 29,881,855 | |||||||||||
Warrant Amendment [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Warrants to purchase of common stock shares | 1,777,778 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.96 | ||||||||||||
Warrant Amendment [Member] | Warrant Holder [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Warrants to purchase of common stock shares | 1,777,777 | 1,777,778 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.04 | $ 1 | |||||||||||
Warrant Amendment [Member] | Common Stock [Member] | Warrant Holder [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Warrants to purchase of common stock shares | 5,333,333 | ||||||||||||
Product Sales [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Deferred product revenue | 87,000 | $ 189,000 | |||||||||||
License [Member] | Strategic Collaboration and Distribution Agreements [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Proceeds from collaboration | $ 4,100,000 | ||||||||||||
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Customers [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Customers accounted for percentage of company's total revenues | 24.00% | ||||||||||||
Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member] | Four Product [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Customers accounted for percentage of company's total revenues | 77.00% | 85.00% | |||||||||||
International Customers [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Customers accounted for percentage of company's total revenues | 22.00% | ||||||||||||
Maximum [Member] | |||||||||||||
Product Information [Line Items] | |||||||||||||
Receivables due period | 120 days |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Right Of Use Assets And Lease Liabilities | ||
Operating lease cost | $ 1,364 | $ 1,149 |
Short-term lease cost | 85 | 175 |
Sublease income | (26) | |
Total operating lease costs: | $ 1,449 | $ 1,298 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Right Of Use Assets And Lease Liabilities | ||
2022 | $ 1,556 | |
2023 | 1,514 | |
2024 | 1,048 | |
2025 | 169 | |
2026 | ||
Total lease payments | 4,287 | |
Less: imputed interest | 395 | |
Total lease obligation | 3,892 | |
Less lease obligation, current portion | 1,381 | $ 1,008 |
Lease obligation, non-current portion | $ 2,511 | $ 3,050 |
Right of Use Assets and Lease_3
Right of Use Assets and Lease Liabilities (Details Narrative) | Mar. 31, 2021USD ($)ft² | Mar. 31, 2021EUR (€) | Apr. 30, 2014USD ($)ft² | Sep. 30, 2013USD ($)ft² | Dec. 31, 2021USD ($)ft² | Mar. 31, 2021EUR (€)ft² | Dec. 31, 2020USD ($) | Nov. 30, 2018 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Right of use assets, net | $ 3,637,000 | $ 3,760,000 | ||||||
Total lease obligation | $ 3,892,000 | |||||||
Weighted average incremental borrowing rate | 5.76% | |||||||
Weighted average remaining lease term | 2 years 9 months 18 days | |||||||
Lease Agreement [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Lease term description | The initial term of the lease is for a period of 24 months and requires a 6-month notice prior to termination. The minimum monthly rent is €9,462 per month ($11,096), subject to increase based on the consumer price index increase on January 1 of each fiscal year if, applicable. | The initial term of the lease is for a period of 24 months and requires a 6-month notice prior to termination. The minimum monthly rent is €9,462 per month ($11,096), subject to increase based on the consumer price index increase on January 1 of each fiscal year if, applicable. | ||||||
Area of Land | ft² | 4,500 | 4,500 | ||||||
Payments for Rent | $ 11,096 | € 9,462 | ||||||
Right of use assets, net | 258,000 | € 220,000 | ||||||
Total lease obligation | $ 266,000 | € 227,000 | ||||||
Lease Agreement [Member] | Office and Laboratory Space One [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Square footage of office space | ft² | 27,300 | |||||||
Lease term description | The initial term of the lease was for a period of 60 months and commenced in August 2014. In November 2018, the Company exercised the first lease extension option, extending the lease term for an additional 60 months. The monthly base rent is $44,000 per month for the first 12 months with a 3% increase each year thereafter | |||||||
Initial term of lease | 60 months | |||||||
Commencement date | 2014-08 | |||||||
Monthly base rent | $ 44,000 | |||||||
Percentage of annual increase in base rent | 3.00% | |||||||
Extended lease term | 60 months | |||||||
Lease Agreement [Member] | Office and Laboratory Space Two [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Square footage of office space | ft² | 17,400 | |||||||
Initial term of lease | 60 months | |||||||
Commencement date | 2014-08 | |||||||
Monthly base rent | $ 28,000 | |||||||
Percentage of annual increase in base rent | 3.00% | |||||||
Extended lease term | 60 months | |||||||
Lease Agreement [Member] | Office And Laboratory Space Three [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Square footage of office space | ft² | 2,291 | |||||||
Lease term description | The initial term of the lease is for a period of 48 | |||||||
Initial term of lease | 48 months | |||||||
Percentage of annual increase in base rent | 3.00% | |||||||
Right of use assets, net | $ 614,000 | |||||||
Total lease obligation | $ 682,000 | |||||||
Lease liability stated rate | 5.00% | |||||||
Lease Agreement [Member] | Office And Laboratory Space Three [Member] | Minimum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Monthly base rent | $ 14,000 |
Schedule of Property, Plant and
Schedule of Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | $ 27,667 | $ 26,367 |
Less accumulated depreciation and amortization | (14,991) | (13,802) |
Property, plant and equipment, net | 12,676 | 12,565 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 1 | 1 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 6,562 | 6,562 |
Computer Equipment And Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 581 | 564 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 393 | 416 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 16,829 | 16,047 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | 2,410 | 2,410 |
Construction in Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Gross property, plant and equipment | $ 891 | $ 367 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Details Narrative) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Depreciation and amortization expense | $ 1,189,000 | $ 1,210,000 |
Disposition of property, plant and equipment | 0 | 23,000 |
Product [Member] | ||
Depreciation and amortization expense | $ 1,011,000 | $ 1,024,000 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 24,485 | $ 24,515 |
Less accumulated amortization | (5,474) | (3,132) |
Intangible assets, net | 19,011 | 21,383 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 2,219 | 2,244 |
Developed Technology Rights [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 16,362 | 16,362 |
Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 3,102 | 3,106 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 89 | 90 |
In Process Research and Development [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 2,713 | $ 2,713 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Amortization of Intangible Assets | $ 2,342,000 | $ 2,348,000 |
Acquired Finite-Lived Intangible Assets, Weighted Average Useful Life | 8 years 10 months 24 days | |
From 2022 through 2024 [Member] | ||
Amortization of Intangible Assets | $ 2,341,000 | |
2025 [Member] | ||
Amortization of Intangible Assets | 2,335,000 | |
2026 [Member] | ||
Amortization of Intangible Assets | $ 2,326,000 |
Schedule of Anti-dilutive Secur
Schedule of Anti-dilutive Securities Excluded from Computation of Diluted Net Loss Per Share (Details) - shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 22,776 | 38,990 |
Stock Options Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 12,677 | 13,380 |
Warrants To Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 152 | 14,534 |
Restricted Stock Units Outstanding [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 3,980 | 4,588 |
Common Shares To Be Issued In Lieu of Agent Fees [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 498 | 498 |
Stock Options Purchase Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 54 | 18 |
Maximum Contingent Consideration Shares To Be Issued [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 5,415 | 5,972 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 3,922 | $ 3,495 |
Accrued warranty costs | 440 | 475 |
Accrued customer incentives | 6,758 | 4,288 |
Accrued liabilities, acquisition related | 30 | 1,463 |
Accrued liabilities, other | 2,994 | 1,929 |
Accrued Liabilities | $ 14,851 | $ 11,650 |
Schedule of Liability Measured
Schedule of Liability Measured at Fair Value Using Unobservable Inputs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Payables and Accruals [Abstract] | ||
Beginning balance, Fair value | $ 2,182 | $ 1,737 |
Change in estimated fair value recorded of contingent consideration | (639) | 445 |
Settlement of contingent consideration | (1,004) | |
Ending balance, Fair value | $ 539 | $ 2,182 |
Accrued Liabilities (Details Na
Accrued Liabilities (Details Narrative) - USD ($) | Jun. 09, 2021 | Dec. 31, 2021 |
Common share issued in connection with contingent consideration settlement | 557,821 | |
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 1,004,000 | |
Other Liabilities | $ 539,000 | |
Maximum [Member] | ||
Contingent Consideration Classified as Equity, Fair Value Disclosure | $ 5,415,000 |
Schedule of Debt Including Debt
Schedule of Debt Including Debt to Related Parties (Details) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Debt instrument, prime rate | 5.25% | |
October 2012 and April 2013 Secured Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, maturity date | Dec. 31, 2022 | |
Secured Debt [Member] | October 2012 and April 2013 Secured Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Dec. 31, 2022 | Dec. 31, 2022 |
Secured Debt [Member] | June 2014 Secured Promissory Note [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 5.25% | 5.25% |
Debt instrument, prime rate | 2.00% | 2.00% |
Debt instrument, payment terms | payable monthly through June 2036 | payable monthly through June 2036 |
Unamortized debt discount | $ 147 | $ 166 |
Secured Debt [Member] | Secured Revolving Borrowing Interest Rate at 12.80% Through August 2021 [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 12.80% | 12.80% |
Debt instrument, payment terms | through March 2022 | through March 2022 |
Secured Debt [Member] | August 2015 Senior Secured Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 8.00% | 8.00% |
Debt instrument, maturity date | Dec. 31, 2022 | Dec. 31, 2022 |
Secured Debt [Member] | Research Loan Facility Interest Rate at 1.00% [Member] | ||
Debt Instrument [Line Items] | ||
Debt instrument, interest rate | 1.00% | 1.00% |
Debt instrument, maturity date | Sep. 30, 2022 | Sep. 30, 2022 |
Debt instrument interest rate principal payment | 25.00% | 25.00% |
Imputed interest, net | $ 38 | $ 41 |
Schedule of Debt Including De_2
Schedule of Debt Including Debt to Related Parties (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Short-Term Debt [Line Items] | |||
Long-Term Debt | $ 33,785 | ||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | ||
Long-Term Debt, Excluding Current Maturities | $ 7,691 | $ 11,479 | |
Secured Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt | 33,600 | 28,080 | |
Due to Related Parties, Noncurrent | (7,300) | ||
Long-Term Debt, Current Maturities | (25,909) | (9,301) | |
Long-Term Debt, Excluding Current Maturities | 7,691 | 11,479 | |
October 2012 Secured Promissory Notes and April 2013 Secured Promissory Notes [Member] | Secured Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt | $ 3,425 | $ 3,425 | |
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.00% | |
Debt Instrument, Interest Rate, Stated Percentage | 5.25% | 5.25% | |
Debt Instrument, Payment Terms | payable monthly through June 2036 | payable monthly through June 2036 | |
June 2014 Secured Promissory Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt | $ 7,774 | $ 8,106 | $ 8,404 |
Secured Revolving Borrowing Interest Rate at 12.80% Through August 2021 [Member] | Secured Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt | $ 14,829 | $ 8,966 | |
Debt Instrument, Interest Rate, Stated Percentage | 12.80% | 12.80% | |
Debt Instrument, Payment Terms | through March 2022 | through March 2022 | |
August 2015 Senior Secured Promissory Notes [Member] | Secured Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt | $ 7,300 | $ 7,300 | |
Debt Instrument, Interest Rate, Stated Percentage | 8.00% | 8.00% | |
Research Loan Facility Interest Rate at 1.00% [Member] | Secured Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Long-Term Debt | $ 272 | $ 283 | |
Debt Instrument, Interest Rate, Stated Percentage | 1.00% | 1.00% |
Schedule of Contractual Future
Schedule of Contractual Future Payments to Related Parties (Details) $ in Thousands | Dec. 31, 2021USD ($) | |
Debt Disclosure [Abstract] | ||
2022 | $ 22,652 | |
2023 | 471 | |
2024 | 491 | |
2025 | 514 | |
2026 | 537 | |
Thereafter | 5,844 | |
Total future principal payments | 30,510 | |
Interest payments included in debt balance | 3,275 | [1] |
Total future debt payments | $ 33,785 | |
[1] | Due to the debt extinguishment requirement, the Company has included both accrued interest and future interest in the debt balance for certain outstanding debt. |
Schedule of Debt Activity (Deta
Schedule of Debt Activity (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Debt Instrument [Line Items] | ||
Principal balance, at December 31, 2021 | $ 33,785 | |
June 2014 Secured Promissory Notes [Member] | ||
Debt Instrument [Line Items] | ||
Principal balance, net at January 1, preceding year | 8,106 | $ 8,404 |
Principal payments | (785) | (820) |
Interest | 434 | 503 |
Debt discount amortization | 19 | 19 |
Principal balance, at December 31, 2021 | $ 7,774 | $ 8,106 |
Debt (Details Narrative)
Debt (Details Narrative) | Jan. 07, 2020USD ($) | Jan. 06, 2020 | Feb. 05, 2018USD ($)shares | Feb. 05, 2018USD ($)shares | Mar. 24, 2017USD ($) | Apr. 10, 2013USD ($) | Oct. 02, 2012USD ($) | Nov. 30, 2020USD ($) | Nov. 30, 2020EUR (€) | Sep. 30, 2018USD ($) | Sep. 30, 2018EUR (€) | Jun. 30, 2014USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 29, 2020$ / sharesshares | Sep. 30, 2018EUR (€) | Sep. 28, 2018 | Aug. 31, 2015 | Aug. 30, 2015USD ($)$ / shares | Aug. 20, 2015USD ($)shares |
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fair value of debt | $ 26,300,000 | $ 20,780,000 | ||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 5.25% | |||||||||||||||||||||
Debt conversion converted amount | $ 35,000,000 | |||||||||||||||||||||
Debt conversion converted shares | shares | 20,000,000 | |||||||||||||||||||||
Shares of common stock debt conversion | shares | 4,000,000 | 4,000,000 | 1,777,778 | |||||||||||||||||||
Secured debt | $ 5,000,000 | $ 5,000,000 | $ 7,300,000 | $ 5,000,000 | ||||||||||||||||||
Repayments of Secured Debt | 37,476,000 | 34,790,000 | ||||||||||||||||||||
Restricted Cash and Cash Equivalents, Noncurrent | $ 1,560,000 | $ 1,560,000 | ||||||||||||||||||||
Beneficial ownership | 5.00% | 40.00% | ||||||||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | shares | 12,677,000 | 13,380,000 | 4,000,000 | |||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.75 | $ 0.96 | ||||||||||||||||||||
Warrants and Rights Outstanding | $ 5,333,333 | $ 4,610,000 | ||||||||||||||||||||
Aging collection fee percentage | 0.00% | |||||||||||||||||||||
Accounts Receivable, after Allowance for Credit Loss, Current | $ 13,211,000 | 10,113,000 | ||||||||||||||||||||
Domestic Receivable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Invoice purchase fee percentage | 90.00% | |||||||||||||||||||||
LSQ Funding Group L.C. [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | 14,829,000 | 8,966,000 | ||||||||||||||||||||
Sale of certain accounts receivable | $ 7,000,000 | $ 7,000,000 | ||||||||||||||||||||
Invoice purchase fee percentage | 0.25% | 0.40% | ||||||||||||||||||||
Additional monthly funds usage rate | 0.025% | 0.02% | ||||||||||||||||||||
Aging collection fee percentage | 0.75% | 0.35% | ||||||||||||||||||||
Temination fee percentage | 0.50% | 0.75% | ||||||||||||||||||||
Accounts Receivable, after Allowance for Credit Loss, Current | 12,354,000 | $ 7,254,000 | ||||||||||||||||||||
LSQ Funding Group L.C. [Member] | Domestic Receivable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Invoice purchase fee percentage | 85.00% | |||||||||||||||||||||
LSQ Funding Group L.C. [Member] | Inernational Receivable [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Invoice purchase fee percentage | 70.00% | 60.00% | ||||||||||||||||||||
Innovation Centre Business Finland [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate | 3.00% | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.00% | |||||||||||||||||||||
Extended Maturity [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt maturity date | Dec. 31, 2022 | |||||||||||||||||||||
Maximum [Member] | LSQ Funding Group L.C. [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Advancement rate of receivables face value | 80.00% | |||||||||||||||||||||
Advancement rate of receivables face value | $ 4,500,000 | |||||||||||||||||||||
Minimum [Member] | Innovation Centre Business Finland [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 1.00% | |||||||||||||||||||||
Invoice Purchase Agreement [Member] | LSQ Funding Group L.C. [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Sale of certain accounts receivable | $ 20,000,000 | |||||||||||||||||||||
The Addendum [Member] | LSQ Funding Group L.C. [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Agreement descriptions | In addition to the Amendment, the Company simultaneously entered into an Amended Inventory Financing Addendum (the “Addendum”) with LSQ. The Addendum allows the Company to request an advance up to the lesser of (i) 100% of the Company’s unpaid finished goods inventory; (ii) 65% of the appraised value of the Company’s inventory performed on or on behalf of LSQ; or (iii) $3,000,000. Funds advance under the Addendum are subject to a monthly inventory management fee of 0.5% on the average monthly inventory funds available and a daily interest rate of 0.025%. | |||||||||||||||||||||
Secured Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument description | the Company is required to maintain a current ratio of not less than 1.25-to-1.0, a debt-to-worth ratio of no greater than 4.0-to-1.0 and a loan-to-value ratio of no greater than 70% as determined by Five Star Bank. | |||||||||||||||||||||
October 2012 Secured Promissory Notes [Member] | Secured Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Notes Payable | $ 7,500,000 | |||||||||||||||||||||
April 2013 Secured Promissory Notes [Member] | Loan Agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Notes Payable | $ 4,950,000 | |||||||||||||||||||||
April 2013 Secured Promissory Notes [Member] | Loan Agreement [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Notes Payable | $ 5,000,000 | |||||||||||||||||||||
October 2012 Secured Promissory Notes and April 2013 Secured Promissory Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Fair value of debt | $ 12,450,000 | |||||||||||||||||||||
October 2012 Secured Promissory Notes and April 2013 Secured Promissory Notes [Member] | Secured Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt maturity date | Dec. 31, 2022 | |||||||||||||||||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt conversion converted amount | $ 10,000,000 | |||||||||||||||||||||
Debt conversion converted shares | shares | 5,714,285 | |||||||||||||||||||||
Shares of common stock debt conversion | shares | 1,142,856 | 1,142,856 | ||||||||||||||||||||
Secured debt | $ 3,425,000 | $ 3,425,000 | $ 2,450,000 | |||||||||||||||||||
Debt maturity date | Dec. 31, 2022 | |||||||||||||||||||||
Debt fee percentage | 7.00% | |||||||||||||||||||||
Stock Issued During Period, Shares, Issued for Services | shares | 498,000 | |||||||||||||||||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | Maximum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate | 14.00% | 14.00% | ||||||||||||||||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | Minimum [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | ||||||||||||||||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | Secured Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt maturity date | Dec. 31, 2022 | Dec. 31, 2022 | ||||||||||||||||||||
Debt instrument, interest rate | 8.00% | 8.00% | ||||||||||||||||||||
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.00% | ||||||||||||||||||||
Debt instrument, interest rate | 5.25% | 5.25% | ||||||||||||||||||||
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | Business Loan Agreement [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Proceeds from Notes Payable | $ 10,000,000 | |||||||||||||||||||||
Debt maturity date | Jun. 30, 2036 | |||||||||||||||||||||
Debt instrument, interest rate | 5.25% | |||||||||||||||||||||
Repayments of Secured Debt | $ 65,404 | |||||||||||||||||||||
Restricted Cash and Cash Equivalents, Noncurrent | 1,560,000 | |||||||||||||||||||||
Finance Lease, Liability | $ 304,000 | |||||||||||||||||||||
Debt instrument description | The Company may prepay 20% of the outstanding principal loan balance each year without penalty. A prepayment fee of 10% will be charged if prepayments exceed 20% in the first year, and the prepayment fee will decrease by 1% each year for the first ten years of the loan. | |||||||||||||||||||||
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | Business Loan Agreement [Member] | Prime Rate [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt instrument, interest rate | 2.00% | |||||||||||||||||||||
August 2015 Senior Secured Promissory Notes [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Deferred Offering Costs | 302,000 | |||||||||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 1.91 | |||||||||||||||||||||
August 2015 Senior Secured Promissory Notes [Member] | Three Years From Closing [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Notes Payable | 10,000,000 | |||||||||||||||||||||
August 2015 Senior Secured Promissory Notes [Member] | Four Years From Closing [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Notes Payable | 10,000,000 | |||||||||||||||||||||
August 2015 Senior Secured Promissory Notes [Member] | Five Years From Closing [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Notes Payable | 20,000,000 | |||||||||||||||||||||
August 2015 Senior Secured Promissory Notes [Member] | August 2014 Secured Promissory Note [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Beneficial ownership | 5.00% | |||||||||||||||||||||
Debt Instrument, Face Amount | $ 40,000,000 | |||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 8.00% | |||||||||||||||||||||
September 2018 [Member] | LSQ Funding Group L.C. [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Face Amount | $ 326,000 | € 282,000 | ||||||||||||||||||||
Proceeds from Other Debt | $ 232,000 | € 158,000 | 94,000 | € 80,000 | ||||||||||||||||||
Debt Instrument outstanding principal balance | $ 272,000 | € 231,000 | ||||||||||||||||||||
September 2018 [Member] | Innovation Centre Business Finland [Member] | ||||||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 25.00% |
Summary of Information About Co
Summary of Information About Common Stock Warrants Outstanding (Details) - $ / shares shares in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 29, 2020 | |
Class of Warrant or Right [Line Items] | ||
Warrant exercise price | $ 0.75 | $ 0.96 |
Warrants to purchase of common stock shares | 14,534 | |
Warrants to purchase of common stock shares | 152 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | (12,447) | |
Number of shares expired | (1,935) | |
June 2013 Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants issuance month and year | 2013-06 | |
Class of warrants expiration month and year | 2023-06 | |
Warrant exercise price | $ 8.40 | |
Warrants to purchase of common stock shares | 27 | |
Warrants to purchase of common stock shares | 27 | |
November 2016 Warrant [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants issuance month and year | 2016-11 | |
Class of warrants expiration month and year | 2026-11 | |
Warrant exercise price | $ 2.38 | |
Warrants to purchase of common stock shares | 125 | |
Warrants to purchase of common stock shares | 125 | |
November 2017 Warrants [Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants issuance month and year | 2017-06 | |
Class of warrants expiration month and year | 2027-06 | |
Warrant exercise price | $ 1.10 | |
Warrants to purchase of common stock shares | 80 | |
Warrants to purchase of common stock shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | (80) | |
April 2020 warrants tranche four[ Member] | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants issuance month and year | 2020-04 | |
Class of warrants expiration month and year | 2021-03 | |
Warrant exercise price | $ 0.75 | |
Warrants to purchase of common stock shares | 5,862 | |
Warrants to purchase of common stock shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | (5,862) | |
April 2020 Warrants, Tranche 5 [Member]. | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants issuance month and year | 2020-04 | |
Class of warrants expiration month and year | 2021-12 | |
Warrant exercise price | $ 0.75 | |
Warrants to purchase of common stock shares | 4,885 | |
Warrants to purchase of common stock shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | (4,727) | |
Number of shares expired | (158) | |
December 2020 Warrants, Tranche 2 [Member]. | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants issuance month and year | 2020-12 | |
Class of warrants expiration month and year | 2021-03 | |
Warrant exercise price | $ 1 | |
Warrants to purchase of common stock shares | 1,778 | |
Warrants to purchase of common stock shares | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | (1,778) | |
December 2020 Warrants, Tranche 3 [Member]. | ||
Class of Warrant or Right [Line Items] | ||
Class of warrants issuance month and year | 2020-12 | |
Class of warrants expiration month and year | 2021-12 | |
Warrant exercise price | $ 1.04 | |
Warrants to purchase of common stock shares | 1,777 | |
Warrants to purchase of common stock shares | ||
Number of shares expired | (1,777) |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | Aug. 06, 2019 | Feb. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 15, 2021 | Apr. 29, 2021 | Mar. 31, 2021 | Mar. 15, 2021 | Feb. 09, 2021 | Dec. 29, 2020 | Dec. 15, 2020 | Sep. 15, 2020 | May 02, 2020 | Apr. 30, 2020 | Apr. 29, 2020 | Feb. 05, 2018 | Aug. 20, 2015 |
Warrants expiration date descripition | On August 6, 2019, the Company entered into a warrant amendment and plan of reorganization agreement (the “Warrant Reorganization Agreement”) with certain holders of the February 2018 Warrants. Pursuant to the Warrant Reorganization Agreement, the Company agreed to extend the expiration date under the February 2018 Warrants held by such holders from December 2020 to December 2021 | ||||||||||||||||
Warrants to purchase of common stock shares | 1,777,778 | 4,000,000 | |||||||||||||||
Warrant exercise price | $ 0.75 | $ 0.96 | |||||||||||||||
Proceeds from exercise of warrants | $ 9,720,000 | $ 22,072,000 | |||||||||||||||
Warrants outstanding | $ 5,333,333 | $ 4,610,000 | |||||||||||||||
Warrants intrinsic value | 0 | ||||||||||||||||
Warrants Expiry On May One Two Thousands And Twenty [Member] | |||||||||||||||||
Proceeds from exercise of warrants | 3,392 | ||||||||||||||||
Warrants Expiry On September Fifteen Two Thousands And Twenty [Member] | |||||||||||||||||
Proceeds from exercise of warrants | 2,714,000 | ||||||||||||||||
Warrants Expiry On December Fifteen Two Thousands And Twenty [Member] | |||||||||||||||||
Proceeds from exercise of warrants | 13,027,000 | ||||||||||||||||
Warrants Expiry On March Fifteen Two Thousands And Twenty One [Member] | |||||||||||||||||
Proceeds from exercise of warrants | 4,397,000 | ||||||||||||||||
Warrants Expiry On December Fifteen Two Thousands And Twenty One [Member] | |||||||||||||||||
Warrants to purchase of common stock shares | 1,777,777 | ||||||||||||||||
Warrant exercise price | $ 1.04 | ||||||||||||||||
Proceeds from exercise of warrants | $ 3,545,000 | ||||||||||||||||
Warrants to purchase of common stock shares | 3,555,555 | ||||||||||||||||
Warrants to purchase of common stock shares | 1,777,777 | ||||||||||||||||
Warrants Expiry On March Twenty Five Two Thousands And Twenty One [Member] | |||||||||||||||||
Warrants to purchase of common stock shares | 1,777,778 | ||||||||||||||||
Warrant exercise price | $ 1 | ||||||||||||||||
AugustTwoThousandNineteenWarrantsMember | |||||||||||||||||
Number of shares issued during period | 6,000,000 | ||||||||||||||||
Fair vaue of warrants | $ 1,391,000 | ||||||||||||||||
Warrants to purchase of common stock shares | 6,000,000 | 6,000,000 | |||||||||||||||
FebruaryTwoThousandAndEighteenMember | |||||||||||||||||
Number of warrants exercised | 6,000,000 | ||||||||||||||||
August 2019 [Member] | |||||||||||||||||
Number of warrants exercised | 6,000,000 | ||||||||||||||||
April 2020 Warrants [Member] | |||||||||||||||||
Warrants to purchase of common stock shares | 4,885,317 | 5,862,380 | 13,027,512 | 2,714,065 | 3,392,581 | ||||||||||||
Warrant [Member] | |||||||||||||||||
Warrant exercise price | $ 3.45 | ||||||||||||||||
Proceeds from exercise of warrants | $ 27,075,000 | ||||||||||||||||
Warrant weighted average remaining contractual life | 4 years 3 months 3 days | ||||||||||||||||
Warrant Reorganization Agreement [Member] | Maximum [Member] | |||||||||||||||||
Number of warrants exercised | 36,600,000 | ||||||||||||||||
Warrant Reorganization Agreement [Member] | February 2018 Warrants [Member] | |||||||||||||||||
Stock trades price per share | $ 1 | ||||||||||||||||
Warrants to purchase of common stock shares | 6,000,000 | ||||||||||||||||
Warrant Reorganization Agreement [Member] | AugustTwoThousandNineteenWarrantsMember | Maximum [Member] | |||||||||||||||||
Number of warrants exercised | 36,600,000 | ||||||||||||||||
Warrant Exchange Agreement [Member] | |||||||||||||||||
Warrants to purchase of common stock shares | 45,977,809 | 45,977,809 | |||||||||||||||
Warrant Exchange Agreement [Member] | April 2020 Warrants [Member] | |||||||||||||||||
Warrants to purchase of common stock shares | 29,881,855 | 29,881,855 |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Shares outstanding, beginning balance | shares | 13,380 |
Weighted average exercise price, beginning balance | $ / shares | $ 2.32 |
Weighted-Average remaining contractual life, beginning balance | 7 years 8 months 12 days |
Aggregate intrinsic value, begining balance | $ | $ 418 |
Shares outstanding, options granted | shares | 553 |
Weighted average exercise price, options granted | $ / shares | $ 2.24 |
Shares outstanding, options exercised | shares | (79) |
Weighted average exercise price, options exercised | $ / shares | $ 1.12 |
Shares outstanding, options cancelled | shares | (1,177) |
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price | $ / shares | $ 1.98 |
Shares outstanding, ending balance | shares | 12,677 |
Weighted average exercise price, ending balance | $ / shares | $ 2.35 |
Weighted average remaining contractual life, ending balance | 6 years 9 months 18 days |
Aggregate Intrinsic Value, Ending balance | $ | |
Shares outstanding, vested and expected to vest | shares | 11,324 |
Weighted average exercise price, Vested and expected to vest | $ / shares | $ 2.47 |
Weighted average remaining contractual life, vested and expected to vest | 6 years 7 months 6 days |
Aggregate Intrinsic Value, Vested and expected to vest | $ | |
Shares outstanding, exercisable | shares | 8,163 |
Weighted average exercise price, exercisable | $ / shares | $ 2.88 |
Weighted average remaining contractual life, exercisable | 6 years |
Aggregate Intrinsic Value, Exercisable | $ |
Schedule of Assumptions Utilize
Schedule of Assumptions Utilized in Option Pricing Model (Details) | Aug. 03, 2020 | Dec. 31, 2021 | Dec. 31, 2020 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Estimated volatility factor | 58.80% | ||
Risk-free interest rate | 0.28% | ||
Expected dividend yield | |||
Minimum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected life (years) | 2 years 1 month 20 days | 5 years 9 months 7 days | 2 years 1 month 20 days |
Risk-free interest rate | 0.58% | 0.28% | |
Maximum [Member] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||
Expected life (years) | 6 years 29 days | 6 years 29 days | 6 years 29 days |
Risk-free interest rate | 1.33% | 0.96% |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, Granted | 508,000 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, beginning balance | 4,588,000 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 1.14 |
Restricted stock units, Granted | 824,000 |
Weighted average grant date fair value, granted | $ / shares | $ 1.61 |
Restricted stock units, Settled | (1,432,000) |
Weighted average grant date fair value, settled | $ / shares | $ 1.31 |
Restricted stock units, Forfeited | |
Weighted average grant date fair value, forfeited | $ / shares | |
Restricted stock units, Ending Balance | 3,980,000 |
Weighted average grant date fair value, ending balance | $ / shares | $ 1.17 |
Summary of Non-vested Restricte
Summary of Non-vested Restricted Stock Units Activity (Details) | 12 Months Ended |
Dec. 31, 2021$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, granted | 508,000 |
Nonvested Restricted Stock Units RSU [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, beginning balance | 1,437,000 |
Weighted average grant date fair value, beginning balance | $ / shares | $ 1.16 |
Restricted stock units, granted | 824,000 |
Weighted average grant date fair value, granted | $ / shares | $ 1.61 |
Restricted stock units, vested | (1,265,000) |
Weighted average grant date fair value, vested | $ / shares | $ 1.42 |
Restricted stock units, forfeited | |
Weighted average grant date fair value, forfeited | $ / shares | |
Restricted stock units, ending balance | 996,000 |
Weighted average grant date fair value, ending balance | $ / shares | $ 1.21 |
Summary of Shares Available for
Summary of Shares Available for Grant Under Stock Incentive Plans (Details) | 12 Months Ended |
Dec. 31, 2021shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares available for grant, beginning balance | 4,410,000 |
Shares available for grant, restricted stock units granted | (508,000) |
Shares available for grant, ending balance | 10,053,000 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Shares available for grant ,shares authorized | 5,862,000 |
Shares available for grant, options granted | (553,000) |
Shares available for grant, options cancelled | 1,158,000 |
Shares available for grant, restricted stock units granted | (824,000) |
Shares available for grant, restricted stock units cancelled |
Stock Option Plans (Details Nar
Stock Option Plans (Details Narrative) - USD ($) | Aug. 31, 2020 | May 31, 2019 | Jul. 30, 2011 | Feb. 28, 2021 | Aug. 31, 2020 | May 31, 2020 | May 31, 2020 | Aug. 31, 2013 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 20, 2015 | Jul. 31, 2011 | Jul. 31, 2006 |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | $ 3,351,000 | $ 3,595,000 | |||||||||||
Number of option exercised | 79,000 | ||||||||||||
Number of option exercised | 1,177,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 12,677,000 | 13,380,000 | 4,000,000 | ||||||||||
Number of options weighted-average exercise price | $ 2.35 | $ 2.32 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 45,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 508,000 | ||||||||||||
Total intrinsic value of options exercised | $ 23,000 | $ 13,000 | |||||||||||
Estimated fair value of options vested | $ 0 | $ 357,000 | |||||||||||
Weighted-average estimated fair value of options granted | $ 2.24 | $ 0.38 | |||||||||||
Number of shares granted options | 553,000 | ||||||||||||
Exercise price shares | $ 2.24 | ||||||||||||
Fair value | $ 418,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 6 years 7 months 6 days | ||||||||||||
Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | $ 1,350,000 | 1,222,000 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period | 824,000 | ||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount | $ 898,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Remaining Contractual Term | 9 months 3 days | ||||||||||||
Restricted Stock Units (RSUs) [Member] | Separation And Consulting Arrangement [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options weighted-average exercise price | $ 1.16 | $ 1.16 | |||||||||||
Number of shares granted options | 1,250,000 | ||||||||||||
Share options vesting period | 3 years | ||||||||||||
Equity Option [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | $ 1,906,000 | 2,299,000 | |||||||||||
Chief Financial Officer [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Stock based compensation expense | 160,000 | ||||||||||||
Number of shares granted options | 400,000 | ||||||||||||
Percentage of stock options vested | 75.00% | ||||||||||||
Share options vesting period | 3 years | ||||||||||||
Exercise price shares | $ 2.60 | ||||||||||||
Fair value | $ 567,000 | ||||||||||||
Executives [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options weighted-average exercise price | $ 0.71 | $ 0.71 | |||||||||||
Number of shares granted options | 225,000 | ||||||||||||
Executives And Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares granted options | 890,000 | ||||||||||||
Percentage of stock options vested | 71.00% | ||||||||||||
Fair value of reclassification | $ 632,000 | ||||||||||||
Stock Options Purchase Plan [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Total maximum number of shares available for purchase under the plan | 1,000,000 | ||||||||||||
Percentage of purchase price of share on fair market value of share | 85.00% | ||||||||||||
Employee stock ownership plan terms | An employee whose stock ownership in the Company exceeds 5% of the Company’s outstanding common stock is not eligible to participate in the ESPP | ||||||||||||
Percentage of discount expensed | 15.00% | ||||||||||||
Stock based compensation expense | $ 95,000 | $ 74,000 | |||||||||||
Equity Incentive Plan Two Thousand Six [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Total maximum number of shares available for purchase under the plan | 1,434,000 | ||||||||||||
Number of option exercised | 5,000 | ||||||||||||
Number of option exercised | 18,000 | ||||||||||||
Equity Incentive Plan Two Thousand Eleven [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Total maximum number of shares available for purchase under the plan | 1,167,000 | ||||||||||||
Number of option exercised | 19,000 | ||||||||||||
Number of option exercised | 86,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 176,000 | ||||||||||||
Number of options weighted-average exercise price | $ 9.51 | ||||||||||||
Equity Incentive Plan Two Thousand Six Plan And Two Thousand Eleven [Member] | Maximum [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of option exercised | 2,446,000 | ||||||||||||
Equity Incentive Plan Two Thousand Thirteen [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Total maximum number of shares available for purchase under the plan | 1,600,000 | ||||||||||||
Number of option exercised | 55,000 | ||||||||||||
Number of option exercised | 1,073,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 12,501,000 | ||||||||||||
Number of options weighted-average exercise price | $ 2.25 | ||||||||||||
Percentage increase by number of shares of common stock outstanding | 3.50% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares | 7,987,000 | ||||||||||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Restricted Stock Units Outstanding [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Total maximum number of shares available for purchase under the plan | 3,980,000 | ||||||||||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Board of Directors [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Restricted stock units granted in current period, vesting periods description | Generally, options vest 25% on the first anniversary from the date of grant and 1/48 per month thereafter (the “Standard Vesting Terms”); however, options may be granted with different vesting terms as determined by the Company’s board of directors. During the year ended December 31, 2021, the Company granted | ||||||||||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Chief Executive Officer [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of options weighted-average exercise price | $ 1.16 | $ 1.16 | |||||||||||
Estimated fair value of options vested | $ 899,000 | ||||||||||||
Number of shares granted options | 2,450,000 | ||||||||||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Chief Executive Officer [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares granted options | 225,000 | ||||||||||||
Percentage of revenue margin | 10.00% | ||||||||||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Chief Executive Officer [Member] | Pro-Rata [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Percentage of stock options vested | 75.00% | ||||||||||||
Share options vesting period | 3 years | ||||||||||||
Equity Incentive Plan Two Thousand Thirteen [Member] | Chief Executive Officer [Member] | Share-Based Payment Arrangement, Tranche Three [Member] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |||||||||||||
Number of shares granted options | 2,000,000,000 |
Schedule of Domestic and Foreig
Schedule of Domestic and Foreign (loss) Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (12,797) | $ (19,774) |
Foreign | (3,712) | (365) |
Net loss before income taxes | $ (16,509) | $ (20,139) |
Schedule of Provision for Incom
Schedule of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal | ||
State | ||
Foreign | 45 | 35 |
Total Current: | 45 | 35 |
Foreign | 0 | (6) |
Total Deferred: | 0 | (6) |
Provision for income taxes | $ 45 | $ 29 |
Reconciliation of Effective Inc
Reconciliation of Effective Income Tax Rate to US Federal Income Tax Statutory Rate (Details) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
U.S. Federal tax benefit at statutory rate | 21.00% | 21.00% |
State tax benefit | 1.00% | 8.00% |
Deferred tax asset true up | 0.00% | (3.00%) |
Expiring tax attributes | 0.00% | (240.00%) |
Share-based compensation expense | (2.00%) | (2.00%) |
Other | (1.00%) | (1.00%) |
Financing cost, warrants | 2.00% | (1.00%) |
PPP Loan Forgiveness | 0.00% | 2.00% |
Adjustment due to change in valuation allowance | (19.00%) | 216.00% |
Provision for income taxes | 0.00% | 0.00% |
Schedule of Deferred Tax Assets
Schedule of Deferred Tax Assets (Details) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Income Tax Disclosure [Abstract] | ||
Federal & State NOL carryforward | $ 34,658 | $ 31,911 |
Research and development tax credits | 2,901 | 2,762 |
Other, deferred tax assets | 5,798 | 7,137 |
Total gross deferred tax assets | 43,357 | 41,810 |
Less valuation allowance | (37,201) | (33,873) |
Total deferred tax assets | 6,156 | 7,917 |
Other Intangibles | (4,967) | (5,615) |
Other deferred tax liabilities | (1,169) | (2,302) |
Total gross deferred tax liabilities | (6,136) | (7,917) |
Net deferred tax assets | $ 20 | $ 20 |
Reconciliation of Beginning and
Reconciliation of Beginning and Ending Unrecognized Tax Benefits (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Balance at January 1 | $ 946,000 | $ 1,431,000 |
Gross increase to tax positions in prior years | 24,000 | 40,000 |
Gross decrease to tax positions in prior years | (617,000) | |
Gross increase to tax positions in current years | 22,000 | 92,000 |
Balance at December 31 | $ 992,000 | $ 946,000 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Operating Loss Carryforwards [Line Items] | |||
Change in valuation allowance | $ 3,328,000 | $ 44,314,000 | |
Deferred Tax Liabilities, Undistributed Foreign Earnings | 470,000 | ||
Operating Loss Carryforwards | $ 34,658,000 | $ 31,911,000 | |
Federal operating loss income tax percentage | 21.00% | 21.00% | |
Operating loss description | will begin to expire in 2033 | ||
[custom:NetOperatingLossCarryforwardsReductions-0] | $ 176,433,000 | $ 119,131,000 | |
Unrecognized Tax Benefits | 992,000 | 946,000 | $ 1,431,000 |
Federal [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | $ 113,432,000 | 104,180,000 | |
Domestic Tax Authority [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Federal operating loss income tax percentage | 80.00% | ||
[custom:NetOperatingLossCarryforwardsNotSubjectToExpirationAmount] | $ 74,392,000 | 65,140,000 | |
[custom:NetOperatingLossCarryforwardsSubjectToExpirationAmount] | 39,040,000 | 50,896,000 | |
Tax credit carryforwards | 561,000 | 607,000 | |
Domestic Tax Authority [Member] | California Franchise Tax Board [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 3,121,000 | 3,075,000 | |
Domestic Tax Authority [Member] | California Research And Development Expense [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Tax credit carryforwards | 2,317,000 | ||
State and Local Jurisdiction [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Operating Loss Carryforwards | 115,435,000 | 114,876,000 | |
Restricted Stock [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Vested restricted stock | $ 282,000 | $ 315,000 |
Reserved Shares of Common Stock
Reserved Shares of Common Stock for Future Issuances (Details) shares in Thousands | Dec. 31, 2021shares |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 33,082 |
Shares Availablefor Future Grant Under Stock Incentive Plans [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 10,053 |
Stock Options Outstanding [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 12,677 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 3,980 |
Warrants To Purchase Common Stock [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 152 |
Common Shares To Be Issued In Lieu of Agent Fees [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 498 |
Shares Availablefor Future Purchase Under ESPP [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 307 |
Maximum Contingent Consideration Shares To Be Issued [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Balance at December 31, 2021 | 5,415 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 13, 2013 |
Equity [Abstract] | |||
Common stock, shares authorized | 250,000,000 | 250,000,000 | 250,000,000 |
Common stock, par value | $ 0.00001 | $ 0.00001 | $ 0.00001 |
Employee Benefit Plan (Details
Employee Benefit Plan (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Defined Benefit Plan Disclosure [Line Items] | ||
Description of defined contribution pension and other postretirement plans. | The Company offers a defined contribution plan to all eligible employees, which is qualified under Section 401(k) of the IRC | |
Defined Contribution Plan, Nature and Effect of Change, Description | the employee’s 401(k) contribution between 3% and 5% of eligible pay | |
401(k) Defined Contribution [Member] | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Defined contribution plan, maximum annual contributions per employee, percent | 3.00% | |
Defined contribution plan, employer matching contribution, percent of match | 50.00% | |
Annual vesting percentage | 100.00% | |
Defined contribution plan, cost | $ 506,000 | $ 315,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - shares | Dec. 15, 2021 | Mar. 15, 2021 | Dec. 15, 2020 | Sep. 15, 2020 | Feb. 28, 2021 | May 02, 2020 | Dec. 31, 2021 | Jun. 30, 2021 | Apr. 29, 2021 | Mar. 31, 2021 | Feb. 09, 2021 | Dec. 29, 2020 | Apr. 30, 2020 | Apr. 29, 2020 | Feb. 05, 2018 | Aug. 31, 2015 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 5.00% | 40.00% | ||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,777,778 | 4,000,000 | ||||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 12,447,000 | |||||||||||||||
AugustTwoThousandNineteenWarrantsMember | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,000,000 | 6,000,000 | ||||||||||||||
Stock Issued During Period, Shares, New Issues | 6,000,000 | |||||||||||||||
April 2020 Warrants [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,885,317 | 5,862,380 | 13,027,512 | 2,714,065 | 3,392,581 | |||||||||||
Class of Warrant or Right, Outstanding | 4,885,317 | 5,862,380 | 13,027,512 | 2,714,065 | 3,392,581 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Exercised | 4,726,991 | 5,865,382 | 13,026,818 | 2,714,065 | 3,392,581 | |||||||||||
Ospraie [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 5,027,325 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 19,268,316 | |||||||||||||||
Ardsley [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 874,314 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 3,351,009 | |||||||||||||||
Warrant Exchange Agreement [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 45,977,809 | 45,977,809 | ||||||||||||||
Warrant Exchange Agreement [Member] | April 2020 Warrants [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 29,881,855 | 29,881,855 | ||||||||||||||
Warrant Exchange Agreement [Member] | Ospraie [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 38.90% | |||||||||||||||
Warrant Exchange Agreement [Member] | Ardsley [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Equity Method Investment, Ownership Percentage | 9.70% | |||||||||||||||
Warrant Reorganization Agreement [Member] | February 2018 Warrants [Member] | ||||||||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 6,000,000 |
Other Matters (Details Narrativ
Other Matters (Details Narrative) - USD ($) | Jan. 28, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 30, 2021 |
Short-Term Debt [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 553,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights | The Option will be subject to time-based vesting over a period of four years as measured from Ms. Cheung’s first date of employment (the “Vesting Commencement Date”). Twenty-five percent of the option will vest on the first anniversary of the Vesting Commencement Date, and the remaining 75 percent of the shares will vest over the next following 3 years on a pro-rata basis equally each month | |||
Cheung [Member] | ||||
Short-Term Debt [Line Items] | ||||
Salary and Wage, NonOfficer, Excluding Cost of Good and Service Sold | $ 275,000 | |||
Annual base salary percentage | 40.00% | |||
Bonus received and relocation expense | $ 50,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross | 400,000 | |||
Ms Cheung [Member] | C I C Agreement [Member] | ||||
Short-Term Debt [Line Items] | ||||
Percentage of bonus payment | 20.00% | |||
Paycheck Protection Program Loan [Member] | ||||
Short-Term Debt [Line Items] | ||||
Notes amount | $ 1,723,000 | |||
Capitalized inventory costs | $ 326,000 | |||
Paycheck Protection Program Loan [Member] | Research, Development Patents [Member] | ||||
Short-Term Debt [Line Items] | ||||
Amortization of Debt Issuance Costs | 702,000 | |||
Paycheck Protection Program Loan [Member] | Selling, General and Administrative Expenses [Member] | ||||
Short-Term Debt [Line Items] | ||||
Amortization of Debt Issuance Costs | $ 695,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Mar. 16, 2022 | Feb. 07, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Aug. 13, 2013 |
Subsequent Event [Line Items] | |||||
Restricted stock units, Granted | 508,000 | ||||
Common Stock, Par or Stated Value Per Share | $ 0.00001 | $ 0.00001 | $ 0.00001 | ||
Cancelled and extinguished | $ 1.98 | ||||
Restricted Stock Units (RSUs) [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted stock units, Granted | 824,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Common Stock, Par or Stated Value Per Share | 0.00001 | ||||
Cancelled and extinguished | $ 0.088 | ||||
Termination fees | $ 9,700,000 | ||||
Subsequent Event [Member] | Support Agreement [Member] | |||||
Subsequent Event [Line Items] | |||||
Voting Description | Notwithstanding the voting obligations in the Support Agreement, (x) if the Board effects a Company Recommendation Change that is not in response to a Superior Proposal, the Supporting Stockholders in the aggregate will only have an obligation under the Support Agreement to vote a number of Subject Securities representing 25% of the outstanding Company Common Stock and (y) if the Board effects a Company Recommendation Change in response to a Superior Proposal, then the Supporting Stockholders will have no obligations in respect of how to vote their respective Subject Securities. | ||||
Subsequent Event [Member] | Support Agreement [Member] | Bioceres Entity [Member] | |||||
Subsequent Event [Line Items] | |||||
Voting percentage | 48.90% | ||||
Subsequent Event [Member] | Long Term Incentive Program [Member] | |||||
Subsequent Event [Line Items] | |||||
Total award value | $ 1,564,000 | ||||
Unvested portion of award vesting percentage | 50.00% | ||||
Subsequent Event [Member] | Long Term Incentive Program [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted stock units, Granted | 609,350 | ||||
Weighted average percentage | 30.00% | ||||
Subsequent Event [Member] | Long Term Incentive Program [Member] | Restricted Stock Units (RSUs) [Member] | Other Employees [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted stock units, Granted | 937,639 | ||||
Total award value | $ 858,845 | ||||
Subsequent Event [Member] | Long Term Incentive Program [Member] | Options Held [Member] | |||||
Subsequent Event [Line Items] | |||||
Restricted stock units, Granted | 1,455,556 | ||||
Subsequent Event [Member] | Long Term Incentive Program [Member] | Share-Based Payment Arrangement, Option [Member] | |||||
Subsequent Event [Line Items] | |||||
Weighted average percentage | 70.00% | ||||
Subsequent Event [Member] | Long Term Incentive Program [Member] | 2013 Plan [Member] | Other Employees [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based payment award, description | The Additional Awards were issued under the 2013 Plan and vest as to 1/3 of the total number of shares subject to the Additional Awards on the six month anniversary of the grant date and, with respect to 2/3 of the total shares, monthly thereafter for 30 months such that all shares will be fully vested upon the third anniversary of the grant date, subject to recipients continued employment with the Company. Further, upon a Change in Control (as defined in the 2013 Plan), 1/3 of the Additional Awards become immediately vested. | ||||
Subsequent Event [Member] | Long Term Incentive Program [Member] | 2013 Plan [Member] | Non-executive Officer [Member] | Maximum [Member] | |||||
Subsequent Event [Line Items] | |||||
Payments to employees | $ 600,000 |