Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 24, 2022 | Jun. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Arcadia Biosciences, Inc. | ||
Entity Central Index Key | 0001469443 | ||
Entity Current Reporting Status | Yes | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 22,188,918 | ||
Entity Public Float | $ 53,245,000 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Small Business | true | ||
Entity File Number | 001-37383 | ||
Entity Tax Identification Number | 81-0571538 | ||
Entity Address, Address Line One | 202 Cousteau Place | ||
Entity Address, Address Line Two | Suite 105 | ||
Entity Address, City or Town | Davis | ||
Entity Address, State or Province | CA | ||
Entity Address, Postal Zip Code | 95618 | ||
City Area Code | 530 | ||
Local Phone Number | 756-7077 | ||
Entity Incorporation, State or Country Code | DE | ||
Trading Symbol | RKDA | ||
Title of 12(b) Security | Common | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
ICFR Auditor Attestation Flag | false | ||
Documents Incorporated by Reference | Information required by Part III of this Annual Report on Form 10-K is incorporated by reference to the Registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders, which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K. | ||
Auditor Firm ID | 34 | ||
Auditor Name | Deloitte & Touche LLP | ||
Auditor Location | Phoenix, AZ |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 28,685 | $ 14,042 |
Short-term investments | 11,625 | |
Accounts receivable, net of allowance for doubtful accounts of $76 and $0 as of December 31, 2021 and 2020, respectively | 1,370 | 1,406 |
Inventories, net — current | 4,433 | 3,812 |
Prepaid expenses and other current assets | 900 | 811 |
Total current assets | 35,388 | 31,696 |
Restricted cash | 2,001 | |
Property and equipment, net | 2,291 | 3,539 |
Right of use assets | 3,081 | 5,826 |
Inventories, net — noncurrent | 2,494 | 3,485 |
Goodwill | 408 | |
Intangible assets, net | 484 | 370 |
Other noncurrent assets | 180 | 23 |
Total assets | 43,918 | 47,348 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,638 | 4,105 |
Amounts due to related parties | 64 | 80 |
Debt - current | 0 | 1,141 |
Unearned revenue — current | 8 | |
Operating lease liability - current | 1,074 | 717 |
Other current liabilities | 264 | 263 |
Total current liabilities | 5,040 | 6,314 |
Debt - noncurrent | 0 | 2,105 |
Operating lease liability - noncurrent | 2,220 | 5,389 |
Common stock warrant liabilities | 3,392 | 2,708 |
Other noncurrent liabilities | 2,070 | 2,280 |
Total liabilities | 12,722 | 18,796 |
Commitments and contingencies (Note 17) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value 150,000,000 shares authorized as of December 31, 2021 and December 31, 2020; 22,184,235 and 13,450,861 shares issued and outstanding as of December 31, 2021 and December 31, 2020, respectively. | 63 | 54 |
Additional paid-in capital | 257,515 | 239,496 |
Accumulated deficit | (226,485) | (211,825) |
Total Arcadia Biosciences stockholders’ equity | 31,093 | 27,725 |
Non-controlling interest | 103 | 827 |
Total stockholders' equity | 31,196 | 28,552 |
Total liabilities and stockholders’ equity | $ 43,918 | $ 47,348 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 76,000 | $ 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 22,184,235 | 13,450,861 |
Common stock, outstanding | 22,184,235 | 13,450,861 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues: | ||
Total revenues | $ 6,780,000 | $ 8,034,000 |
Operating expenses (income): | ||
Cost of product revenues | 8,708,000 | 5,199,000 |
Research and development | 3,889,000 | 7,960,000 |
Gain on sale of Verdeca | (8,814,000) | |
Loss on sale of Arcadia Spain | 497,000 | |
Impairment of intangible asset | 3,302,000 | 0 |
Impairment of goodwill | 1,648,000 | 0 |
Change in fair value of contingent consideration | (210,000) | |
Impairment of property and equipment, net | 1,534,000 | 0 |
Selling, general and administrative | 22,938,000 | 16,467,000 |
Total operating expenses | 42,306,000 | 20,812,000 |
Loss from operations | (35,526,000) | (12,778,000) |
Interest expense | (20,000) | (47,000) |
Other income, net | 10,114,000 | 740,000 |
Change in fair value of common stock warrant liabilities | 8,946,000 | 6,570,000 |
Loss on extinguishment of warrant liability | (635,000) | |
Gain on extinguishment of PPP loan | 1,123,000 | |
Offering costs | (769,000) | |
Net loss before income taxes | (16,132,000) | (6,150,000) |
Income tax (provision) benefit | (2,000) | 124,000 |
Net loss | (16,134,000) | (6,026,000) |
Net loss attributable to non-controlling interest | (1,474,000) | (1,371,000) |
Net loss attributable to common stockholders | $ (14,660,000) | $ (4,655,000) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (0.69) | $ (0.47) |
Weighted-average number of shares used in per share calculations: | ||
Basic and diluted | 21,280,620 | 9,959,018 |
Other comprehensive loss, net of tax | ||
Unrealized losses on investment securities | $ (1,000) | |
Other comprehensive loss | (1,000) | |
Comprehensive loss attributable to common stockholders | $ (14,660,000) | (4,656,000) |
Product | ||
Revenues: | ||
Total revenues | 6,587,000 | 1,044,000 |
License | ||
Revenues: | ||
Total revenues | 17,000 | 6,801,000 |
Royalty | ||
Revenues: | ||
Total revenues | $ 176,000 | 83,000 |
Contract Research And Government Grants | ||
Revenues: | ||
Total revenues | $ 106,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Arcadia Wellness [Member] | Industrial Seed Innovations [Member] | December 2020 Offering [Member] | January 2021 PIPE [Member] | June 2018 Warrants [Member] | May 2020 Warrants Transaction [Member] | May 2020 Warrants [Member] | March 2018 PIPE [Member] | July 2020 Warrants Transaction [Member] | July 2020 Warrants [Member] | Common Stock [Member] | Common Stock [Member]Arcadia Wellness [Member] | Common Stock [Member]Industrial Seed Innovations [Member] | Common Stock [Member]December 2020 Offering [Member] | Common Stock [Member]January 2021 PIPE [Member] | Common Stock [Member]June 2018 Warrants [Member] | Common Stock [Member]March 2018 PIPE [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]Arcadia Wellness [Member] | Additional Paid-In Capital [Member]Industrial Seed Innovations [Member] | Additional Paid-In Capital [Member]December 2020 Offering [Member] | Additional Paid-In Capital [Member]January 2021 PIPE [Member] | Additional Paid-In Capital [Member]June 2018 Warrants [Member] | Additional Paid-In Capital [Member]May 2020 Warrants Transaction [Member] | Additional Paid-In Capital [Member]May 2020 Warrants [Member] | Additional Paid-In Capital [Member]March 2018 PIPE [Member] | Additional Paid-In Capital [Member]July 2020 Warrants Transaction [Member] | Additional Paid-In Capital [Member]July 2020 Warrants [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive (Loss) Income [Member] | Non-controlling Interest [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2019 | $ 8,325 | $ 49 | $ 214,826 | $ (207,171) | $ 1 | $ 620 | ||||||||||||||||||||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2019 | 8,646,149 | |||||||||||||||||||||||||||||||
Issuance of shares related to employee stock purchase plan | 51 | 51 | ||||||||||||||||||||||||||||||
Issuance of shares related to employee stock purchase plan, Shares | 19,667 | |||||||||||||||||||||||||||||||
Issuance of shares | $ 5,569 | $ 2,444 | $ 1 | $ 1 | $ 5,568 | $ 2,443 | ||||||||||||||||||||||||||
Issuance of shares, Shares | 1,392,345 | 641,416 | ||||||||||||||||||||||||||||||
Issuance of investor warrants | $ 4,415 | $ 2,059 | $ 4,415 | $ 2,059 | ||||||||||||||||||||||||||||
Issuance of placement agent warrants | $ 287 | $ 215 | $ 101 | $ 287 | $ 215 | $ 101 | ||||||||||||||||||||||||||
Issuance of common stock at closing of acquisition transaction | $ 432 | $ 432 | ||||||||||||||||||||||||||||||
Issuance of common stock at closing of acquisition transaction, Shares | 132,626 | |||||||||||||||||||||||||||||||
Issuance of shares and warrants | 8,000 | $ 3 | 7,997 | |||||||||||||||||||||||||||||
Issuance of shares and warrants, Shares | 2,618,658 | |||||||||||||||||||||||||||||||
Offering costs | $ (939) | $ (939) | ||||||||||||||||||||||||||||||
Stock-based compensation | 2,042 | 2,042 | ||||||||||||||||||||||||||||||
Non-controlling interest contributions | 1,578 | 1,578 | ||||||||||||||||||||||||||||||
Unrealized losses on investment securities | (1) | $ (1) | ||||||||||||||||||||||||||||||
Net loss | (6,026) | (4,655) | (1,371) | |||||||||||||||||||||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2020 | 28,552 | $ 54 | 239,496 | (211,825) | 827 | |||||||||||||||||||||||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2020 | 13,450,861 | |||||||||||||||||||||||||||||||
Issuance of shares related to employee stock purchase plan | 38 | 38 | ||||||||||||||||||||||||||||||
Issuance of shares related to employee stock purchase plan, Shares | 15,189 | |||||||||||||||||||||||||||||||
Issuance of shares | $ 15,516 | $ 8 | $ 15,508 | |||||||||||||||||||||||||||||
Issuance of shares, Shares | 7,876,784 | |||||||||||||||||||||||||||||||
Issuance of placement agent warrants | 942 | 942 | ||||||||||||||||||||||||||||||
Issuance of common stock at closing of acquisition transaction | $ 2,053 | $ 1 | $ 2,052 | |||||||||||||||||||||||||||||
Issuance of common stock at closing of acquisition transaction, Shares | 827,401 | |||||||||||||||||||||||||||||||
Issuance of shares related to exercise of Service and Performance Warrants | 22 | 22 | ||||||||||||||||||||||||||||||
Issuance of shares related to exercise of Service and Performance Warrants, Shares | 14,000 | |||||||||||||||||||||||||||||||
Offering costs | $ (2,084) | $ (2,084) | ||||||||||||||||||||||||||||||
Stock-based compensation | 1,541 | 1,541 | ||||||||||||||||||||||||||||||
Non-controlling interest contributions | 750 | 750 | ||||||||||||||||||||||||||||||
Net loss | (16,134) | (14,660) | (1,474) | |||||||||||||||||||||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2021 | $ 31,196 | $ 63 | $ 257,515 | $ (226,485) | $ 103 | |||||||||||||||||||||||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2021 | 22,184,235 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (16,134,000) | $ (6,026,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Change in fair value of common stock warrant liabilities | (8,946,000) | (6,570,000) |
Change in fair value of contingent consideration | (210,000) | |
Offering costs | 769,000 | |
Depreciation | 929,000 | 632,000 |
Amortization of intangible assets | 116,000 | 30,000 |
Lease amortization | 1,276,000 | 1,048,000 |
Impairment of intangible asset | 3,302,000 | 0 |
Impairment of goodwill | 1,648,000 | 0 |
Loss (Gain) on disposal of equipment | 23,000 | (8,000) |
Loss on disposal of intangible assets | 222,000 | |
Net amortization of investment premium | (44,000) | |
Stock-based compensation | 1,541,000 | 2,042,000 |
Bed debt expense | 76,000 | |
Gain on sale of Verdeca | (8,814,000) | |
Realized gain on corporate securities | (10,221,000) | |
Corporate securities received in exchange for license agreement | (4,318,000) | |
Unrealized gain on corporate securities | (656,000) | |
Write-down of inventory and prepaid production costs | 3,593,000 | 4,311,000 |
Loss on extinguishment of warrant liability | 635,000 | |
Gain on extinguishment of PPP loan | (1,123,000) | |
Impairment of property and equipment | 1,534,000 | |
Deferred income taxes | (107,000) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (40,000) | (1,119,000) |
Inventories | (2,383,000) | (9,751,000) |
Prepaid expenses and other current assets | 56,000 | 39,000 |
Other noncurrent assets | (158,000) | (15,000) |
Accounts payable and accrued expenses | (372,000) | (580,000) |
Amounts due to related parties | (16,000) | 40,000 |
Unearned revenue | (8,000) | (34,000) |
Other current liabilities | 1,000 | (43,000) |
Operating lease payments | (1,343,000) | (910,000) |
Net cash used in operating activities | (25,868,000) | (30,218,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property and equipment | 19,000 | 8,000 |
Purchases of property and equipment | (1,007,000) | (2,335,000) |
Proceeds from sale of Verdeca | 3,153,000 | |
Acquisitions, net of cash acquired | (4,250,000) | (500,000) |
Purchases of investments | (1,292,000) | |
Proceeds from sales and maturities of investments | 21,846,000 | 18,250,000 |
Net cash provided by (used in) investing activities | 16,608,000 | 17,284,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from borrowings | 3,108,000 | |
Payments of transaction costs relating to extinguishment of warrant liability | (863,000) | |
Principal payments on notes payable | (2,146,000) | (34,000) |
Proceeds from exercise of warrants | 22,000 | 9,372,000 |
Proceeds from exercise of stock options and purchases through ESPP | 39,000 | 51,000 |
Capital contributions received from non-controlling interest | 750,000 | 1,578,000 |
Net cash provided by financing activities | 21,900,000 | 20,560,000 |
Effects of foreign currency translation on cash and cash equivalents | 2,000 | |
Net increase (decrease) in cash, cash equivalents and restricted cash | 12,642,000 | 7,626,000 |
Cash, cash equivalents and restricted cash — beginning of period | 16,043,000 | 8,417,000 |
Cash, cash equivalents and restricted cash — end of period | 28,685,000 | 16,043,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 25,000 | 10,000 |
Cash paid for taxes | 1,000 | 1,000 |
NONCASH TRANSACTIONS: | ||
Right of use assets obtained in exchange for new operating lease liabilities | 1,664,000 | 331,000 |
Right of use assets obtained through modification of existing lease agreement | 4,207,000 | |
Fixed assets acquired with notes payable | 37,000 | |
Purchases of fixed assets included in accounts payable and accrued expenses | 71,000 | |
Arcadia Wellness [Member] | ||
NONCASH TRANSACTIONS: | ||
Shares of common stock issued at closing of ISI transaction | 2,053,000 | |
Industrial Seed Innovations [Member] | ||
Adjustments to reconcile net loss to cash used in operating activities: | ||
Change in fair value of contingent consideration | (210,000) | |
NONCASH TRANSACTIONS: | ||
Shares of common stock issued at closing of ISI transaction | 432,000 | |
December 2020 Purchase Agreement [Member] | ||
NONCASH TRANSACTIONS: | ||
Common stock warrants issued to placement agent and included in offering costs related to purchase agreement | 287,000 | |
January 2021 PIPE Purchase Agreement [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and warrants from Offering | 25,147,000 | |
Payments of offering costs | (1,912,000) | |
NONCASH TRANSACTIONS: | ||
Common stock warrants issued to placement agent and included in offering costs related to purchase agreement | $ 942,000 | |
December 2020 Offering [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and warrants from Offering | 8,000,000 | |
Payments of offering costs | (652,000) | |
May 2020 Warrants Transaction [Member] | ||
NONCASH TRANSACTIONS: | ||
Common stock warrants issued to placement agent and included in offering costs | 215,000 | |
July 2020 Warrants Transaction [Member] | ||
NONCASH TRANSACTIONS: | ||
Common stock warrants issued to placement agent and included in offering costs | $ 101,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business Organization Arcadia Biosciences, Inc. (the "Company"), was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in American Falls, Idaho, and Chatsworth, California. The Company was reincorporated in Delaware in March 2015 . The Company is a producer and marketer of innovative, plant-based health and wellness products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients and health and wellness products, has laid the foundation for its path forward. The Company used advanced breeding techniques to develop these proprietary innovations which are now being commercialized through the sales of seed and grain, as well as food ingredients and products. The recent acquisition of the businesses of Lief Holdings, LLC (“Lief”), EKO Holdings, LLC (“Eko”) and Live Zola, LLC (“Zola”) added bath and body care products, as well as coconut water, to the Company’s portfolio. In May 2021, the Company’s wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”, see Note 8), acquired the businesses of Eko, Lief, and Zola. The acquisition included consumer CBD brands like Soul Spring, a CBD-infused botanical therapy brand in the natural category, Saavy Naturals, a line of natural body care products and Provault, a CBD-infused sports performance formula made with natural ingredients, providing effective support and recovery for athletes. Also included in the purchase is Zola, a coconut water sourced exclusively with sustainably grown coconuts from Thailand. In April 2021, the newly formed Company’s wholly owned subsidiary Arcadia SPA, S.L. (“Arcadia Spain” or “ASPA”) acquired the physical and intellectual property assets of Agrasys S.A. (“Agrasys”), a food ingredients company based in Barcelona, Spain. The Company sold all of the assets and liabilities related to the subsidiary Arcadia Spain in November 2021 to a European buyer (the "buyer"), to focus on the US domestic market. The loss on sale of Arcadia Spain recorded on the consolidated statements of operations and comprehensive loss was $ 497,000 . The buyer assumed all present and future liabilities, including the initial commitments related to the 2022 planting season. In August 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 10) to grow, extract, and sell hemp products. The partnership Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic expertise and resources with Legacy’s experience in hemp extraction and sales. In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market. As a result, the Company recorded impairments of property and equipment in the amount of $ 1.4 million and $ 0 for the years ended December 31, 2021, and 2020, respectively. The Company assessed Archipelago’s fixed assets for impairment through an asset recoverability test, using prices for similar assets. See Note 5. Liquidity, Capital Resources, and Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of December 31, 2021, the Company had an accumulated deficit of $ 226.5 million, and cash and cash equivalents of $ 28.7 million. For the years ended December 31, 2021 and 2020, the Company had net losses of $ 16.1 million and $ 6.0 million, respectively, and net cash used in operations of $ 25.9 million and $ 30.2 million, respectively. The Company believes that its existing cash and cash equivalents will not be sufficient to meet its anticipated cash requirements for at least the next 12 months from the issuance date of these financial statements, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company’s stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that would restrict operations. If the Company does require additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs. Any of these actions could materially harm the business, results of operations and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company, Arcadia Wellness, Arcadia Spain and Archipelago. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP (“GAAP”), and with the rules of the Securities and Exchange Commission. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Archipelago, a joint venture, as it has a controlling interest in Archipelago. Accordingly, the Company consolidates Archipelago in the consolidated financial statements after eliminating intercompany transactions. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage of Archipelago. Net loss attributable to non-controlling interest of $ 1,474,000 and $ 1,371,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the years ended December 31, 2021 and 2020, respectively. The non-controlling partner’s equity interests are presented as non-controlling interests on the consolidated balance sheets as of December 31, 2021 and 2020. The functional currency of the foreign subsidiary Arcadia Spain during the year ended December 31, 2021, was its local currency (i.e., the Euro). Accordingly, period-end exchange rates were applied to translate its assets and liabilities and average transaction exchange rates to translate its revenues, expenses, gains, and losses into U.S. dollars. Upon disposal of all of the assets and liabilities related to Arcadia Spain, the Company deconsolidated the accounts of the subsidiary as of November 30, 2021, and recorded a loss on the sale in the amount of $ 497,000 during the quarter ended December 31, 2021. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, stock-based compensation, impairments of long-lived assets such as intangible assets and goodwill, impairment of property and equipment, and net realizable value of inventory. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and cash equivalents The Company considers any liquid investment with a stated maturity of three months or less at the date of purchase to be a cash equivalent. Cash and cash equivalents consist of cash on deposit with banks, and money-market funds. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash and cash equivalents. However, as of December 31, 2021 and 2020, a substantial portion of the Company’s cash in depository accounts is in excess of the federal deposit insurance limits. Restricted cash Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the consolidated balance sheets. Investments in debt and equity securities Investments in debt and equity securities are carried at fair value and classified as short-term investments. Realized and unrealized gains and losses on investment securities are included in other income, net, in the consolidated statements of operations and comprehensive loss. Investment securities are reported as cash and cash equivalent, short-term investments or long-term investments in the consolidated balance sheets based on the nature of the investments and maturity period. Short-term investments have maturities of less than a year and long-term investments have maturities of a year and greater from the balance sheet date. Other-than-temporary impairments on investments The Company regularly reviews each of its investments for impairment by determining if the investment has sustained an other-than-temporary decline in its value, in which case the investment is written down to its fair value by a charge to earnings. Factors that are considered by the Company in determining whether an other-than-temporary decline in value has occurred include (i) the market value of the investment in relation to its cost basis, (ii) the financial condition of the investment, and (iii) the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery of the market value of the investment. As of December 31, 2021, the Company had no short-term investments, and as of December 31, 2020, there was no impairment of the Company’s investments. Accounts receivable Accounts receivable represents amounts owed to the Company from product sales, licenses, and royalties. The carrying value of the Company’s receivables represents estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company had $ 76,000 and $ 0 amounts reserved for doubtful accounts at December 31, 2021 and 2020, respectively, and the allowance activity during the year ended December 31, 2021, was immaterial. Inventory Inventory costs are tracked on a lot-identified basis and are included as cost of product revenues when sold. Inventories are stated at the lower of cost or net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value . GoodWheat: Proprietary wheat plants are grown, producing seed and grain with a variety of improved nutritional qualities, including high levels of amylose, improved shelf-life, and reduced gluten. The seed is used for subsequent plantings and the grain is either sold or used as an ingredient in the production of food products, which the Company refers to collectively as GoodWheat products. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops, costs to process harvested seed and grain, and costs to mill the grain into flour. Body care : A portfolio of CBD-infused and CBD-free consumer bath and body care products such as body lotions, bath-bombs and topical pain relievers, that are produced in the US. Amounts inventoried consist primarily of purchased raw materials, components, labor, and manufacturing facility costs. Zola Coconut water : Inventories mainly consist of coconut water imported from Thailand, freight-in, supplies, and labor. GoodHemp : Proprietary seeds are grown and used for subsequent plantings and sold as final product to other growers. Amounts in inventory for internally produced hemp seeds consist primarily of labor, supplies and facility costs. The costs to procure seeds from external growers and suppliers are included in inventory, as well. In addition, hemp seeds were planted on land leased in Hawaii. The costs of purchasing, planting and growing the seed, and harvesting the resulting biomass are captured as inventory, along with the costs to process the biomass into CBD oil. Amounts in inventory for growing biomass primarily consist of labor, supplies and facility costs. The inventories—current line item on the balance sheet represents inventory forecasted to be sold or used in production in the next 12 months, as of the balance sheet date, and consists primarily of the cost of GoodWheat seed and grain, body care products, Zola Coconut water, and hemp seed. The inventories—noncurrent line item on the balance sheet represents inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date, and consists primarily of GoodWheat seed and grain, and GoodHemp seed. Raw materials inventories consist primarily of the costs to produce body care products and GoodWheat seeds. Goods in process inventories consist of costs to produce GoodHemp seed, hemp seed production costs incurred by Archipelago, and GoodWheat seed and grain. Finished goods inventories consist of GoodWheat and body care products, and GoodHemp seeds that are available for sale. Property and equipment Property and equipment acquisitions are recorded at cost. Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Machinery and equipment 2 - 20 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2 - 10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of fixed assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset above its estimated fair value. Impairment of long-lived intangible assets and goodwill The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and identifiable intangible assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset above its estimated fair value. Intangible assets, net As of December 31, 2021 and 2020, there were $ 3.3 million and $ 0 , respectively of impairm ent of intangible assets, recorded on the consolidated statements of operations and comprehensive loss. See Note 9 for more information. Goodwill During the year ended December 31, 2021, the Company recorded an impairment charge of $ 1.6 million, which was included as impairment of goodwill on our consolidated statements of operations and comprehensive loss. The goodwill carrying value of $ 1.6 million was fully impaired. See Note 7 and 8 for the goodwill recorded at the time of the ISI and AW acquisitions, respectively. The impairment charge was primarily the result of weakness in our newly acquired consumer product margins combined with a volatile economic climate and higher than normal inflation. The decline in the stock price observed during the fourth quarter of 2021, pushed our market capitalization significantly below the recorded value of our stockholders' equity. No goodwill impairment charges were recorded during the year ended December 31, 2020. Fair value of financial instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable approximated their fair values due to the short period of time to maturity or repayment. Concentration of risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. Customer concentration Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each respective balance sheet date. Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of 2021 2020 Customer B 11 21 Customer D 15 — Customer C — 12 Customer E 11 — Customer A — 57 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended 2021 2020 Customer D 11 — Customer B 10 7 Customer A — 83 Stock-based compensation The Company recognizes compensation expense related to its employee stock purchase plan and the cost of stock-based compensation awards on a straight-line basis over the requisite service period, net of estimated forfeitures. Judgment is required in estimating the amount of stock-based awards that will be forfeited prior to vesting. Compensation expense could be revised in subsequent periods if actual forfeitures differ from those estimates. The Company has selected the Black-Scholes option-pricing model and various inputs to estimate the fair value of its stock-based awards. See Note 16 for additional information. Amounts recognized in the consolidated statements of operations and comprehensive loss were as follows (in thousands): Year Ended December 31, 2021 2020 (in thousands) Research and development $ 98 $ 341 Selling, general and administrative 1,443 1,701 Total stock-based compensation $ 1,541 $ 2,042 Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Net loss per share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, convertible promissory notes, convertible preferred stock, redeemable convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. Revenue recognition The Company derives its revenues from product sales, licensing agreements, royalty fees, contract research agreements, and government grants. Product revenues Product revenues to date have consisted primarily of sales of SONOVA GLA products, GoodWheat grain sales, body care products, Zola Coconut water, and GoodHemp seed sales. The Company recognizes revenue from product sales when ownership of the product is transferred to third-party distributors and consumers, collectively “our customers”, which generally occurs upon delivery. Shipping and handling costs charged to customers are recorded as revenues and included in cost of product revenues at the time the sale is recognized. Revenues fluctuate depending on the timing of shipments of product to our customers. License revenues License revenues to date consist of up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments that the Company receives under the Company’s research and license agreements. The Company recognizes revenue generated from up-front, nonrefundable license fees upon execution of the agreement and recognizes annual license fees when it is probable that a material reversal will not occur. Milestone fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company assesses when achievement of milestones is probable to determine the timing of revenue recognition for milestone fees. Milestones typically consist of significant stages of development for the Company’s traits in a potential commercial product, such as achievement of specific technological targets, completion of field trials, filing with regulatory agencies, completion of the regulatory process, and commercial launch of a product containing the Company’s traits. Given the seasonality of agriculture and time required to progress from one milestone to the next, achievement of milestones is inherently uneven, and the Company’s license revenues are likely to fluctuate significantly from period to period. Royalty revenues Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee. Contract research and government grant revenues Contract research and government grant revenues consist of amounts earned from performing contracted research primarily related to breeding programs or the genetic engineering of plants for third parties. Contract research revenue and government grants revenues are accounted for as a single performance obligation for which revenues are recognized over time using the input method (e.g., costs incurred to date relative to the total estimated costs at completion). The Company receives payments from government entities in the form of government grants. The Company’s obligation with respect to these government agreements is to perform the research on a best-efforts basis. Unearned revenue The Company defers revenue to the extent that cash received in conjunction with a license agreement, contract or grant exceeds the revenue recognized in accordance with Company policies. During the year ended December 31, 2021, the Company recognized revenue of $ 8,000 that was included in unearned revenue on the consolidated balance sheet as of December 31, 2020. Cost of product revenues Cost of product revenues relates to the sale of GoodWheat, Zola Coconut water, body care, GLA oil and GoodHemp products and consists of manufacturing costs, including production overhead costs such as depreciation, rent and others, in-licensing and royalty fees, any adjustments or write-downs to inventory, as well as the cost of raw materials, including inventory and third-party services costs related to procuring, processing, formulating, packaging, and shipping the Company’s products. Research and development expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of the Company’s products and products in development incorporating the Company’s traits. These expenses consist primarily of employee salaries and benefits, fees paid to subcontracted research providers, fees associated with in-licensing technology, land leased for field trials, chemicals and supplies, and other external expenses. These costs are expensed as incurred. Change in fair value of contingent consideration Change in the fair value of contingent consideration is comprised of the gain associated with the reduction of the contingent liability. See Note 17. Change in the estimated fair value of common stock warrant liabilities Change in the estimated fair value of common stock warrant liabilities is comprised of the fair value remeasurement of liability classified common stock warrants. See Note 15. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments . Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326, in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief, in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019-10, which defers the effective date of ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2016-13 on the consolidated financial statements. In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes . The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying other areas of existing guidance. The amendments are effective for all entities for fiscal years beginning after December 15, 2020. The Company adopt ed ASU No. 2019-12 on January 1, 2021 with an immaterial impact on the Company’s disclosures. In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40) . The FASB Board is issuing this Update to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, the FASB Board focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The amendments in this Update are effective for public business entities that meet the definition of a smaller reporting company, as defined by the SEC, for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company early adopted ASU No. 2020-06 on January 1, 2022, using the modified retrospective method. The main impact on the consolidated financial statements that will be prepared on Form 10-Q as of March 31, 2022, will be the reclassification of the Company's stock warrant liabilities to equity on the consolidated balance sheets, and the elimination of quarterly changes in the fair value of our stock warrant liabilities on the consolidated statement of operations and comprehensive loss. In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock 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. The amendments in this Update clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company adopted ASU No. 2021-04 on January 1, 2022 with an immaterial impact on the Company’s disclosures. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 4. Inventory Inventories, net consist of the following (in thousands): December 31, December 31, Raw materials $ 1,851 $ 966 Goods in process 842 1,921 Finished goods 4,234 4,410 Inventories $ 6,927 $ 7,297 The write-downs to inventory are included in cost of product revenues and are based upon estimates about future demand from the Company’s customers and distributors and market conditions. Therefore, if there are significant changes in demand and market conditions, substantial future write-downs of inventory may be required, which would materially increase our expenses in the period the write down is taken and materially affect our operating results. The Company recorded write-downs of wheat inventories, hemp seed inventories, and body care products of $ 3.6 million for the year ended December 31, 2021. The Company recorded $ 4.3 million of inventory write-downs for the year ended December 31, 2020. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 5. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 2020 Laboratory equipment $ 2,659 $ 2,951 Software and computer equipment 548 591 Machinery and equipment 1,809 2,046 Furniture and fixtures 211 181 Vehicles 417 428 Leasehold improvements 2,306 2,229 Property and equipment, gross 7,950 8,426 Less accumulated depreciation and amortization ( 5,659 ) ( 4,887 ) Property and equipment, net $ 2,291 $ 3,539 Depreciation expense was $ 929,000 and $ 632,000 for the years ended December 31, 2021 and 2020, respectively. As of December 31, 2021 and 2020, respectively, there was $ 267,000 and $ 239,000 of construction in progress included in property and equipment that had not been placed into service and was not subject to depreciation. The Company recorded impairments of property and equipment in the amount of $ 1.5 million and $ 0 for the years ended December 31, 2021, and 2020, respectively. The majority was related to the fact that Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market. As a result, the Company assessed Archipelago’s fixed assets for impairment through an asset recoverability test, and recorded write-downs in the amount of $ 1.4 million for the year ended December 31, 2021, calculating the fair value using prices for similar assets. An additional fixed assets impairment in the amount of $ 100,000 was recorded as of December 31, 2021, for other fixed assets, not related to Archipelago, determined to have no future economic benefit . |
Investments and Fair Value Inst
Investments and Fair Value Instruments | 12 Months Ended |
Dec. 31, 2021 | |
Investments And Fair Value Instruments [Abstract] | |
Investments and Fair Value Instruments | Note 6. Investments and Fair Value Instruments Investments The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized and realized gains and losses are recognized as other income in the consolidated statements of operations and comprehensive loss. The Company classified its investments in corporate securities of Bioceres Crop Solutions Corp. (“BIOX”) as short-term investments. The Company recorded realized gains of $ 10.2 million for the year ended December 31, 2021, associated with the sale of these corporate securities in other income, net, in the consolidated statements of operations and comprehensive loss. The following tables summarize the amortized cost and fair value of the investment securities portfolio at December 30, 2021 and December 31, 2020. (Dollars in thousands) Amortized Unrealized Unrealized Estimated December 31, 2021 Cash equivalents: Money market funds $ 26,842 $ — $ — $ 26,842 Total Assets at Fair Value $ 26,842 $ — $ — $ 26,842 (Dollars in thousands) Amortized Unrealized Unrealized Estimated December 31, 2020 Cash equivalents: Money market funds $ 12,082 $ — $ — $ 12,082 Short-term investments: Corporate securities 10,969 656 — 11,625 Total Assets at Fair Value $ 23,051 $ 656 $ — $ 23,707 The Company did no t have any investment categories that were in a continuous unrealized loss position for more than twelve months as of December 31, 2021. Fair Value Measurement The fair value of the investment securities at December 31, 2021 were as follows: Fair Value Measurements at December 31, 2021 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 26,842 $ — $ — $ 26,842 Total Assets at Fair Value $ 26,842 $ — $ — $ 26,842 The fair value of the investment securities at December 31, 2020 were as follows: Fair Value Measurements at December 31, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 12,082 $ — $ — $ 12,082 Short-term investments: Corporate securities 11,625 — — 11,625 Total Assets at Fair Value $ 23,707 $ — $ — $ 23,707 The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2021 or 2020. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and notes payable. For accounts receivable, accounts payable, accrued liabilities, and notes payable the carrying amounts of these financial instruments as of December 31, 2021 and December 31, 2020 were considered representative of their fair values due to their short term to maturity or repayment. Cash equivalents are carried at cost, which approximates their fair value. The Company’s Level 3 liabilities consist of a contingent liability resulting from the Anawah acquisition, as described in Note 17, a contingent liability resulting from the Industrial Seed Innovations (“ISI”) acquisition, as described in Note 7 and 17, and common stock warrant liabilities related to the March 2018, the June 2019, the September 2019, and the January 2021 Offerings described in Note 15. The contingent liability related to the Anawah acquisition was measured and recorded on a recurring basis as of December 31, 2021 and December 31, 2020, using unobservable inputs, namely the Company’s ability and intent to pursue certain specific products developed using technology acquired in the purchase. A significant deviation in the Company’s ability and/or intent to pursue the technology acquired in the purchase could result in a significantly lower (higher) fair value measurement. The contingent liability related to the ISI acquisition was measured and recorded on a recurring basis as of December 31, 2021 and December 31, 2020, using unobservable inputs, namely ISI’s forecasted revenue. A significant deviation in ISI’s forecasted revenue could result in a significantly lower (higher) fair value measurement. The warrant liabilities were measured and recorded on a recurring basis using the Black-Scholes Model with the following assumptions at December 31, 2021 and 2020: January 2021 Warrants September 2019 Warrants June 2019 Warrants March 2018 Warrants December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, Expected term (in years) 4.58 — 3.20 4.20 2.96 3.96 1.22 2.22 Expected volatility 129.8 % — 109.7 % 135.0 % 110.8 % 135.0 % 86.0 % 130.0 % Risk-free interest rate 1.2 % — 0.9 % 0.3 % 0.8 % 0.3 % 0.5 % 0.1 % Expected dividend yield 0 % — 0 % 0 % 0 % 0 % 0 % 0 % The significant unobservable input used in the fair value measurement of the Company’s Level 3 warrant liabilities is volatility. A significant increase (decrease) in volatility could result in a significantly higher (lower) fair value measurement. The following table sets forth the establishment of the Company’s Level 3 liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands): (Dollars in thousands) Common Stock Common Common Common Common Contingent Total Balance as of December 31, 2019 $ 4,579 $ 5,444 $ 1,993 $ 2,920 $ — $ 2,000 $ 16,936 Change in fair value and ( 2,277 ) ( 1,426 ) ( 1,161 ) ( 1,706 ) — — $ ( 6,570 ) Exercise of warrants ( 1,641 ) ( 4,018 ) — — — — $ ( 5,659 ) ISI acquisition contingent — — — — — 280 $ 280 Balance as of December 31, 2020 $ 661 $ — $ 832 $ 1,214 $ — $ 2,280 $ 4,987 Initial recognition — — — — $ 9,631 — $ 9,631 Change in fair value and ( 654 ) — ( 662 ) ( 991 ) ( 6,638 ) ( 210 ) $ ( 9,155 ) Balance as of December 31, 2021 $ 7 $ — $ 170 $ 223 $ 2,993 $ 2,070 $ 5,463 |
Industrial Seed Innovations Acq
Industrial Seed Innovations Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Industrial Seed Innovations [Member] | |
Business Acquisition [Line Items] | |
Industrial Seed Innovations Acquisition | Note 7. Industrial Seed Innovations Acquisition In August 2020, the Company acquired by merger Industrial Seed Innovations (“ISI”), an Oregon-based industrial hemp breeding and seed company. As a result of the acquisition, the Company acquired ISI’s commercial and genetic assets, including seed varieties, germplasm library and intellectual property. ISI’s Rogue, Umpqua and Santiam seed varieties are now part of Arcadia’s portfolio, alongside the Company’s GoodHemp line of hemp seeds. The acquisition was recorded as a business combination, in accordance with ASC Topic 805. The purchase price consideration for the acquisition totaled an estimated $ 1,212,000 , of which $ 500,000 in cash and $ 432,000 , in the form of 132,626 shares of the Company’s common stock, was paid during the month of August 2020. The remaining amount of $ 280,000 was eligible to be recognized in two annual installments, each of up to 132,626 shares of the Company’s common stock, subject to the achievement of revenue milestones in 2021 and 2022, and is recorded as a contingent liability at fair value in the consolidated balance sheets as of December 31, 2021. A change in fair value of contingent consideration of $ 210,000 was recognized for the year ended December 31, 2021 as the annual revenue milestone was not met for this year. The cash consideration paid for the acquisition was funded by cash on hand. Acquisition costs are not included as components of consideration transferred and instead are accounted for as expenses in the period in which the costs are incurred. The Company incurred costs related to the ISI acquisition of approximately $ 67,000 included in selling, general and administrative expenses in the Company's condensed consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. The pro forma impact of the acquisition to the historical financial results was determined not to be significant. The following table presents the allocation of the purchase price of ISI assets acquired, based on their fair values. Purchase Price Inventory $ 511 Intangible assets, net 400 Goodwill 408 Deferred tax liability ( 107 ) Total consideration allocated $ 1,212 A deferred tax liability arising from the difference between book purchase price allocation and tax basis has been assessed in the amount of $ 107,000 . Deferred tax liabilities are required to be recorded in purchase accounting independently of whether the acquiror has a valuation allowance on its own net deferred tax assets. As a result, the combined entity now has additional deferred tax liabilities available to reduce the amount of valuation allowance necessary. Future reversals of existing taxable temporary differences are an objective source of future taxable income. Accordingly, the purchase accounting deferred tax liabilities enabled the realization of a portion of the existing deferred tax assets, thus allowing for a reduction in the valuation allowance. The reduction in the valuation allowance is not accounted for as part of the purchase accounting but is recognized in the consolidated statements of operations and comprehensive loss as a discrete tax benefit in the income tax provision. The former shareholders of ISI remain responsible for ISI’s pre-acquisition liabilities. Pursuant to the acquisition agreement, the Company entered into a lease agreement with ISI for the use of land, equipment, greenhouses and buildings. The lease was effective upon the execution of the definitive acquisition agreement and had a term of 3 years with the option to renew for three additional 3-year terms. The lease was terminated effective December 31, 2021, as no further hemp seed production is deemed necessary as the inventory balance on hand is deemed sufficient. |
Arcadia Wellness Acquisition
Arcadia Wellness Acquisition | 12 Months Ended |
Dec. 31, 2021 | |
Arcadia Wellness [Member] | |
Business Acquisition [Line Items] | |
Arcadia Wellness Acquisition | Note 8. Arcadia Wellness Acquisition On May 17, 2021, the Company’s wholly owned subsidiary Arcadia Wellness, acquired the assets of Eko, Lief, and Zola. The acquisition included consumer brands of bath and body care products such as Soul Spring, the CBD-infused botanical therapy brand, Saavy Naturals, a line of natural body care products and Provault, a CBD-infused sports performance formula. Also included in the purchase was Zola, a coconut water sourced from Thailand. The acquisition was recorded as a business combination, in accordance with ASC Topic 805. The purchase price consideration for the acquisition totaled an estimated $ 6.1 million, of which $ 4.0 million in cash and $ 2.1 million in the form of 827,401 shares of the Company’s common stock, was paid during the month of May 2021. The cash consideration paid for the acquisition was funded by cash on hand. Acquisition costs are not included as components of consideration transferred and instead are accounted for as expenses in the period in which the costs are incurred. The Company incurred costs related to the Arcadia Wellness acquisition of approximately $ 850,000 included in selling, general and administrative expenses in the Company's consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. The Company performed a preliminary allocation of purchase price as of the acquisition date based on management's estimates of fair value. The Company believes its estimates and assumptions are reasonable; however, the initial estimated purchase price allocation is subject to change as the Company finalizes its determination relating to the valuation of the assets acquired, finalization of key assumptions, approaches and judgments with respect to intangible assets acquired. Accordingly, future adjustments may impact the initial estimated amount of goodwill and other allocated amounts represented in the table below. The final determination of the fair value of the assets acquired will be completed as soon as the necessary information is available, but no later than one year from the acquisition date. The following table presents the allocation of the purchase price of the assets acquired, based on their fair values at December 31, 2021. Purchase Price Inventory $ 840 Prepaid and other current assets 62 Fixed assets 308 Deposits 82 Customer list 360 Trade names and trademarks 2,900 Formulations 260 Goodwill 1,240 Total consideration allocated $ 6,052 The former shareholders of Eko, Lief, and Zola remain responsible for their pre-acquisition liabilities. In connection with the acquisition , the Company entered into a lease agreement for the use of offices, production equipment acquired, and storage warehouses. The lease was effective on May 17, 2021 and has a term of 3 years . For the period from May 17 to December 31, 2021, the Company recognized approximately $ 4.3 million of revenue and $ 7.5 million of net loss relating to Arcadia Wellness, which included charges for the amortization and impairment of acquired intangible assets. Acquired intangible assets of $ 3.5 million include trade names and trademarks of $ 2.9 million (indefinite useful life), customer list of $ 360,000 ( fifteen-year useful life) and formulations of $ 260,000 ( ten-year useful life). The total weighted average amortization period for the acquired intangibles is 12.9 years. The acquisition produced $ 1.2 million of goodwill. The goodwill is attributable to a combination of Arcadia Wellness’s expectation regarding a more meaningful engagement by the customers due to the scale of the combined Company, and other synergies. Goodwill will be tested for impairment at least annually (more frequently if certain indicators are present). Goodwill arising from the Arcadia Wellness acquisition is not deductible for tax purposes. Supplemental Pro-Forma Results of Operations (Unaudited) The following unaudited pro-forma condensed consolidated results of operations for the years ended December 31, 2021 and 2020, have been prepared as if the acquisition of Arcadia Wellness had occurred on January 1, 2020 and includes adjustments for amortization of intangibles, and the addition to basic and diluted weighted average number of shares outstanding. For the year 2021 2020 Total revenues $ 9,062 $ 14,684 Net loss ( 17,854 ) ( 8,152 ) Net loss attributable to common stockholders $ ( 16,380 ) $ ( 6,781 ) Weighted average shares - Basic and diluted 21,590,895 10,786,418 Net loss per share attributable to common stockholders: Basic and diluted $ ( 0.76 ) $ ( 0.63 ) |
Intangible Assets, Net
Intangible Assets, Net | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Note 9. Intangible assets, net The Company’s intangible assets, net as of December 31, 2021 and 2020, consist of the following: December 31, 2021 December 31, 2020 Gross Accumulated Amortization and Impairment (1) Net Carrying Gross Accumulated Amortization Net Carrying Amortized intangible assets Intellectual property $ 570 $ 419 $ 151 $ 310 $ 27 $ 283 Customer lists 400 355 45 40 3 37 Total amortizable intangible assets $ 970 $ 774 $ 196 $ 350 $ 30 $ 320 Indefinite-lived intangible assets Brands and trademarks $ 2,950 $ 2,662 $ 288 $ 50 $ — $ 50 Total intangible asset, net $ 3,920 $ 3,436 $ 484 $ 400 $ 30 $ 370 (1) During the year ended December 31, 2021, the Company estimated an overall decrease in the sales forecast for AW products, due to an inventory item rationalization, in addition to a decrease in the sales forecast of ISI seeds, related to the saturated hemp seed market. As a result, Arcadia performed a quantitative intangible assets impairment test. The Company used a discounted cash flow approach to develop the fair value of our acquired intellectual property, customer lists, brands and trademarks. As a result of this assessment, Arcadia recorded an impairment of intangible assets in the amount of $ 3.3 million in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. Intellectual property and customer lists will be amortized based on their useful lives ranging between 4 and 15 years. As of December 31, 2021, future amortization of intellectual property and customer lists is as follows: Year Ending December 31, 2022 $ 53 2023 53 2024 53 2025 4 2026 4 Thereafter 28 Total $ 196 |
Consolidated Joint Venture
Consolidated Joint Venture | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Consolidated Joint Venture | Note 10. Consolidated Joint Venture On August 9, 2019, the Company and Legacy Ventures Hawaii, LLC, a Nevada limited liability company (“Legacy”), formed Archipelago Ventures Hawaii, LLC, a Delaware limited liability company and entered into a Limited Liability Company Operating Agreement (the “Operating Agreement”). The Company and Legacy formed Archipelago to develop, extract and commercialize hemp-derived products from industrial hemp grown in Hawaii. Pursuant to the Operating Agreement, a joint operating committee consisting of two individuals appointed by the Company and two individuals appointed by Legacy will manage Archipelago. As of December 31, 2021, the Company and Legacy hold 50.75 % and 49.25 % interests in Archipelago, respectively, and have made capital contributions to Archipelago of $ 3,108,000 and $ 3,016,000 , respectively, as determined by the joint operating committee. The Operating Agreement includes indemnification rights, non-competition obligations, and certain rights and obligations in connection with the transfer of membership interests, including rights of first refusal. The Company consolidates Archipelago in the consolidated financial statements after eliminating intercompany transactions. Net loss attributable to non-controlling interest of $ 1,474,000 and $ 1,371,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the years ended December 31, 2021 and 2020, respectively. Legacy’s equity interests are presented as non-controlling interests on the consolidated balance sheets. Refer to Note 2 for basis of presentation. In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market. |
Verdeca-BIOX Transactions
Verdeca-BIOX Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Verdeca-BIOX Transactions | Note 11. Verdeca-BIOX Transactions In February 2012, the Company formed Verdeca, which was equally owned with Bioceres. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. On November 12, 2020, the Company entered into a Master Transaction Agreement with BIOX pursuant to which (i) the Company sold all of its memberships interests it owned in Verdeca to BIOX, and (ii) the Company and BIOX entered into a license agreement for certain intellectual property rights, including rights to the Company’s HB4 soybean trait and its GoodWheat portfolio of specialty wheat products in South and Central America. Prior to the transaction, Verdeca was equally owned by the Company and a wholly-owned subsidiary of BIOX. In consideration for the sale of the membership interests in Verdeca and entering into the license agreement, on November 12, 2020, BIOX paid the Company $ 5,000,000 in cash and issued the Company 1,875,000 shares of BIOX common stock. BIOX also paid the Company an additional $ 1,000,000 for transaction expenses and fees and is obligated to pay $ 2,000,000 in four equal quarterly payments with the first payment commencing within thirty days of either BIOX reaching commercial plantings of at least 200,000 hectares of Haab 4 soybeans (“HB4”) or China approving the HB4 soybean trait for “food and feed”. In addition to the above payments, BIOX is also obligated to pay the Company quarterly royalty payments equal to six percent ( 6 %) of the net revenues BIOX or its affiliates receive from HB4 soybean sales and twenty five percent ( 25 %) of the net revenues BIOX or its affiliates receive from sales of licensed wheat products; provided that total royalty payments for HB4 soybeans shall not exceed $ 10,000,000 . The total amount of fixed consideration agreed upon as of the date of the transaction was $ 16,968,750 . The fixed consideration was allocated based on estimates of the stand-alone selling prices. A fixed consideration in the amount of $ 10,288,000 , including $ 6,650,000 of corporate securities received, has been allocated to the sale of the membership interest in Verdeca and resulted in a gain of $ 8,814,000 recorded on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. Inventory with a carrying value of $ 1,474,000 was derecognized in connection with the sale of the membership interest in Verdeca. A fixed consideration in the amount of $ 6,680,000 , including $ 4,318,000 of corporate securities received, has been allocated to the sale of intellectual property rights and has been recorded as license revenues on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. As of December 31, 2020, the Company had $ 800,000 recorded within accounts receivable on its consolidated balance sheets related to this transaction, which were collected during the year ended December 31, 2021, but no additional proceeds were received. Any future proceeds from the agreement will be allocated in the same proportion. All of the shares of BIOX were sold in June 2021 and generated a one-time impact on liquidity in the amount of $ 22.2 million of gross proceeds. See Note 6. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 12. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): As of December 31, 2021 2020 Accounts payable - trade $ 1,411 $ 726 Payroll and benefits 1,606 1,489 Inventory 72 965 Research and development — 45 Royalty fees due to unrelated parties 51 276 Consulting 79 153 Rent and utilities 127 78 Audit and tax fees 72 57 Legal 58 152 Other 162 164 Total accounts payable and accrued expenses $ 3,638 $ 4,105 |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2021 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborative Arrangements | Note 13. Collaborative Arrangements In August 2017 , the Company entered into a collaborative arrangement for the research, development and commercialization of an improved wheat quality trait in North America. This collaborative arrangement is a contractual agreement with Corteva AgriScience (“Corteva”) and involves a joint operating activity where both Arcadia and Corteva are active participants in the activities of the collaboration. Arcadia and Corteva participate in the research and development, and Arcadia has the primary responsibility for the intellectual property strategy while Corteva will generally lead the marketing and commercialization efforts. Both parties are exposed to significant risks and rewards of the collaboration and the agreement includes both cost sharing and profit sharing. The activities are performed with no guarantee of either technological or commercial success. The Company accounts for research and development (“R&D”) costs in accordance ASC 730, Research and Development , which states R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results are achieved. |
Equity Financing
Equity Financing | 12 Months Ended |
Dec. 31, 2021 | |
Equity [Abstract] | |
Equity Financing | Note 14. Equity Financing Private Placements In January 2021, the Company issued in a private placement offering (the “January 2021 Private Placement”) pursuant to a securities purchase agreement (“January 2021 Purchase Agreement”) (i) 7,876,784 shares of its common stock, and (ii) warrants to purchase up to 3,938,392 shares of common stock at an exercise price of $ 3.13 per share (the “January 2021 Warrants”) and raised total gross proceeds of $ 25.1 million. The January 2021 Warrants are exercisable at any time at the option of the holder and expire 5.5 years from the date of issuance. In connection with the January 2021 Private Placement, the Company granted to a placement agent warrants to purchase a total of 393,839 shares of Common Stock (the “January 2021 Placement Agent Warrants”) that have an 3.99 and a term of 5.5 years from the date of issuance. The common stock warrants are classified as a liability within Level 3 due to a contingent cash payment feature. The Company utilized a Black Scholes Merton model on January 28, 2021 with the following assumptions: volatility of 123.8 percent, stock price of $ 2.88 and risk-free rate of 0.5 %. The estimated fair value of the common stock warrant liability was subsequently remeasured at December 31, 2021 with the changes recorded on the Company’s consolidated statements of operations and comprehensive loss. See Note 6. The January 2021 Placement Agent Warrants were issued for services performed by the placement agent as part of the January 2021 Private Placement and were treated as offering costs. The value of the January 2021 Placement Agent Warrants was determined to be $ 942,000 using the Black-Scholes Model assumptions detailed in Note 6. The Company incurred additional offering costs totaling $ 1.9 million that consist of direct incremental legal, advisory, accounting and filing fees relating to the January 2021 Private Placement. The offering costs, inclusive of the January 2021 Placement Agent Warrants, totaled $ 2.8 million and allocated to the common stock warrant liability and the common stock using their relative fair values. A total of $ 769,000 was allocated to the common stock warrant liability and expensed and the remaining $ 2.0 million was allocated to the common stock and offset to additional paid in capital. In March 2018, the Company issued in a private placement offering (the “March 2018 Private Placement”) pursuant to a securities purchase agreement (“March 2018 Purchase Agreement”) (i) 300,752 shares of its common stock and (ii) warrants to purchase up to 300,752 shares of common stock at an initial exercise price equal to $ 45.75 (the “March 2018 Warrants”) and raised total gross proceeds of $ 10.0 million. The March 2018 Warrants are exercisable at any time at the option of the holder and expire five years from the date of issuance. In connection with the March 2018 Private Placement, the Company granted to a placement agent warrants to purchase a total of 15,038 shares of Common Stock (the “March 2018 Placement Agent Warrants”) that have an exercise price per share equal to $ 41.5625 and a term of five years from the date of issuance. The number of shares of common stock and the number and exercise price of the March 2018 Warrants issued in the March 2018 Private Placement were subject to adjustments as provided in the March 2018 Purchase Agreement. Following the adjustments as provided in the March 2018 Purchase Agreement, the number of shares issued to the purchasers was 1,201,634 , the total number of shares issuable upon exercise of the March 2018 Warrants was 1,282,832 and the per share exercise price of the March 2018 Warrants was $ 10.7258 . Registered Direct Offerings On May 11, 2018, the Company filed a shelf Registration Statement on Form S-3 with the SEC which was declared effective on June 8, 2018 (“Shelf Registration Statement”). This shelf registration process allows the Company to sell any combination of common stock, preferred stock, warrants and units consisting of such securities in one or more offerings from time to time having aggregate offering prices of up to $ 50 million. This registration statement expired on its three-year anniversary, June 8, 2021. In December 2020, the Company entered into a securities purchase agreement (the “December 2020 Purchase Agreement”) pursuant to which it sold (i) 2,618,658 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 2,618,658 shares of its common stock (the “December 2020 Warrants”) in a private placement, for total gross proceeds of $ 8.0 million (the “December 2020 Registered Direct Offering”). The December 2020 Registered Direct Offering closed on December 22, 2020 . The December 2020 Warrants have an exercise price of $ 3.00 per share, became exercisable upon issuance and expire 5.5 years after the date of issuance. In connection with the December 2020 Registered Direct Offering, the Company granted to a placement agent warrants to purchase a total of 130,933 shares of common stock (“December 2020 Placement Agent Warrants”) that have an exercise price per share equal to $ 3.8188 and a term of five years . See Note 15. In September 2019, the Company entered into a securities purchase agreement (the “September 2019 Purchase Agreement”) pursuant to which it sold (i) 1,318,828 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 659,414 shares of its common stock (the “September 2019 Warrants”) in a private placement, for total gross proceeds of $ 10.0 million (the “September 2019 Registered Direct Offering”). The September 2019 Registered Direct Offering closed on September 5, 2019 . The September 2019 Warrants have an exercise price of $ 7.52 per share, became exercisable upon issuance and expire 5.5 years after the date of issuance. In connection with the September 2019 Registered Direct Offering, the Company granted to a placement agent warrants to purchase a total of 65,942 shares of common stock (“September 2019 Placement Agent Warrants”) that have an exercise price per share equal to $ 9.4781 and a term of five years . In June 2019, the Company entered into a securities purchase agreement (the “June 2019 Purchase Agreement”) pursuant to which it sold (i) 1,489,575 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 1,489,575 shares of its common stock (the “June 2019 Warrants”) in a private placement, for total gross proceeds of $ 7.5 million (the “June 2019 Registered Direct Offering”). The June 2019 Registered Direct Offering closed on June 14, 2019 . The June 2019 Warrants have an exercise price of $ 5.00 per share, became exercisable upon issuance and expire 5.5 years after the date of issuance. In connection with the June 2019 Registered Direct Offering, the Company granted to a placement agent warrants to purchase a total of 74,479 shares of common stock (“June 2019 Placement Agent Warrants”) that have an exercise price per share equal to $ 6.2938 and a term of five years . In June 2018, the Company entered into a securities purchase agreement (the “June 2018 Purchase Agreement”) pursuant to which it sold (i) 1,392,345 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 1,392,345 shares of its common stock (the “June 2018 Warrants”) in a private placement, for total gross proceeds of $ 14.0 million (the “June 2018 Registered Direct Offering”). The June 2018 Registered Direct Offering closed on June 14, 2018 . The June 2018 Warrants have an exercise price of $ 9.94 per share, became exercisable upon issuance and expire 5.5 years after the date of issuance. In connection with the June 2018 Registered Direct Offering, the Company granted to a placement agent warrants to purchase a total of 69,617 shares of common stock (“June 2018 Placement Agent Warrants”) that have an exercise price per share equal to $ 12.568 and a term of five years . |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Warrants | Note 15. Warrants Common Stock Warrant transactions In July 2020, an existing accredited investor exercised its March 2018 Warrants (the “July 2020 Warrant Exercise Transaction”) to purchase up to an aggregate of 641,416 shares of the Company’s common stock at a reduced exercise price of $ 3.975 per share for gross proceeds of $ 2.6 million. As consideration for the exercise of these March 2018 Warrants, the Company issued new unregistered warrants to purchase up to 641,416 shares of common stock (the “July 2020 Warrants”) at an exercise price of $ 3.85 per share with an exercise period of 5.5 years from the date of issuance. The July 2020 Warrants were valued at $ 2.1 million, which was calculated using the Black-Scholes Model with the following assumptions: volatility of 126 percent, stock price of $ 3.73 , and risk-free rate of 0.35 %. In connection with the July 2020 Warrant Exercise Transaction, the Company granted to a placement agent warrants to purchase a total of 32,071 shares of common stock (the “July 2020 Placement Agent Warrants”) that have an exercise price per share equal to $ 4.969 and a term of 5.5 years. The value of the July 2020 Placement Agent Warrants was determined to be $ 101,000 using the Black-Scholes Model. The Company recognized a loss on extinguishment of warrant liability in the amount of $ 682,000 associated with this transaction, during the quarter ended September 30, 2020. In May 2020, several existing accredited investors exercised the June 2018 Warrants (the “May 2020 Warrant Exercise Transaction”) to purchase up to an aggregate of 1,392,345 shares of the Company’s common stock at a reduced exercise price of $ 4.90 per share for gross proceeds of $ 6.8 million. As consideration for the exercise of the June 2018 Warrants, the Company issued new unregistered warrants to purchase up to 1,392,345 shares of common stock (the “May 2020 Warrants”) at an exercise price of $ 4.775 per share with an exercise period of five years from the date of issuance. The May 2020 Warrants were valued at $ 4.4 million, which was calculated using the Black-Scholes Model with the following assumptions: volatility of 128 percent, stock price of $ 3.81 , and risk-free rate of 0.38 %. In connection with the May 2020 Warrant Exercise Transaction, the Company granted to a placement agent warrants to purchase a total of 69,617 shares of common stock (the “May 2020 Placement Agent Warrants”) that have an exercise price per share equal to $ 6.125 and a term of five years . The value of the May 2020 Placement Agent Warrants was determined to be $ 215,000 using the Black-Scholes Model. The Company recognized a gain on extinguishment of warrant liability in the amount of $ 47,000 associated with this transaction, during the quarter ended June 30, 2020. Equity Classified Common Stock Warrants In connection with professional services agreements with non-affiliated third parties, during the years ended December 31, 2021 and 2020, the Company issued service and performance warrants (“Service and Performance Warrants”). As of December 31, 2021, the Company issued the following warrants to purchase shares of its common stock. These warrants are exercisable any time at the option of the holder until their expiration date. Issuance Date Term Exercise Warrants Warrants Warrants Warrants January 2021 Placement Agent Warrants January 2021 5.5 years $ 3.99 — — — 393,839 January 2021 Service and Performance Warrants January 2021 2 years $ 3.08 — — — 7,500 December 2020 Warrants December 2020 5.5 years $ 3.00 — 2,618,658 — 2,618,658 December 2020 Placement Agent Warrants December 2020 5 years $ 3.82 — 130,933 — 130,933 July 2020 Warrants July 2020 5.5 years $ 3.85 — 641,416 — 641,416 July 2020 Placement Agent Warrants July 2020 5.5 years $ 4.97 — 32,071 — 32,071 May 2020 Warrants May 2020 5 years $ 4.78 — 1,392,345 — 1,392,345 May 2020 Placement Agent Warrants May 2020 5 years $ 6.13 — 69,617 — 69,617 March 2020 Service and Performance Warrants March 2020 3 years $ 2.50 — 18,350 — 18,350 February 12, 2020 Service and Performance Warrants February 2020 2 years $ 4.71 — 150,000 — 150,000 February 3, 2020 Service and Performance Warrants February 2020 2 years $ 4.91 — 10,000 — 10,000 September 2019 Placement Agent Warrants September 2019 5 years $ 9.48 — 65,942 — 65,942 August 2019 Service and Performance Warrants August 2019 2 years $ 1.92 — 20,000 ( 20,000 ) — July 2019 Service and Performance Warrants July 2019 2 years $ 2.19 — 10,000 ( 10,000 ) — June 2019 Placement Agent Warrants June 2019 5 years $ 6.29 — 74,479 — 74,479 April 2019 Service and Performance Warrants April 2019 5 years $ 6.18 — 145,154 — 145,154 June 2018 Placement Agent Warrants June 2018 5 years $ 12.57 — 69,617 — 69,617 March 2018 Placement Agent Warrants March 2018 5 years $ 41.56 — 15,038 — 15,038 Total — 5,463,620 ( 30,000 ) 5,834,959 Liability Classified Common Stock Warrants Certain warrants contain a contingent cash payment feature and therefore were accounted for as a liability at the date of issuance and are adjusted to fair value at each balance sheet date. The change in fair value of the warrant liability is recorded as change in fair value of common stock warrant liabilities in the consolidated statements of operations and comprehensive loss. The key terms and activity of the liability classified common stock warrants are summarized as follows: Issuance Date Term Exercise Warrants Warrants Warrants Warrants January 2021 Warrants January 2021 5.5 years $ 3.13 — — — 3,938,392 September 2019 Warrants September 2019 5.5 years $ 7.52 — 659,414 — 659,414 June 2019 Warrants June 2019 5.5 years $ 5.00 — 435,830 — 435,830 June 2018 Warrants June 2018 5.5 years $ 9.94 1,392,345 — — — March 2018 Warrants March 2018 5 years $ 10.73 641,416 641,416 — 641,416 Total 2,033,761 1,736,660 — 5,675,052 See Note 6 for the Black-Scholes option-pricing model and weighted-average assumptions used to estimate the fair value of the warrant liabilities. |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Stock Purchase Program | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation and Employee Stock Purchase Program | Note 16. Stock-Based Compensation and Employee Stock Purchase Program Stock Incentive Plans The Company has two equity incentive plans: the 2006 Stock Plan (“2006 Plan”) and the 2015 Omnibus Equity Incentive Plan (“2015 Plan”). In 2006, the Company adopted the 2006 Plan, which provided for the granting of stock options to executives, employees, and other service providers under terms and provisions established by the Board of Directors. The Company granted non-statutory stock options (“NSOs”) under the 2006 Plan until May 2015, when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding and were issued under the 2006 Plan. The 2015 Plan became effective upon the Company’s IPO in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which included 10,637 that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock awards, stock units, stock appreciation rights, and other forms of equity compensation, all of which may be granted to employees, officers, non-employee directors, and consultants. The exercise price for ISOs and NSOs will be granted at a price per share not less than the fair value of our common stock at the date of grant. Options granted generally vest over a four-year period; however, the options granted in the third quarter of 2018 vest over two-year period, vesting monthly on a pro-rated basis. Options granted, once vested, are generally exercisable for up to 10 years, after grant to the extent vested. In June 2019, the shareholders approved an amendment to the Company’s 2015 Plan for a one-time increase to the number of shares of common stock that may be issued under the 2015 Plan by 120,000 shares. On May 17, 2021, upon completion of the Arcadia Wellness transaction, the Company granted 248,000 inducement stock option pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. On May 28, 2021, the Company filed a registration statement on Form S-8 to register the issuance of shares upon exercise of these inducement stock options. The inducement options grants have been issued outside of the 2015 Plan, but the options are subject to the terms and conditions of the 2015 Plan. As of December 31, 2021, a total of 1,596,209 shares of common stock were reserved for issuance under the 2015 Plan, of which 250,254 shares of common stock are available for future grant. As of December 31, 2021, a total of 8,240 and 1,345,955 options are outstanding under the 2006 and 2015 Plans, respectively. As of December 31, 2021 a total of 68,000 inducement options are outstanding. The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (in thousands, except share data and price per share): Shares Weighted- Aggregate Outstanding — Balance at December 31, 2019 661,701 $ 21.60 $ 305 Options granted 502,494 4.28 — Options exercised — — — Options forfeited ( 174,508 ) 5.91 — Options expired ( 99,928 ) 25.56 — Outstanding — Balance at December 31, 2020 889,759 14.46 $ 240 Options granted 1,227,042 2.76 — Options exercised — — — Options forfeited ( 440,166 ) 3.09 $ 1,086 Options expired ( 254,440 ) 29.02 — Outstanding — Balance at December 31, 2021 1,422,195 5.28 — Vested and expected to vest — December 31, 2021 1,322,111 5.47 — Exercisable —December 31, 2021 743,109 $ 7.54 — Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock determined by our Board of Directors for each of the respective periods. The intrinsic value of options exercisable was $ 0 for both years ended December 31, 2021 and 2020. As of December 31, 2021, there was $ 1.1 million of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 3.00 years. On December 14, 2021, Matt Plavan provided notice to the Company of his resignation as Arcadia’s president, chief executive officer and director, effective as of December 31, 2021. On December 19, 2021, Arcadia and Mr. Plavan entered into a Separation and Release Agreement (the “Separation Agreement”) which provided that the vesting of all unvested options previously issued to Mr. Plavan accelerated pursuant to the terms of the Separation Agreement. In addition, the Separation Agreement extends the post-termination exercise period of the accelerated options from 90 days to up to two and one-half years . The stock compensation expense related to the modification of Mr. Plavan’s stock options was $ 154,000 and recognized in selling, general and administrative expenses during the year ended December 31, 2021. In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected Term— The expected term is the estimated period of time outstanding for stock options granted and was estimated based on a simplified method allowed by the SEC, and defines the term as the average of the contractual term of the options and the weighted-average vesting period for all open employee awards. Expected Volatility— The historical volatility data was computed using the daily closing prices for the Company’s shares during the equivalent period of the calculated expected term of the stock-based awards. Risk-Free Interest Rate— The risk-free interest rate is based on the interest rate of U.S. Treasuries of comparable maturities on the date the options were granted. Expected Dividend— The expected dividend yield is based on the Company’s expectation of future dividend payouts to common stockholders. The fair value of stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption: Year Ended December 31, Assumptions 2021 2020 Expected term (years) 6.31 6.48 Expected volatility 121 % 134 % Risk-free interest rate 0.86 % 1.01 % Expected dividend yield — — The weighted-average, estimated grant date fair value of employee stock options granted during the years ended December 31, 2021 and 2020 was $ 2.41 and $ 3.80 , respectively. The Company recognized $ 1.5 million and $ 2.0 million of compensation expense for stock options awards for the years ended December 31, 2021 and 2020, respectively. Employee Stock Purchase Plan The Company’s 2015 Employee Stock Purchase Plan (“ESPP”) became effective on May 14, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15 % of their eligible compensation through payroll deductions, subject to any plan limitations. After the first offering period, which began on May 14, 2015 and ended on February 1, 2016 , the ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85 % of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. As of December 31, 2021 , the number of shares of common stock reserved for future issuance under the ESPP is 111,722 . The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of December 31, 2021 , 50,245 shares had been issued under the ESPP. The Company recorded $ 14,000 and $ 47,000 of ESPP related compensation expense for the years ended December 31, 2021 and 2020 , respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 17. Commitments and Contingencies Leases The Company leases office and laboratory space, greenhouse space, grain storage bins, warehouse space, farmland, and equipment under operating lease agreements having initial lease terms ranging from one to five years , including certain renewal options available to the Company at market rates. The Company also leases land for field trials on a short-term basis. See Note 18. Legal Matters From time to time, in the ordinary course of business, the Company may become involved in certain legal proceedings. The Company currently is not a party to any material litigation or other material legal proceedings. Contingent Liability Related to the Anawah Acquisition On June 15, 2005 , the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah”), to purchase the Anawah’s food and agricultural research company through a non-cash stock purchase. Pursuant to the merger with Anawah, and in accordance with the ASC 805 - Business Combinations, the Company incurred a contingent liability not to exceed $ 5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs thus, the contingent liability was reduced to $ 3.0 million. During the third quarter of 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. During the fourth quarter of 2019, the Company determined that one of the technologies was no longer active and decided to abandon the previously accrued program. As of December 31, 2021, the Company continues to pursue a total of two development programs using this technology and believes that the contingent liability is probable. As a result, $ 2.0 million remains on the consolidated balance sheet as an other noncurrent liability. Contingent Liability Related to the ISI Acquisition In August 2020, the Company acquired by merger Industrial Seed Innovations (ISI). A portion of the purchase price consideration for the acquisition in the amount of $280,000 will be recognized in two annual installments, each of up to 132,626 shares of the Company’s common stock, subject to the achievement of revenue milestones in 2021 and 2022. The contingent consideration of $ 280,000 was measured and recorded at fair value. As of December 31, 2021, the full amount of the contingent consideration is included in other noncurrent liabilities as no installments will become due within 12 months from the consolidated balance sheets date. During the year ended December 31, 2021 as a result of a remeasurement of the contingent consideration, a $ 210,000 decrease in the related liability was recorded as a change in fair value of contingent consideration on the consolidated statements of operations and comprehensive loss. Contracts The Company has entered into contract research agreements with unrelated parties that require the Company to pay certain funding commitments. The initial terms of these agreements range from one to three years in duration and in certain cases are cancelable. The Company licenses certain technologies via executed agreements (“In-Licensing Agreements”) that are used to develop and advance the Company’s own technologies. The Company has entered into various In-Licensing Agreements with related and unrelated parties that require the Company to pay certain license fees, royalties, and/or milestone fees. In addition, certain royalty payments ranging from 2 % to 15 % of net revenue amounts as defined in the In-Licensing Agreements are or will be due. Royalties due to both related and unrelated parties accrued as of December 31, 2021 and 2020 were $ 115,000 and $ 356,000 , respectively. Accrued royalties are included within accounts payable and accrued expenses on the consolidated balance sheets. Milestone payments are contingent upon the successful development or implementation of various technologies. Payments for milestones yet to be achieved totaled $ 2.0 million for both the years ended December 31, 2021 and 2020, respectively. The timing of the payments is not determinable at this time pending research and development currently in progress; however, no payments were made during the years ended December 31, 2021 and 2020. The Company could be adversely affected by certain actions by the government as it relates to government contract revenue received in prior years. Government agencies, such as the Defense Contract Audit Agency routinely audit and investigate government contractors. These agencies review a contractor’s performance under its agreements; cost structure; and compliance with applicable laws, regulations and standards. The agencies also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. While the Company’s management anticipates no adverse result from an audit, should any costs be found to be improperly allocated to a government agreement, such costs will not be reimbursed, or if already reimbursed, may need to be refunded. If an audit uncovers improper or illegal activities, civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments or fines, and suspension or prohibition from doing business with the government could occur. In addition, serious reputational harm or significant adverse financial effects could occur if allegations of impropriety were made against the Company. There currently are routine audits in process relating to government grant revenues. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Leases | Note 18. Leases Operating Leases As of December 31, 2021, the Company leases office space in Davis, CA, Chatsworth, CA, and Chesterfield, MO, as well as additional buildings, land and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these short-term leases on a straight-line basis. The Company subleases a portion of the Davis office lease to a third party. During the year ended December 31, 2021, the Company entered into two leases for office space in Chesterfield, MO, and for office space and production in Chatsworth, CA, both with a lease term of 35 months following the commencement date and no renewal option . The leases commenced in April and May of 2021, respectively. There are no other leases that have not yet commenced as of December 31, 2021. Some leases (the Davis office, warehouse, greenhouses and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years . The exercise of lease renewal options is at the Company’s sole discretion. During the year ended December 31, 2020, the Company entered into a lease amendment that provided for additional office space in Davis, CA, and extended the term through April 2025, with one option to renew for an additional five-year term. The Company initially expected to exercise its options to renew, and in accordance with ASC 842, Leases , accounted for the amendment and expected renewal as a lease modification and remeasured the operating lease liability. During the year ended December 31, 2021, the Company re-assessed its long-term strategy regarding office spaces, and determined that the expectation to exercise its option to renew for an additional five-year term after April 2025 is no longer reasonable. In accordance with ASC 842, the Company accounted for the change that resulted in a decrease of $ 2.8 million for the operating lease liability and of $ 2.6 million for the right of use asset. The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or material restrictive covenants. Leases consisted of the following (in thousands): Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Right of use asset $ 3,081 $ 5,826 Total leased assets $ 3,081 $ 5,826 Liabilities Current - Operating Operating lease liability - current $ 1,074 $ 717 Noncurrent - Operating Operating lease liability - noncurrent 2,220 5,389 Total leased liabilities $ 3,294 $ 6,106 Lease Cost Classification For the For the Operating lease cost SG&A and R&D Expenses $ 1,352 $ 1,042 Short term lease cost (1) SG&A and R&D Expenses 133 305 Sublease income (2) SG&A and R&D Expenses ( 63 ) ( 45 ) Net lease cost $ 1,422 $ 1,302 (1) Short term lease cost consists of field trial lease agreements with a lease term of 12 months or less. (2) Sublease income is recorded as a reduction to lease expense. Lease Term and Discount Rate December 31, 2021 December 31, 2020 Weighted-average remaining 2.7 5.0 Weighted-average discount rate 6 % 6 % The maturities of the operating lease liabilities as of December 31, 2021 are as follows (in thousands): Years Ending December 31, Amounts 2022 $ 1,217 2023 1,237 2024 973 2025 168 2026 and thereafter — Total operating lease payments $ 3,595 Less: imputed interest $ 301 Total current and noncurrent operating lease liabilities $ 3,294 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Note 19. Debt No maturities of current and noncurrent debt are due as of December 31, 2021 . Maturities of current and noncurrent debt as of December 31, 2020 were $ 1.1 million, and $ 2.1 million, respectively. Vehicle Loans The Company entered into notes payable agreements to finance the purchase of company vehicles. During the year ended December 31, 2021, the Company paid all notes payable related to company vehicles in full. Paycheck Protection Program Note On April 16, 2020, the Company borrowed $ 1.1 million through MidFirst Bank, a federally chartered savings association (the "Lender"), and entered into a promissory note for the same amount under the Paycheck Protection Program (“PPP”) that was established under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) of 2020. During 2021, the Company applied for full PPP loan forgiveness, and in August 2021, the lender notified Arcadia that the SBA had forgiven the original loan in full. During the year ended December 31, 2021, the amount forgiven has been recorded as gain on extinguishment of PPP loan on the consolidated statements of operations and comprehensive loss, as the Company has been legally released from being the primary obligor in accordance with ASC 405-20, Liabilities – Extinguishment of Liabilities . Promissory Note On June 26, 2020 , the Company executed a promissory note (the “Note") in the amount of $ 2.0 million, payable to MidFirst Bank, a federally chartered savings association (the "Lender"). The Note was issued in accordance with the terms of a Loan Agreement dated as of May 18, 2020 entered into by the Company and the Lender (the “Loan Agreement”) in which the Lender agreed to make advances to the Company from time to time, at any amount up to but not to exceed $ 2.0 million. Pursuant to the Loan Agreement, the Note accrued interest, adjusted monthly, at a rate equal to the greater of (i) 3.25 % and (ii) the sum of (a) the quotient of the LIBOR Index divided by (one minus the reserve requirement set by the Federal Reserve), and (b) 2.50 %. The Company was required to make monthly interest payments on the Note to the Lender and pay the full principal amount plus any accrued but unpaid interest outstanding under the Note no later than May 18, 2023 . The Company and the Lender also entered into a Pledge and Security Agreement dated as of May 18, 2020 whereby the Company agreed to secure the Note by granting a security interest to the Lender for the Company’s deposit account held with and controlled by the Lender. On February 26, 2021, the Company repaid the full balance of $ 2.0 million, and on March 31, 2021, the line of credit was closed. As of December 31, 2021, there was no outstanding balance of the Note. Due to the lender’s control of the deposit account, a balance of $ 2.0 million was included in restricted cash on the consolidated balance sheets as of December 31, 2020. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 20. Income Taxes The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 Domestic $ ( 16,006 ) $ ( 6,150 ) Foreign ( 126 ) — Loss before income taxes $ ( 16,132 ) $ ( 6,150 ) The total income tax (expense) benefit for the years ended December 31, 2021 and 2020 was $( 2,000 ) and $ 124,000 , respectively, and is comprised of current state taxes and foreign taxes withheld by governmental agencies outside of the United States, as follows (in thousands): Year Ended December 31, 2021 2020 Current: Federal $ — $ — State ( 2 ) 28 Foreign — ( 10 ) Total current tax (expense) benefit ( 2 ) 18 Deferred: Federal — 84 State — 22 Foreign — — Total deferred tax (expense) benefit — 106 Total tax (expense) benefit $ ( 2 ) $ 124 The Company operates in only one federal jurisdiction, the United States. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 Expected income tax provision at the federal 21.0 % 21.0 % State taxes, net of federal benefits ( 20.1 )% 9.4 % Impact of section 382 study ( 10.4 )% — Change in valuation allowance ( 0.4 )% ( 43.8 )% Transaction costs ( 1.0 )% ( 2.2 )% Derivative liabilities 11.7 % 22.4 % Non-Controlling Interest ( 1.9 )% ( 4.7 )% Gain on debt extinguishment 1.5 % — withholding taxes — ( 0.2 )% Other ( 0.4 )% — Income tax provision — 1.9 % Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, net operating loss carryforwards (“NOLs”) and other tax credits. Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 14,586 $ 15,478 Unearned revenue 1 2 Stock-based compensation 3,677 3,881 Accrued payroll and benefits 3 236 Research and development credits 16 16 Fixed asset basis difference 73 84 Inventory reserve 422 491 Charitable contributions 2 3 Income from partnerships 163 — Lease liability 752 1,622 Contingent consideration 456 531 Allowance for bad debt 27 — Amortized intangibles 660 — Goodwill 366 — Total deferred tax assets 21,204 22,344 Deferred tax liabilities: Right of use asset ( 699 ) ( 1,548 ) Amortizable intangibles — ( 98 ) Income from partnerships — ( 13 ) Other — ( 174 ) Total deferred tax liabilities ( 699 ) ( 1,833 ) Less valuation allowance ( 20,505 ) ( 20,511 ) Net deferred tax assets $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been offset by a valuation allowance. The net valuation allowance decreased by $ 6,000 during the year ended December 31, 2021 and increased by $ 1.9 million during the year ended December 31, 2020. At December 31, 2021 , the Company had federal and state NOLs aggregating approximately $ 64.2 million and $ 23.9 million, respectively. At December 31, 2021, the utilization of a portion of the federal NOLs is subject to an annual limitation under Section 382 of the Internal Revenue Code (IRC). Of the $ 208.1 million of federal NOLs available, approximately $ 144.0 million are expected to expire utilized due to ownership changes as defined in IRC Section 382. The Company is currently conducting additional analysis regarding the valuation of the Company at the time of the ownership changes to assess what, if any, portion of the $ 144.0 million limitation may be restored, but the NOL deferred tax asset as recorded currently reflects the full limitation. If not utilized, the federal and state NOLs will begin to expire in 2022 and 2024, respectively. IRC Section 382 may also limit NOLs generated in future years. The Company is currently conducting additional analysis regarding the valuation of the Company at the time of the ownership change to assess what, if any, portion of the limitation may be reversed. The Company’s ownership shift analysis was performed through December 31, 2021. The Company evaluates deferred tax assets, including the benefit from NOLs, to determine if a valuation allowance is required. Such evaluation is based on consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the length of statutory carryforward periods; the Company’s experience with operating losses; and tax-planning alternatives. The significant piece of objective negative evidence evaluated was the cumulative loss incurred through the year ended December 31, 2021 . Given this evidence and the expectation to incur operating losses in the foreseeable future, a full valuation allowance has been recorded against the net deferred tax asset. The Company will continue to maintain a full valuation allowance against the entire amount of its net deferred tax asset, until such time as the Company has determined that the weight of the objectively verifiable positive evidence exceeds that of the negative evidence and it is likely that the Company will be able to utilize all of its net deferred tax asset relating to its federal and state NOL carryforwards. Although the Company has established a full valuation allowance on its net deferred tax asset, for Federal tax losses before 2018 and for all state tax losses, it has not forfeited the right to carryforward tax losses up to 20 years and apply such tax losses against taxable income in such years, thereby reducing its future tax obligations. Federal tax losses generated in 2018 and later do not expire. The Company is subject to taxation in the United States and various state jurisdictions. As of December 31, 2021 , the Company’s tax years for 2002 through 2021 are generally subject to examination by the tax authorities. The years are open back to 2002 to the extent the NOLs being carried forward were generated then. As of December 31, 2021, the Company had the following unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 Unrecognized tax benefit beginning balance $ 17 $ — Increases for tax positions taken in prior years — 2 Decreases for tax positions taken in prior years — — Increases for tax positions taken in current years — 15 Settlements — — Unrecognized tax benefit ending balance $ 17 $ 17 The Company is currently not under audit for federal or state purposes. The Company does not anticipate its total unrecognized tax benefits as of December 31, 2021 will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. The Company is currently unaware of any uncertain tax positions that could result in significant additional payments, accruals or other material deviation in this estimate over the next 12 months. |
Retirement Benefits
Retirement Benefits | 12 Months Ended |
Dec. 31, 2021 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Benefits | Note 21. Retirement Benefits The Company has a 401(k) retirement plan (the “Plan”) available for participation by all regular full-time employees who have completed three months of service with the Company. The Company established the Plan in 2008. The Plan provides for a discretionary matching contribution equal to 50 % of the amount of the employee’s salary deduction, not to exceed 3 % of the salary per employee. Highly compensated employees are excluded from receiving any discretionary matching contribution. Employees’ rights to employer contributions vest on the one-year anniversary of their date of employment. The Company has the option to make discretionary matching contributions. The Company did no t make discretionary matching contributions during the years ended December 31, 2021 and 2020 . |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 22. Segment and Geographic Information Management has determined that it has one business activity and operates in one segment as it only reports financial information on an aggregate and consolidated basis to its Chief Executive Officer, who is the Company’s chief operating decision maker. Revenues based on the location of the customers, are as follows (in thousands): Year Ended December 31, 2021 2020 United States $ 6,003 $ 761 Argentina 26 6,681 India 7 100 Africa — 106 Canada 503 354 Spain 225 — United Kingdom 16 — Austria — 32 Total $ 6,780 $ 8,034 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 23. Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period and excludes any dilutive effects of stock-based awards and warrants. Diluted net loss per share attributable to common stockholders is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and warrants. As the Company had net losses for the years ended December 31, 2021 and 2020, all potentially dilutive common shares were determined to be anti-dilutive. Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares): Year Ended December 31, 2021 2020 Options to purchase common stock 1,422,195 889,759 Warrants to purchase common stock 11,510,011 7,200,280 Total 12,932,206 8,090,039 |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | Note 24. Related Party Transactions The Company’s related parties include Moral Compass Corporation (“MCC”) and the John Sperling Foundation (“JSF”). The rights to the intellectual property owned by Blue Horse Labs, Inc. (“BHL”) were assigned to its sole shareholder, the John Sperling Revocable Trust (“JSRT”) due to BHL’s dissolution and then subsequently to the JSF. The JSF is deemed a related party of the Company because MCC, the Company’s largest stockholder, and the JSF share common officers and directors. Transactions with related parties are reflected in the consolidated financial statements under amounts due to related parties. Outlined below are details of agreements between the Company and its related parties: JSF receives a single digit royalty from the Company when revenue has been collected on product sales or for license payments from third parties that involve certain intellectual property developed under research funding originally from BHL. Royalty fees due to JSF were $ 64,000 and $ 80,000 as of December 31, 2021 and December 31, 2020, respectively, and are included in the consolidated balance sheets as amounts due to related parties. The Company currently leases land on the island of Molokai, Hawaii from an entity owned by Kevin Comcowich, the Chair of the Company’s Board of Directors, and his wife. The Company has grown hemp on this land to support the operations of its joint venture Archipelago Ventures Hawaii. The original lease was executed in February 2019, covers 10 acres of land, has a term of two years and provides for rent payments of $ 1,200 per acre per year. During the quarter ended March 31, 2020, the Company engaged a third-party contractor to construct a fence on the property to adhere to the rules of the hemp pilot program. Out of pocket costs to build this fence were approximately $ 126,400 . Mr. Comcowich supplied materials to the contractor and received payments from the contractor totaling approximately $ 44,000 . In March and April 2020, the Company entered into two lease amendments for two additional 10 -acre parcels and two additional 15 -acre parcels , at the same lease rate of $ 1,200 per acre per year, and with a term of two years . The Company made lease payments in the amount of $ 84,000 and $ 84,000 for the years ended December 31, 2021 and 2020, respectively. Mr. Comcowich served as the Company's interim chief executive officer from January 1, 2022 to February 1, 2022, and received $ 34,000 in total compensation for his services in this role. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 25. Subsequent Events The Company has reviewed and evaluated subsequent events occurred after December 31, 2021 through the date the consolidated financial statements were available to be issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Organization | Organization Arcadia Biosciences, Inc. (the "Company"), was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in American Falls, Idaho, and Chatsworth, California. The Company was reincorporated in Delaware in March 2015 . The Company is a producer and marketer of innovative, plant-based health and wellness products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients and health and wellness products, has laid the foundation for its path forward. The Company used advanced breeding techniques to develop these proprietary innovations which are now being commercialized through the sales of seed and grain, as well as food ingredients and products. The recent acquisition of the businesses of Lief Holdings, LLC (“Lief”), EKO Holdings, LLC (“Eko”) and Live Zola, LLC (“Zola”) added bath and body care products, as well as coconut water, to the Company’s portfolio. In May 2021, the Company’s wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”, see Note 8), acquired the businesses of Eko, Lief, and Zola. The acquisition included consumer CBD brands like Soul Spring, a CBD-infused botanical therapy brand in the natural category, Saavy Naturals, a line of natural body care products and Provault, a CBD-infused sports performance formula made with natural ingredients, providing effective support and recovery for athletes. Also included in the purchase is Zola, a coconut water sourced exclusively with sustainably grown coconuts from Thailand. In April 2021, the newly formed Company’s wholly owned subsidiary Arcadia SPA, S.L. (“Arcadia Spain” or “ASPA”) acquired the physical and intellectual property assets of Agrasys S.A. (“Agrasys”), a food ingredients company based in Barcelona, Spain. The Company sold all of the assets and liabilities related to the subsidiary Arcadia Spain in November 2021 to a European buyer (the "buyer"), to focus on the US domestic market. The loss on sale of Arcadia Spain recorded on the consolidated statements of operations and comprehensive loss was $ 497,000 . The buyer assumed all present and future liabilities, including the initial commitments related to the 2022 planting season. In August 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 10) to grow, extract, and sell hemp products. The partnership Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic expertise and resources with Legacy’s experience in hemp extraction and sales. In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market. As a result, the Company recorded impairments of property and equipment in the amount of $ 1.4 million and $ 0 for the years ended December 31, 2021, and 2020, respectively. The Company assessed Archipelago’s fixed assets for impairment through an asset recoverability test, using prices for similar assets. See Note 5. |
Liquidity, Capital Resources, and Going Concern | Liquidity, Capital Resources, and Going Concern The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of December 31, 2021, the Company had an accumulated deficit of $ 226.5 million, and cash and cash equivalents of $ 28.7 million. For the years ended December 31, 2021 and 2020, the Company had net losses of $ 16.1 million and $ 6.0 million, respectively, and net cash used in operations of $ 25.9 million and $ 30.2 million, respectively. The Company believes that its existing cash and cash equivalents will not be sufficient to meet its anticipated cash requirements for at least the next 12 months from the issuance date of these financial statements, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company’s stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that would restrict operations. If the Company does require additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs. Any of these actions could materially harm the business, results of operations and financial condition. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company, Arcadia Wellness, Arcadia Spain and Archipelago. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP (“GAAP”), and with the rules of the Securities and Exchange Commission. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Archipelago, a joint venture, as it has a controlling interest in Archipelago. Accordingly, the Company consolidates Archipelago in the consolidated financial statements after eliminating intercompany transactions. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage of Archipelago. Net loss attributable to non-controlling interest of $ 1,474,000 and $ 1,371,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the years ended December 31, 2021 and 2020, respectively. The non-controlling partner’s equity interests are presented as non-controlling interests on the consolidated balance sheets as of December 31, 2021 and 2020. The functional currency of the foreign subsidiary Arcadia Spain during the year ended December 31, 2021, was its local currency (i.e., the Euro). Accordingly, period-end exchange rates were applied to translate its assets and liabilities and average transaction exchange rates to translate its revenues, expenses, gains, and losses into U.S. dollars. Upon disposal of all of the assets and liabilities related to Arcadia Spain, the Company deconsolidated the accounts of the subsidiary as of November 30, 2021, and recorded a loss on the sale in the amount of $ 497,000 during the quarter ended December 31, 2021. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, stock-based compensation, impairments of long-lived assets such as intangible assets and goodwill, impairment of property and equipment, and net realizable value of inventory. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers any liquid investment with a stated maturity of three months or less at the date of purchase to be a cash equivalent. Cash and cash equivalents consist of cash on deposit with banks, and money-market funds. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash and cash equivalents. However, as of December 31, 2021 and 2020, a substantial portion of the Company’s cash in depository accounts is in excess of the federal deposit insurance limits. |
Restricted cash | Restricted cash Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash and cash equivalents on the consolidated balance sheets. |
Investments in debt and equity securities | Investments in debt and equity securities Investments in debt and equity securities are carried at fair value and classified as short-term investments. Realized and unrealized gains and losses on investment securities are included in other income, net, in the consolidated statements of operations and comprehensive loss. Investment securities are reported as cash and cash equivalent, short-term investments or long-term investments in the consolidated balance sheets based on the nature of the investments and maturity period. Short-term investments have maturities of less than a year and long-term investments have maturities of a year and greater from the balance sheet date. |
Other-than-temporary impairments on investments | Other-than-temporary impairments on investments The Company regularly reviews each of its investments for impairment by determining if the investment has sustained an other-than-temporary decline in its value, in which case the investment is written down to its fair value by a charge to earnings. Factors that are considered by the Company in determining whether an other-than-temporary decline in value has occurred include (i) the market value of the investment in relation to its cost basis, (ii) the financial condition of the investment, and (iii) the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery of the market value of the investment. As of December 31, 2021, the Company had no short-term investments, and as of December 31, 2020, there was no impairment of the Company’s investments. |
Accounts receivable | Accounts receivable Accounts receivable represents amounts owed to the Company from product sales, licenses, and royalties. The carrying value of the Company’s receivables represents estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company had $ 76,000 and $ 0 amounts reserved for doubtful accounts at December 31, 2021 and 2020, respectively, and the allowance activity during the year ended December 31, 2021, was immaterial. |
Inventory | Inventory Inventory costs are tracked on a lot-identified basis and are included as cost of product revenues when sold. Inventories are stated at the lower of cost or net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value . GoodWheat: Proprietary wheat plants are grown, producing seed and grain with a variety of improved nutritional qualities, including high levels of amylose, improved shelf-life, and reduced gluten. The seed is used for subsequent plantings and the grain is either sold or used as an ingredient in the production of food products, which the Company refers to collectively as GoodWheat products. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops, costs to process harvested seed and grain, and costs to mill the grain into flour. Body care : A portfolio of CBD-infused and CBD-free consumer bath and body care products such as body lotions, bath-bombs and topical pain relievers, that are produced in the US. Amounts inventoried consist primarily of purchased raw materials, components, labor, and manufacturing facility costs. Zola Coconut water : Inventories mainly consist of coconut water imported from Thailand, freight-in, supplies, and labor. GoodHemp : Proprietary seeds are grown and used for subsequent plantings and sold as final product to other growers. Amounts in inventory for internally produced hemp seeds consist primarily of labor, supplies and facility costs. The costs to procure seeds from external growers and suppliers are included in inventory, as well. In addition, hemp seeds were planted on land leased in Hawaii. The costs of purchasing, planting and growing the seed, and harvesting the resulting biomass are captured as inventory, along with the costs to process the biomass into CBD oil. Amounts in inventory for growing biomass primarily consist of labor, supplies and facility costs. The inventories—current line item on the balance sheet represents inventory forecasted to be sold or used in production in the next 12 months, as of the balance sheet date, and consists primarily of the cost of GoodWheat seed and grain, body care products, Zola Coconut water, and hemp seed. The inventories—noncurrent line item on the balance sheet represents inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date, and consists primarily of GoodWheat seed and grain, and GoodHemp seed. Raw materials inventories consist primarily of the costs to produce body care products and GoodWheat seeds. Goods in process inventories consist of costs to produce GoodHemp seed, hemp seed production costs incurred by Archipelago, and GoodWheat seed and grain. Finished goods inventories consist of GoodWheat and body care products, and GoodHemp seeds that are available for sale. |
Property and equipment | Property and equipment Property and equipment acquisitions are recorded at cost. Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Machinery and equipment 2 - 20 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2 - 10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. |
Impairment of long-lived intangible assets and goodwill | Impairment of long-lived intangible assets and goodwill The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and identifiable intangible assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset above its estimated fair value. Intangible assets, net As of December 31, 2021 and 2020, there were $ 3.3 million and $ 0 , respectively of impairm ent of intangible assets, recorded on the consolidated statements of operations and comprehensive loss. See Note 9 for more information. Goodwill During the year ended December 31, 2021, the Company recorded an impairment charge of $ 1.6 million, which was included as impairment of goodwill on our consolidated statements of operations and comprehensive loss. The goodwill carrying value of $ 1.6 million was fully impaired. See Note 7 and 8 for the goodwill recorded at the time of the ISI and AW acquisitions, respectively. The impairment charge was primarily the result of weakness in our newly acquired consumer product margins combined with a volatile economic climate and higher than normal inflation. The decline in the stock price observed during the fourth quarter of 2021, pushed our market capitalization significantly below the recorded value of our stockholders' equity. No goodwill impairment charges were recorded during the year ended December 31, 2020. |
Fair value of financial instruments | Fair value of financial instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable approximated their fair values due to the short period of time to maturity or repayment. |
Concentration of risk | Concentration of risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. |
Customer concentration | Customer concentration Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each respective balance sheet date. Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of 2021 2020 Customer B 11 21 Customer D 15 — Customer C — 12 Customer E 11 — Customer A — 57 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended 2021 2020 Customer D 11 — Customer B 10 7 Customer A — 83 |
Stock-based compensation | Stock-based compensation The Company recognizes compensation expense related to its employee stock purchase plan and the cost of stock-based compensation awards on a straight-line basis over the requisite service period, net of estimated forfeitures. Judgment is required in estimating the amount of stock-based awards that will be forfeited prior to vesting. Compensation expense could be revised in subsequent periods if actual forfeitures differ from those estimates. The Company has selected the Black-Scholes option-pricing model and various inputs to estimate the fair value of its stock-based awards. See Note 16 for additional information. Amounts recognized in the consolidated statements of operations and comprehensive loss were as follows (in thousands): Year Ended December 31, 2021 2020 (in thousands) Research and development $ 98 $ 341 Selling, general and administrative 1,443 1,701 Total stock-based compensation $ 1,541 $ 2,042 |
Income taxes | Income taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. |
Net loss per share | Net loss per share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, convertible promissory notes, convertible preferred stock, redeemable convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. |
Revenue recognition | Revenue recognition The Company derives its revenues from product sales, licensing agreements, royalty fees, contract research agreements, and government grants. |
Unearned revenue | Unearned revenue The Company defers revenue to the extent that cash received in conjunction with a license agreement, contract or grant exceeds the revenue recognized in accordance with Company policies. During the year ended December 31, 2021, the Company recognized revenue of $ 8,000 that was included in unearned revenue on the consolidated balance sheet as of December 31, 2020. |
Cost of product revenues | Cost of product revenues Cost of product revenues relates to the sale of GoodWheat, Zola Coconut water, body care, GLA oil and GoodHemp products and consists of manufacturing costs, including production overhead costs such as depreciation, rent and others, in-licensing and royalty fees, any adjustments or write-downs to inventory, as well as the cost of raw materials, including inventory and third-party services costs related to procuring, processing, formulating, packaging, and shipping the Company’s products. |
Research and development expenses | Research and development expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of the Company’s products and products in development incorporating the Company’s traits. These expenses consist primarily of employee salaries and benefits, fees paid to subcontracted research providers, fees associated with in-licensing technology, land leased for field trials, chemicals and supplies, and other external expenses. These costs are expensed as incurred. |
Change in fair value of contingent consideration | Change in fair value of contingent consideration Change in the fair value of contingent consideration is comprised of the gain associated with the reduction of the contingent liability. See Note 17. |
Change in the estimated fair value of common stock warrant liabilities | Change in the estimated fair value of common stock warrant liabilities Change in the estimated fair value of common stock warrant liabilities is comprised of the fair value remeasurement of liability classified common stock warrants. See Note 15. |
Product Revenues | |
Revenue recognition | Product revenues Product revenues to date have consisted primarily of sales of SONOVA GLA products, GoodWheat grain sales, body care products, Zola Coconut water, and GoodHemp seed sales. The Company recognizes revenue from product sales when ownership of the product is transferred to third-party distributors and consumers, collectively “our customers”, which generally occurs upon delivery. Shipping and handling costs charged to customers are recorded as revenues and included in cost of product revenues at the time the sale is recognized. Revenues fluctuate depending on the timing of shipments of product to our customers. |
License Revenues | |
Revenue recognition | License revenues License revenues to date consist of up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments that the Company receives under the Company’s research and license agreements. The Company recognizes revenue generated from up-front, nonrefundable license fees upon execution of the agreement and recognizes annual license fees when it is probable that a material reversal will not occur. Milestone fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company assesses when achievement of milestones is probable to determine the timing of revenue recognition for milestone fees. Milestones typically consist of significant stages of development for the Company’s traits in a potential commercial product, such as achievement of specific technological targets, completion of field trials, filing with regulatory agencies, completion of the regulatory process, and commercial launch of a product containing the Company’s traits. Given the seasonality of agriculture and time required to progress from one milestone to the next, achievement of milestones is inherently uneven, and the Company’s license revenues are likely to fluctuate significantly from period to period. |
Royalty | |
Revenue recognition | Royalty revenues Royalty revenues from the Company’s agreements with third parties are recognized when the Company can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee. |
Contract Research and Government Grant Revenues | |
Revenue recognition | Contract research and government grant revenues Contract research and government grant revenues consist of amounts earned from performing contracted research primarily related to breeding programs or the genetic engineering of plants for third parties. Contract research revenue and government grants revenues are accounted for as a single performance obligation for which revenues are recognized over time using the input method (e.g., costs incurred to date relative to the total estimated costs at completion). The Company receives payments from government entities in the form of government grants. The Company’s obligation with respect to these government agreements is to perform the research on a best-efforts basis. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Average Estimated Useful Lives of Assets | Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Machinery and equipment 2 - 20 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2 - 10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. |
Amounts Recognized in Consolidated Statements of Operations and Comprehensive Loss Net | Amounts recognized in the consolidated statements of operations and comprehensive loss were as follows (in thousands): Year Ended December 31, 2021 2020 (in thousands) Research and development $ 98 $ 341 Selling, general and administrative 1,443 1,701 Total stock-based compensation $ 1,541 $ 2,042 |
Schedule of Customers Representing Greater than 10% of Account Receivable and Total Revenue | Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each respective balance sheet date. Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of 2021 2020 Customer B 11 21 Customer D 15 — Customer C — 12 Customer E 11 — Customer A — 57 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended 2021 2020 Customer D 11 — Customer B 10 7 Customer A — 83 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories, net consist of the following (in thousands): December 31, December 31, Raw materials $ 1,851 $ 966 Goods in process 842 1,921 Finished goods 4,234 4,410 Inventories $ 6,927 $ 7,297 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2021 2020 Laboratory equipment $ 2,659 $ 2,951 Software and computer equipment 548 591 Machinery and equipment 1,809 2,046 Furniture and fixtures 211 181 Vehicles 417 428 Leasehold improvements 2,306 2,229 Property and equipment, gross 7,950 8,426 Less accumulated depreciation and amortization ( 5,659 ) ( 4,887 ) Property and equipment, net $ 2,291 $ 3,539 |
Investments and Fair Value In_2
Investments and Fair Value Instruments (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Investments And Fair Value Instruments [Abstract] | |
Summary of Amortized Cost and Fair Value of Investment Securities Portfolio | (Dollars in thousands) Amortized Unrealized Unrealized Estimated December 31, 2021 Cash equivalents: Money market funds $ 26,842 $ — $ — $ 26,842 Total Assets at Fair Value $ 26,842 $ — $ — $ 26,842 (Dollars in thousands) Amortized Unrealized Unrealized Estimated December 31, 2020 Cash equivalents: Money market funds $ 12,082 $ — $ — $ 12,082 Short-term investments: Corporate securities 10,969 656 — 11,625 Total Assets at Fair Value $ 23,051 $ 656 $ — $ 23,707 |
Summary of Fair Value of Investment Securities | The fair value of the investment securities at December 31, 2021 were as follows: Fair Value Measurements at December 31, 2021 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 26,842 $ — $ — $ 26,842 Total Assets at Fair Value $ 26,842 $ — $ — $ 26,842 The fair value of the investment securities at December 31, 2020 were as follows: Fair Value Measurements at December 31, 2020 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 12,082 $ — $ — $ 12,082 Short-term investments: Corporate securities 11,625 — — 11,625 Total Assets at Fair Value $ 23,707 $ — $ — $ 23,707 |
Summary of Warrant Liabilities Measured and Recorded on Recurring Basis using Black-Scholes Model | The warrant liabilities were measured and recorded on a recurring basis using the Black-Scholes Model with the following assumptions at December 31, 2021 and 2020: January 2021 Warrants September 2019 Warrants June 2019 Warrants March 2018 Warrants December 31, December 31, December 31, December 31, December 31, December 31, December 31, December 31, Expected term (in years) 4.58 — 3.20 4.20 2.96 3.96 1.22 2.22 Expected volatility 129.8 % — 109.7 % 135.0 % 110.8 % 135.0 % 86.0 % 130.0 % Risk-free interest rate 1.2 % — 0.9 % 0.3 % 0.8 % 0.3 % 0.5 % 0.1 % Expected dividend yield 0 % — 0 % 0 % 0 % 0 % 0 % 0 % |
Summary of Changes in Fair Value and Other Adjustments of Liabilities | The following table sets forth the establishment of the Company’s Level 3 liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands): (Dollars in thousands) Common Stock Common Common Common Common Contingent Total Balance as of December 31, 2019 $ 4,579 $ 5,444 $ 1,993 $ 2,920 $ — $ 2,000 $ 16,936 Change in fair value and ( 2,277 ) ( 1,426 ) ( 1,161 ) ( 1,706 ) — — $ ( 6,570 ) Exercise of warrants ( 1,641 ) ( 4,018 ) — — — — $ ( 5,659 ) ISI acquisition contingent — — — — — 280 $ 280 Balance as of December 31, 2020 $ 661 $ — $ 832 $ 1,214 $ — $ 2,280 $ 4,987 Initial recognition — — — — $ 9,631 — $ 9,631 Change in fair value and ( 654 ) — ( 662 ) ( 991 ) ( 6,638 ) ( 210 ) $ ( 9,155 ) Balance as of December 31, 2021 $ 7 $ — $ 170 $ 223 $ 2,993 $ 2,070 $ 5,463 |
Industrial Seed Innovations A_2
Industrial Seed Innovations Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Allocation of the Purchase Price of ISI Assets Acquired Based on Fair Values | The following table presents the allocation of the purchase price of ISI assets acquired, based on their fair values. Purchase Price Inventory $ 511 Intangible assets, net 400 Goodwill 408 Deferred tax liability ( 107 ) Total consideration allocated $ 1,212 The following table presents the allocation of the purchase price of the assets acquired, based on their fair values at December 31, 2021. Purchase Price Inventory $ 840 Prepaid and other current assets 62 Fixed assets 308 Deposits 82 Customer list 360 Trade names and trademarks 2,900 Formulations 260 Goodwill 1,240 Total consideration allocated $ 6,052 |
Arcadia Wellness Acquisition (T
Arcadia Wellness Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Business Combinations [Abstract] | |
Schedule of Preliminary Allocation of the Purchase Price of ISI Assets Acquired Based on Fair Values | The following table presents the allocation of the purchase price of ISI assets acquired, based on their fair values. Purchase Price Inventory $ 511 Intangible assets, net 400 Goodwill 408 Deferred tax liability ( 107 ) Total consideration allocated $ 1,212 The following table presents the allocation of the purchase price of the assets acquired, based on their fair values at December 31, 2021. Purchase Price Inventory $ 840 Prepaid and other current assets 62 Fixed assets 308 Deposits 82 Customer list 360 Trade names and trademarks 2,900 Formulations 260 Goodwill 1,240 Total consideration allocated $ 6,052 |
Schedule of Unaudited Pro-forma Condensed Consolidated Results of Operations | The following unaudited pro-forma condensed consolidated results of operations for the years ended December 31, 2021 and 2020, have been prepared as if the acquisition of Arcadia Wellness had occurred on January 1, 2020 and includes adjustments for amortization of intangibles, and the addition to basic and diluted weighted average number of shares outstanding. For the year 2021 2020 Total revenues $ 9,062 $ 14,684 Net loss ( 17,854 ) ( 8,152 ) Net loss attributable to common stockholders $ ( 16,380 ) $ ( 6,781 ) Weighted average shares - Basic and diluted 21,590,895 10,786,418 Net loss per share attributable to common stockholders: Basic and diluted $ ( 0.76 ) $ ( 0.63 ) |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets, Net | The Company’s intangible assets, net as of December 31, 2021 and 2020, consist of the following: December 31, 2021 December 31, 2020 Gross Accumulated Amortization and Impairment (1) Net Carrying Gross Accumulated Amortization Net Carrying Amortized intangible assets Intellectual property $ 570 $ 419 $ 151 $ 310 $ 27 $ 283 Customer lists 400 355 45 40 3 37 Total amortizable intangible assets $ 970 $ 774 $ 196 $ 350 $ 30 $ 320 Indefinite-lived intangible assets Brands and trademarks $ 2,950 $ 2,662 $ 288 $ 50 $ — $ 50 Total intangible asset, net $ 3,920 $ 3,436 $ 484 $ 400 $ 30 $ 370 (1) During the year ended December 31, 2021, the Company estimated an overall decrease in the sales forecast for AW products, due to an inventory item rationalization, in addition to a decrease in the sales forecast of ISI seeds, related to the saturated hemp seed market. As a result, Arcadia performed a quantitative intangible assets impairment test. The Company used a discounted cash flow approach to develop the fair value of our acquired intellectual property, customer lists, brands and trademarks. As a result of this assessment, Arcadia recorded an impairment of intangible assets in the amount of $ 3.3 million in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. |
Schedule of Future Amortization of Intellectual Property and Customer Lists | As of December 31, 2021, future amortization of intellectual property and customer lists is as follows: Year Ending December 31, 2022 $ 53 2023 53 2024 53 2025 4 2026 4 Thereafter 28 Total $ 196 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): As of December 31, 2021 2020 Accounts payable - trade $ 1,411 $ 726 Payroll and benefits 1,606 1,489 Inventory 72 965 Research and development — 45 Royalty fees due to unrelated parties 51 276 Consulting 79 153 Rent and utilities 127 78 Audit and tax fees 72 57 Legal 58 152 Other 162 164 Total accounts payable and accrued expenses $ 3,638 $ 4,105 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Warrants And Rights Note Disclosure [Abstract] | |
Summary of Warrants Issued to Purchase Common Stock | As of December 31, 2021, the Company issued the following warrants to purchase shares of its common stock. These warrants are exercisable any time at the option of the holder until their expiration date. Issuance Date Term Exercise Warrants Warrants Warrants Warrants January 2021 Placement Agent Warrants January 2021 5.5 years $ 3.99 — — — 393,839 January 2021 Service and Performance Warrants January 2021 2 years $ 3.08 — — — 7,500 December 2020 Warrants December 2020 5.5 years $ 3.00 — 2,618,658 — 2,618,658 December 2020 Placement Agent Warrants December 2020 5 years $ 3.82 — 130,933 — 130,933 July 2020 Warrants July 2020 5.5 years $ 3.85 — 641,416 — 641,416 July 2020 Placement Agent Warrants July 2020 5.5 years $ 4.97 — 32,071 — 32,071 May 2020 Warrants May 2020 5 years $ 4.78 — 1,392,345 — 1,392,345 May 2020 Placement Agent Warrants May 2020 5 years $ 6.13 — 69,617 — 69,617 March 2020 Service and Performance Warrants March 2020 3 years $ 2.50 — 18,350 — 18,350 February 12, 2020 Service and Performance Warrants February 2020 2 years $ 4.71 — 150,000 — 150,000 February 3, 2020 Service and Performance Warrants February 2020 2 years $ 4.91 — 10,000 — 10,000 September 2019 Placement Agent Warrants September 2019 5 years $ 9.48 — 65,942 — 65,942 August 2019 Service and Performance Warrants August 2019 2 years $ 1.92 — 20,000 ( 20,000 ) — July 2019 Service and Performance Warrants July 2019 2 years $ 2.19 — 10,000 ( 10,000 ) — June 2019 Placement Agent Warrants June 2019 5 years $ 6.29 — 74,479 — 74,479 April 2019 Service and Performance Warrants April 2019 5 years $ 6.18 — 145,154 — 145,154 June 2018 Placement Agent Warrants June 2018 5 years $ 12.57 — 69,617 — 69,617 March 2018 Placement Agent Warrants March 2018 5 years $ 41.56 — 15,038 — 15,038 Total — 5,463,620 ( 30,000 ) 5,834,959 |
Summary of Key Terms and Activity of Liability Classified Common Stock Warrants | The key terms and activity of the liability classified common stock warrants are summarized as follows: Issuance Date Term Exercise Warrants Warrants Warrants Warrants January 2021 Warrants January 2021 5.5 years $ 3.13 — — — 3,938,392 September 2019 Warrants September 2019 5.5 years $ 7.52 — 659,414 — 659,414 June 2019 Warrants June 2019 5.5 years $ 5.00 — 435,830 — 435,830 June 2018 Warrants June 2018 5.5 years $ 9.94 1,392,345 — — — March 2018 Warrants March 2018 5 years $ 10.73 641,416 641,416 — 641,416 Total 2,033,761 1,736,660 — 5,675,052 |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Stock Purchase Program (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity Under Stock Incentive Plans | The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (in thousands, except share data and price per share): Shares Weighted- Aggregate Outstanding — Balance at December 31, 2019 661,701 $ 21.60 $ 305 Options granted 502,494 4.28 — Options exercised — — — Options forfeited ( 174,508 ) 5.91 — Options expired ( 99,928 ) 25.56 — Outstanding — Balance at December 31, 2020 889,759 14.46 $ 240 Options granted 1,227,042 2.76 — Options exercised — — — Options forfeited ( 440,166 ) 3.09 $ 1,086 Options expired ( 254,440 ) 29.02 — Outstanding — Balance at December 31, 2021 1,422,195 5.28 — Vested and expected to vest — December 31, 2021 1,322,111 5.47 — Exercisable —December 31, 2021 743,109 $ 7.54 — |
Weighted-Average Fair Value Assumption of Stock Option Awards | The fair value of stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption: Year Ended December 31, Assumptions 2021 2020 Expected term (years) 6.31 6.48 Expected volatility 121 % 134 % Risk-free interest rate 0.86 % 1.01 % Expected dividend yield — — |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Lessee Disclosure [Abstract] | |
Schedule of Leases | The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or material restrictive covenants. Leases consisted of the following (in thousands): Leases Classification December 31, 2021 December 31, 2020 Assets Operating lease assets Right of use asset $ 3,081 $ 5,826 Total leased assets $ 3,081 $ 5,826 Liabilities Current - Operating Operating lease liability - current $ 1,074 $ 717 Noncurrent - Operating Operating lease liability - noncurrent 2,220 5,389 Total leased liabilities $ 3,294 $ 6,106 Lease Cost Classification For the For the Operating lease cost SG&A and R&D Expenses $ 1,352 $ 1,042 Short term lease cost (1) SG&A and R&D Expenses 133 305 Sublease income (2) SG&A and R&D Expenses ( 63 ) ( 45 ) Net lease cost $ 1,422 $ 1,302 (1) Short term lease cost consists of field trial lease agreements with a lease term of 12 months or less. (2) Sublease income is recorded as a reduction to lease expense. Lease Term and Discount Rate December 31, 2021 December 31, 2020 Weighted-average remaining 2.7 5.0 Weighted-average discount rate 6 % 6 % |
Schedule of Maturities of Operating Lease Liabilities | The maturities of the operating lease liabilities as of December 31, 2021 are as follows (in thousands): Years Ending December 31, Amounts 2022 $ 1,217 2023 1,237 2024 973 2025 168 2026 and thereafter — Total operating lease payments $ 3,595 Less: imputed interest $ 301 Total current and noncurrent operating lease liabilities $ 3,294 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2021 2020 Domestic $ ( 16,006 ) $ ( 6,150 ) Foreign ( 126 ) — Loss before income taxes $ ( 16,132 ) $ ( 6,150 ) |
Schedule of Income Tax Expense Comprised of Current State Taxes and Foreign Taxes | The total income tax (expense) benefit for the years ended December 31, 2021 and 2020 was $( 2,000 ) and $ 124,000 , respectively, and is comprised of current state taxes and foreign taxes withheld by governmental agencies outside of the United States, as follows (in thousands): Year Ended December 31, 2021 2020 Current: Federal $ — $ — State ( 2 ) 28 Foreign — ( 10 ) Total current tax (expense) benefit ( 2 ) 18 Deferred: Federal — 84 State — 22 Foreign — — Total deferred tax (expense) benefit — 106 Total tax (expense) benefit $ ( 2 ) $ 124 |
Reconciliation of the Statutory Federal Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2021 2020 Expected income tax provision at the federal 21.0 % 21.0 % State taxes, net of federal benefits ( 20.1 )% 9.4 % Impact of section 382 study ( 10.4 )% — Change in valuation allowance ( 0.4 )% ( 43.8 )% Transaction costs ( 1.0 )% ( 2.2 )% Derivative liabilities 11.7 % 22.4 % Non-Controlling Interest ( 1.9 )% ( 4.7 )% Gain on debt extinguishment 1.5 % — withholding taxes — ( 0.2 )% Other ( 0.4 )% — Income tax provision — 1.9 % |
Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands): As of December 31, 2021 2020 Deferred tax assets: Net operating loss carryforwards $ 14,586 $ 15,478 Unearned revenue 1 2 Stock-based compensation 3,677 3,881 Accrued payroll and benefits 3 236 Research and development credits 16 16 Fixed asset basis difference 73 84 Inventory reserve 422 491 Charitable contributions 2 3 Income from partnerships 163 — Lease liability 752 1,622 Contingent consideration 456 531 Allowance for bad debt 27 — Amortized intangibles 660 — Goodwill 366 — Total deferred tax assets 21,204 22,344 Deferred tax liabilities: Right of use asset ( 699 ) ( 1,548 ) Amortizable intangibles — ( 98 ) Income from partnerships — ( 13 ) Other — ( 174 ) Total deferred tax liabilities ( 699 ) ( 1,833 ) Less valuation allowance ( 20,505 ) ( 20,511 ) Net deferred tax assets $ — $ — |
Schedule of Unrecognized Tax Benefits | As of December 31, 2021, the Company had the following unrecognized tax benefits (in thousands): Year Ended December 31, 2021 2020 Unrecognized tax benefit beginning balance $ 17 $ — Increases for tax positions taken in prior years — 2 Decreases for tax positions taken in prior years — — Increases for tax positions taken in current years — 15 Settlements — — Unrecognized tax benefit ending balance $ 17 $ 17 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Segment Reporting [Abstract] | |
Summary of Revenues Based on Location of Customers | Revenues based on the location of the customers, are as follows (in thousands): Year Ended December 31, 2021 2020 United States $ 6,003 $ 761 Argentina 26 6,681 India 7 100 Africa — 106 Canada 503 354 Spain 225 — United Kingdom 16 — Austria — 32 Total $ 6,780 $ 8,034 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Not Included in Diluted per Share Calculations | Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares): Year Ended December 31, 2021 2020 Options to purchase common stock 1,422,195 889,759 Warrants to purchase common stock 11,510,011 7,200,280 Total 12,932,206 8,090,039 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||
Place of incorporation | Arizona | |
Year of incorporation | 2002 | |
Place of reincorporation | Delaware | |
Date of reincorporation | 2015-03 | |
Accumulated deficit | $ (226,485,000) | $ (211,825,000) |
Cash and cash equivalents | 28,685,000 | 14,042,000 |
Net income (losses) | (16,134,000) | (6,026,000) |
Net cash used in operations | (25,868,000) | (30,218,000) |
Loss on sale of Arcadia Spain | 497,000 | |
Impairments of property and equipment | $ 1,400,000 | $ 0 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Line Items] | ||
Net loss attributable to noncontrolling interest | $ 1,474,000 | $ 1,371,000 |
Loss on disposal of foreign subsidiary | (497,000) | |
Reserved for doubtful accounts | 76,000 | 0 |
Impairment of intangible asset | 3,302,000 | 0 |
Impairment of goodwill | 1,648,000 | 0 |
Revenue recognized | 8,000 | |
Limagrain Cereal Seeds LLC [Member] | ||
Accounting Policies [Line Items] | ||
Impairment of Short-Term Investments | $ 0 | |
Impairment of equity method investments | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Average Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2021 | |
Laboratory equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Software and computer equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Machinery and equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Machinery and equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 20 years |
Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Vehicles [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Customers Representing Greater than 10% of Account Receivable and Total Revenue (Details) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Accounts Receivable [Member] | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 57.00% | |
Accounts Receivable [Member] | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | 21.00% |
Accounts Receivable [Member] | Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% | |
Accounts Receivable [Member] | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 15.00% | |
Accounts Receivable [Member] | Customer E | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | |
Total Revenue [Member] | Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 83.00% | |
Total Revenue [Member] | Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 10.00% | 7.00% |
Total Revenue [Member] | Customer D | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Amounts Recognized in Consolidated Statements of Operations and Comprehensive Loss Net (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 1,541 | $ 2,042 |
Research and Development [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | 98 | 341 |
Selling, General and Administrative [Member] | ||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | ||
Total stock-based compensation | $ 1,443 | $ 1,701 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) | Dec. 31, 2021 |
Accounting Standards Update 2019-12 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2021 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Accounting Standards Update 2021-04 [Member] | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Change in accounting principle, accounting standards update, adopted [true false] | true |
Change in accounting principle, accounting standards update, adoption date | Jan. 1, 2022 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Inventory - Summary of Inventor
Inventory - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,851 | $ 966 |
Goods in process | 842 | 1,921 |
Finished goods | 4,234 | 4,410 |
Inventories | $ 6,927 | $ 7,297 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended |
Jan. 31, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | ||
Write-down of inventory | $ 3.6 | $ 4.3 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 7,950 | $ 8,426 |
Less accumulated depreciation and amortization | (5,659) | (4,887) |
Property and equipment, net | 2,291 | 3,539 |
Laboratory equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,659 | 2,951 |
Software and computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 548 | 591 |
Machinery and equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,809 | 2,046 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 211 | 181 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 417 | 428 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,306 | $ 2,229 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Property Plant And Equipment [Line Items] | ||
Depreciation expense | $ 929,000 | $ 632,000 |
Property and equipment, gross | 7,950,000 | 8,426,000 |
Impairments of property and equipment | 1,534,000 | 0 |
Write-down of intangible assets | 1,400,000 | 0 |
Additional fixed assets impairment | 100,000 | |
Construction in Progress [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 267,000 | $ 239,000 |
Investments and Fair Value In_3
Investments and Fair Value Instruments - Summary of Amortized Cost and Fair Value of Investment Securities Portfolio (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 26,842 | $ 23,051 |
Unrealized Gains | 656 | |
Estimated Fair Value | 26,842 | 23,707 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 26,842 | 12,082 |
Estimated Fair Value | $ 26,842 | 12,082 |
Short-term Investments [Member] | Corporate Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 10,969 | |
Unrealized Gains | 656 | |
Estimated Fair Value | $ 11,625 |
Investments and Fair Value In_4
Investments and Fair Value Instruments - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Fair Value, Option, Quantitative Disclosures [Line Items] | |
Investment in continuous unrealized loss position for more than twelve months | $ 0 |
Realized gain on sale of investments | $ 10,200,000 |
Investments and Fair Value In_5
Investments and Fair Value Instruments - Summary of Fair Value of Investments Securities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 26,842 | $ 23,707 |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 26,842 | 12,082 |
Corporate Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 11,625 | |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 26,842 | 23,707 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | $ 26,842 | 12,082 |
Level 1 [Member] | Corporate Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 11,625 |
Investments and Fair Value In_6
Investments and Fair Value Instruments - Summary of Warrant Liabilities Measured and Recorded on Recurring Basis using Black-Scholes Model (Detail) - Common Stock Warrant Liability [Member] - Level 3 [Member] | Dec. 31, 2021 | Dec. 31, 2020 |
Expected Term [Member] | January 2021 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 4 years 6 months 29 days | |
Expected Term [Member] | September 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 3 years 2 months 12 days | 4 years 2 months 12 days |
Expected Term [Member] | June 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 2 years 11 months 15 days | 3 years 11 months 15 days |
Expected Term [Member] | March 2018 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Expected term (in years) | 1 year 2 months 19 days | 2 years 2 months 19 days |
Expected Volatility [Member] | January 2021 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 129.8 | |
Expected Volatility [Member] | September 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 109.7 | 135 |
Expected Volatility [Member] | June 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 110.8 | 135 |
Expected Volatility [Member] | March 2018 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 86 | 130 |
Risk-Free Interest Rate [Member] | January 2021 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 1.2 | |
Risk-Free Interest Rate [Member] | September 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.9 | 0.3 |
Risk-Free Interest Rate [Member] | June 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.8 | 0.3 |
Risk-Free Interest Rate [Member] | March 2018 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0.5 | 0.1 |
Expected Dividend Yield [Member] | January 2021 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | |
Expected Dividend Yield [Member] | September 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Expected Dividend Yield [Member] | June 2019 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Expected Dividend Yield [Member] | March 2018 Offering [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Warrants and rights outstanding, measurement input | 0 | 0 |
Investments and Fair Value In_7
Investments and Fair Value Instruments - Summary of Changes in Fair Value and Other Adjustments of Liabilities (Detail) - Level 3 [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | $ 4,987 | $ 16,936 |
Initial recognition | 9,631 | |
Change in fair value and other adjustments | (9,155) | (6,570) |
Exercise of warrants | (5,659) | |
ISI acquisition contingent consideration | 280 | |
Ending Balance | 5,463 | 4,987 |
Common Stock Warrant Liability [Member] | Purchase Agreement [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 661 | 4,579 |
Change in fair value and other adjustments | (654) | (2,277) |
Exercise of warrants | (1,641) | |
Ending Balance | 7 | 661 |
Common Stock Warrant Liability [Member] | June 2018 Offering [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 5,444 | |
Change in fair value and other adjustments | (1,426) | |
Exercise of warrants | (4,018) | |
Common Stock Warrant Liability [Member] | June 2019 Offering [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 832 | 1,993 |
Change in fair value and other adjustments | (662) | (1,161) |
Ending Balance | 170 | 832 |
Common Stock Warrant Liability [Member] | September 2019 Offering [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 1,214 | 2,920 |
Change in fair value and other adjustments | (991) | (1,706) |
Ending Balance | 223 | 1,214 |
Common Stock Warrant Liability [Member] | January 2021 Offering [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Initial recognition | 9,631 | |
Change in fair value and other adjustments | (6,638) | |
Ending Balance | 2,993 | |
Contingent Liabilities [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning Balance | 2,280 | 2,000 |
Change in fair value and other adjustments | (210) | |
ISI acquisition contingent consideration | 280 | |
Ending Balance | $ 2,070 | $ 2,280 |
Industrial Seed Innovations A_3
Industrial Seed Innovations Acquisition - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2021USD ($) | Aug. 31, 2020USD ($)Installmentshares | Dec. 31, 2021USD ($)InstallmentTermshares | |
Business Acquisition [Line Items] | |||
Change in fair value of contingent consideration | $ (210,000) | ||
Lease option to extend, description | Some leases (the Davis office, warehouse, greenhouses and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years. | ||
Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Operating leases, term of contract | 5 years | ||
Option to extend lease, term | 6 years | ||
Industrial Seed Innovations [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price consideration | $ 1,212,000 | ||
Cash paid for Acquisition | 500,000 | ||
Business combination, equity interest issuable, value | 432,000 | ||
Remaining amount paid in multiple installments | $ 280,000 | 280,000 | |
Change in fair value of contingent consideration | (210,000) | ||
Deferred tax liability | $ 107,000 | ||
Operating leases, term of contract | 3 years | ||
Existence of option to extend | true | ||
Lease option to extend, description | The lease was effective upon the execution of the definitive acquisition agreement and had a term of 3 years with the option to renew for three additional 3-year terms. The lease was terminated effective December 31, 2021, as no further hemp seed production is deemed necessary as the inventory balance on hand is deemed sufficient. | ||
Number of lease renewal term | Term | 3 | ||
Option to extend lease, term | 3 years | ||
Industrial Seed Innovations [Member] | Selling, General and Administrative Expenses [Member] | |||
Business Acquisition [Line Items] | |||
Acquisition related costs | $ 67,000 | ||
Common Stock [Member] | Industrial Seed Innovations [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, equity interest issuable, shares | shares | 132,626 | ||
Number of annual installment of common stock shares payable | Installment | 2 | 2 | |
Common Stock [Member] | Industrial Seed Innovations [Member] | Revenue Milestone in 2022 [Member] | Maximum [Member] | |||
Business Acquisition [Line Items] | |||
Business combination, equity interest issuable upon achievement of revenue milestone | shares | 132,626 | 132,626 |
Industrial Seed Innovations A_4
Industrial Seed Innovations Acquisition - Schedule of Preliminary Allocation of the Purchase Price of ISI Assets Acquired Based on Fair Values (Detail) - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | ||
Goodwill | $ 408,000 | |
Industrial Seed Innovations [Member] | ||
Business Acquisition [Line Items] | ||
Inventory | $ 511,000 | |
Intangible assets, net | 400,000 | |
Goodwill | 408,000 | |
Deferred tax liability | (107,000) | |
Total consideration allocated | $ 1,212,000 |
Arcadia Wellness Acquisition -
Arcadia Wellness Acquisition - Additional Information (Detail) - USD ($) | May 31, 2021 | May 17, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||
Lease option to extend, description | Some leases (the Davis office, warehouse, greenhouses and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years. | ||||
Total revenues | $ 6,780,000 | $ 8,034,000 | |||
Net income attributable to common stockholders | $ (14,660,000) | (4,655,000) | |||
Goodwill | $ 408,000 | ||||
Arcadia Wellness [Member] | |||||
Business Acquisition [Line Items] | |||||
Purchase price consideration | $ 6,100,000 | ||||
Cash paid for Acquisition | 4,000 | ||||
Business combination, equity interest issuable, value | $ 2,100 | ||||
Operating leases, term of contract | 3 years | 3 years | |||
Lease option to extend, description | The lease was effective on May 17, 2021 and has a term of 3 years. | ||||
Total revenues | $ 4,300,000 | ||||
Net income attributable to common stockholders | 7,500,000 | ||||
Intangible assets, net | $ 3,500,000 | ||||
Weighted average useful life | 12 years 10 months 24 days | ||||
Goodwill | $ 1,200,000 | $ 1,240,000 | $ 1,240,000 | ||
Arcadia Wellness [Member] | Trademarks and Trade Names [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, net | 2,900,000 | ||||
Arcadia Wellness [Member] | Customer List [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, net | $ 360,000 | ||||
Useful life | 15 years | ||||
Arcadia Wellness [Member] | Formulations [Member] | |||||
Business Acquisition [Line Items] | |||||
Intangible assets, net | $ 260,000 | ||||
Useful life | 10 years | ||||
Arcadia Wellness [Member] | Selling, General and Administrative Expenses [Member] | |||||
Business Acquisition [Line Items] | |||||
Acquisition related costs | $ 850,000 | ||||
Arcadia Wellness [Member] | Common Stock [Member] | |||||
Business Acquisition [Line Items] | |||||
Business combination, equity interest issuable, shares | 827,401 |
Arcadia Wellness Acquisition _2
Arcadia Wellness Acquisition - Schedule of Preliminary Allocation of the Purchase Price of Assets Acquired Based on Fair Values (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | May 17, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 408 | ||
Arcadia Wellness [Member] | |||
Business Acquisition [Line Items] | |||
Inventory | $ 840 | ||
Prepaid and other current assets | 62 | ||
Fixed assets | 308 | ||
Deposits | 82 | ||
Customer list | 360 | ||
Trade names and trademarks | 2,900 | ||
Formulations | 260 | ||
Goodwill | 1,240 | $ 1,200 | |
Total consideration allocated | $ 6,052 |
Arcadia Wellness Acquisition _3
Arcadia Wellness Acquisition - Schedule of Unaudited Pro-forma Condensed Consolidated Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Business Acquisition [Line Items] | ||
Weighted average shares - Basic and diluted | 21,280,620 | 9,959,018 |
Arcadia Wellness [Member] | ||
Business Acquisition [Line Items] | ||
Total revenues | $ 9,062 | $ 14,684 |
Net loss | (17,854) | (8,152) |
Net loss attributable to common stockholders | $ (16,380) | $ (6,781) |
Weighted average shares - Basic and diluted | 21,590,895 | 10,786,418 |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (0.76) | $ (0.63) |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 | ||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Amortized intangible assets, Gross Carrying Amount | $ 970 | $ 350 | ||
Amortized intangible assets, Accumulated Amortization and Impairment | 774 | [1] | 30 | |
Finite-Lived Intangible Assets, Net, Total | 196 | 320 | ||
Indefinite-lived intangible assets, Gross Carrying Amount | 3,920 | 400 | ||
Indefinite Lived Intangible Assets Accumulated Amortization And Impairment | 3,436 | [1] | 30 | |
Indefinite lived intangible assets, Net Carrying Amount | 484 | 370 | ||
Brands and Trademarks [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Indefinite-lived intangible assets, Gross Carrying Amount | 2,950 | 50 | ||
Indefinite Lived Intangible Assets Accumulated Amortization And Impairment | [1] | 2,662 | ||
Indefinite lived intangible assets, Net Carrying Amount | 288 | 50 | ||
Intellectual Property [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Amortized intangible assets, Gross Carrying Amount | 570 | 310 | ||
Amortized intangible assets, Accumulated Amortization and Impairment | 419 | [1] | 27 | |
Finite-Lived Intangible Assets, Net, Total | 151 | 283 | ||
Customer Lists [Member] | ||||
Finite And Indefinite Lived Intangible Assets [Line Items] | ||||
Amortized intangible assets, Gross Carrying Amount | 400 | 40 | ||
Amortized intangible assets, Accumulated Amortization and Impairment | 355 | [1] | 3 | |
Finite-Lived Intangible Assets, Net, Total | $ 45 | $ 37 | ||
[1] | During the year ended December 31, 2021, the Company estimated an overall decrease in the sales forecast for AW products, due to an inventory item rationalization, in addition to a decrease in the sales forecast of ISI seeds, related to the saturated hemp seed market. As a result, Arcadia performed a quantitative intangible assets impairment test. The Company used a discounted cash flow approach to develop the fair value of our acquired intellectual property, customer lists, brands and trademarks. As a result of this assessment, Arcadia recorded an impairment of intangible assets in the amount of $ 3.3 million in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2021. |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Intangible Assets, Net (Parenthetical) (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Impairment of intangible asset | $ 3,302,000 | $ 0 |
Intangible Assets, Net - Additi
Intangible Assets, Net - Additional Information (Detail) - Intellectual Property And Customer Lists [Member] | 12 Months Ended |
Dec. 31, 2021 | |
Minimum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of intangible assets amortized | 4 years |
Maximum [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Useful life of intangible assets amortized | 15 years |
Intangible Assets, Net - Sche_3
Intangible Assets, Net - Schedule of Future Amortization of Intellectual Property and Customer Lists (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
2022 | $ 53 | |
2023 | 53 | |
2024 | 53 | |
2025 | 4 | |
2026 | 4 | |
Thereafter | 28 | |
Finite-Lived Intangible Assets, Net, Total | $ 196 | $ 320 |
Consolidated Joint Venture - Ad
Consolidated Joint Venture - Additional Information (Detail) | Aug. 09, 2019Individual | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) |
Schedule Of Equity Method Investments [Line Items] | |||
Net loss attributable to noncontrolling interest | $ 1,474,000 | $ 1,371,000 | |
Archipelago Ventures Hawaii, LLC [Member] | Arcadia Biosciences, Inc [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Number of individuals appointed | Individual | 2 | ||
Joint venture interest percentage | 50.75% | ||
Capital contributions | $ 3,108,000 | ||
Archipelago Ventures Hawaii, LLC [Member] | Legacy Ventures Hawaii, LLC [Member] | |||
Schedule Of Equity Method Investments [Line Items] | |||
Number of individuals appointed | Individual | 2 | ||
Joint venture interest percentage | 49.25% | ||
Capital contributions | $ 3,016,000 |
Verdeca-BIOX Transactions - Add
Verdeca-BIOX Transactions - Additional Information (Detail) - USD ($) | Nov. 12, 2020 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 |
Variable Interest Entity [Line Items] | ||||
Cash receivable from sale of interest in joint venture | $ 3,153,000 | |||
Gain on sale of membership interests in Verdeca | 8,814,000 | |||
Inventory contributed | $ 4,433,000 | 3,812,000 | ||
Revenues | 6,780,000 | 8,034,000 | ||
Corporate securities | 4,318,000 | |||
Accounts receivable | 1,370,000 | 1,406,000 | ||
Gross proceeds on sale | $ 22,200,000 | |||
License | ||||
Variable Interest Entity [Line Items] | ||||
Revenues | $ 17,000 | 6,801,000 | ||
Verdeca LLC [Member] | Bioceres Crop Solutions [Member] | Master Transaction Agreement [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Cash receivable from sale of interest in joint venture | $ 5,000,000 | |||
Shares of common stock receivable from sale of interest in joint venture | 1,875,000 | |||
Additional cash receivable for transaction expenses and fees | $ 1,000,000 | |||
Additional cash receivable from sale of interest in joint venture | $ 2,000,000 | |||
Sale of interest in joint venture, description of transaction | BIOX also paid the Company an additional $1,000,000 for transaction expenses and fees and is obligated to pay $2,000,000 in four equal quarterly payments with the first payment commencing within thirty days of either BIOX reaching commercial plantings of at least 200,000 hectares of Haab 4 soybeans (“HB4”) or China approving the HB4 soybean trait for “food and feed”. | |||
Percentage of royalty payments on net revenues | 6.00% | |||
Percentage of royalty payments on net revenues received from sales of licensed wheat products | 25.00% | |||
Sale of interest in joint venture, fixed consideration agreed amount | $ 16,968,750 | |||
Fixed consideration allocated to sale of membership interest | 10,288,000 | |||
Corporate securities received allocated to sale of member ship interest | 6,650,000 | |||
Gain on sale of membership interests in Verdeca | 8,814,000 | |||
Inventory contributed | 1,474,000 | |||
Accounts receivable | 800,000 | |||
Proceeds from accounts receivable | $ 800,000 | |||
Additional proceeds received | $ 0 | |||
Verdeca LLC [Member] | Bioceres Crop Solutions [Member] | Master Transaction Agreement [Member] | License | ||||
Variable Interest Entity [Line Items] | ||||
Revenues | 6,680,000 | |||
Corporate securities | $ 4,318,000 | |||
Verdeca LLC [Member] | Bioceres Crop Solutions [Member] | Master Transaction Agreement [Member] | Maximum [Member] | ||||
Variable Interest Entity [Line Items] | ||||
Technology royalty revenue receivable on trait fees, from sale of interest in joint venture | $ 10,000,000 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Payables And Accruals [Abstract] | ||
Accounts payable - trade | $ 1,411 | $ 726 |
Payroll and benefits | 1,606 | 1,489 |
Inventory | 72 | 965 |
Research and development | 45 | |
Royalty fees due to unrelated parties | 51 | 276 |
Consulting | 79 | 153 |
Rent and utilities | 127 | 78 |
Audit and tax fees | 72 | 57 |
Legal | 58 | 152 |
Other | 162 | 164 |
Total accounts payable and accrued expenses | $ 3,638 | $ 4,105 |
Collaborative Arrangements - Ad
Collaborative Arrangements - Additional Information (Detail) | 1 Months Ended |
Aug. 31, 2017 | |
Collaborative Arrangements [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Contractual agreement month and year | 2017-08 |
Equity Financing - Additional I
Equity Financing - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||||
Jan. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Sep. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2019USD ($)$ / sharesshares | Jun. 30, 2018USD ($)$ / sharesshares | Mar. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2021USD ($) | Jan. 28, 2021 | |
Class Of Warrant Or Right [Line Items] | ||||||||
Offering costs allocated to common stock warrant liability and expensed | $ | $ 769,000 | |||||||
Registration statement expiration term | This registration statement expired on its three-year anniversary, June 8, 2021. | |||||||
Maximum [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Proceeds from issuance, aggregate offering prices | $ | $ 50,000,000 | |||||||
March 2018 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares of common stock issued | 1,201,634 | |||||||
Warrant issued, shares of common stock called by warrant | 1,282,832 | |||||||
Warrants issued, exercise price | $ / shares | $ 10.7258 | |||||||
December 2020 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares of common stock issued | 2,618,658 | |||||||
Proceeds from issuance of common stock and warrants gross | $ | $ 8,000,000 | |||||||
Offering closing period | Dec. 22, 2020 | |||||||
December 2020 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 2,618,658 | |||||||
Warrants issued, exercise price | $ / shares | $ 3 | |||||||
Warrants expiration period | 5 years 6 months | |||||||
September 2019 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares of common stock issued | 1,318,828 | |||||||
Proceeds from issuance of common stock and warrants gross | $ | $ 10,000,000 | |||||||
Offering closing period | Sep. 5, 2019 | |||||||
September 2019 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 659,414 | |||||||
Warrants issued, exercise price | $ / shares | $ 7.52 | |||||||
Warrants expiration period | 5 years 6 months | |||||||
June 2019 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares of common stock issued | 1,489,575 | |||||||
Proceeds from issuance of common stock and warrants gross | $ | $ 7,500,000 | |||||||
Offering closing period | Jun. 14, 2019 | |||||||
June 2019 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 1,489,575 | |||||||
Warrants issued, exercise price | $ / shares | $ 5 | |||||||
Warrants expiration period | 5 years 6 months | |||||||
June 2018 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares of common stock issued | 1,392,345 | |||||||
Proceeds from issuance of common stock and warrants gross | $ | $ 14,000,000 | |||||||
Offering closing period | Jun. 14, 2018 | |||||||
June 2018 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 1,392,345 | |||||||
Warrants issued, exercise price | $ / shares | $ 9.94 | |||||||
Warrants expiration period | 5 years 6 months | |||||||
June 2018 Placement Agent Warrants [Member] | June 2018 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 69,617 | |||||||
Warrants issued, exercise price | $ / shares | $ 12.568 | |||||||
Warrant, exercisable term | 5 years | |||||||
June 2019 Placement Agent Warrants [Member] | June 2019 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 74,479 | |||||||
Warrants issued, exercise price | $ / shares | $ 6.2938 | |||||||
Warrant, exercisable term | 5 years | |||||||
September 2019 Placement Agent Warrants [Member] | September 2019 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 65,942 | |||||||
Warrants issued, exercise price | $ / shares | $ 9.4781 | |||||||
Warrant, exercisable term | 5 years | |||||||
December 2020 Placement Agent Warrants [Member] | December 2020 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 130,933 | |||||||
Warrants issued, exercise price | $ / shares | $ 3.8188 | |||||||
Warrant, exercisable term | 5 years | |||||||
March 2018 Private Placement [Member] | March 2018 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares of common stock issued | 300,752 | |||||||
Warrant issued, shares of common stock called by warrant | 300,752 | |||||||
Warrants issued, exercise price | $ / shares | $ 45.75 | |||||||
Warrants expiration period | 5 years | |||||||
Proceeds from issuance of common stock and warrants gross | $ | $ 10,000,000 | |||||||
March 2018 Private Placement [Member] | March 2018 Placement Agent Warrants [Member] | March 2018 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 15,038 | |||||||
Warrants issued, exercise price | $ / shares | $ 41.5625 | |||||||
Warrant, exercisable term | 5 years | |||||||
January 2021 Private Placement [Member] | January 2021 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Shares of common stock issued | 7,876,784 | |||||||
Warrant issued, shares of common stock called by warrant | 3,938,392 | |||||||
Warrants issued, exercise price | $ / shares | $ 3.13 | |||||||
Warrants expiration period | 5 years 6 months | |||||||
Proceeds from issuance of common stock and warrants gross | $ | $ 25,100,000 | |||||||
Remaining offering costs allocated to common stock and offset to additional paid in capital | $ | 2,000,000 | |||||||
January 2021 Private Placement [Member] | January 2021 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Offering costs allocated to common stock warrant liability and expensed | $ | $ 769,000 | |||||||
January 2021 Private Placement [Member] | January 2021 Purchase Agreement [Member] | Warrants [Member] | Expected Volatility [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants and rights outstanding, measurement input | 123.8 | |||||||
January 2021 Private Placement [Member] | January 2021 Purchase Agreement [Member] | Warrants [Member] | Stock Price [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants and rights outstanding, measurement input | 2.88 | |||||||
January 2021 Private Placement [Member] | January 2021 Purchase Agreement [Member] | Warrants [Member] | Risk-Free Interest Rate [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrants and rights outstanding, measurement input | 0.5 | |||||||
January 2021 Private Placement [Member] | January 2021 Placement Agent Warrants [Member] | January 2021 Purchase Agreement [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 393,839 | |||||||
Warrants issued, exercise price | $ / shares | $ 3.99 | |||||||
Warrant, exercisable term | 5 years 6 months | |||||||
Issuance of placement agent warrants | $ | $ 942,000 | |||||||
Offering costs | $ | 1,900,000 | |||||||
January 2021 Private Placement [Member] | January 2021 Placement Agent Warrants [Member] | January 2021 Purchase Agreement [Member] | Warrants [Member] | ||||||||
Class Of Warrant Or Right [Line Items] | ||||||||
Offering costs | $ | $ 2,800,000 |
Warrants - Additional Informati
Warrants - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2020USD ($)$ / sharesshares | May 31, 2020USD ($)$ / sharesshares | Sep. 30, 2020USD ($) | Jun. 30, 2020USD ($) | Dec. 31, 2021USD ($)$ / sharesshares | Dec. 31, 2020USD ($)shares | |
Class Of Warrant Or Right [Line Items] | ||||||
Investors exercised warrants and purchase shares of common stock | shares | (30,000) | |||||
Gross proceeds from warrants exercise | $ | $ 22,000 | $ 9,372,000 | ||||
July 2020 Warrant Exercise Transaction [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Gain (loss) on extinguishment of warrant liability | $ | $ 682,000 | |||||
July 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued, exercise price | $ / shares | $ 3.85 | |||||
Warrant issued, shares of common stock called by warrant | shares | 641,416 | |||||
Warrant, exercisable term | 5 years 6 months | |||||
Value of warrants | $ | $ 2,100 | |||||
July 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | Expected Volatility [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 1.26 | |||||
July 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | Stock Price [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 3.73 | |||||
July 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | Risk-Free Interest Rate [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 0.0035 | |||||
May 2020 Warrant Exercise Transaction [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Gain (loss) on extinguishment of warrant liability | $ | $ 47,000 | |||||
May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued, exercise price | $ / shares | $ 4.775 | |||||
Warrant issued, shares of common stock called by warrant | shares | 1,392,345 | |||||
Warrant, exercisable term | 5 years | |||||
Value of warrants | $ | $ 4,400,000 | |||||
May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | Expected Volatility [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 1.28 | |||||
May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | Stock Price [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 3.81 | |||||
May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | Risk-Free Interest Rate [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants and rights outstanding, measurement input | 0.0038 | |||||
March 2018 Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Investors exercised warrants and purchase shares of common stock | shares | 641,416 | |||||
Warrants issued, exercise price | $ / shares | $ 10.73 | |||||
March 2018 Warrants [Member] | July 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Investors exercised warrants and purchase shares of common stock | shares | 641,416 | |||||
Warrants issued, exercise price | $ / shares | $ 3.975 | |||||
Gross proceeds from warrants exercise | $ | $ 2,600,000 | |||||
June 2018 Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Investors exercised warrants and purchase shares of common stock | shares | 1,392,345 | |||||
Warrants issued, exercise price | $ / shares | $ 9.94 | |||||
June 2018 Warrants [Member] | May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Investors exercised warrants and purchase shares of common stock | shares | 1,392,345 | |||||
Warrants issued, exercise price | $ / shares | $ 4.90 | |||||
Gross proceeds from warrants exercise | $ | $ 6,800,000 | |||||
Placement Agent [Member] | July 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued, exercise price | $ / shares | $ 4.969 | |||||
Warrant issued, shares of common stock called by warrant | shares | 32,071 | |||||
Warrant, exercisable term | 5 years 6 months | |||||
Value of warrants | $ | $ 101,000 | |||||
Placement Agent [Member] | May 2020 Warrant Exercise Transaction [Member] | Warrants [Member] | ||||||
Class Of Warrant Or Right [Line Items] | ||||||
Warrants issued, exercise price | $ / shares | $ 6.125 | |||||
Warrant issued, shares of common stock called by warrant | shares | 69,617 | |||||
Warrant, exercisable term | 5 years | |||||
Value of warrants | $ | $ 215,000 |
Warrants - Summary of Warrants
Warrants - Summary of Warrants Issued to Purchase Common Stock (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants Exercised during the Year | (30,000) | |
Warrants Outstanding | 5,834,959 | 5,463,620 |
January 2021 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2021-01 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 3.99 | |
Warrants Outstanding | 393,839 | |
January 2021 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2021-01 | |
Term | 2 years | |
Exercise Price Per Share | $ 3.08 | |
Warrants Outstanding | 7,500 | |
December 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-12 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 3 | |
Warrants Outstanding | 2,618,658 | 2,618,658 |
December 2020 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-12 | |
Term | 5 years | |
Exercise Price Per Share | $ 3.82 | |
Warrants Outstanding | 130,933 | 130,933 |
July 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-07 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 3.85 | |
Warrants Outstanding | 641,416 | 641,416 |
July 2020 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-07 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 4.97 | |
Warrants Outstanding | 32,071 | 32,071 |
May 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-05 | |
Term | 5 years | |
Exercise Price Per Share | $ 4.78 | |
Warrants Outstanding | 1,392,345 | 1,392,345 |
May 2020 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-05 | |
Term | 5 years | |
Exercise Price Per Share | $ 6.13 | |
Warrants Outstanding | 69,617 | 69,617 |
March 2020 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-03 | |
Term | 3 years | |
Exercise Price Per Share | $ 2.50 | |
Warrants Outstanding | 18,350 | 18,350 |
February 12, 2020 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-02 | |
Term | 2 years | |
Exercise Price Per Share | $ 4.71 | |
Warrants Outstanding | 150,000 | 150,000 |
February 3, 2020 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-02 | |
Term | 2 years | |
Exercise Price Per Share | $ 4.91 | |
Warrants Outstanding | 10,000 | 10,000 |
September 2019 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-09 | |
Term | 5 years | |
Exercise Price Per Share | $ 9.48 | |
Warrants Outstanding | 65,942 | 65,942 |
August 2019 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-08 | |
Term | 2 years | |
Exercise Price Per Share | $ 1.92 | |
Warrants Exercised during the Year | (20,000) | |
Warrants Outstanding | 20,000 | |
July 2019 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-07 | |
Term | 2 years | |
Exercise Price Per Share | $ 2.19 | |
Warrants Exercised during the Year | (10,000) | |
Warrants Outstanding | 10,000 | |
June 2019 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-06 | |
Term | 5 years | |
Exercise Price Per Share | $ 6.29 | |
Warrants Outstanding | 74,479 | 74,479 |
April 2019 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-04 | |
Term | 5 years | |
Exercise Price Per Share | $ 6.18 | |
Warrants Outstanding | 145,154 | 145,154 |
June 2018 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-06 | |
Term | 5 years | |
Exercise Price Per Share | $ 12.57 | |
Warrants Outstanding | 69,617 | 69,617 |
March 2018 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-03 | |
Term | 5 years | |
Exercise Price Per Share | $ 41.56 | |
Warrants Outstanding | 15,038 | 15,038 |
Warrants - Summary of Key Terms
Warrants - Summary of Key Terms and Activity of Liability Classified Common Stock Warrants (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Class Of Warrant Or Right [Line Items] | ||
Warrants Exercised during the Year | (30,000) | |
Warrants Outstanding | 5,834,959 | 5,463,620 |
January 2021 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2021-01 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 3.13 | |
Warrants Outstanding | 3,938,392 | |
September 2019 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-09 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 7.52 | |
Warrants Outstanding | 659,414 | 659,414 |
June 2019 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-06 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 5 | |
Warrants Outstanding | 435,830 | 435,830 |
June 2018 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-06 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 9.94 | |
Warrants Exercised during the Year | 1,392,345 | |
March 2018 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-03 | |
Term | 5 years | |
Exercise Price Per Share | $ 10.73 | |
Warrants Exercised during the Year | 641,416 | |
Warrants Outstanding | 641,416 | 641,416 |
January 2021, September 2019, June 2019, June 2018 and March 2018 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Warrants Exercised during the Year | 2,033,761 | |
Warrants Outstanding | 5,675,052 | 1,736,660 |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Stock Purchase Program - Additional Information (Detail) | Dec. 19, 2021 | Dec. 14, 2021 | May 17, 2021shares | May 20, 2015shares | May 14, 2015 | Jun. 30, 2019shares | Sep. 30, 2018 | Dec. 31, 2021USD ($)IncentivePlan$ / sharesshares | Dec. 31, 2020USD ($)$ / sharesshares | Dec. 31, 2019shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Number of equity incentive plans | IncentivePlan | 2 | |||||||||
Shares Subject to Outstanding, Options granted | 1,227,042 | 502,494 | ||||||||
Total number of options outstanding | 1,422,195 | 889,759 | 661,701 | |||||||
Intrinsic value of options exercisable | $ | $ 0 | $ 0 | ||||||||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 1,100,000 | |||||||||
Weighted-average remaining recognition period | 3 years | |||||||||
Stock-based compensation | $ | $ 1,541,000 | $ 2,042,000 | ||||||||
Weighted-average estimated grant-date fair value of stock options granted | $ / shares | $ 2.41 | $ 3.80 | ||||||||
2015 Employee Stock Purchase Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total number of shares reserved for issuance under plan | 111,722 | |||||||||
Stock-based compensation | $ | $ 14,000 | $ 47,000 | ||||||||
Percentage in payroll deductions to acquire shares of common stock | 15.00% | |||||||||
Purchase plan offering period | 6 months | |||||||||
Employees are able to purchase company's common stock on first trading day of offering period, percentage | 85.00% | |||||||||
Issuance of common stock pursuant to employee stock purchase plan | 50,245 | |||||||||
First offering period, start date | May 14, 2015 | |||||||||
First offering period, end date | Feb. 1, 2016 | |||||||||
Separation Agreement [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options exercisable period | 2 years 6 months | 90 days | ||||||||
Separation Agreement [Member] | Selling, General and Administrative Expenses [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Stock-based compensation | $ | $ 154,000 | |||||||||
Inducement Stock Option [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Shares Subject to Outstanding, Options granted | 248,000 | |||||||||
Total number of options outstanding | 68,000 | |||||||||
2015 Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Terms under the plan | The 2015 Plan became effective upon the Company’s IPO in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which included 10,637 that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. | |||||||||
Total number of shares reserved for issuance under plan | 154,387 | 1,596,209 | ||||||||
Options vesting period | 4 years | 2 years | ||||||||
Additional shares authorized for issuance under the plan | 120,000 | |||||||||
Common stock available for future grant | 250,254 | |||||||||
Total number of options outstanding | 1,345,955 | |||||||||
2006 Stock Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Total number of shares reserved for issuance under plan | 10,637 | |||||||||
Total number of options outstanding | 8,240 | |||||||||
Maximum [Member] | 2015 Omnibus Equity Incentive Plan [Member] | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||
Options exercisable period | 10 years |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Stock Purchase Program - Summary of Activity Under Stock Incentive Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Subject to Outstanding, Beginning Balance | 889,759 | 661,701 | |
Shares Subject to Outstanding, Options granted | 1,227,042 | 502,494 | |
Shares Subject to Outstanding, Options Forfeited | (440,166) | (174,508) | |
Shares Subject to Outstanding, Options Expired | (254,440) | (99,928) | |
Shares Subject to Outstanding, Ending Balance | 1,422,195 | 889,759 | |
Shares Subject to Outstanding, Vested and expected to vest | 1,322,111 | ||
Shares Subject to Outstanding, Exercisable | 743,109 | ||
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ 14.46 | $ 21.60 | |
Weighted-Average Exercise Price Per Share, Options granted | 2.76 | 4.28 | |
Weighted-Average Exercise Price Per Share, Options forfeited | 3.09 | 5.91 | |
Weighted-Average Exercise Price Per Share, Options expired | 29.02 | 25.56 | |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 5.28 | $ 14.46 | |
Weighted Average Exercise Price Per Share, Vested and expected to vest | 5.47 | ||
Weighted Average Exercise Price Per Share, Exercisable | $ 7.54 | ||
Aggregate Intrinsic Value, Outstanding Balance | $ 240 | $ 305 | |
Aggregate Intrinsic Value, Options Forfeited | $ 1,086 |
Stock-Based Compensation and _5
Stock-Based Compensation and Employee Stock Purchase Program - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months 21 days | 6 years 5 months 23 days |
Expected volatility | 121.00% | 134.00% |
Risk-free interest rate | 0.86% | 1.01% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |||
Aug. 31, 2020USD ($)Installmentshares | Dec. 31, 2021USD ($)Installmentshares | Dec. 31, 2020USD ($) | Dec. 31, 2010USD ($)Program | Jun. 15, 2005USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Other noncurrent liability | $ 2,070,000 | $ 2,280,000 | |||
Change in fair value of contingent consideration | (210,000) | ||||
Milestones payments yet to be achieved | 2,000,000 | 2,000,000 | |||
Milestones payment | 0 | 0 | |||
Accounts Payable and Accrued Expenses [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Royalties due to both related and unrelated parties on accrued | $ 115,000 | 356,000 | |||
Anawah, Inc [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Contingent liability | $ 3,000,000 | $ 5,000,000 | |||
Date of merger and reorganization | Jun. 15, 2005 | ||||
Restructuring activities, description | As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs | ||||
Number of development programs ceased | Program | 3 | ||||
Number of development programs | Program | 6 | ||||
Other noncurrent liability | $ 2,000,000 | ||||
Industrial Seed Innovations [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating leases, term of contract | 3 years | ||||
Remaining amount paid in multiple installments | $ 280,000 | $ 280,000 | |||
Number of installment become due within 12 months as full amount contingent consideration included in other noncurrent liabilities | Installment | 0 | ||||
Change in fair value of contingent consideration | $ (210,000) | ||||
Industrial Seed Innovations [Member] | Common Stock [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of annual installment of common stock shares payable | Installment | 2 | 2 | |||
Minimum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating leases, term of contract | 1 year | ||||
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements | 2.00% | ||||
Maximum [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating leases, term of contract | 5 years | ||||
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements | 15.00% | ||||
Maximum [Member] | Industrial Seed Innovations [Member] | Common Stock [Member] | Revenue Milestone in 2022 [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Business combination, equity interest issuable upon achievement of revenue milestone | shares | 132,626 | 132,626 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Lessee Lease Description [Line Items] | ||
Sublease, description of option to extend | lease amendment that provided for additional office space in Davis, CA, and extended the term through April 2025, with one option to renew for an additional five-year term. The Company initially expected to exercise its options to renew, and in accordance with ASC 842, Leases, accounted for the amendment and expected renewal as a lease modification and remeasured the operating lease liability. | |
Operating Lease, Liability | $ 3,294 | $ 6,106 |
Right of use assets | $ 3,081 | $ 5,826 |
Lease option to extend, description | Some leases (the Davis office, warehouse, greenhouses and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years. | |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Option to extend lease, term | 1 year | |
Operating leases, term of contract | 1 year | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Option to extend lease, term | 6 years | |
Operating leases, term of contract | 5 years | |
ASU 2016-02 | ||
Lessee Lease Description [Line Items] | ||
Operating Lease, Liability | $ 2,800 | |
Right of use assets | $ 2,600 | |
Office Space [Member] | ||
Lessee Lease Description [Line Items] | ||
Option to extend lease, term | 5 years | 5 years |
Office Space [Member] | Chesterfield, MO And Chatsworth, CA [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating leases, term of contract | 35 months | |
Existence of option to extend | true |
Leases - Schedule of Leases (De
Leases - Schedule of Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | ||
Operating lease assets | $ 3,081 | $ 5,826 |
Total leased assets | 3,081 | 5,826 |
Liabilities | ||
Current - Operating | 1,074 | 717 |
Noncurrent - Operating | 2,220 | 5,389 |
Total leased liabilities | 3,294 | 6,106 |
Lease Cost | ||
Net lease cost | $ 1,422 | $ 1,302 |
Lease Term and Discount Rate | ||
Weighted-average remaining lease term (years) | 2 years 8 months 12 days | 5 years |
Weighted-average discount rate | 6.00% | 6.00% |
SG&A and R&D Expenses [Member] | ||
Lease Cost | ||
Operating lease cost | $ 1,352 | $ 1,042 |
Sublease income | (63) | (45) |
R&D Expenses [Member] | ||
Lease Cost | ||
Short term lease cost | $ 133 | $ 305 |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Lease Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Lessee Disclosure [Abstract] | ||
2022 | $ 1,217 | |
2023 | 1,237 | |
2024 | 973 | |
2025 | 168 | |
Total operating lease payments | 3,595 | |
Less: imputed interest | 301 | |
Operating Lease Liability | $ 3,294 | $ 6,106 |
Debt - Additional Information (
Debt - Additional Information (Detail) - USD ($) | Feb. 26, 2021 | Jun. 26, 2020 | May 18, 2020 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 16, 2020 |
Debt Instrument [Line Items] | ||||||
Debt - current | $ 0 | $ 1,141,000 | ||||
Debt - noncurrent | 0 | $ 2,105,000 | ||||
Promissory Note [Member] | Paycheck Protection Program [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 1,100,000 | |||||
Promissory Notes [Member[ | MidFirst Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 2.50% | |||||
Debt instrument maturity date | May 18, 2023 | |||||
Debt instrument outstanding amount | 0 | |||||
Line of credit facility initiation date | Jun. 26, 2020 | |||||
Line of credit facility maximum borrowing capacity | $ 2,000,000 | |||||
Line of credit facility agreement date | May 18, 2020 | |||||
Debt instrument interest rate terms | Pursuant to the Loan Agreement, the Note accrued interest, adjusted monthly, at a rate equal to the greater of (i) 3.25% and (ii) the sum of (a) the quotient of the LIBOR Index divided by (one minus the reserve requirement set by the Federal Reserve), and (b) 2.50%. | |||||
Repayments of line of credit | $ 2,000,000 | |||||
Promissory Notes [Member[ | MidFirst Bank [Member] | Restricted Cash [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deposit account | $ 2,000,000 | |||||
Minimum [Member] | Promissory Notes [Member[ | MidFirst Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3.25% | |||||
Maximum [Member] | Promissory Notes [Member[ | MidFirst Bank [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Line of credit facility maximum borrowing capacity | $ 2,000,000 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (16,006) | $ (6,150) |
Foreign | (126) | 0 |
Loss before income taxes | $ (16,132) | $ (6,150) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Schedule Of Income Tax [Line Items] | ||
Income tax (provision) benefit | $ (2,000) | $ 124,000 |
Increase (decrease) in net valuation allowance | $ (6,000,000) | $ 1,900,000 |
Operating loss carryforwards limitations on use | it has not forfeited the right to carryforward tax losses up to 20 years | |
Tax years subject to examination to extent of NOLs being carried forward | 2002 | |
Maximum [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Right to carryforward tax losses, period | 20 years | |
Tax year subject to examination by the tax authorities | 2021 | |
Minimum [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Tax year subject to examination by the tax authorities | 2002 | |
Federal [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Aggregate amount of net operating loss | $ 64,200,000 | |
Operating loss carryforward | 208,100,000 | |
NOL deferred Tax asset | 144,000 | |
Operating loss carryforward expected to be unavailable | 144,000 | |
State [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Aggregate amount of net operating loss | $ 23,900,000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense Comprised of Current State Taxes and Foreign Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | (2,000) | 28,000 |
Foreign | 0 | (10,000) |
Total current tax (expense) benefit | (2,000) | 18,000 |
Deferred: | ||
Federal | 0 | 84,000 |
State | 0 | 22,000 |
Foreign | 0 | 0 |
Total deferred tax (expense) benefit | 0 | 106,000 |
Total tax (expense) benefit | $ (2,000) | $ 124,000 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 21.00% | 21.00% |
State taxes, net of federal benefits | (20.10%) | 9.40% |
Impact of section 382 study | (10.40%) | 0.00% |
Change in valuation allowance | (0.40%) | (43.80%) |
Transaction costs | (1.00%) | (2.20%) |
Derivative liabilities | 11.70% | 22.40% |
Non-Controlling Interest | (1.90%) | (4.70%) |
Gain on debt extinguishment | 1.50% | 0.00% |
Withholding taxes | 0.00% | (0.20%) |
Other | (0.40%) | 0.00% |
Income tax provision | 0.00% | 1.90% |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2021 | Dec. 31, 2020 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 14,586 | $ 15,478 |
Unearned revenue | 1 | 2 |
Stock-based compensation | 3,677 | 3,881 |
Accrued payroll and benefits | 3 | 236 |
Research and development credits | 16 | 16 |
Fixed asset basis difference | 73 | 84 |
Inventory reserve | 422 | 491 |
Charitable contributions | 2 | 3 |
Income from partnerships | 163 | 0 |
Lease liability | 752 | 1,622 |
Contingent consideration | 456 | 531 |
Allowance for bad debt | 27 | 0 |
Amortized intangibles | 660 | 0 |
Goodwill | 366 | 0 |
Total deferred tax assets | 21,204 | 22,344 |
Deferred tax liabilities: | ||
Right of use asset | (699) | (1,548) |
Amortizable intangibles | 0 | (98) |
Income from Partnerships | 0 | (13) |
Other | 0 | (174) |
Total deferred tax liabilities | (699) | (1,833) |
Less valuation allowance | (20,505) | (20,511) |
Net deferred tax assets | $ 0 | $ 0 |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Unrecognized tax benefit beginning balance | $ 17 | |
Increases for tax positions taken in prior years | $ 2 | |
Increases for tax positions taken in current years | 15 | |
Unrecognized tax benefit ending balance | $ 17 | $ 17 |
Retirement Benefits - Additiona
Retirement Benefits - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer matching contribution, percent | 50.00% | |
Maximum annual contribution per employee, percent | 3.00% | |
Description of defined contribution pension and other postretirement plans | Employees’ rights to employer contributions vest on the one-year anniversary of their date of employment. | |
Defined benefit plan employee vested minimum period, years | 1 year | |
Amount accrued for company's approved discretionary match | $ 0 | $ 0 |
Segment and Geographic Informat
Segment and Geographic Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2021Segment | |
Segment Reporting [Abstract] | |
Number of operating segment | 1 |
Segment and Geographic Inform_2
Segment and Geographic Information - Summary of Revenues Based on Location of Customers (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 6,780 | $ 8,034 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 6,003 | 761 |
Argentina | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 26 | 6,681 |
India | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 7 | 100 |
Africa | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 106 | |
Canada | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 503 | 354 |
Spain | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 225 | |
United Kingdom | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 16 | |
Austria | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 32 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 12,932,206 | 8,090,039 |
Option to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 1,422,195 | 889,759 |
Warrants to Purchase Common Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 11,510,011 | 7,200,280 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Feb. 01, 2022USD ($) | Apr. 30, 2020USD ($)aLease | Mar. 31, 2020USD ($)a | Feb. 28, 2019USD ($)a | Mar. 31, 2020USD ($)a | Dec. 31, 2021USD ($) | Dec. 31, 2020USD ($) | |
Related Party Transaction [Line Items] | |||||||
Royalty fees due | $ 64,000 | $ 80,000 | |||||
Number of lease amendments | Lease | 2 | ||||||
Lease payments | 84,000 | 84,000 | |||||
Mr. Kevin Comcowich [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Acres of land | a | 10 | ||||||
Operating leases, term of contract | 2 years | ||||||
Rent payments | $ 1,200 | ||||||
Out of pocket costs | $ 126,400 | ||||||
Payments received from contractor | $ 44,000 | ||||||
Mr. Kevin Comcowich [Member] | Amendment [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Acres of land | a | 15 | 10 | 10 | ||||
Operating leases, term of contract | 2 years | 2 years | 2 years | ||||
Number of additional properties under lease agreement | two additional 15-acre parcels | two additional 10-acre parcels | |||||
Rent payments | $ 1,200 | $ 1,200 | |||||
Mr. Comcowich [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Total compensation for service | $ 34,000 | ||||||
John Sperling Foundation [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Royalty fees due | $ 64,000 | $ 80,000 |