Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2022 | May 09, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2022 | |
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, $0.00001 par value | |
Trading Symbol | MBII | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 182,337,432 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 9,362,000 | $ 19,623,000 |
Accounts receivable | 12,110,000 | 13,211,000 |
Inventories | 10,122,000 | 8,633,000 |
Prepaid expenses and other current assets | 1,369,000 | 1,211,000 |
Total current assets | 32,963,000 | 42,678,000 |
Property, plant and equipment, net | 12,456,000 | 12,676,000 |
Right of use assets, net | 3,329,000 | 3,637,000 |
Intangible assets, net | 18,426,000 | 19,011,000 |
Goodwill | 6,740,000 | 6,740,000 |
Restricted cash | 1,560,000 | 1,560,000 |
Other assets | 740,000 | 754,000 |
Total assets | 76,214,000 | 87,056,000 |
Current liabilities: | ||
Accounts payable | 3,359,000 | 2,687,000 |
Accrued liabilities | 12,354,000 | 14,851,000 |
Deferred revenue, current portion | 285,000 | 360,000 |
Lease liability, current portion | 1,433,000 | 1,381,000 |
Debt, current portion, net | 24,280,000 | 25,909,000 |
Total current liabilities | 41,711,000 | 45,188,000 |
Deferred revenue, less current portion | 1,079,000 | 1,165,000 |
Lease liability, less current portion | 2,153,000 | 2,511,000 |
Debt, less current portion, net | 7,592,000 | 7,691,000 |
Other liabilities | 807,000 | 848,000 |
Total liabilities | 53,342,000 | 57,403,000 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock: $0.00001 par value; 20,000 shares authorized and no shares issued or outstanding at March 31, 2022 and December 31, 2021 | ||
Common stock: $0.00001 par value; 250,000 shares authorized, 182,275 and 182,224 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively | 1,000 | 1,000 |
Additional paid in capital | 387,838,000 | 387,023,000 |
Accumulated deficit | (364,967,000) | (357,371,000) |
Total stockholders’ equity | 22,872,000 | 29,653,000 |
Total liabilities and stockholders’ equity | $ 76,214,000 | $ 87,056,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares shares in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.00001 | $ 0.00001 |
Preferred stock, shares authorized | 20,000 | 20,000 |
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 | 250,000 |
Common stock, shares issued | 182,275 | 182,224 |
Common stock, shares outstanding | 182,275 | 182,224 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenues: | ||
Total revenues | $ 11,097 | $ 11,038 |
Cost of product revenues | 4,891 | 4,069 |
Gross profit | 6,206 | 6,969 |
Operating Expenses: | ||
Research, development and patent | 3,160 | 2,512 |
Selling, general and administrative | 10,068 | 7,483 |
Total operating expenses | 13,228 | 9,995 |
Loss from operations | (7,022) | (3,026) |
Other income (expense): | ||
Interest expense | (551) | (393) |
Change in fair value of contingent consideration | 32 | 134 |
Other income, net | (66) | 65 |
Total other expense, net | (585) | (194) |
Net loss before income taxes | (7,607) | (3,220) |
Income tax expense | 11 | (41) |
Net Loss | $ (7,596) | $ (3,261) |
Basic and diluted net loss per common share: | $ (0.04) | $ (0.02) |
Weighted-average shares outstanding used in computing basic and diluted net loss per common share: | 182,261 | 168,938 |
Product [Member] | ||
Revenues: | ||
Total revenues | $ 10,982 | $ 10,904 |
License [Member] | ||
Revenues: | ||
Total revenues | $ 115 | $ 134 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholder's Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Beginning balance, value at Dec. 31, 2020 | $ 1 | $ 372,226 | $ (340,817) | $ 31,410 |
Beginning balance, shares at Dec. 31, 2020 | 167,478 | |||
Net loss | (3,261) | (3,261) | ||
Share-based compensation | 915 | 915 | ||
Employee stock purchase plan | 86 | 86 | ||
Settlement of restricted stock units | ||||
Settlement of restricted stock units, shares | 88 | |||
Net settlement of options | 27 | 27 | ||
Net settlement of options, shares | 21 | |||
Exercise of warrants | 6,175 | 6,175 | ||
Exercise of warrants, shares | 7,687 | |||
Ending balance, value at Mar. 31, 2021 | $ 1 | 379,429 | (344,078) | 35,352 |
Ending balance, shares at Mar. 31, 2021 | 175,274 | |||
Beginning balance, value at Dec. 31, 2021 | $ 1 | 387,023 | (357,371) | 29,653 |
Beginning balance, shares at Dec. 31, 2021 | 182,224 | |||
Net loss | (7,596) | (7,596) | ||
Share-based compensation | 750 | 750 | ||
Employee stock purchase plan | 65 | 65 | ||
Settlement of restricted stock units | ||||
Settlement of restricted stock units, shares | 51 | |||
Ending balance, value at Mar. 31, 2022 | $ 1 | $ 387,838 | $ (364,967) | $ 22,872 |
Ending balance, shares at Mar. 31, 2022 | 182,275 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (7,596,000) | $ (3,261,000) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 885,000 | 874,000 |
Change in inventory reserves | (84,000) | (75,000) |
Right of use assets amortization | 308,000 | 215,000 |
Share-based compensation | 822,000 | 915,000 |
Non-cash interest expense | 33,000 | 48,000 |
Change in fair value of contingent consideration | (32,000) | (134,000) |
Net changes in operating assets and liabilities: | ||
Accounts receivable | 1,101,000 | (3,420,000) |
Inventories | (1,405,000) | 279,000 |
Prepaid Expenses and other assets | (144,000) | 356,000 |
Accounts payable | 790,000 | 252,000 |
Accrued and other liabilities | (2,578,000) | (763,000) |
Lease Liability | (306,000) | (225,000) |
Deferred revenue | (190,000) | (78,000) |
Net cash used in operating activities | (8,396,000) | (5,017,000) |
Cash flows from investing activities | ||
Payment of consideration in connection with previous asset purchase | (750,000) | |
Purchases of property, plant and equipment | (198,000) | (119,000) |
Net cash used in investing activities | (198,000) | (869,000) |
Cash flows from financing activities | ||
Proceeds from secured borrowings | 10,430,000 | 11,504,000 |
Repayment in secured borrowings | (12,066,000) | (8,725,000) |
Repayment of debt | (96,000) | (99,000) |
Net settlement of options | 27,000 | |
Proceeds from employee stock purchase plan | 65,000 | 86,000 |
Exercise of warrants | 6,175,000 | |
Net cash provided by financing activities | (1,667,000) | 8,968,000 |
Net increase in cash and cash equivalents and restricted cash | (10,261,000) | 3,082,000 |
Cash and cash equivalents and restricted cash, beginning of period | 21,183,000 | 17,401,000 |
Cash and cash equivalents and restricted cash, end of period | 10,922,000 | 20,483,000 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | 489,000 | 339,000 |
Supplemental disclosure of non-cash investing and financing activities | ||
Property, plant and equipment included in accounts payable and accrued liabilities | 118,000 | 43,000 |
Right of use assets (non-cash) acquired | 253,000 | |
Accrued liabilities related to equity compensation for earned but not granted | $ 72,000 |
Summary of Business, Basis of P
Summary of Business, Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Business, Basis of Presentation | 1. Summary of Business, Basis of Presentation Marrone Bio Innovations, Inc. (the “Company”), was incorporated under the laws of the State of Delaware on June 15, 2006 99 The accompanying condensed consolidated financial information as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, has been prepared by the Company, without audit, in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in annual financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such SEC rules and regulations and accounting principles applicable for interim periods. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The information included in this Quarterly Report on Form 10-Q should be read in connection with the consolidated financial statements and accompanying notes included in the Company’s Annual Report filed on Form 10-K for the fiscal year ended December 31, 2021. In the opinion of management, the condensed consolidated financial statements as of March 31, 2022, and for the three months ended March 31, 2022 and 2021, reflect all adjustments, which are normal recurring adjustments, necessary to present a fair statement of financial position, results of operations and cash flows. The results of operations for the three months ended March 31, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future periods. The Company is a growth-oriented agricultural company that supports environmentally sustainable farming practices through the discovery, development and sale of innovative biological products for crop protection, crop health and crop nutrition. The Company’s portfolio of 18 products helps customers operate more sustainably while increasing their return on investment. The Company’s products are used globally and can be applied as foliar treatments or as seed-and-soil treatments, either on their own or in combination with other agricultural 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’s products are sold through distributors and other commercial partners to growers around the world for use in integrated pest management systems that improve efficacy and increase yields while protecting the environment. The Company’s products are often used in conjunction with or as an alternative to other agricultural solutions to control pests and enhance plant nutrition and health. The Company’s bioprotection products help farmers manage pests and plant diseases, the Company’s plant health products help farmers reduce crop stress, and both the Company’s plant health and bionutrition products to increase yields and quality. 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 condensed 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 condensed consolidated financial statements. This assessment contemplates the realization of assets and the settlement of liabilities in the normal course of business. The condensed 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 condensed consolidated financial statements. As of March 31, 2022, the Company had a working capital deficit of $ 8,748,000 9,362,000 31,872,000 1,560,000 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, and 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 condensed 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 condensed consolidated financial statements as of March 31, 2022. 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 Company believes that its existing cash and cash equivalents of $ 9,362,000 at March 31, 2022, together with expected revenues, expected future extension of debt maturities, equity financings and cost management will be sufficient to fund operations as currently planned through one year from the date of the issuance of these condensed consolidated financial statements. The Company anticipates securing additional sources of cash through equity and/or debt financings, or through other sources of financing, consistent with historic results. However, the Company cannot predict, with certainty, the outcome of its actions to grow revenues, to manage or reduce costs or to secure additional financing from outside sources on terms acceptable to the Company or at all. 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. Further, the Company may continue to require additional sources of cash for general corporate purposes, which may include operating expenses, working capital to improve and promote its commercially available products, advance product candidates, expand international presence and commercialization, and general capital expenditures. 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 condensed consolidated financial statements. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company used significant estimates in accounting for assumptions and estimates associated with revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize for those transactions with variable considerations, reserves for inventory obsolescence, and forecasted estimates and assumptions related to impairment analysis for goodwill and contingent considerations related to Pro Farm, and assumptions and estimates associated with its going concern analysis. Concentrations of Credit Risks 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 internationally. Such deposits may exceed federal or national deposit insurance 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 The Company’s principal sources of revenues are its Regalia, Grandevo, Venerate and UPB-110 ST product lines. These four product lines accounted for 77 89 Revenues generated from international customers were 13 7 Customers to which 10% or more of the Company’s total revenues are attributable for the three months ended March 31, 2022 and 2021 consist of the following: Schedule of Significant Customer's Revenues and Account Receivable Percentage CUSTOMER A B C D Three months ended March 31, 2022 22 % 22 % 11 % 9 % 2021 16 % 30 % 4 % 11 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either March 31, 2022 or December 31, 2021, which may or may not correspond with any of the customers above, consist of the following: CUSTOMER A B C D March 31, 2022 24 % 19 % 13 % 4 % December 31, 2021 7 % 39 % 13 % 10 % 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 The Company continues to rely on third parties to formulate Grandevo into spray-dried powders, for all of its production of Venerate, Majestene/Zelto, 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, particularly for drying and for all of its production of Venerate, 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. Products produced by the Company’s Pro Farm subsidiary, including UBP and Foramin, are partially sourced by suppliers from a manufacturing plant in Russia, in which the Company owns a 12 12 0.5 Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the condensed consolidated statements of cash flows (in thousands): Schedule of Cash, Cash Equivalents and Restricted Cash MARCH 31, DECEMBER 31, 2022 2021 Cash and cash equivalents $ 9,362 $ 19,623 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 10,922 $ 21,183 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 6 of these condensed consolidated financial statements.) Intangible Assets 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 acquired in 2019 in connection with its asset acquisition of the Jet-Ag and Jet-Oxide product lines and the Company’s acquisition of Pro Farm. 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. 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. Fair Value Accounting Standards Codification (“ASC”) 820, Fair Value Measurements (“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. 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. Deferred Revenue 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 (in thousands): Schedule of Deferred Revenue MARCH 31, DECEMBER 31, 2022 2021 Product revenues $ 12 $ 87 Financing costs 459 477 License revenues 893 961 Total deferred revenues 1,364 1,525 Less current portion (285 ) (360 ) Long term portion $ 1,079 $ 1,165 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. For the three months ended March 31, 2022 and 2021, research and development expenses totaled $ 2,867,000 2,295,000 293,000 217,000 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 three months ended March 31, 2022 and 2021 were $ 508,000 345,000 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 three months ended March 31, 2022 and 2021 were $ 132,000 111,000 Depreciation and Amortization The Company depreciates and amortizes its capitalized property, plant, and equipment and intangible assets over the useful life of each asset utilizing a straight-line method of expensing. All depreciation and amortization expenses are included in the “Selling, general, and administrative” caption in the condensed consolidated statement of operations. For the three months ended March 31, 2022 and 2021, the total amount of depreciation expense was $ 300,000 288,000 585,000 586,000 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. Net Loss Per Share Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. The calculation of basic and diluted net loss per share is the same for all periods presented as the effect of certain potential common stock equivalents, which consist of stock options and warrants to purchase common stock and restricted stock units, and contingent shares to be issued in the future are anti-dilutive due to the Company’s net loss position. Anti-dilutive common stock equivalents are excluded from 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 Antidilutive Securities Excluded from Computation of Earnings Per Share MARCH 31, MARCH 31, 2022 2021 Stock options outstanding 13,614 13,572 Warrants to purchase common stock 152 6,814 Restricted stock units outstanding 5,509 4,772 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 102 84 Maximum contingent consideration shares to be issued 5,415 5,972 25,290 31,712 Recently Adopted 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 adopted the ASU on January 1, 2022 on a prospective basis. The adoption of ASU 2016-13 had no significant impact on the Company’s condensed 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. The Company adopted the ASU on January 1, 2022 on a prospective basis. The adoption of ASU 2021-04 had no significant impact on the Company’s condensed consolidated financial statements. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventories consist of the following (in thousands): Schedule of Inventory MARCH 31, DECEMBER 31, 2022 2021 Raw materials $ 4,230 $ 3,311 Work in progress 1,439 671 Finished goods 4,453 4,651 Inventories $ 10,122 $ 8,633 As of March 31, 2022 and December 31, 2021, the Company had $ 506,000 422,000 365,000 228,000 |
Right-Of-Use Assets and Lease L
Right-Of-Use Assets and Lease Liability | 3 Months Ended |
Mar. 31, 2022 | |
Right-of-use Assets And Lease Liability | |
Right-Of-Use Assets and Lease Liability | 4. Right-Of-Use Assets and Lease Liability The components of lease expense were as follows for each of the comparative three months ended March 31, 2022 and 2021 (in thousands): Schedule of Components of Lease Expense THREE MONTHS ENDED MARCH 31, THREE MONTHS ENDED MARCH 31, 2022 2021 Operating lease cost $ 381 $ 290 Short-term lease cost 20 41 Total operating lease costs: $ 401 $ 331 Maturities of lease liabilities for each future calendar year as of March 31, 2022 are as follows (in thousands): Schedule of Maturities of Lease Liabilities OPERATING LEASES 2022 $ 1,186 2023 1,513 2024 1,048 2025 169 Total lease payments 3,916 Less: imputed interest 330 Total lease obligation 3,586 Less lease obligation, current portion 1,433 Lease obligation, non-current portion $ 2,153 |
Accrued Liabilities
Accrued Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Liabilities | 5. Accrued Liabilities Accrued liabilities consist of the following (in thousands): Schedule of Accrued Liabilities MARCH 31, DECEMBER 31, 2022 2021 Accrued compensation $ 4,413 $ 3,922 Accrued warranty costs 456 440 Accrued customer incentives 2,579 6,758 Accrued liabilities, acquisition related 19 30 Loan-related fees 508 707 Accrued liabilities, other 4,379 2,994 Accrued Liabilities $ 12,354 $ 14,851 Contingent Consideration As of March 31, 2022, the contingent consideration in connection with the Company’s acquisition of Pro Farm was accounted for as a liability 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, 2021 $ 539 Change in estimated fair value recorded of contingent consideration (32 ) Fair value at March 31, 2022 507 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 Significant Assumptions Utilized in the Fair Value of Liabilities MARCH 31, 2022 Discount Rate 14.9 % Volatility 55.0 % Credit spread 9.7 % Risk-free rate 2.1 % Discount Rate. Estimated Volatility Factor. Credit Spread. Interest Rate. The change in the fair value estimate is recognized in the Company’s condensed 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. As of March 31, 2022, the total maximum amount of contingent consideration shares that can be issued in the future is 5,415,000 , the fair value of which the Company recorded in “other liabilities” on the Company’s condensed consolidated balance sheets. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt Debt, including debt due to related parties, consists of the following (in thousands): Schedule of Debt Including Debt to Related Parties MARCH 31, DECEMBER 31, 2022 2021 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 143 147 7,686 7,774 Secured revolving borrowing (“LSQ Financing”) bearing interest at ( 12.80 through May 2022 13,195 14,829 Senior secured promissory notes (“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 37 38 266 272 Debt $ 31,872 $ 33,600 Less current portion (24,280 ) (25,909 ) Debt, non-current $ 7,592 $ 7,691 As of March 31, 2022, aggregate contractual future principal payments on the Company’s debt are due as follows (in thousands): Schedule of Contractual Future Payments to Related Parties PERIOD ENDING DECEMBER 31, 2022 (remaining nine months) $ 20,920 2023 471 2024 491 2025 514 2026 537 Thereafter 5,844 Total future principal payments 28,777 Interest payments included in debt balance (1) 3,275 Total future debt payments $ 32,052 1) Due to the debt extinguishment requirements, the Company has included both accrued interest and future interest in the debt balance for certain outstanding debt. October 2012 and April 2013 Secured Promissory Notes As of March 31, 2022, there have been no changes to the previously reported total principal amount outstanding under the October 2012 and April 2013 Secured Promissory Note, which continues to be $ 2,450,000 3,425,000 975,000 827,000 631,000 As of March 31, 2022, the Company is in compliance with all financial covenants. June 2014 Secured Promissory Note In June 2014, the Company borrowed $ 10,000,000 5.25 2.00 1,560,000 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 following table reflects the activity under this note (in thousands): Schedule of Debt Activity 2022 2021 Principal balance, net at January 1, $ 7,774 $ 8,106 Principal payments (196 ) (196 ) Interest 104 109 Debt discount amortization 4 5 Principal balance, net at March 31, $ 7,686 $ 8,024 August 2015 Senior Secured Promissory Notes As of March 31, 2020, there have been no changes to the previously reported total principal amount outstanding under the August 2015 Senior Secured Promissory Notes, which continues to be $ 5,000,000 7,300,000 2,300,000 1,999,000 1,600,000 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 LSQ Financing In January 2020, the Company entered into a Second Amendment to the Company’s Invoice Purchase Agreement with LSQ. The amendment, among other things, (i) increased the amount of eligible customer invoices which LSQ may elect to purchase from the Company to 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 4,500,000 As of March 31, 2022, the Company was in compliance with all financial covenants of the agreement. For the three months ended March 31, 2022 and 2021, the Company recorded interest expense of approximately $ 396,000 232,000 13,195,000 |
Share-Based Plans
Share-Based Plans | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Plans | 7. Share-Based Plans As of March 31, 2022, there were options to purchase 13,614,000 shares of common stock outstanding, 5,509,000 restricted stock units outstanding and 13,915,000 share-based awards available for grant under the outstanding equity incentive plans. For the three months ended March 31, 2022 and 2021, the Company recognized share-based compensation of $ 822,000 915,000 In February 2022, the Company granted awards under a newly implemented long-term incentive program (“LTIP”). Under the LTIP, grants to certain executive officers in a total aggregate amount of 609,350 restricted stock units and, options to purchase 1,455,556 shares of the Company’s common stock were issued under the 2013 Plan. The awards vest in equal monthly installments over three years, subject to the recipient’s continued employment by the Company through the applicable vesting date, provided that, in lieu of the terms of any change in control agreement in place between the Company and the recipient, in the event that any recipient is terminated without Cause (as defined in the applicable recipient’s Change In Control Agreement) or resigns for Good Reason (as defined in the applicable recipient’s Change In Control Agreement) within twelve months of a Change in Control (as defined in the recipient’s Change In Control Agreement), 50 % of the unvested portion of each Executive Award will become immediately vested. The options to purchase common stock were granted at an exercise price of $ 0.89 and with a fair value of $ 843,000 . The Company’s fair value of these grants was estimated utilizing a Black Scholes option pricing model based on the assumptions which have determined consistent with the Company’s historical methodology for such assumptions with the exception of the strike price given consideration to the previously announced merger agreement (See Note 8 to these condensed consolidated financial statements). The following table summarizes the activity of stock options from December 31, 2021 to March 31, 2022 (in thousands, except weighted average exercise price): Summary of Stock Options Activity WEIGHTED- AVERAGE SHARES EXERCISE OUTSTANDING PRICE Balances at December 31, 2021 12,677 $ 2.35 Options granted 1,645 $ 0.64 Options exercised - $ - Options cancelled (708 ) $ 1.90 Balances at March 31, 2022 13,614 $ 2.17 Also under the LTIP, in February 2022, the Company granted 1,032,639 at a grant date market value of $ 0.63 The awards were issued under the 2013 Plan and vest as to 1/3 of the total number of shares subject to the 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 these awards become immediately vested The following table summarizes the activity of restricted stock units from December 31, 2021 to March 31, 2022 (in thousands, except weighted average grant date fair value): Summary of Restricted Stock Units Activity WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Outstanding at December 31, 2021 3,980 $ 1.17 Granted 1,642 0.63 Settled (50 ) 1.66 Forfeited (63 ) 0.63 Outstanding at March 31, 2022 5,509 $ 1.01 The following table summarizes the activity of non-vested restricted stock units from December 31, 2021 to March 31, 2022 (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, 2021 996 $ 1.21 Granted 1,642 0.63 Vested (54 ) 1.30 Forfeited (63 ) 0.63 Nonvested at March 31, 2022 2,521 $ 0.84 |
Merger Agreement
Merger Agreement | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Merger Agreement | 8. 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 be 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. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company has evaluated its subsequent events from March 31, 2022 through the date these condensed consolidated financial statements were issued, and has determined that there are no additional subsequent events required to be disclosed. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Use of Estimates The preparation of 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 financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company used significant estimates in accounting for assumptions and estimates associated with revenue recognition, including assumptions and estimates used in determining the timing and amount of revenue to recognize for those transactions with variable considerations, reserves for inventory obsolescence, and forecasted estimates and assumptions related to impairment analysis for goodwill and contingent considerations related to Pro Farm, and assumptions and estimates associated with its going concern analysis. |
Concentrations of Credit Risks | Concentrations of Credit Risks 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 internationally. Such deposits may exceed federal or national deposit insurance 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 The Company’s principal sources of revenues are its Regalia, Grandevo, Venerate and UPB-110 ST product lines. These four product lines accounted for 77 89 Revenues generated from international customers were 13 7 Customers to which 10% or more of the Company’s total revenues are attributable for the three months ended March 31, 2022 and 2021 consist of the following: Schedule of Significant Customer's Revenues and Account Receivable Percentage CUSTOMER A B C D Three months ended March 31, 2022 22 % 22 % 11 % 9 % 2021 16 % 30 % 4 % 11 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either March 31, 2022 or December 31, 2021, which may or may not correspond with any of the customers above, consist of the following: CUSTOMER A B C D March 31, 2022 24 % 19 % 13 % 4 % December 31, 2021 7 % 39 % 13 % 10 % |
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 The Company continues to rely on third parties to formulate Grandevo into spray-dried powders, for all of its production of Venerate, Majestene/Zelto, 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, particularly for drying and for all of its production of Venerate, 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. Products produced by the Company’s Pro Farm subsidiary, including UBP and Foramin, are partially sourced by suppliers from a manufacturing plant in Russia, in which the Company owns a 12 12 0.5 |
Cash and Cash Equivalents | Cash and Cash Equivalents The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the condensed consolidated statements of cash flows (in thousands): Schedule of Cash, Cash Equivalents and Restricted Cash MARCH 31, DECEMBER 31, 2022 2021 Cash and cash equivalents $ 9,362 $ 19,623 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 10,922 $ 21,183 |
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 6 of these condensed consolidated financial statements.) |
Intangible Assets | Intangible Assets 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 acquired in 2019 in connection with its asset acquisition of the Jet-Ag and Jet-Oxide product lines and the Company’s acquisition of Pro Farm. |
Long-Lived Assets | 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. |
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. |
Fair Value | Fair Value Accounting Standards Codification (“ASC”) 820, Fair Value Measurements (“ASC 820”), clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. 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. |
Deferred Revenue | Deferred Revenue 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 (in thousands): Schedule of Deferred Revenue MARCH 31, DECEMBER 31, 2022 2021 Product revenues $ 12 $ 87 Financing costs 459 477 License revenues 893 961 Total deferred revenues 1,364 1,525 Less current portion (285 ) (360 ) Long term portion $ 1,079 $ 1,165 |
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. For the three months ended March 31, 2022 and 2021, research and development expenses totaled $ 2,867,000 2,295,000 293,000 217,000 |
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 three months ended March 31, 2022 and 2021 were $ 508,000 345,000 |
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 three months ended March 31, 2022 and 2021 were $ 132,000 111,000 |
Depreciation and Amortization | Depreciation and Amortization The Company depreciates and amortizes its capitalized property, plant, and equipment and intangible assets over the useful life of each asset utilizing a straight-line method of expensing. All depreciation and amortization expenses are included in the “Selling, general, and administrative” caption in the condensed consolidated statement of operations. For the three months ended March 31, 2022 and 2021, the total amount of depreciation expense was $ 300,000 288,000 585,000 586,000 |
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. |
Net Loss Per Share | Net Loss Per Share Net loss per share is computed by dividing the net loss by the weighted average number of common shares outstanding for the period. The calculation of basic and diluted net loss per share is the same for all periods presented as the effect of certain potential common stock equivalents, which consist of stock options and warrants to purchase common stock and restricted stock units, and contingent shares to be issued in the future are anti-dilutive due to the Company’s net loss position. Anti-dilutive common stock equivalents are excluded from 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 Antidilutive Securities Excluded from Computation of Earnings Per Share MARCH 31, MARCH 31, 2022 2021 Stock options outstanding 13,614 13,572 Warrants to purchase common stock 152 6,814 Restricted stock units outstanding 5,509 4,772 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 102 84 Maximum contingent consideration shares to be issued 5,415 5,972 25,290 31,712 |
Recently Adopted Accounting Pronouncements | Recently Adopted 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 adopted the ASU on January 1, 2022 on a prospective basis. The adoption of ASU 2016-13 had no significant impact on the Company’s condensed 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. The Company adopted the ASU on January 1, 2022 on a prospective basis. The adoption of ASU 2021-04 had no significant impact on the Company’s condensed consolidated financial statements. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
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 the three months ended March 31, 2022 and 2021 consist of the following: Schedule of Significant Customer's Revenues and Account Receivable Percentage CUSTOMER A B C D Three months ended March 31, 2022 22 % 22 % 11 % 9 % 2021 16 % 30 % 4 % 11 % Customers to which 10% or more of the Company’s outstanding accounts receivable are attributable as of either March 31, 2022 or December 31, 2021, which may or may not correspond with any of the customers above, consist of the following: CUSTOMER A B C D March 31, 2022 24 % 19 % 13 % 4 % December 31, 2021 7 % 39 % 13 % 10 % |
Schedule of Cash, Cash Equivalents and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in the condensed consolidated statements of cash flows (in thousands): Schedule of Cash, Cash Equivalents and Restricted Cash MARCH 31, DECEMBER 31, 2022 2021 Cash and cash equivalents $ 9,362 $ 19,623 Restricted cash, less current portion 1,560 1,560 Total cash, cash equivalents and restricted cash $ 10,922 $ 21,183 |
Schedule of Deferred Revenue | Schedule of Deferred Revenue MARCH 31, DECEMBER 31, 2022 2021 Product revenues $ 12 $ 87 Financing costs 459 477 License revenues 893 961 Total deferred revenues 1,364 1,525 Less current portion (285 ) (360 ) Long term portion $ 1,079 $ 1,165 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share MARCH 31, MARCH 31, 2022 2021 Stock options outstanding 13,614 13,572 Warrants to purchase common stock 152 6,814 Restricted stock units outstanding 5,509 4,772 Common shares to be issued in lieu of agent fees 498 498 Employee stock purchase plan 102 84 Maximum contingent consideration shares to be issued 5,415 5,972 25,290 31,712 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories consist of the following (in thousands): Schedule of Inventory MARCH 31, DECEMBER 31, 2022 2021 Raw materials $ 4,230 $ 3,311 Work in progress 1,439 671 Finished goods 4,453 4,651 Inventories $ 10,122 $ 8,633 |
Right-Of-Use Assets and Lease_2
Right-Of-Use Assets and Lease Liability (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Right-of-use Assets And Lease Liability | |
Schedule of Components of Lease Expense | The components of lease expense were as follows for each of the comparative three months ended March 31, 2022 and 2021 (in thousands): Schedule of Components of Lease Expense THREE MONTHS ENDED MARCH 31, THREE MONTHS ENDED MARCH 31, 2022 2021 Operating lease cost $ 381 $ 290 Short-term lease cost 20 41 Total operating lease costs: $ 401 $ 331 |
Schedule of Maturities of Lease Liabilities | Maturities of lease liabilities for each future calendar year as of March 31, 2022 are as follows (in thousands): Schedule of Maturities of Lease Liabilities OPERATING LEASES 2022 $ 1,186 2023 1,513 2024 1,048 2025 169 Total lease payments 3,916 Less: imputed interest 330 Total lease obligation 3,586 Less lease obligation, current portion 1,433 Lease obligation, non-current portion $ 2,153 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): Schedule of Accrued Liabilities MARCH 31, DECEMBER 31, 2022 2021 Accrued compensation $ 4,413 $ 3,922 Accrued warranty costs 456 440 Accrued customer incentives 2,579 6,758 Accrued liabilities, acquisition related 19 30 Loan-related fees 508 707 Accrued liabilities, other 4,379 2,994 Accrued Liabilities $ 12,354 $ 14,851 |
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, 2021 $ 539 Change in estimated fair value recorded of contingent consideration (32 ) Fair value at March 31, 2022 507 |
Schedule of Significant Assumptions Utilized in the Fair Value of Liabilities | Schedule of Significant Assumptions Utilized in the Fair Value of Liabilities MARCH 31, 2022 Discount Rate 14.9 % Volatility 55.0 % Credit spread 9.7 % Risk-free rate 2.1 % |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 MARCH 31, DECEMBER 31, 2022 2021 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 143 147 7,686 7,774 Secured revolving borrowing (“LSQ Financing”) bearing interest at ( 12.80 through May 2022 13,195 14,829 Senior secured promissory notes (“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 37 38 266 272 Debt $ 31,872 $ 33,600 Less current portion (24,280 ) (25,909 ) Debt, non-current $ 7,592 $ 7,691 |
Schedule of Contractual Future Payments to Related Parties | As of March 31, 2022, aggregate contractual future principal payments on the Company’s debt are due as follows (in thousands): Schedule of Contractual Future Payments to Related Parties PERIOD ENDING DECEMBER 31, 2022 (remaining nine months) $ 20,920 2023 471 2024 491 2025 514 2026 537 Thereafter 5,844 Total future principal payments 28,777 Interest payments included in debt balance (1) 3,275 Total future debt payments $ 32,052 1) Due to the debt extinguishment requirements, 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 (in thousands): Schedule of Debt Activity 2022 2021 Principal balance, net at January 1, $ 7,774 $ 8,106 Principal payments (196 ) (196 ) Interest 104 109 Debt discount amortization 4 5 Principal balance, net at March 31, $ 7,686 $ 8,024 |
Share-Based Plans (Tables)
Share-Based Plans (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Options Activity | The following table summarizes the activity of stock options from December 31, 2021 to March 31, 2022 (in thousands, except weighted average exercise price): Summary of Stock Options Activity WEIGHTED- AVERAGE SHARES EXERCISE OUTSTANDING PRICE Balances at December 31, 2021 12,677 $ 2.35 Options granted 1,645 $ 0.64 Options exercised - $ - Options cancelled (708 ) $ 1.90 Balances at March 31, 2022 13,614 $ 2.17 |
Summary of Restricted Stock Units Activity | The following table summarizes the activity of restricted stock units from December 31, 2021 to March 31, 2022 (in thousands, except weighted average grant date fair value): Summary of Restricted Stock Units Activity WEIGHTED AVERAGE GRANT SHARES DATE FAIR OUTSTANDING VALUE Outstanding at December 31, 2021 3,980 $ 1.17 Granted 1,642 0.63 Settled (50 ) 1.66 Forfeited (63 ) 0.63 Outstanding at March 31, 2022 5,509 $ 1.01 |
Summary of Non-vested Restricted Stock Units Activity | The following table summarizes the activity of non-vested restricted stock units from December 31, 2021 to March 31, 2022 (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, 2021 996 $ 1.21 Granted 1,642 0.63 Vested (54 ) 1.30 Forfeited (63 ) 0.63 Nonvested at March 31, 2022 2,521 $ 0.84 |
Summary of Business, Basis of_2
Summary of Business, Basis of Presentation (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | |
Date of incorporation | Jun. 15, 2006 | |
Working capital surplus | $ 8,748,000 | |
Cash and cash equivalents, value | 9,362,000 | $ 19,623,000 |
Short-term and long-term debt | 31,872,000 | |
Restricted Cash and Cash Equivalents | $ 1,560,000 | |
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] | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Customer A [Member] | Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 22.00% | 16.00% | |
Customer A [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 24.00% | 7.00% | |
Customer B [Member] | Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 22.00% | 30.00% | |
Customer B [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 19.00% | 39.00% | |
Customer C [Member] | Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 11.00% | 4.00% | |
Customer C [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 13.00% | 13.00% | |
Customer D [Member] | Revenue Benchmark [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 9.00% | 11.00% | |
Customer D [Member] | Accounts Receivable [Member] | |||
Product Information [Line Items] | |||
Customers accounted for percentage of company's total revenues and accounts receivable | 4.00% | 10.00% |
Schedule of Cash, Cash Equivale
Schedule of Cash, Cash Equivalents and Restricted Cash (Details) - USD ($) | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 9,362,000 | $ 19,623,000 | ||
Restricted cash, less current portion | 1,560,000 | 1,560,000 | ||
Total cash, cash equivalents and restricted cash | $ 10,922,000 | $ 21,183,000 | $ 20,483,000 | $ 17,401,000 |
Schedule of Deferred Revenue (D
Schedule of Deferred Revenue (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | ||
Product revenues | $ 12 | $ 87 |
Financing costs | 459 | 477 |
License revenues | 893 | 961 |
Total deferred revenues | 1,364 | 1,525 |
Less current portion | (285) | (360) |
Long term portion | $ 1,079 | $ 1,165 |
Schedule of Antidilutive Securi
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 25,290 | 31,712 |
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 | 13,614 | 13,572 |
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 | 6,814 |
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 | 5,509 | 4,772 |
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 |
Employee Stock Purchase Plan [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities excluded from computation of earning per share | 102 | 84 |
Maximum Ccontingent 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 |
Significant Accounting Polici_4
Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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 | |
Ownership in an indirect vendor/supplier relationship percentage | 12.00% | |
Other assets | $ 500,000 | |
Research and Development Expense | 2,867,000 | $ 2,295,000 |
Patent Expenses | 293,000 | 217,000 |
Shipping and handling costs | 508,000 | 345,000 |
Advertising costs | 132,000 | 111,000 |
Depreciation expense | 300,000 | 288,000 |
Amortization expense | $ 585,000 | $ 586,000 |
Revenue Benchmark [Member] | Customer Concentration Risk [Member] | International Customers [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues | 13.00% | 7.00% |
Four Product [Member] | Revenue from Contract with Customer Benchmark [Member] | Product Concentration Risk [Member] | ||
Product Information [Line Items] | ||
Customers accounted for percentage of company's total revenues | 77.00% | 89.00% |
Maximum [Member] | ||
Product Information [Line Items] | ||
Receivables due period | 120 days |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 4,230 | $ 3,311 |
Work in progress | 1,439 | 671 |
Finished goods | 4,453 | 4,651 |
Inventories | $ 10,122 | $ 8,633 |
Inventory (Details Narrative)
Inventory (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |||
Reserves against inventories | $ 506,000 | $ 422,000 | |
Inventory adjustments recorded | $ 365,000 | $ 228,000 |
Schedule of Components of Lease
Schedule of Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Right-of-use Assets And Lease Liability | ||
Operating lease cost | $ 381 | $ 290 |
Short-term lease cost | 20 | 41 |
Total operating lease costs: | $ 401 | $ 331 |
Schedule of Maturities of Lease
Schedule of Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Right-of-use Assets And Lease Liability | ||
2022 | $ 1,186 | |
2023 | 1,513 | |
2024 | 1,048 | |
2025 | 169 | |
Total lease payments | 3,916 | |
Less: imputed interest | 330 | |
Total lease obligation | 3,586 | |
Less lease obligation, current portion | 1,433 | $ 1,381 |
Lease obligation, non-current portion | $ 2,153 | $ 2,511 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 4,413 | $ 3,922 |
Accrued warranty costs | 456 | 440 |
Accrued customer incentives | 2,579 | 6,758 |
Accrued liabilities, acquisition related | 19 | 30 |
Loan-related fees | 508 | 707 |
Accrued liabilities, other | 4,379 | 2,994 |
Accrued Liabilities | $ 12,354 | $ 14,851 |
Schedule of Liability Measured
Schedule of Liability Measured at Fair Value Using Unobservable Inputs (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Payables and Accruals [Abstract] | |
Beginning balance, Fair value | $ 539 |
Change in estimated fair value recorded of contingent consideration | (32) |
Ending balance, Fair value | $ 507 |
Schedule of Significant Assumpt
Schedule of Significant Assumptions Utilized in the Fair Value of Liabilities (Details) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Discount Rate | 14.90% |
Volatility | 55.00% |
Credit spread | 9.70% |
Risk-free rate | 2.10% |
Accrued Liabilities (Details Na
Accrued Liabilities (Details Narrative) | Mar. 31, 2022USD ($) |
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) - Secured Debt [Member] - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
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 |
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 | $ 143 | $ 147 |
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 May 2022 | through May 2022 |
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 |
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 | $ 37 | $ 38 |
Schedule of Debt Including De_2
Schedule of Debt Including Debt to Related Parties (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Short-Term Debt [Line Items] | ||||
Long-term Debt | $ 32,052 | |||
Long-term Debt, Excluding Current Maturities | 7,592 | $ 7,691 | ||
Secured Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Long-term Debt | 31,872 | 33,600 | ||
Long-term Debt, Current Maturities | (24,280) | (25,909) | ||
Long-term Debt, Excluding Current Maturities | 7,592 | 7,691 | ||
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 Notes [Member] | ||||
Short-Term Debt [Line Items] | ||||
Long-term Debt | 7,686 | 7,774 | $ 8,024 | $ 8,106 |
Secured Revolving Borrowing Interest Rate at 12.80% Through August 2021 [Member] | Secured Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Long-term Debt | 13,195 | 14,829 | ||
August 2015 Senior Secured Promissory Notes [Member] | Secured Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Long-term Debt | 7,300 | 7,300 | ||
Research Loan Facility Interest Rate at 1.00% [Member] | Secured Debt [Member] | ||||
Short-Term Debt [Line Items] | ||||
Long-term Debt | $ 266 | $ 272 |
Schedule of Contractual Future
Schedule of Contractual Future Payments to Related Parties (Details) $ in Thousands | Mar. 31, 2022USD ($) | |
Debt Disclosure [Abstract] | ||
2022 (remaining nine months) | $ 20,920 | |
2023 | 471 | |
2024 | 491 | |
2025 | 514 | |
2026 | 537 | |
Thereafter | 5,844 | |
Total future principal payments | 28,777 | |
Interest payments included in debt balance | 3,275 | [1] |
Total future debt payments | $ 32,052 | |
[1] | Due to the debt extinguishment requirements, 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 | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Principal balance, net at March 31, | $ 32,052 | |
June 2014 Secured Promissory Notes [Member] | ||
Short-Term Debt [Line Items] | ||
Principal balance, net at January 1, | 7,774 | $ 8,106 |
Principal payments | (196) | (196) |
Interest | 104 | 109 |
Debt discount amortization | 4 | 5 |
Principal balance, net at March 31, | $ 7,686 | $ 8,024 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | Jan. 31, 2020 | Jan. 30, 2020 | Jun. 30, 2014 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Aug. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Required deposit balance | $ 1,560,000 | $ 1,560,000 | |||||
Beneficial ownership | 40.00% | ||||||
Aging collection fee percentage | 0.00% | ||||||
Interest expense | 551,000 | $ 393,000 | |||||
LSQ Funding Group L C [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal amount | 13,195,000 | ||||||
Sale of certain accounts receivable to third-party | $ 20,000,000 | $ 7,000,000 | |||||
Invoice purchase fee percentage | 0.25% | 0.40% | |||||
Additional monthly funds usage rate | 0.025% | 0.02% | |||||
Temination fee percentage | 0.50% | 0.75% | |||||
Interest expense | $ 396,000 | 232,000 | |||||
LSQ Funding Group L C [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aging collection fee percentage | 0.35% | ||||||
LSQ Funding Group L C [Member] | Maximum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Aging collection fee percentage | 0.75% | ||||||
Advancement rate of receivables face value | $ 4,500,000 | ||||||
Percentage Of Common Stock Outstanding To Increase Shares Reserved For Issuance | LSQ Funding Group L C [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Invoice purchase fee percentage | 90.00% | 85.00% | |||||
International Receivables [Member] | LSQ Funding Group L C [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Invoice purchase fee percentage | 70.00% | 60.00% | |||||
The Addendum [Member] | LSQ Funding Group L C [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument description | 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% | ||||||
Fund advances | $ 3,000,000 | ||||||
Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument description | 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 | ||||||
October 2012 and April 2013 Secured Promissory Notes [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding principal amount | $ 2,450,000 | ||||||
Secured promissory notes | 3,425,000 | ||||||
Accrued interest | 975,000 | ||||||
Expenses incurred | $ 827,000 | 631,000 | |||||
October 2012 and April 2013 Secured Promissory Notes [Member] | Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, interest rate | 8.00% | 8.00% | |||||
June 2014 Secured Promissory Note [Member] | Secured Debt [Member] | |||||||
Debt Instrument [Line Items] | |||||||
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] | |||||||
Debt instrument borrowing amount | $ 10,000,000 | ||||||
Required deposit balance | $ 1,560,000 | ||||||
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] | |||||||
Outstanding principal amount | $ 5,000,000 | ||||||
Secured promissory notes | 7,300,000 | ||||||
Accrued interest | 2,300,000 | ||||||
Expenses incurred | $ 1,999,000 | $ 1,600,000 |
Summary of Stock Options Activi
Summary of Stock Options Activity (Details) | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Shares outstanding, beginning balance | shares | 12,677,000 |
Weighted average exercise price, beginning balance | $ / shares | $ 2.35 |
Shares outstanding, options granted | shares | 1,645,000 |
Weighted average exercise price, options granted | $ / shares | $ 0.64 |
Shares outstanding, options exercised | shares | |
Weighted average exercise price, options exercised | $ / shares | |
Shares outstanding, options cancelled | shares | (708,000) |
Weighted Average Exercise Price, Options cancelled | $ / shares | $ 1.90 |
Shares outstanding, ending balance | shares | 13,614,000 |
Weighted Average Exercise Price, Ending balance | $ / shares | $ 2.17 |
Summary of Restricted Stock Uni
Summary of Restricted Stock Units Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Payment Arrangement [Abstract] | |
Restricted stock units, Beginning Balance | shares | 3,980 |
Weighted Average Grant Date Fair Value, Beginning Balance | $ / shares | $ 1.17 |
Restricted stock units, Granted | shares | 1,642 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.63 |
Restricted stock units, Settled | shares | (50) |
Weighted Average Grant Date Fair Value, Settled | $ / shares | $ 1.66 |
Restricted stock units, Forfeited | shares | (63) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 0.63 |
Restricted stock units, Ending Balance | shares | 5,509 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.01 |
Summary of Non-vested Restricte
Summary of Non-vested Restricted Stock Units Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2022$ / sharesshares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, Granted | shares | 1,642 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.63 |
Restricted stock units, Vested | shares | (50) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 1.66 |
Restricted stock units, Forfeited | shares | (63) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 0.63 |
Restricted Stock Units (RSUs) [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Restricted stock units, Beginning Balance | shares | 996 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 1.21 |
Restricted stock units, Granted | shares | 1,642 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | $ 0.63 |
Restricted stock units, Vested | shares | (54) |
Weighted Average Grant Date Fair Value, Vested | $ / shares | $ 1.30 |
Restricted stock units, Forfeited | shares | (63) |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | $ 0.63 |
Restricted stock units, Ending Balance | shares | 2,521 |
Weighted Average Grant Date Fair Value, Ending Balance | $ / shares | $ 0.84 |
Share-Based Plans (Details Narr
Share-Based Plans (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 13,614,000 | 12,677,000 | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 5,509,000 | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Available for Grant | 13,915,000 | |||
Stock based compensation expense | $ 822,000 | $ 915,000 | ||
Restricted stock units, Granted | 1,642,000 | |||
Common stock exercise price | $ 0.89 | |||
Common stock fair value | $ 843,000 | |||
Long Term Incentive Program [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Unvested portion of award vesting percentage | 50.00% | |||
Restricted Stock Units (RSUs) [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock units, Granted | 1,642,000 | |||
Restricted Stock Units (RSUs) [Member] | Long Term Incentive Program [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock units, Granted | 609,350 | |||
Restricted Stock Units (RSUs) [Member] | Long Term Incentive Program [Member] | Other Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock units, Granted | 1,032,639 | |||
Market value granted | $ 0.63 | |||
Options Held [Member] | Long Term Incentive Program [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Restricted stock units, Granted | 1,455,556 | |||
2013 Plan [Member] | Long Term Incentive Program [Member] | Other Employees [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Share-based payment award, description | The awards were issued under the 2013 Plan and vest as to 1/3 of the total number of shares subject to the 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 these awards become immediately vested |
Merger Agreement (Details Narra
Merger Agreement (Details Narrative) - USD ($) | Mar. 16, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.00001 | $ 0.00001 |
Cancelled and extinguished | $ 1.90 | ||
Merger Agreement [Member] | |||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||
Common Stock, Par or Stated Value Per Share | 0.00001 | ||
Cancelled and extinguished | $ 0.088 | ||
Termination fees | $ 9,700,000 |