Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 03, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
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 Common Stock, Shares Outstanding | 1,108,432 | |
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 | 5950 Sherry Lane | |
Entity Address, Address Line Two | Suite 215 | |
Entity Address, City or Town | Dallas | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75225 | |
City Area Code | 214 | |
Local Phone Number | 974-8921 | |
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 Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 13,484 | $ 20,644 |
Short-term investments | 5,023 | 0 |
Accounts receivable and other receivables, net of allowance for doubtful accounts of $1 and $3 as of June 30, 2023 and December 31, 2022, respectively | 630 | 1,287 |
Inventories, net — current | 3,164 | 2,571 |
Assets held for sale | 87 | 87 |
Prepaid expenses and other current assets | 951 | 809 |
Total current assets | 23,339 | 25,398 |
Property and equipment, net | 560 | 704 |
Right of use asset | 1,384 | 1,848 |
Inventories, net — noncurrent | 1,297 | 767 |
Intangible assets, net | 40 | 40 |
Other noncurrent assets | 178 | 165 |
Total assets | 26,798 | 28,922 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,783 | 2,881 |
Operating lease liability — current | 993 | 1,010 |
Total current liabilities | 4,091 | 4,209 |
Operating lease liability — noncurrent | 532 | 1,007 |
Common stock warrant and option liabilities | 2,445 | 806 |
Other noncurrent liabilities | 2,000 | 2,000 |
Total liabilities | 9,068 | 8,022 |
Commitments and contingencies (Note 13) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value - 150,000,000 shares authorized as of June 30, 2023 and December 31, 2022; 1,108,432 and 616,079 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 65 | 65 |
Additional paid-in capital | 284,202 | 278,827 |
Accumulated other comprehensive income | 21 | 0 |
Accumulated deficit | (266,420) | (257,859) |
Total stockholders' equity | 17,868 | 21,033 |
Non-controlling interest | (138) | (133) |
Total stockholders' equity | 17,730 | 20,900 |
Total liabilities and stockholders’ equity | 26,798 | 28,922 |
Related Party [Member] | ||
Current liabilities: | ||
Other current liabilities | 33 | 48 |
Nonrelated Party [Member] | ||
Current liabilities: | ||
Other current liabilities | $ 282 | $ 270 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 1 | $ 3 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 1,108,432 | 616,079 |
Common stock, outstanding | 1,108,432 | 616,079 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Revenues: | ||||
Total revenues | $ 1,389,000 | $ 3,858,000 | $ 2,899,000 | $ 7,078,000 |
Operating expenses (income): | ||||
Cost of revenues | 981,000 | 3,447,000 | 1,806,000 | 6,906,000 |
Research and development | 391,000 | 359,000 | 750,000 | 754,000 |
Gain on sale of Verdeca | 0 | (1,138,000) | 0 | (1,138,000) |
Impairment of intangible asset | 0 | 72,000 | 0 | 72,000 |
Change in fair value of contingent consideration | 0 | (39,000) | 0 | (70,000) |
Impairment of property and equipment | 0 | 346,000 | 0 | 346,000 |
Gain on sale of property and equipment | (7,000) | (58,000) | (26,000) | (386,000) |
Selling, general and administrative | 3,815,000 | 4,652,000 | 8,209,000 | 9,000,000 |
Total operating expenses | 5,180,000 | 7,641,000 | 10,739,000 | 15,484,000 |
Loss from operations | (3,791,000) | (3,783,000) | (7,840,000) | (8,406,000) |
Interest income | 207,000 | 30,000 | 405,000 | 29,000 |
Other (loss) income, net | (13,000) | (44,000) | 19,000 | (3,000) |
Valuation loss on March 2023 PIPE | 0 | 0 | (6,076,000) | 0 |
Change in fair value of common stock warrant and option liabilities | 4,416,000 | 0 | 5,357,000 | 0 |
Issuance and offering costs allocated to liability classified options | 0 | 0 | (430,000) | (27,000) |
Net income (loss) before income taxes | 819,000 | (3,797,000) | (8,565,000) | (8,407,000) |
Income tax provision | (1,000) | 0 | (1,000) | 0 |
Net income (loss) | 818,000 | (3,797,000) | (8,566,000) | (8,407,000) |
Net loss attributable to non-controlling interest | (5,000) | (20,000) | (5,000) | (142,000) |
Net income (loss) attributable to common stockholders | $ 823,000 | $ (3,777,000) | $ (8,561,000) | $ (8,265,000) |
Net income (loss) per share attributable to common stockholders: | ||||
Basic Net income (loss) per share attributable to common stockholders: | $ 0.61 | $ (6.81) | $ (7.7) | $ (14.9) |
Diluted Net income (loss) per share attributable to common stockholders: | $ 0.61 | $ (6.81) | $ (7.7) | $ (14.9) |
Weighted-average number of shares used in per share calculations: | ||||
Weighted average shares - Basic | 1,358,395 | 554,723 | 1,111,915 | 554,700 |
Weighted average shares - Diluted | 1,358,395 | 554,723 | 1,111,915 | 554,700 |
Other comprehensive income, net of tax | ||||
Unrealized gains on available-for-sale securities | $ 21,000 | $ 0 | $ 21,000 | $ 0 |
Other comprehensive income | 21,000 | 0 | 21,000 | 0 |
Comprehensive income (loss) attributable to common stockholders | 844,000 | (3,777,000) | (8,540,000) | (8,265,000) |
Product | ||||
Revenues: | ||||
Total revenues | 1,379,000 | 2,946,000 | 2,889,000 | 6,116,000 |
Royalty | ||||
Revenues: | ||||
Total revenues | 0 | 50,000 | 0 | 100,000 |
License | ||||
Revenues: | ||||
Total revenues | $ 10,000 | $ 862,000 | $ 10,000 | $ 862,000 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | March 2023 PIPE [Member] | Common Stock [Member] | Common Stock [Member] August 2022 Pre-Funded Warrants [Member] | Common Stock [Member] March 2023 Pre-Funded Warrants [Member] | Common Stock [Member] March 2023 PIPE [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] March 2023 PIPE [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income [Member] | Non-Controlling Interest [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2021 | $ 31,196 | $ 63 | $ 257,515 | $ (226,485) | $ 103 | ||||||
Stockholders Equity, Beginning Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021 | 3,392 | 19,390 | (15,998) | ||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2021 | 554,609 | ||||||||||
Issuance of shares related to employee stock purchase plan | 4 | 4 | |||||||||
Issuance of shares related to employee stock purchase plan, Shares | 118 | ||||||||||
Stock-based compensation | 260 | 260 | |||||||||
Net (loss) income | (4,610) | (4,488) | (122) | ||||||||
Stockholders Equity, Ending Balance at Mar. 31, 2022 | 30,242 | $ 63 | 277,169 | (246,971) | (19) | ||||||
Stockholders Equity, Ending Balance, Shares at Mar. 31, 2022 | 554,727 | ||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2021 | 31,196 | $ 63 | 257,515 | (226,485) | 103 | ||||||
Stockholders Equity, Beginning Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021 | 3,392 | 19,390 | (15,998) | ||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2021 | 554,609 | ||||||||||
Net (loss) income | (8,407) | ||||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2022 | 26,768 | $ 63 | 277,492 | (250,748) | (39) | ||||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2022 | 554,727 | ||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2021 | 31,196 | $ 63 | 257,515 | (226,485) | 103 | ||||||
Stockholders Equity, Beginning Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021 | $ 3,392 | 19,390 | (15,998) | ||||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2021 | 554,609 | ||||||||||
Issuance of shares related to Pre-Funded Warrants exercise | 0 | ||||||||||
Net (loss) income | $ (15,600) | ||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2022 | 20,900 | $ 65 | 278,827 | (257,859) | (133) | ||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2022 | 616,079 | ||||||||||
Stockholders Equity, Beginning Balance at Mar. 31, 2022 | 30,242 | $ 63 | 277,169 | (246,971) | (19) | ||||||
Stockholders Equity, Beginning Balance, Shares at Mar. 31, 2022 | 554,727 | ||||||||||
Stock-based compensation | 323 | 323 | |||||||||
Net (loss) income | (3,797) | (3,777) | (20) | ||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2022 | 26,768 | $ 63 | 277,492 | (250,748) | (39) | ||||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2022 | 554,727 | ||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2022 | 20,900 | $ 65 | 278,827 | (257,859) | (133) | ||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2022 | 616,079 | ||||||||||
Issuance of shares | $ 4,740 | $ 4,740 | |||||||||
Issuance of shares, Shares | 165,500 | ||||||||||
Modification of warrants related to March 2023 PIPE | $ 219 | $ 219 | |||||||||
Issuance of shares related to Pre-Funded Warrants exercise | 56,813 | ||||||||||
Issuance of shares related to employee stock purchase plan | 5 | 5 | |||||||||
Issuance of shares related to employee stock purchase plan, Shares | 88 | ||||||||||
Issuance of shares related to reverse stock split | 19,092 | ||||||||||
Stock-based compensation | 212 | 212 | |||||||||
Net (loss) income | (9,384) | (9,384) | |||||||||
Stockholders Equity, Ending Balance at Mar. 31, 2023 | 16,692 | $ 65 | 284,003 | (267,243) | (133) | ||||||
Stockholders Equity, Ending Balance, Shares at Mar. 31, 2023 | 857,572 | ||||||||||
Stockholders Equity, Beginning Balance at Dec. 31, 2022 | $ 20,900 | $ 65 | 278,827 | (257,859) | (133) | ||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2022 | 616,079 | ||||||||||
Issuance of shares related to Pre-Funded Warrants exercise | (307,647) | ||||||||||
Issuance of shares related to reverse stock split | 19,118 | ||||||||||
Net (loss) income | $ (8,566) | ||||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2023 | 17,730 | $ 65 | 284,202 | (266,420) | $ 21 | (138) | |||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2023 | 1,108,432 | ||||||||||
Stockholders Equity, Beginning Balance at Mar. 31, 2023 | 16,692 | $ 65 | 284,003 | (267,243) | (133) | ||||||
Stockholders Equity, Beginning Balance, Shares at Mar. 31, 2023 | 857,572 | ||||||||||
Issuance of shares related to Pre-Funded Warrants exercise | 250,834 | ||||||||||
Issuance of shares related to reverse stock split | 26 | ||||||||||
Stock-based compensation | 199 | 199 | |||||||||
Unrealized gains on available-for-sale securities | 21 | 21 | |||||||||
Net (loss) income | 818 | 823 | (5) | ||||||||
Stockholders Equity, Ending Balance at Jun. 30, 2023 | $ 17,730 | $ 65 | $ 284,202 | $ (266,420) | $ 21 | $ (138) | |||||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2023 | 1,108,432 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||||||
Net loss | $ 818,000 | $ (9,384,000) | $ (3,797,000) | $ (4,610,000) | $ (8,566,000) | $ (8,407,000) | $ (15,600,000) |
Adjustments to reconcile net loss to cash used in operating activities: | |||||||
Change in fair value of common stock warrant and option liabilities | (4,416,000) | 0 | (5,357,000) | 0 | |||
Change in fair value of contingent consideration | 0 | (39,000) | 0 | (70,000) | |||
Issuance and offering costs allocated to liability classified options | 0 | 0 | 430,000 | 27,000 | |||
Valuation loss on March 2023 PIPE | 0 | 0 | 6,076,000 | 0 | |||
Depreciation | 67,000 | 128,000 | 138,000 | 277,000 | |||
Amortization of intangible assets | 0 | 26,000 | |||||
Lease amortization | 357,000 | 420,000 | |||||
Impairment of intangible assets | 0 | 72,000 | 0 | 72,000 | |||
Gain on disposal of property and equipment | (7,000) | (58,000) | (26,000) | (386,000) | |||
Stock-based compensation | 199,000 | 323,000 | 411,000 | 583,000 | |||
Bad debt expense | 0 | 37,000 | |||||
Gain on sale of Verdeca | 0 | (1,138,000) | 0 | (1,138,000) | |||
Write-down of inventories | 169,000 | 1,100,000 | 192,000 | 1,515,000 | |||
Impairment of property and equipment | 0 | 346,000 | 0 | 346,000 | |||
Changes in operating assets and liabilities: | |||||||
Accounts receivable and other receivables | 87,000 | (1,333,000) | |||||
Inventories | (1,316,000) | 1,001,000 | |||||
Prepaid expenses and other current assets | (142,000) | (541,000) | |||||
Other noncurrent assets | (13,000) | 15,000 | |||||
Accounts payable and accrued expenses | (149,000) | (247,000) | |||||
Amounts due to related parties | (16,000) | 19,000 | |||||
Other current liabilities | 12,000 | 8,000 | |||||
Other noncurrent liabilities | 0 | (1,000) | |||||
Operating lease liabilities | (382,000) | (446,000) | |||||
Net cash used in operating activities | (8,264,000) | (8,250,000) | (14,000,000) | ||||
CASH FLOWS FROM INVESTING ACTIVITIES: | |||||||
Proceeds from sale of property and equipment | 7,000 | 54,000 | 37,000 | 841,000 | |||
Proceeds from sale of Verdeca - earn-out received | 569,000 | 0 | |||||
Purchases of property and equipment | (5,000) | (46,000) | |||||
Purchases of investments | (5,002,000) | 0 | |||||
Net cash used by investing activities | (4,401,000) | 795,000 | |||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from ESPP purchases | 5,000 | 4,000 | |||||
Net cash provided by financing activities | 5,505,000 | 4,000 | |||||
Net decrease in cash and cash equivalents | (7,160,000) | (7,451,000) | |||||
Cash and cash equivalents - beginning of period | $ 20,644,000 | $ 28,685,000 | 20,644,000 | 28,685,000 | 28,685,000 | ||
Cash and cash equivalents - end of period | $ 13,484,000 | $ 21,234,000 | 13,484,000 | 21,234,000 | $ 20,644,000 | ||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||
Cash paid for interest | 0 | 1,000 | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Proceeds from sale of property and equipment in accounts receivable and other receivables | 2,000 | 51,000 | |||||
Accounting Standards Update 2020-06 [Member] | |||||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Common stock warrant liabilities reclassified to equity upon adoption of ASU 2020-06 | 0 | 3,392,000 | |||||
March 2023 PIPE [Member] | |||||||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||||||
Proceeds from issuance of common stock, pre-funded warrants and preferred investment options from March 2023 PIPE | 5,997,000 | 0 | |||||
Payments of offering costs relating to March 2023 PIPE | (497,000) | 0 | |||||
NONCASH INVESTING AND FINANCING ACTIVITIES: | |||||||
Common stock options issued to placement agent and included in offering costs related to March 2023 PIPE securities purchase agreement | 212,000 | 0 | |||||
Warrant and option modifications included in Valuation loss on March 2023 PIPE | $ 404,000 | $ 0 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Organization Arcadia Biosciences, Inc. (the "Company," "Arcadia" or "management"), was incorporated in Arizona in 2002 and maintains its headquarters in Dallas, Texas, with additional office space in Davis, California, and additional facilities in American Falls, Idaho. The Company was reincorporated in Delaware in March 2015 . The Company is a producer and marketer of innovative, plant-based food and beverage products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients, 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 acquisition of the assets of Live Zola, LLC (“Zola”) added coconut water to the Company's portfolio of products. In May 2021, the Company’s wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”) 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 July 2022, the Company licensed Saavy Naturals to Radiance Beauty and Wellness, Inc. ("Radiance Beauty"). In July 2023, the Company announced its decision to exit the remaining body care brands, ProVault and Soul Spring. In August 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 6) 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. 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. In November 2020, Arcadia sold its membership interest in Verdeca to Bioceres in a transaction in which Arcadia received cash, shares of Bioceres stock and a royalty stream of up to $ 10.0 million on sales of Haab 4 soybeans (“HB4”). An additional $ 2.0 million in cash is to be paid upon achievement by Verdeca of reaching commercial plantings of at least 200,000 hectares of HB4 or China approving the HB4 soybean trait for “food and feed”. During 2022, Bioceres received China's approval of the HB4 soybean trait and as a result, Arcadia recorded license revenue of $ 862,000 and a gain on sale of Verdeca of $ 1.1 million on the condensed consolidated statements of operations and comprehensive income (loss). The Company received the full payment of $ 2.0 million as of June 30, 2023. Reverse Stock Split In February 2023, the Company’s board of directors approved a reverse split of 40:1 on the Company’s issued and outstanding common stock. On F ebruary 15, 2023, the Company’s stockholders approved the certificate of amendment, which the Company filed on February 27, 2023 with the Secretary of State of Delaware to effect the reverse split on March 1, 2023. As a result of the reverse stock split, additional shares of common stock of 19,118 were issued in lieu of fractional shares. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, Arcadia Wellness, and Archipelago. 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 condensed 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 $ 20,000 and $ 142,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the three and six months ended June 30, 2022, respectively. There was minimal activity during the three and six months ended June 30, 2023. The non-controlling partner’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets. The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023. Liquidity, Capital Resources, and Going Concern The accompanying condensed 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 June 30, 2023, the Company had an accumulated deficit of $ 266.4 million, cash and cash equivalents of $ 13.5 million and short-term investments of $ 5.0 million. For the six months ended June 30, 2023, the Company had a net loss of $ 8.6 million and net cash used in operations of $ 8.3 million. For the twelve months ended December 31, 2022, the Company had net losses of $ 15.6 million and net cash used in operations of $ 14.0 million. With cash and cash equivalents of $ 13.5 million and short-term investments of $ 5.0 million as of June 30, 2023, the Company believes that its existing cash, cash equivalents and short-term investments will not be sufficient to meet its anticipated cash requirements for at least the next 12-18 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 requires 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 product launches. Any of these actions could materially harm the business, results of operations and financial condition. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 adopted ASU No. 2016-13 on January 1, 2023 with an immaterial impact on the Company’s disclosures. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | 3. Inventory Inventory costs are tracked on a lot-identified basis and are included as cost of 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. The write-downs to inventory are included in cost of revenues and are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The Company recorded a write-down of $ 169,000 and $ 192,000 related to packaging materials and hemp seed during the three and six months ended June 30, 2023 , respectively. The Company recorded write-downs of wheat, hemp seed, CBD oil and body care inventories of $ 1.1 million and $ 1.5 million during the three and six months ended June 30, 2022, respectively. If there are significant changes in demand and market conditions, substantial future write-downs of inventory may be required, which would materially increase the Company’s expenses in the period the write down is taken and materially affect the Company’s operating results. Inventories, net consist of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 647 $ 610 Goods in process 88 — Finished goods 3,726 2,728 Inventories $ 4,461 $ 3,338 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Laboratory equipment $ 516 $ 679 Software and computer equipment 412 407 Machinery and equipment 450 450 Furniture and fixtures 83 83 Vehicles 306 306 Leasehold improvements 1,590 1,590 Property and equipment, gross 3,357 3,515 Less: accumulated depreciation and amortization ( 2,797 ) ( 2,811 ) Property and equipment, net $ 560 $ 704 Depreciation expense was $ 67,000 and $ 138,000 for the three and six months ended June 30, 2023 , respectively. Depreciation expense was $ 128,000 and $ 277,000 for the three and six months ended June 30, 2022, respectively. As of December 31, 2022, there was $ 10,000 of construction in progress included in property and equipment that had not been placed into service and was not subject to depreciation. As of June 30, 2023 , there was no construction in progress included in property and equipment. Property and equipment are considered assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property and equipment held for sale prior to the sale date is separately presented, within current assets, on the condensed consolidated balance sheet as assets held for sale. During the three and six months ended June 30, 2023 management sold property and equipment and realized a gain on sale of $ 7,000 and $ 26,000 , respectively, recorded on the c ondensed consolidated statements of operations and comprehensive income (loss), with proceeds of $ 7,000 and $ 37,000 , respectively. During the three and six months ended June 30, 2022, management initiated the sale of property and equipment related to the Davis laboratory and Archipelago, respectively. The Company completed the sale of a portion of such property and equipment with a gain on sale of property and equipment in the amount of $ 58,000 and $ 386,000 recorded on the condensed consolidated statements of operations and comprehensive income (loss) during the three and six months ended June 30, 2022, respectively. The proceeds related to the sale of property and equipment during the three and six months ended June 30, 2022 are $ 54,000 and $ 841,000 , respectively. Property and equipment related to Archipelago, in the amount of $ 87,000 , have been classified as assets held for sale, and are recorded at fair value as of June 30, 2023 and December 31, 2022. The fair value has been estimated using publicly available prices for some of the assets, and business partners' estimates for assets with prices not readily available, due to the relatively small size of the industry in which they can be used. |
Investments and Fair Value Inst
Investments and Fair Value Instruments | 6 Months Ended |
Jun. 30, 2023 | |
Investments And Fair Value Instruments [Abstract] | |
Investments and Fair Value Instruments | 5. Investments and Fair Value Instruments Available-for-Sale Investments The Company classified short-term investments as “available-for-sale.” These short-term investments are free of trading restrictions. The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses are included in accumulated other comprehensive income (loss), which is reflected as a separate component of stockholder’s equity in the condensed consolidated balance sheets. Gains and losses are recognized when realized in the condensed consolidated statements of operations and comprehensive income (loss). The following tables summarize the amortized cost and fair value of the investment securities portfolio at June 30, 2023 and December 31, 2022 and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income: (Dollars in thousands) Amortized Unrealized Unrealized Estimated June 30, 2023 Cash equivalents: Money market funds $ 11,353 $ — $ — $ 11,353 Short-term investments: Treasury bills 5,002 21 — 5,023 Total Assets at Fair Value $ 16,355 $ 21 $ — $ 16,376 (Dollars in thousands) Amortized Unrealized Unrealized Estimated December 31, 2022 Cash equivalents: Money market funds $ 18,620 $ — $ — $ 18,620 Total Assets at Fair Value $ 18,620 $ — $ — $ 18,620 The Company did no t have any investment categories that were in a continuous unrealized loss position for more than twelve months as of June 30, 2023. Fair Value Measurement The fair value of the investment securities at June 30, 2023 were as follows: Fair Value Measurements at June 30, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 11,353 $ — $ — $ 11,353 Short-term investments: Treasury bills 5,023 — — 5,023 Total Assets at Fair Value $ 16,376 $ — $ — $ 16,376 The fair value of the investment securities at December 31, 2022 were as follows: Fair Value Measurements at December 31, 2022 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 18,620 $ — $ — $ 18,620 Total Assets at Fair Value $ 18,620 $ — $ — $ 18,620 The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2023 or 2022. The Company’s financial instruments consist primarily of cash and cash equivalents, short-term investments, accounts receivable and other receivables, accounts payable and accrued liabilities. For short-term investments, accounts receivable and other receivables, accounts payable and accrued liabilities, the carrying amounts of these financial instruments as of June 30, 2023 and December 31, 2022 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, Inc. ("Anawah") acquisition as described in Note 13, as well as preferred investment options related to the March 2023 Private Placement and August 2022 Registered Direct offerings described in Note 9. The contingent liability related to the Anawah acquisition was measured and recorded on a recurring basis as of June 30, 2023 and December 31, 2022, 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 preferred investment option liabilities were measured and recorded on a recurring basis using the Black-Scholes Model with the following assumptions as of June 30, 2023 and December 31, 2022: March 2023 Options - Series A & March 2023 Options - Series B August 2022 Options & August 2022 Placement Agent Options June 30, December 31, June 30, December 31, June 30, December 31, Remaining term (in years) 4.67 — 1.12 — 4.17 4.67 Expected volatility 107.0 % — 85.1 % — 107.6 % 106.2 % Risk-free interest rate 4.2 % — 5.3 % — 4.3 % 4.0 % Expected dividend yield 0 % — 0 % — 0 % 0 % The significant input used in the fair value measurement of the Company’s Level 3 options 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) March 2023 March 2023 March 2023 Placement Agent Options August 2022 August 2022 Contingent Total Balance as of December 31, 2022 $ — $ — $ — $ 767 $ 39 $ 2,000 $ 2,806 Initial recognition 4,324 2,274 212 — — — 6,810 Change in fair value and other adjustments ( 2,604 ) ( 1,929 ) ( 130 ) ( 478 ) ( 30 ) — ( 5,171 ) Balance as of June 30, 2023 $ 1,720 $ 345 $ 82 $ 289 $ 9 $ 2,000 $ 4,445 Assets classified as held for sale are recorded at fair value as of June 30, 2023 . The Company has classified the fair value measurements as a Level 3 measurement in the fair value hierarchy as the fair value has been estimated using publicly available prices for some of the assets, and business partners' estimates for assets with prices not readily available, due to the relatively small size of the industry in which they can be used. |
Consolidated Joint Venture
Consolidated Joint Venture | 6 Months Ended |
Jun. 30, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Consolidated Joint Venture | 6. Consolidated Joint Venture In 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 June 30, 2023, the Company and Legacy hold 50.75 % and 49.25 % interests in Archipelago, respectively, and have made capital contributions to Archipelago of $ 3.1 million and $ 3.0 million, 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 condensed consolidated financial statements after eliminating intercompany transactions. Net loss attributable to non-controlling interest of $ 20,000 and $ 142,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the three and six months ended June 30, 2022, respectively. There was minimal activity during the three and six months ended June 30, 2023. Legacy’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets. Refer to Note 1 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. |
Collaborative Arrangements
Collaborative Arrangements | 6 Months Ended |
Jun. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangements | 7. 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. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Leases | 8. Leases Operating Leases As of June 30, 2023, the Company leases office space in Dallas, TX and Davis, CA 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 third parties. In 2022, the Company terminated its lease for office space in Chesterfield, MO effective September 30, 2022. The original lease term was scheduled to expire in May 2024 . As a result, the Company paid $ 47,000 in early termination fees. In addition, the Company subleased the facility in Chatsworth, CA to Radiance Beauty as part of the licensing agreement beginning November 1, 2022 for the remainder of the lease term. During 2022, the Company entered into an agreement to lease office space in Dallas, TX. The lease commenced in July 2022. Some leases (the Dallas and Davis offices, a warehouse, 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. 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 June 30, 2023 December 31, 2022 Assets Operating lease assets Right of use asset $ 1,384 $ 1,848 Total leased assets $ 1,384 $ 1,848 Liabilities Current - Operating Operating lease liability- current $ 993 $ 1,010 Noncurrent - Operating Operating lease liability- noncurrent 532 1,007 Total leased liabilities $ 1,525 $ 2,017 Lease Cost Classification Three Three Six Six Operating lease cost SG&A and R&D Expenses $ 191 $ 268 $ 381 $ 544 Short term lease cost R&D Expenses 3 8 7 11 Sublease income (1) SG&A and R&D Expenses ( 110 ) ( 90 ) ( 218 ) ( 177 ) Net lease cost $ 84 $ 186 $ 170 $ 378 (1) Sublease income is recorded as a reduction to lease expense. Lease Term June 30, 2023 December 31, 2022 Weighted-average remaining 2.1 2.4 Weighted-average discount rate 6.4 % 6.0 % |
Equity Financing
Equity Financing | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity Financing | 9. Equity Financing March 2023 Private Placement In March 2023, the Company issued in a private placement offering (the “March 2023 Private Placement”) pursuant to a securities purchase agreement (“March 2023 Purchase Agreement”) (i) 165,500 shares of its common stock, (ii) pre-funded common stock purchase warrants (the “March 2023 Pre-Funded Warrants”) to purchase up to 500,834 shares of common stock, at an exercise price of $ 0.0001 per share, (iii) Series A preferred investment options (the “March 2023 Options - Series A") to purchase up to a total of 666,334 shares of common stock, at an exercise price of $ 9.00 per share, and (iv) Series B preferred investment options (the “March 2023 Options - Series B”, and together with the March 2023 Options - Series A, the "March 2023 Options") to purchase up to a total of 666,334 shares of common stock, at an exercise price of $ 9.00 per share, and raised total gross proceeds of $ 6.0 million. The March 2023 Private Placement closed on March 6, 2023. The March 2023 Pre-Funded Warrants became exercisable upon issuance and are exercisable until exercised in full. The March 2023 Options - Series A are exercisable at any time at the option of the holder and expire 5 years from the date of issuance. The March 2023 Options - Series B are exercisable at any time at the option of the holder and expire 1.5 years from the date of issuance. During the three and six months ended June 30, 2023, 250,834 Pre-Funded Warrants were exercised. In connection with the March 2023 Private Placement, the Company entered into preferred investment option amendment agreements (the “Option Amendment Agreements”) with certain investors. Under the Option Amendment Agreements, the Company agreed to amend certain existing warrants and preferred investment options to purchase up to a total of 178,132 shares of common stock that were previously issued to the investors in September 2019, May 2020, July 2020, December 2020, January 2021 and August 2022, with exercise prices of $ 300.80 , $ 191.00 , $ 154.00 , $ 120.00 , $ 125.20 and $ 37.35 per share, respectively (the “Existing Warrants”). Under the Option Amendment Agreements, the Company agreed to lower the exercise price of the Existing Warrants to $ 9.00 per share. In addition, the Company granted to a placement agent preferred investment options to purchase a total of 33,317 shares of Common Stock (the “March 2023 Placement Agent Options”) that have an exercise price per share equal to $ 11.25 and a term of 5 years from the date of issuance. The re-pricing of the Existing Warrants resulted in an increase in fair value of $ 404,000 , of which $ 185,000 of the increase in fair value was related to the August 2022 liability classified options. The increase in fair value related to the re-pricing of Existing Warrants was recognized in Valuation Loss on March 2023 PIPE on the condensed consolidated statements of operations and comprehensive income (loss). The March 2023 Options and March 2023 Placement Agent Options are classified as liabilities within Level 3 due to certain early settlement provisions that preclude them from equity classification. The Company utilized the Black-Scholes Model on March 6, 2023 with the following assumptions for the Series A Investment Options: volatility of 128.55 %, stock price of $ 7.61 and risk-free rate of 4.27 %. The following assumptions were utilized for the Series B Investment Options: volatility of 103.33 %, stock price of $ 7.61 and risk-free rate of 4.97 %. The estimated fair value of the liability classified March 2023 Options issued was $ 6.6 million. The estimated fair value of the common stock option liabilities was subsequently remeasured at June 30, 2023 with the changes recorded on the Company’s condensed consolidated statements of operations and comprehensive income (loss). The estimated fair value of the common stock issued and March 2023 Pre-Funded Warrants was $ 5.1 million. The total estimated fair value of the common stock issued, March 2023 Pre-Funded Warrants and March 2023 Options as of March 6, 2023 exceeded the gross proceeds of the March 2023 Private Placement by $ 5.7 million and this amount was recognized in Valuation Loss on March 2023 PIPE on the condensed consolidated statements of operations and comprehensive income (loss). The March 2023 Placement Agent Options were issued for services performed by the placement agent as part of the March 2023 Private Placement and were treated as offering costs. The value of the March 2023 Placement Agent Options was determined to be $ 212,000 , calculated using the Black-Scholes Model. The Company incurred additional offering costs totaling $ 548,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the March 2023 Private Placement. A total of $ 430,000 was allocated to the common stock option liabilities and expensed while the remaining $ 330,000 was allocated to the common stock and March 2023 Pre-Funded Warrants and offset to additional paid in capital. August 2022 Registered Direct Offering 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 (“2018 Shelf Registration Statement”). On April 21, 2022, the Company filed a shelf Registration Statement on Form S-3 with the SEC which was declared effective on May 12, 2022 (“2022 Shelf Registration Statement”). Each of the 2018 Shelf Registration Statement and the 2022 Shelf Registration Statement 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 $ 50.0 million. The Company ceased being able to use the 2018 Shelf Registration Statement after June 8, 2021, the three-year anniversary of its effective date. The 2022 Shelf Registration Statement may no longer be used after May 12, 2025, the three-year anniversary of its effective date. In August 2022, the Company entered into a securities purchase agreement (the “August 2022 Purchase Agreement”) pursuant to which it sold (i) 61,250 registered shares of its common stock, pursuant to the 2022 Shelf Registration Statement, (ii) pre-funded common stock purchase warrants (the “August 2022 Pre-Funded Warrants”) to purchase up to 56,813 shares of common stock, at an exercise price of $ 0.004 per share, which the August 2022 Pre-Funded Warrants were registered under the 2022 Shelf Registration Statement, and (iii) unregistered preferred investment options (the "August 2022 Options") to purchase up to 118,063 shares of common stock, at an exercise price of $ 37.35 per share, for total gross proceeds of $ 5.0 million (the “August 2022 Registered Direct Offering”). The August 2022 Registered Direct Offering closed on August 16, 2022 . The August 2022 Pre-Funded Warrants became exercisable upon issuance and were fully exercised during the six months ended June 30, 2023. The August 2022 Options became exercisable upon issuance and expire 5 years after the date of issuance. In connection with the August 2022 Registered Direct Offering, the Company granted to a placement agent preferred investment options ("August 2022 Placement Agent Options") to purchase a total of 5,904 shares of common stock that have an exercise price per share equal to $ 52.80 and a term of five years . The August 2022 Options and August 2022 Placement Agent Options are classified as liabilities within Level 3 due to certain early settlement provisions that preclude them from equity classification. The Company utilized the Black-Scholes Model on August 16, 2022 with the following assumptions: volatility of 128.46 %, stock price of $ 37.60 , risk-free rate of 2.97 % and a term of 5 years . The estimated fair value of the common stock option liabilities was subsequently remeasured at June 30, 2023 with the changes recorded on the Company’s condensed consolidated statements of operations and comprehensive income (loss). The August 2022 Placement Agent Options were issued for services performed by the placement agent as part of the August 2022 Registered Direct Offering and were treated as offering costs. The value of the August 2022 Placement Agent Options was determined to be $ 191,000 , calculated using the Black-Scholes Model. The Company incurred additional offering costs totaling $ 488,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the August 2022 Registered Direct Offering. The offering costs, inclusive of the August 2022 Placement Agent Options, totaled $ 679,000 and were allocated to the common stock option liabilities, the common stock and August 2022 Pre-Funded Warrants using their relative fair values. A total of $ 314,000 was allocated to the common stock option liabilities and expensed while the remaining $ 365,000 was allocated to the common stock and August 2022 Pre-Funded Warrants and offset to additional paid in capital. |
Warrants and Options
Warrants and Options | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants and Options | 10. Warrants and Options Equity Classified Common Stock Warrants The Company issued the following warrants to purchase shares of its common stock, which are outstanding as of June 30, 2023 and December 31, 2022, respectively. These warrants are exercisable any time at the option of the holder until their expiration date. Issuance Date Term Exercise Exercised Outstanding at Exercised Outstanding at March 2023 Pre-Funded Warrants March 2023 perpetual $ — — — ( 250,834 ) 250,000 December 2022 Service and Performance Warrants (1) December 2022 5 years $ 11.20 — 1,000 — 1,000 October 2022 Service and Performance Warrants (1) October 2022 5 years $ 16.00 — 1,000 — 1,000 August 2022 Pre-Funded Warrants August 2022 perpetual $ — — 56,813 ( 56,813 ) — January 2021 Placement Agent Warrants January 2021 5.5 years $ 159.60 — 9,846 — 9,846 January 2021 Service and Performance Warrants (1)(3) January 2021 2 years $ 123.20 — 188 — — December 2020 Warrants (4) December 2020 5.5 years $ 9.00 — 16,367 — 16,367 December 2020 Warrants December 2020 5.5 years $ 120.00 — 49,100 — 49,100 December 2020 Placement Agent Warrants December 2020 5 years $ 152.80 — 3,274 — 3,274 July 2020 Warrants (4) July 2020 5.5 years $ 9.00 — 16,036 — 16,036 July 2020 Placement Agent Warrants July 2020 5.5 years $ 198.80 — 802 — 802 May 2020 Warrants (4) May 2020 5 years $ 9.00 — 9,946 — 9,946 May 2020 Warrants May 2020 5 years $ 191.20 — 24,863 — 24,863 May 2020 Placement Agent Warrants May 2020 5 years $ 245.20 — 1,741 — 1,741 March 2020 Service and Performance Warrants (1)(3) March 2020 3 years $ 100.00 — 459 — — September 2019 Placement Agent Warrants September 2019 5 years $ 379.20 — 1,649 — 1,649 June 2019 Placement Agent Warrants June 2019 5 years $ 251.60 — 1,862 — 1,862 April 2019 Service and Performance Warrants (1) April 2019 5 years $ 247.20 — 3,629 — 3,629 June 2018 Placement Agent Warrants (3) June 2018 5 years $ 502.80 — 1,741 — — March 2018 Placement Agent Warrants (3) March 2018 5 years $ 1,662.40 — 376 — — January 2021 Warrants (2)(4) January 2021 5.5 years $ 9.00 — 7,831 — 7,831 January 2021 Warrants (2) January 2021 5.5 years $ 125.20 — 90,629 — 90,629 September 2019 Warrants (2)(4) September 2019 5.5 years $ 9.00 — 9,892 — 9,892 September 2019 Warrants (2) September 2019 5.5 years $ 300.80 — 6,594 — 6,594 June 2019 Warrants (2) June 2019 5.5 years $ 200.00 — 10,896 — 10,896 March 2018 Warrants (2)(3) March 2018 5 years $ 429.20 — 16,036 — — Total — 342,570 ( 307,647 ) 516,957 (1) The Company issued service and performance warrants (“Service and Performance Warrants”) in connection with professional services agreements with non-affiliated third party entities. (2) Certain warrants contain a contingent cash payment feature and therefore were accounted for as a liability at the date of issuance and were adjusted to fair value at each balance sheet date. Upon adoption of ASU No. 2020-06 on January 1, 2022, all of the common stock warrant liabilities have been reclassified to equity classified common stock warrants, due to the elimination of the contingent cash payments as criteria for liability classification. (3) These warrants expired in the during the six months ended June 30, 2023 . (4) These warrants were repriced as part of the March 2023 Private Placement offering. Liability Classified Preferred Investment Options The preferred investment options issued in connection with the March 2023 Private Placement and August 2022 Registered Direct offerings contain certain early settlement provisions that preclude them from equity classification and therefore were accounted for as liabilities at the date of issuance and are adjusted to fair value at each balance sheet date. The change in fair value of the options liabilities is recorded as change in fair value of common stock warrant and option liabilities in the consolidated statements of operations and comprehensive income (loss). The key terms and activity of the liability classified preferred investment options are summarized as follows: Issuance Date Term Exercise Exercised Outstanding at Exercised Outstanding at March 2023 Options - Series A March 2023 5 years $ 9.00 — — — 666,334 March 2023 Options - Series B March 2023 1.5 years $ 9.00 — — — 666,334 March 2023 Placement Agent Options March 2023 5 years $ 11.25 — — — 33,317 August 2022 Options (1) August 2022 5 years $ 9.00 — 118,063 — 118,063 August 2022 Placement Agent Options August 2022 5 years $ 52.80 — 5,904 — 5,904 Total — 123,967 — 1,489,952 (1) These options were repriced as part of the March 2023 Private Placement offering. |
Stock-Based Compensation and Em
Stock-Based Compensation and Employee Stock Purchase Program | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock-Based Compensation and Employee Stock Purchase Program | 11. 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 3,860 shares of common stock reserved for future issuance, which included 259 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, there might be alternative vesting schedules, as approved by the Board. 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 3,000 shares. On February 2, 2022, Sta nley Jacot, Jr. was hired as the new president and chief executive officer of the Company. The Company granted Mr. Jacot an inducement stock option to purchase 7,902 shares of the Company’s common stock pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Company has filed a registration statement on Form S-8 to register the issuance of shares upon exercise of this inducement stock option. The inducement options grants have been issued outside of the 2015 Plan, but are subject to the terms and conditions of the 2015 Plan. As of June 30, 2023, a total of 86,834 shares of common stock were reserved for issuance under the 2015 Plan, of which 10,660 shares of common stock are available for future grant. As of June 30, 2023 , a total of 103 and 76,174 options are outstanding under the 2006 and 2015 Plans, respectively. As of December 31, 2022, a total of 103 and 51,421 options were outstanding under the 2006 and 2015 Plans, respectively. A total of 8,477 inducement options were outstanding as of June 30, 2023 and December 31, 2022. 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, 2022 60,002 $ 114.80 $ — Options granted 26,021 6.38 — Options exercised — — — Options forfeited ( 1,058 ) 39.05 39,062 Options expired ( 210 ) 118.35 — Outstanding — Balance at June 30, 2023 84,755 $ 82.21 $ — Vested and expected to vest — June 30, 2023 76,998 $ 87.98 $ — Exercisable — June 30, 2023 35,364 $ 155.85 $ — 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 its Board of Directors for each of the respective periods. As of June 30, 2023 , there was $ 969,000 of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 2.2 years. 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 the Black-Scholes option-pricing model with the following weighted-average assumption: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Expected term (years) 7.20 6.85 7.06 6.61 Expected volatility 124 % 123 % 124 % 122 % Risk-free interest rate 3.59 % 2.85 % 3.61 % 2.48 % Dividend yield — — — — The Company recognized $ 199,000 and $ 411,000 of compensation expense for stock options awards during the three and six months ended June 30, 2023 , respectively. The Company recognized $ 323,000 and $ 583,000 of compensation expense for stock options awards for the three and six months ended June 30, 2022, 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 June 30, 2023, the number of shares of common stock reserved for future issuance under the ESPP is 9,170 . The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of June 30, 2023 , 1,563 shares had been issued under the ESPP. The Company recorded $ 2,000 and $ 3,000 of ESPP related compensation expense during the three and six months ended June 30, 2023 , respectively. The Company recorded $ 1,000 and $ 2,000 of ESPP related compensation expense for the three and six months ended June 30, 2022, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 12. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items that are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or as the tax environment changes. The interim financial statement provision for income taxes is different from the amounts computed by applying the United States federal statutory income tax rate of 21 %. The Company’s effective tax rate was 0.00 % for each of the three and six months ended June 30, 2023 and 2022. The difference between the effective tax rate and the federal statutory rate of 21 % was primarily due to the full valuation allowance recorded on the Company’s net deferred tax assets. During the six months ended June 30, 2023 , there were no material changes to the Company’s uncertain tax positions. In February 2023, the Company received notification from the Internal Revenue Service that our Archipelago joint venture was selected for audit for the 2021 tax year. The Opening Conference was held on April 24, 2023. Management received the IRS agent’s Initial Document Request in April 2023. The Company is currently not under audit for state purposes. |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 13. Commitments and Contingencies Leases The Company leases office and laboratory 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 8. 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 In June 2005 , the Company completed its agreement and plan of merger and reorganization with 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. During 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 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. During 2019, the Company determined that one of the technologies was no longer active and decided to abandon the previously accrued program. As of June 30, 2023 , the Company continues to pursue or are otherwise liable for 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 condensed consolidated balance sheet as an other noncurrent liability. Contingent Liability Related to the ISI Acquisition In August 2020, the Company acquired by merger 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 3,316 shares of the Company’s common stock, subject to the achievement of revenue milestones in 2021 and 2022. The contingent consideration was measured and recorded at fair value. The contingent consideration liability was remeasured quarterly with changes in fair value recorded on the condensed consolidated statements of operations and comprehensive income (loss). During 2022, the contingent consideration liability was fully written down as the probability of achievement of the 2022 revenue milestone was remote. 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. 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. |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share | 14. Net Income (Loss) per Share Basic net income (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 income (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. Dilutive securities are not included in the computation of net income (loss) per share when the impact would 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): For the Three and Six Months Ended June 30, 2023 2022 Options to purchase common stock 84,755 57,092 Warrants to purchase common stock 266,957 283,751 Preferred investment options 1,489,952 — Total 1,841,664 340,843 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 15. 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. 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 $ 33,000 and $ 48,000 as of June 30, 2023 and December 31, 2022 , respectively, and are included in the condensed consolidated balance sheets as amounts due to related parties. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 16. Subsequent Events Management has evaluated subsequent events through August 10, 2023, the date that the financial statements were available to be issued. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Organization | Organization Arcadia Biosciences, Inc. (the "Company," "Arcadia" or "management"), was incorporated in Arizona in 2002 and maintains its headquarters in Dallas, Texas, with additional office space in Davis, California, and additional facilities in American Falls, Idaho. The Company was reincorporated in Delaware in March 2015 . The Company is a producer and marketer of innovative, plant-based food and beverage products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients, 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 acquisition of the assets of Live Zola, LLC (“Zola”) added coconut water to the Company's portfolio of products. In May 2021, the Company’s wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”) 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 July 2022, the Company licensed Saavy Naturals to Radiance Beauty and Wellness, Inc. ("Radiance Beauty"). In July 2023, the Company announced its decision to exit the remaining body care brands, ProVault and Soul Spring. In August 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 6) 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. 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. In November 2020, Arcadia sold its membership interest in Verdeca to Bioceres in a transaction in which Arcadia received cash, shares of Bioceres stock and a royalty stream of up to $ 10.0 million on sales of Haab 4 soybeans (“HB4”). An additional $ 2.0 million in cash is to be paid upon achievement by Verdeca of reaching commercial plantings of at least 200,000 hectares of HB4 or China approving the HB4 soybean trait for “food and feed”. During 2022, Bioceres received China's approval of the HB4 soybean trait and as a result, Arcadia recorded license revenue of $ 862,000 and a gain on sale of Verdeca of $ 1.1 million on the condensed consolidated statements of operations and comprehensive income (loss). The Company received the full payment of $ 2.0 million as of June 30, 2023. |
Reverse Stock Split | Reverse Stock Split In February 2023, the Company’s board of directors approved a reverse split of 40:1 on the Company’s issued and outstanding common stock. On F ebruary 15, 2023, the Company’s stockholders approved the certificate of amendment, which the Company filed on February 27, 2023 with the Secretary of State of Delaware to effect the reverse split on March 1, 2023. As a result of the reverse stock split, additional shares of common stock of 19,118 were issued in lieu of fractional shares. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, Arcadia Wellness, and Archipelago. 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 condensed 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 $ 20,000 and $ 142,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the three and six months ended June 30, 2022, respectively. There was minimal activity during the three and six months ended June 30, 2023. The non-controlling partner’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets. The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023. |
Liquidity, Capital Resources, and Going Concern | Liquidity, Capital Resources, and Going Concern The accompanying condensed 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 June 30, 2023, the Company had an accumulated deficit of $ 266.4 million, cash and cash equivalents of $ 13.5 million and short-term investments of $ 5.0 million. For the six months ended June 30, 2023, the Company had a net loss of $ 8.6 million and net cash used in operations of $ 8.3 million. For the twelve months ended December 31, 2022, the Company had net losses of $ 15.6 million and net cash used in operations of $ 14.0 million. With cash and cash equivalents of $ 13.5 million and short-term investments of $ 5.0 million as of June 30, 2023, the Company believes that its existing cash, cash equivalents and short-term investments will not be sufficient to meet its anticipated cash requirements for at least the next 12-18 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 requires 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 product launches. Any of these actions could materially harm the business, results of operations and financial condition. |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories, net consist of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 647 $ 610 Goods in process 88 — Finished goods 3,726 2,728 Inventories $ 4,461 $ 3,338 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): June 30, 2023 December 31, 2022 Laboratory equipment $ 516 $ 679 Software and computer equipment 412 407 Machinery and equipment 450 450 Furniture and fixtures 83 83 Vehicles 306 306 Leasehold improvements 1,590 1,590 Property and equipment, gross 3,357 3,515 Less: accumulated depreciation and amortization ( 2,797 ) ( 2,811 ) Property and equipment, net $ 560 $ 704 |
Investments and Fair Value In_2
Investments and Fair Value Instruments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Investments And Fair Value Instruments [Abstract] | |
Summary of Amortized Cost and Fair Value of Investment Securities Portfolio | The following tables summarize the amortized cost and fair value of the investment securities portfolio at June 30, 2023 and December 31, 2022 and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income: (Dollars in thousands) Amortized Unrealized Unrealized Estimated June 30, 2023 Cash equivalents: Money market funds $ 11,353 $ — $ — $ 11,353 Short-term investments: Treasury bills 5,002 21 — 5,023 Total Assets at Fair Value $ 16,355 $ 21 $ — $ 16,376 (Dollars in thousands) Amortized Unrealized Unrealized Estimated December 31, 2022 Cash equivalents: Money market funds $ 18,620 $ — $ — $ 18,620 Total Assets at Fair Value $ 18,620 $ — $ — $ 18,620 |
Summary of Fair Value of Investment Securities | The fair value of the investment securities at June 30, 2023 were as follows: Fair Value Measurements at June 30, 2023 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 11,353 $ — $ — $ 11,353 Short-term investments: Treasury bills 5,023 — — 5,023 Total Assets at Fair Value $ 16,376 $ — $ — $ 16,376 The fair value of the investment securities at December 31, 2022 were as follows: Fair Value Measurements at December 31, 2022 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 18,620 $ — $ — $ 18,620 Total Assets at Fair Value $ 18,620 $ — $ — $ 18,620 |
Summary of Preferred Investment Option Liabilities Measured and Recorded on Recurring Basis using Black-Scholes Model | The preferred investment option liabilities were measured and recorded on a recurring basis using the Black-Scholes Model with the following assumptions as of June 30, 2023 and December 31, 2022: March 2023 Options - Series A & March 2023 Options - Series B August 2022 Options & August 2022 Placement Agent Options June 30, December 31, June 30, December 31, June 30, December 31, Remaining term (in years) 4.67 — 1.12 — 4.17 4.67 Expected volatility 107.0 % — 85.1 % — 107.6 % 106.2 % Risk-free interest rate 4.2 % — 5.3 % — 4.3 % 4.0 % Expected dividend yield 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) March 2023 March 2023 March 2023 Placement Agent Options August 2022 August 2022 Contingent Total Balance as of December 31, 2022 $ — $ — $ — $ 767 $ 39 $ 2,000 $ 2,806 Initial recognition 4,324 2,274 212 — — — 6,810 Change in fair value and other adjustments ( 2,604 ) ( 1,929 ) ( 130 ) ( 478 ) ( 30 ) — ( 5,171 ) Balance as of June 30, 2023 $ 1,720 $ 345 $ 82 $ 289 $ 9 $ 2,000 $ 4,445 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Lessee Disclosure [Abstract] | |
Schedule of Leases | Leases consisted of the following (in thousands): Leases Classification June 30, 2023 December 31, 2022 Assets Operating lease assets Right of use asset $ 1,384 $ 1,848 Total leased assets $ 1,384 $ 1,848 Liabilities Current - Operating Operating lease liability- current $ 993 $ 1,010 Noncurrent - Operating Operating lease liability- noncurrent 532 1,007 Total leased liabilities $ 1,525 $ 2,017 Lease Cost Classification Three Three Six Six Operating lease cost SG&A and R&D Expenses $ 191 $ 268 $ 381 $ 544 Short term lease cost R&D Expenses 3 8 7 11 Sublease income (1) SG&A and R&D Expenses ( 110 ) ( 90 ) ( 218 ) ( 177 ) Net lease cost $ 84 $ 186 $ 170 $ 378 (1) Sublease income is recorded as a reduction to lease expense. Lease Term June 30, 2023 December 31, 2022 Weighted-average remaining 2.1 2.4 Weighted-average discount rate 6.4 % 6.0 % |
Warrants and Options (Tables)
Warrants and Options (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Warrants and Rights Note Disclosure [Abstract] | |
Summary of Warrants Issued to Purchase Common Stock | The Company issued the following warrants to purchase shares of its common stock, which are outstanding as of June 30, 2023 and December 31, 2022, respectively. These warrants are exercisable any time at the option of the holder until their expiration date. Issuance Date Term Exercise Exercised Outstanding at Exercised Outstanding at March 2023 Pre-Funded Warrants March 2023 perpetual $ — — — ( 250,834 ) 250,000 December 2022 Service and Performance Warrants (1) December 2022 5 years $ 11.20 — 1,000 — 1,000 October 2022 Service and Performance Warrants (1) October 2022 5 years $ 16.00 — 1,000 — 1,000 August 2022 Pre-Funded Warrants August 2022 perpetual $ — — 56,813 ( 56,813 ) — January 2021 Placement Agent Warrants January 2021 5.5 years $ 159.60 — 9,846 — 9,846 January 2021 Service and Performance Warrants (1)(3) January 2021 2 years $ 123.20 — 188 — — December 2020 Warrants (4) December 2020 5.5 years $ 9.00 — 16,367 — 16,367 December 2020 Warrants December 2020 5.5 years $ 120.00 — 49,100 — 49,100 December 2020 Placement Agent Warrants December 2020 5 years $ 152.80 — 3,274 — 3,274 July 2020 Warrants (4) July 2020 5.5 years $ 9.00 — 16,036 — 16,036 July 2020 Placement Agent Warrants July 2020 5.5 years $ 198.80 — 802 — 802 May 2020 Warrants (4) May 2020 5 years $ 9.00 — 9,946 — 9,946 May 2020 Warrants May 2020 5 years $ 191.20 — 24,863 — 24,863 May 2020 Placement Agent Warrants May 2020 5 years $ 245.20 — 1,741 — 1,741 March 2020 Service and Performance Warrants (1)(3) March 2020 3 years $ 100.00 — 459 — — September 2019 Placement Agent Warrants September 2019 5 years $ 379.20 — 1,649 — 1,649 June 2019 Placement Agent Warrants June 2019 5 years $ 251.60 — 1,862 — 1,862 April 2019 Service and Performance Warrants (1) April 2019 5 years $ 247.20 — 3,629 — 3,629 June 2018 Placement Agent Warrants (3) June 2018 5 years $ 502.80 — 1,741 — — March 2018 Placement Agent Warrants (3) March 2018 5 years $ 1,662.40 — 376 — — January 2021 Warrants (2)(4) January 2021 5.5 years $ 9.00 — 7,831 — 7,831 January 2021 Warrants (2) January 2021 5.5 years $ 125.20 — 90,629 — 90,629 September 2019 Warrants (2)(4) September 2019 5.5 years $ 9.00 — 9,892 — 9,892 September 2019 Warrants (2) September 2019 5.5 years $ 300.80 — 6,594 — 6,594 June 2019 Warrants (2) June 2019 5.5 years $ 200.00 — 10,896 — 10,896 March 2018 Warrants (2)(3) March 2018 5 years $ 429.20 — 16,036 — — Total — 342,570 ( 307,647 ) 516,957 (1) The Company issued service and performance warrants (“Service and Performance Warrants”) in connection with professional services agreements with non-affiliated third party entities. (2) Certain warrants contain a contingent cash payment feature and therefore were accounted for as a liability at the date of issuance and were adjusted to fair value at each balance sheet date. Upon adoption of ASU No. 2020-06 on January 1, 2022, all of the common stock warrant liabilities have been reclassified to equity classified common stock warrants, due to the elimination of the contingent cash payments as criteria for liability classification. (3) These warrants expired in the during the six months ended June 30, 2023 . (4) These warrants were repriced as part of the March 2023 Private Placement offering. |
Summary of Key Terms and Activity of Liability Classified Preferred Investment Options | The key terms and activity of the liability classified preferred investment options are summarized as follows: Issuance Date Term Exercise Exercised Outstanding at Exercised Outstanding at March 2023 Options - Series A March 2023 5 years $ 9.00 — — — 666,334 March 2023 Options - Series B March 2023 1.5 years $ 9.00 — — — 666,334 March 2023 Placement Agent Options March 2023 5 years $ 11.25 — — — 33,317 August 2022 Options (1) August 2022 5 years $ 9.00 — 118,063 — 118,063 August 2022 Placement Agent Options August 2022 5 years $ 52.80 — 5,904 — 5,904 Total — 123,967 — 1,489,952 (1) These options were repriced as part of the March 2023 Private Placement offering. |
Stock-Based Compensation and _2
Stock-Based Compensation and Employee Stock Purchase Program (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Share-Based Payment Arrangement [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, 2022 60,002 $ 114.80 $ — Options granted 26,021 6.38 — Options exercised — — — Options forfeited ( 1,058 ) 39.05 39,062 Options expired ( 210 ) 118.35 — Outstanding — Balance at June 30, 2023 84,755 $ 82.21 $ — Vested and expected to vest — June 30, 2023 76,998 $ 87.98 $ — Exercisable — June 30, 2023 35,364 $ 155.85 $ — |
Weighted-Average Fair Value Assumption of Stock Option Awards | The fair value of stock option awards was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumption: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Expected term (years) 7.20 6.85 7.06 6.61 Expected volatility 124 % 123 % 124 % 122 % Risk-free interest rate 3.59 % 2.85 % 3.61 % 2.48 % Dividend yield — — — — |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
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): For the Three and Six Months Ended June 30, 2023 2022 Options to purchase common stock 84,755 57,092 Warrants to purchase common stock 266,957 283,751 Preferred investment options 1,489,952 — Total 1,841,664 340,843 |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Nov. 30, 2020 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Place of incorporation | Arizona | |||||||
Year of incorporation | 2002 | |||||||
Place of reincorporation | Delaware | |||||||
Date of reincorporation | 2015-03 | |||||||
Gain on sale of Verdeca | $ 0 | $ 1,138,000 | $ 0 | $ 1,138,000 | ||||
License revenue | 1,389,000 | 3,858,000 | 2,899,000 | 7,078,000 | ||||
Net loss attributable to non-controlling interest | (5,000) | (20,000) | (5,000) | (142,000) | ||||
Accumulated deficit | (266,420,000) | (266,420,000) | $ (257,859,000) | |||||
Cash and cash equivalents | 13,484,000 | 13,484,000 | 20,644,000 | |||||
Short-term investments | 5,023,000 | 5,023,000 | 0 | |||||
Net loss | 818,000 | $ (9,384,000) | $ (3,797,000) | $ (4,610,000) | (8,566,000) | (8,407,000) | (15,600,000) | |
Net cash used in operations | (8,264,000) | $ (8,250,000) | (14,000,000) | |||||
Remaining accounts receivable and other receivables | $ 630,000 | $ 630,000 | 1,287,000 | |||||
Reverse stock split | In February 2023, the Company’s board of directors approved a reverse split of 40:1 on the Company’s issued and outstanding common stock. | |||||||
Additional shares of common stock of reverse stock split | 19,118 | |||||||
Verdeca LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Gain on sale of Verdeca | 1,100,000 | |||||||
Bioceres Crop Solutions [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
License revenue | $ 862,000 | |||||||
Bioceres Crop Solutions [Member] | Verdeca LLC [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Additional cash receivable from sale of interest in joint venture | $ 2,000,000 | |||||||
Payment received on accounts and other receivable | $ 2,000,000 | |||||||
Bioceres Crop Solutions [Member] | Verdeca LLC [Member] | Maximum [Member] | ||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||||
Cash shares and royalty receivable | $ 10,000,000 |
Recent Accounting Pronounceme_2
Recent Accounting Pronouncements - Additional Information (Detail) - Accounting Standards Update 2016-13 [Member] | Jan. 01, 2023 |
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. 01, 2023 |
Change in accounting principle, accounting standards update, immaterial effect [true false] | true |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | ||||
Write-down of inventories | $ 169,000 | $ 1,100,000 | $ 192,000 | $ 1,515,000 |
Inventory - Summary of Inventor
Inventory - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 647 | $ 610 |
Goods in process | 88 | 0 |
Finished goods | 3,726 | 2,728 |
Inventories | $ 4,461 | $ 3,338 |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 3,357 | $ 3,515 |
Less accumulated depreciation and amortization | (2,797) | (2,811) |
Property and equipment, net | 560 | 704 |
Laboratory equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 516 | 679 |
Software and computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 412 | 407 |
Machinery and equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 450 | 450 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 83 | 83 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 306 | 306 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 1,590 | $ 1,590 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |||||
Depreciation expense | $ 67,000 | $ 128,000 | $ 138,000 | $ 277,000 | |
Property and equipment, gross | 3,357,000 | 3,357,000 | $ 3,515,000 | ||
Gain on sale of property and equipment | 7,000 | 58,000 | 26,000 | 386,000 | |
Proceeds from sale of property and equipment | 7,000 | $ 54,000 | 37,000 | $ 841,000 | |
Property and equipment classified as assets held for sale, fair value | 87,000 | 87,000 | 87,000 | ||
Construction in Progress [Member] | |||||
Property Plant And Equipment [Line Items] | |||||
Property and equipment, gross | $ 0 | $ 0 | $ 10,000 |
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 | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 16,355 | $ 18,620 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 16,376 | 18,620 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 11,353 | 18,620 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 11,353 | $ 18,620 |
Short-term Investments [Member] | Treasury Bills [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,002 | |
Unrealized Gains | 21 | |
Unrealized Losses | 0 | |
Estimated Fair Value | $ 5,023 |
Investments and Fair Value In_4
Investments and Fair Value Instruments - Additional Information (Detail) | Jun. 30, 2023 USD ($) |
Investments, Debt and Equity Securities [Abstract] | |
Investment in continuous unrealized loss position for more than twelve months | $ 0 |
Investments and Fair Value In_5
Investments and Fair Value Instruments - Summary of Fair Value of Investments Securities (Detail) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 16,376 | $ 18,620 |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 11,353 | 18,620 |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 16,376 | 18,620 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 11,353 | 18,620 |
Level 2 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 0 | 0 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Level 3 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | $ 0 |
Short-term Investments [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 5,023 | |
Short-term Investments [Member] | Level 1 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 5,023 | |
Short-term Investments [Member] | Level 2 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Short-term Investments [Member] | Level 3 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 0 |
Investments and Fair Value In_6
Investments and Fair Value Instruments - Summary of Preferred Investment Option Liabilities Measured and Recorded on Recurring Basis using Black-Scholes Model (Detail) - Level 3 [Member] | Jun. 30, 2023 | Dec. 31, 2022 |
Remaining Term [Member] | March 2023 Options - Series A & March 2023 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 4 years 8 months 1 day | 0 years |
Remaining Term [Member] | March 2023 Options - Series B [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 1 year 1 month 13 days | 0 years |
Remaining Term [Member] | August 2022 Options & August 2022 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Remaining term (in years) | 4 years 2 months 1 day | 4 years 8 months 1 day |
Expected Volatility [Member] | March 2023 Options - Series A & March 2023 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 107 | 0 |
Expected Volatility [Member] | March 2023 Options - Series B [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 85.1 | 0 |
Expected Volatility [Member] | August 2022 Options & August 2022 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 107.6 | 106.2 |
Risk-Free Interest Rate [Member] | March 2023 Options - Series A & March 2023 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 4.2 | 0 |
Risk-Free Interest Rate [Member] | March 2023 Options - Series B [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 5.3 | 0 |
Risk-Free Interest Rate [Member] | August 2022 Options & August 2022 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 4.3 | 4 |
Expected Dividend Yield [Member] | March 2023 Options - Series A & March 2023 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 0 | 0 |
Expected Dividend Yield [Member] | March 2023 Options - Series B [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, measurement input | 0 | 0 |
Expected Dividend Yield [Member] | August 2022 Options & August 2022 Placement Agent Options [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items] | ||
Preferred investment options liability, 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] $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | $ 2,806 |
Initial recognition | 6,810 |
Change in fair value and other adjustments | (5,171) |
Ending Balance | 4,445 |
March 2023 Options - Series A [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 0 |
Initial recognition | 4,324 |
Change in fair value and other adjustments | (2,604) |
Ending Balance | 1,720 |
March 2023 Options - Series B [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 0 |
Initial recognition | 2,274 |
Change in fair value and other adjustments | (1,929) |
Ending Balance | 345 |
March 2023 Placement Agent Options [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 0 |
Initial recognition | 212 |
Change in fair value and other adjustments | (130) |
Ending Balance | 82 |
August 2022 Options [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 767 |
Initial recognition | 0 |
Change in fair value and other adjustments | (478) |
Ending Balance | 289 |
August 2022 Placement Agent Options [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 39 |
Initial recognition | 0 |
Change in fair value and other adjustments | (30) |
Ending Balance | 9 |
Contingent Liabilities [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Beginning Balance | 2,000 |
Initial recognition | 0 |
Change in fair value and other adjustments | 0 |
Ending Balance | $ 2,000 |
Consolidated Joint Venture - Ad
Consolidated Joint Venture - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | |||
Aug. 09, 2019 Individual | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | |
Schedule Of Equity Method Investments [Line Items] | |||||
Net loss attributable to noncontrolling interest | $ 5,000 | $ 20,000 | $ 5,000 | $ 142,000 | |
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% | 50.75% | |||
Capital contributions | $ 3,100,000 | $ 3,100,000 | |||
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% | 49.25% | |||
Capital contributions | $ 3,000,000 | $ 3,000,000 |
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 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2023 | |
Lessee Lease Description [Line Items] | ||
Operating lease term, expiration | 2024-05 | |
Early termination fees | $ 47,000 | |
Existence of option to extend | true | |
Lease option to extend, description | Some leases (the Dallas and Davis offices, a warehouse, 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 | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Option to extend lease, term | 6 years |
Leases - Schedule of Leases (De
Leases - Schedule of Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Assets | |||||
Operating lease assets | $ 1,384 | $ 1,384 | $ 1,848 | ||
Total leased assets | 1,384 | 1,384 | 1,848 | ||
Liabilities | |||||
Current - Operating | 993 | 993 | 1,010 | ||
Noncurrent - Operating | 532 | 532 | 1,007 | ||
Total leased liabilities | 1,525 | 1,525 | $ 2,017 | ||
Lease Cost | |||||
Net lease cost | $ 84 | $ 186 | $ 170 | $ 378 | |
Lease Term and Discount Rate | |||||
Weighted-average remaining lease term (years) | 2 years 1 month 6 days | 2 years 1 month 6 days | 2 years 4 months 24 days | ||
Weighted-average discount rate | 6.40% | 6.40% | 6% | ||
SG&A and R&D Expenses [Member] | |||||
Lease Cost | |||||
Operating lease cost | $ 191 | 268 | $ 381 | 544 | |
Sublease income | (110) | (90) | (218) | (177) | |
R&D Expenses [Member] | |||||
Lease Cost | |||||
Short term lease cost | $ 3 | $ 8 | $ 7 | $ 11 |
Arcadia Wellness Acquisition -
Arcadia Wellness Acquisition - Schedule of Unaudited Pro-forma Condensed Consolidated Results of Operations (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||||
Weighted average shares - Basic | 1,358,395 | 554,723 | 1,111,915 | 554,700 |
Weighted average shares - Diluted | 1,358,395 | 554,723 | 1,111,915 | 554,700 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets, Net (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Impairment of intangible asset | $ 0 | $ 72 | $ 0 | $ 72 |
Equity Financing - Additional I
Equity Financing - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Mar. 06, 2023 | Aug. 16, 2022 | Mar. 31, 2023 | Aug. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Jan. 31, 2021 | Dec. 31, 2020 | Jul. 31, 2020 | May 31, 2020 | Sep. 30, 2019 | |
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Change in fair value of common stock warrant and option liabilities | $ 4,416,000 | $ 0 | $ 5,357,000 | $ 0 | ||||||||||
Exercised during the period | (307,647) | 0 | ||||||||||||
Maximum [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Proceeds from issuance, aggregate offering prices | $ 50,000,000 | |||||||||||||
Common Stock and Pre-Funded Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Remaining offering costs allocated to common stock and offset to additional paid in capital | $ 330,000 | $ 365,000 | ||||||||||||
August 2022 Purchase Agreement [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Shares of common stock issued | 61,250 | |||||||||||||
Offering closing period | Aug. 16, 2022 | |||||||||||||
August 2022 Purchase Agreement [Member] | Pre Funded Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warrant issued, shares of common stock called by warrant | 56,813 | |||||||||||||
Warrants issued, exercise price | $ 0.004 | |||||||||||||
August 2022 Purchase Agreement [Member] | Preferred Investment Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Shares of common stock issued | 118,063 | |||||||||||||
Exercise price | $ 37.35 | |||||||||||||
Proceeds from issuance of common stock, pre-funded warrants and preferred investment options from March 2023 PIPE | $ 5,000,000 | |||||||||||||
Warrants expiration period | 5 years | |||||||||||||
March 2023 Placement Agent Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Issuance costs allocated to liability preferred options | $ 430,000 | |||||||||||||
March 2023 Options and March 2023 Placement Agent Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Expected volatility | 128.55% | |||||||||||||
Stock price | $ 7.61 | |||||||||||||
Risk-free interest rate | 4.27% | |||||||||||||
March 2023 Options and March 2023 Placement Agent Options [Member] | Series B Preferred Investment Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Expected volatility | 103.33% | |||||||||||||
Stock price | $ 7.61 | |||||||||||||
Risk-free interest rate | 4.97% | |||||||||||||
August 2022 Options and August 2022 Placement Agent Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Expected volatility | 128.46% | |||||||||||||
Stock price | $ 37.6 | |||||||||||||
Risk-free interest rate | 2.97% | |||||||||||||
Expected term | 5 years | |||||||||||||
August 2022 Placement Agent Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Fair value assumptions, value | $ 191,000 | |||||||||||||
Offering costs | 488,000 | |||||||||||||
Issuance costs allocated to liability preferred options | 314,000 | |||||||||||||
August 2022 Placement Agent Options [Member] | Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Offering costs | $ 679,000 | |||||||||||||
August 2022 Placement Agent Options [Member] | August 2022 Purchase Agreement [Member] | Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warrant issued, shares of common stock called by warrant | 5,904 | |||||||||||||
Warrants issued, exercise price | $ 52.8 | |||||||||||||
Warrant, exercisable term | 5 years | |||||||||||||
March 2023 Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Estimated fair value of liability options | $ 6,600,000 | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Purchase Agreement [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Shares of common stock issued | 165,500 | |||||||||||||
Offering costs | 548,000 | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Purchase Agreement [Member] | Series A Preferred Investment Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Shares of common stock issued | 666,334 | |||||||||||||
Exercise price | $ 9 | |||||||||||||
Options expiration period | 5 years | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Purchase Agreement [Member] | Series A and B Preferred Investment Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Shares of common stock issued | 666,334 | |||||||||||||
Exercise price | $ 9 | |||||||||||||
Proceeds from issuance of common stock and warrants gross | $ 6,000,000 | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Purchase Agreement [Member] | Series B Preferred Investment Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Options expiration period | 1 year 6 months | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Purchase Agreement [Member] | Pre Funded Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warrant issued, shares of common stock called by warrant | 500,834 | |||||||||||||
Warrants issued, exercise price | $ 0.0001 | |||||||||||||
Exercised during the period | 250,834 | 250,834 | ||||||||||||
March 2023 Private Placement [Member] | March 2023 Purchase Agreement [Member] | Common Stock and Pre-Funded Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Fair value of common stock and pre-funded warrants | 5,100,000 | |||||||||||||
March 2023 Private Placement [Member] | Option Amendment Agreements [Member] | Preferred Investment Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warrant issued, shares of common stock called by warrant | 178,132 | |||||||||||||
March 2023 Private Placement [Member] | Option Amendment Agreements [Member] | Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warrants issued, exercise price | $ 9 | $ 37.35 | $ 125.2 | $ 120 | $ 154 | $ 191 | $ 300.8 | |||||||
March 2023 Private Placement [Member] | March 2023 Placement Agent Options [Member] | Preferred Investment Options [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Shares of common stock issued | 33,317 | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Placement Agent Options [Member] | March 2023 Purchase Agreement [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Common stock options issued to placement agent and included in offering costs | $ 212,000 | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Placement Agent Options [Member] | March 2023 Purchase Agreement [Member] | Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warrant modification included in valuation loss | $ 404,000 | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Placement Agent Options [Member] | Option Amendment Agreements [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Exercise price | $ 11.25 | $ 11.25 | ||||||||||||
Warrant, exercisable term | 5 years | |||||||||||||
March 2023 Private Placement [Member] | August 2022 Placement Agent Options [Member] | August 2022 Purchase Agreement [Member] | Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Warrant modification included in valuation loss | $ 185,000 | |||||||||||||
March 2023 Private Placement [Member] | March 2023 Options [Member] | March 2023 Purchase Agreement [Member] | Common Stock and Pre-Funded Warrants [Member] | ||||||||||||||
Class Of Warrant Or Right [Line Items] | ||||||||||||||
Estimated fair value, loss | $ 5,700,000 |
Warrants and Options - Summary
Warrants and Options - Summary of Warrants Issued to Purchase Common Stock (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Class Of Warrant Or Right [Line Items] | ||
Exercised during the period | (307,647) | 0 |
Outstanding | 516,957 | 342,570 |
March 2023 Pre-Funded Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2023-03 | |
Term | perpetual | |
Exercise Price Per Share | $ 0 | |
Exercised during the period | (250,834) | 0 |
Outstanding | 250,000 | 0 |
December 2022 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2022-12 | |
Term | 5 years | |
Exercise Price Per Share | $ 11.2 | |
Exercised during the period | 0 | 0 |
Outstanding | 1,000 | 1,000 |
October 2022 Service and Performance Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2022-10 | |
Term | 5 years | |
Exercise Price Per Share | $ 16 | |
Exercised during the period | 0 | 0 |
Outstanding | 1,000 | 1,000 |
August 2022 Pre-Funded Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2022-08 | |
Term | perpetual | |
Exercise Price Per Share | $ 0 | |
Exercised during the period | (56,813) | 0 |
Outstanding | 0 | 56,813 |
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 | $ 159.60 | |
Exercised during the period | 0 | 0 |
Outstanding | 9,846 | 9,846 |
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 | $ 123.2 | |
Exercised during the period | 0 | 0 |
Outstanding | 0 | 188 |
December 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-12 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 16,367 | 16,367 |
December 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-12 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 120 | |
Exercised during the period | 0 | 0 |
Outstanding | 49,100 | 49,100 |
December 2020 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-12 | |
Term | 5 years | |
Exercise Price Per Share | $ 152.80 | |
Exercised during the period | 0 | 0 |
Outstanding | 3,274 | 3,274 |
July 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-07 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 16,036 | 16,036 |
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 | $ 198.80 | |
Exercised during the period | 0 | 0 |
Outstanding | 802 | 802 |
May 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-05 | |
Term | 5 years | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 9,946 | 9,946 |
May 2020 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-05 | |
Term | 5 years | |
Exercise Price Per Share | $ 191.20 | |
Exercised during the period | 0 | 0 |
Outstanding | 24,863 | 24,863 |
May 2020 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2020-05 | |
Term | 5 years | |
Exercise Price Per Share | $ 245.20 | |
Exercised during the period | 0 | 0 |
Outstanding | 1,741 | 1,741 |
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 | $ 100 | |
Exercised during the period | 0 | 0 |
Outstanding | 0 | 459 |
September 2019 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-09 | |
Term | 5 years | |
Exercise Price Per Share | $ 379.20 | |
Exercised during the period | 0 | 0 |
Outstanding | 1,649 | 1,649 |
June 2019 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-06 | |
Term | 5 years | |
Exercise Price Per Share | $ 251.60 | |
Exercised during the period | 0 | 0 |
Outstanding | 1,862 | 1,862 |
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 | $ 247.20 | |
Exercised during the period | 0 | 0 |
Outstanding | 3,629 | 3,629 |
June 2018 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-06 | |
Term | 5 years | |
Exercise Price Per Share | $ 502.80 | |
Exercised during the period | 0 | 0 |
Outstanding | 0 | 1,741 |
March 2018 Placement Agent Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-03 | |
Term | 5 years | |
Exercise Price Per Share | $ 1,662.4 | |
Exercised during the period | 0 | 0 |
Outstanding | 0 | 376 |
January 2021 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2021-01 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 7,831 | 7,831 |
January 2021 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2021-01 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 125.2 | |
Exercised during the period | 0 | 0 |
Outstanding | 90,629 | 90,629 |
September 2019 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-09 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 9,892 | 9,892 |
September 2019 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-09 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 300.8 | |
Exercised during the period | 0 | 0 |
Outstanding | 6,594 | 6,594 |
June 2019 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2019-06 | |
Term | 5 years 6 months | |
Exercise Price Per Share | $ 200 | |
Exercised during the period | 0 | 0 |
Outstanding | 10,896 | 10,896 |
March 2018 Warrants [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Issuance Date | 2018-03 | |
Term | 5 years | |
Exercise Price Per Share | $ 429.2 | |
Exercised during the period | 0 | 0 |
Outstanding | 0 | 16,036 |
Warrants and Options - Summar_2
Warrants and Options - Summary of Warrants Issued to Purchase Common Stock (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2023 | |
January 2021 Service and Performance Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant expiration month and year | 2023-06 |
March 2020 Service and Performance Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant expiration month and year | 2023-06 |
March 2018 Placement Agent Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant expiration month and year | 2023-06 |
March 2018 Warrants [Member] | |
Class of Warrant or Right [Line Items] | |
Warrant expiration month and year | 2023-06 |
Warrants and Options - Summar_3
Warrants and Options - Summary of Key Terms and Activity of Liability Classified Preferred Investment Options (Detail) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
March 2023 Options - Series A [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Issuance Date | 2023-03 | |
Term | 5 years | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 666,334 | 0 |
March 2023 Options - Series B [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Issuance Date | 2023-03 | |
Term | 1 year 6 months | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 666,334 | 0 |
March 2023 Placement Agent Options [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Issuance Date | 2023-03 | |
Term | 5 years | |
Exercise Price Per Share | $ 11.25 | |
Exercised during the period | 0 | 0 |
Outstanding | 33,317 | 0 |
August 2022 Options [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Issuance Date | 2022-08 | |
Term | 5 years | |
Exercise Price Per Share | $ 9 | |
Exercised during the period | 0 | 0 |
Outstanding | 118,063 | 118,063 |
August 2022 Placement Agent Options [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Issuance Date | 2022-08 | |
Term | 5 years | |
Exercise Price Per Share | $ 52.8 | |
Exercised during the period | 0 | 0 |
Outstanding | 5,904 | 5,904 |
March 2023, August 2022 Options and Placement Agent Options [Member] | ||
Option Indexed to Issuer's Equity [Line Items] | ||
Exercised during the period | 0 | 0 |
Outstanding | 1,489,952 | 123,967 |
Stock-Based Compensation and _3
Stock-Based Compensation and Employee Stock Purchase Program - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Feb. 02, 2022 shares | May 20, 2015 shares | May 14, 2015 | Jun. 30, 2019 shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) IncentivePlan shares | Jun. 30, 2022 USD ($) | Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity incentive plans | IncentivePlan | 2 | ||||||||
Shares Subject to Outstanding, Options granted | 26,021 | ||||||||
Total number of options outstanding | 84,755 | 84,755 | 60,002 | ||||||
Intrinsic value of options exercised | $ | $ 0 | ||||||||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 969,000 | $ 969,000 | |||||||
Weighted-average remaining recognition period | 2 years 2 months 12 days | ||||||||
Stock-based compensation | $ | $ 199,000 | $ 323,000 | $ 411,000 | $ 583,000 | |||||
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 | 9,170 | 9,170 | |||||||
Stock-based compensation | $ | $ 2,000 | $ 1,000 | $ 3,000 | $ 2,000 | |||||
Percentage in payroll deductions to acquire shares of common stock | 15% | ||||||||
Purchase plan offering period | 6 months | ||||||||
Employees are able to purchase company's common stock on first trading day of offering period, percentage | 85% | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 1,563 | ||||||||
First offering period, start date | May 14, 2015 | ||||||||
First offering period, end date | Feb. 01, 2016 | ||||||||
Inducement Stock Option [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total number of options outstanding | 8,477 | 8,477 | 8,477 | ||||||
Inducement Stock Option [Member] | Stanley Jacot, Jr. [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Shares Subject to Outstanding, Options granted | 7,902 | ||||||||
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 3,860 shares of common stock reserved for future issuance, which included 259 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 | 3,860 | 86,834 | 86,834 | ||||||
Options vesting period | 4 years | ||||||||
Additional shares authorized for issuance under the plan | 3,000 | ||||||||
Common stock available for future grant | 10,660 | 10,660 | |||||||
Total number of options outstanding | 76,174 | 76,174 | 51,421 | ||||||
2015 Omnibus Equity Incentive Plan [Member] | Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options exercisable period | 10 years | ||||||||
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 | 259 | ||||||||
Total number of options outstanding | 103 | 103 | 103 |
Stock-Based Compensation and _4
Stock-Based Compensation and Employee Stock Purchase Program - Summary of Activity Under Stock Incentive Plans (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) $ / shares shares | |
Share-Based Payment Arrangement [Abstract] | |
Shares Subject to Outstanding, Beginning Balance | shares | 60,002 |
Shares Subject to Outstanding, Options granted | shares | 26,021 |
Shares Subject to Outstanding, Options exercised | shares | 0 |
Shares Subject to Outstanding, Options Forfeited | shares | (1,058) |
Shares Subject to Outstanding, Options Expired | shares | (210) |
Shares Subject to Outstanding, Ending Balance | shares | 84,755 |
Shares Subject to Outstanding, Vested and expected to vest | shares | 76,998 |
Shares Subject to Outstanding, Exercisable | shares | 35,364 |
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ / shares | $ 114.80 |
Weighted-Average Exercise Price Per Share, Options granted | $ / shares | 6.38 |
Weighted-Average Exercise Price Per Share, Options exercised | $ / shares | 0 |
Weighted-Average Exercise Price Per Share, Options forfeited | $ / shares | 39.05 |
Weighted-Average Exercise Price Per Share, Options expired | $ / shares | 118.35 |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | $ / shares | 82.21 |
Weighted Average Exercise Price Per Share, Vested and expected to vest | $ / shares | 87.98 |
Weighted Average Exercise Price Per Share, Exercisable | $ / shares | $ 155.85 |
Aggregate Intrinsic Value, Beginning Balance | $ | $ 0 |
Aggregate Intrinsic Value, Options Granted | $ | 0 |
Aggregate Intrinsic Value, Options Exercised | $ | 0 |
Aggregate Intrinsic Value, Options Forfeited | $ | 39,062 |
Aggregate Intrinsic Value, Options Expired | $ | 0 |
Aggregate Intrinsic Value, Ending Balance | $ | 0 |
Aggregate Intrinsic Value, Vested and expected to vest | $ | 0 |
Aggregate Intrinsic Value, Exercisable | $ | $ 0 |
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] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 7 years 2 months 12 days | 6 years 10 months 6 days | 7 years 21 days | 6 years 7 months 9 days |
Expected volatility | 124% | 123% | 124% | 122% |
Risk-free interest rate | 3.59% | 2.85% | 3.61% | 2.48% |
Dividend yield | 0% | 0% | 0% | 0% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Federal statutory tax rate | 21% | |||
Effective tax rate | 0% | 0% | 0% | 0% |
Uncertain tax positions | $ 0 | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Aug. 31, 2020 USD ($) Installment shares | Jun. 30, 2023 USD ($) | Dec. 31, 2010 USD ($) Program | Dec. 31, 2022 USD ($) | Jun. 30, 2005 USD ($) | |
Commitments And Contingencies [Line Items] | |||||
Other noncurrent liability | $ 2,000,000 | $ 2,000,000 | |||
Anawah, Inc [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Contingent liability | $ 3,000,000 | $ 5,000,000 | |||
Date of merger and reorganization | Jun. 30, 2005 | ||||
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] | |||||
Remaining amount paid in multiple installments | $ 280,000 | ||||
Industrial Seed Innovations [Member] | Common Stock [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Number of annual installment of common stock shares payable | Installment | 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% | ||||
Minimum [Member] | Industrial Seed Innovations [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating leases, term of contract | 1 year | ||||
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% | ||||
Maximum [Member] | Industrial Seed Innovations [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Operating leases, term of contract | 3 years | ||||
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 | 3,316 |
Net Income (Loss) per Share - S
Net Income (Loss) per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities not included in the diluted per share calculations, amount | 1,841,664 | 340,843 | 1,841,664 | 340,843 |
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 | 84,755 | 57,092 | 84,755 | 57,092 |
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 | 266,957 | 283,751 | 266,957 | 283,751 |
Preferred Investment Options [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities not included in the diluted per share calculations, amount | 1,489,952 | 0 | 1,489,952 | 0 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | Jun. 30, 2023 | Dec. 31, 2022 |
John Sperling Foundation [Member] | ||
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 33,000 | $ 48,000 |