Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2015 | Jun. 17, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | RKDA | |
Entity Registrant Name | ARCADIA BIOSCIENCES, INC. | |
Entity Central Index Key | 1,469,443 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 43,581,694 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 11,278 | $ 16,571 |
Accounts receivable | 150 | 1,042 |
Unbilled revenue | 170 | 380 |
Inventories - current | 521 | 424 |
Prepaid expenses and other current assets | 254 | 278 |
Total current assets | 12,373 | 18,695 |
Property and equipment, net | 663 | 728 |
Inventories - noncurrent | 2,101 | 2,149 |
Cost method investment | 500 | 500 |
Other noncurrent assets | 3,783 | 2,817 |
Total assets | 19,420 | 24,889 |
Current liabilities: | ||
Accounts payable and accrued expenses | 3,381 | 3,197 |
Amounts due to related parties | 78 | 56 |
Promissory notes - current | 1,082 | 1,055 |
Convertible promissory notes | 3,281 | 4,551 |
Unearned revenue - current | 1,255 | 830 |
Derivative liabilities related to convertible promissory notes | 2,979 | 1,580 |
Total current liabilities | 12,056 | 11,269 |
Promissory notes - noncurrent | 588 | 869 |
Note payable to related party | 8,000 | 8,000 |
Unearned revenue - noncurrent | 3,075 | 3,636 |
Other noncurrent liabilities | 3,000 | 3,000 |
Total liabilities | $ 26,719 | $ 26,774 |
Stockholders' deficit: | ||
Convertible preferred stock, no par value-94,586,346 shares authorized as of March 31, 2015 and December 31, 2014; 93,540,163 issued and outstanding as of March 31, 2015 and December 31, 2014; aggregate liquidation preferences of $93,540 as of March 31, 2015 | ||
Common stock, no par value, 140,000,000 shares authorized as of March 31, 2015 and December 31, 2014; 2,077,782 and 2,074,030 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively | $ 0 | $ 0 |
Additional paid-in capital | 27,898 | 29,204 |
Accumulated deficit | (119,773) | (113,970) |
Total stockholders' deficit | (91,875) | (84,766) |
Total liabilities, redeemable and convertible preferred stock and stockholders' deficit | 19,420 | 24,889 |
Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock | 35,793 | 34,098 |
Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock | $ 48,783 | $ 48,783 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Convertible preferred stock, no par value | $ 0 | $ 0 |
Convertible preferred stock, authorized | 94,586,346 | 94,586,346 |
Convertible preferred stock, issued | 93,540,163 | 93,540,163 |
Convertible preferred stock, outstanding | 93,540,163 | 93,540,163 |
Convertible preferred stock, aggregate liquidation preferences | $ 93,540 | |
Common stock, no par value | $ 0 | $ 0 |
Common stock, authorized | 140,000,000 | 140,000,000 |
Common stock, issued | 2,077,782 | 2,074,030 |
Common stock, outstanding | 2,077,782 | 2,074,030 |
Redeemable Convertible Preferred Stock [Member] | ||
Convertible preferred stock, no par value | $ 0 | $ 0 |
Convertible preferred stock, authorized | 10,553,770 | 10,553,770 |
Convertible preferred stock, issued | 9,822,283 | 9,822,283 |
Convertible preferred stock, outstanding | 9,822,283 | 9,822,283 |
Convertible preferred stock, aggregate liquidation preferences | $ 35,254 | |
Convertible Preferred Stock [Member] | ||
Convertible preferred stock, no par value | $ 0 | $ 0 |
Convertible preferred stock, authorized | 94,586,346 | 94,586,346 |
Convertible preferred stock, issued | 93,540,163 | 93,540,163 |
Convertible preferred stock, outstanding | 93,540,163 | 93,540,163 |
Convertible preferred stock, aggregate liquidation preferences | $ 93,540 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Revenues: | ||
Product | $ 81 | $ 134 |
License | 158 | 176 |
Contract research and government grants | 576 | 1,067 |
Total revenues (which includes $23 and $23 from related parties - Note 8) | 815 | 1,377 |
Operating expenses: | ||
Cost of product revenues | 56 | 91 |
Research and development | 1,832 | 1,983 |
Selling, general and administrative | 2,638 | 1,885 |
Total operating expenses | 4,526 | 3,959 |
Loss from operations | (3,711) | (2,582) |
Interest expense | (467) | (384) |
Other expense, net | (1,396) | (21) |
Net loss before income taxes and equity in loss of unconsolidated entity | (5,574) | (2,987) |
Income tax provision | (229) | (93) |
Equity in loss of unconsolidated entity | (396) | |
Net loss and comprehensive loss | (5,803) | (3,476) |
Accretion of redeemable convertible preferred stock to redemption value | (1,695) | |
Deemed dividend to warrant holder | (197) | |
Net loss attributable to common stockholders | $ (7,695) | $ (3,476) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (3.71) | $ (1.69) |
Weighted-average number of shares used in per share calculations: | ||
Basic and diluted | 2,075,407 | 2,056,559 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Statement [Abstract] | ||
Revenues from related parties | $ 23 | $ 23 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (5,803) | $ (3,476) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 72 | 94 |
Equity in loss of unconsolidated entity | 396 | |
Stock-based compensation | 387 | 201 |
Common stock warrants issued for services | 56 | |
Change in fair value of derivative liabilities related to convertible promissory notes | 1,399 | 21 |
Accretion of debt discount | 141 | 150 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 892 | 550 |
Amounts due from related parties | 100 | |
Unbilled revenue | 210 | (191) |
Inventories | (49) | (424) |
Prepaid expenses and other current assets | 24 | |
Other noncurrent assets | 8 | |
Accounts payable and accrued expenses | 235 | 533 |
Amounts due to related parties | 22 | 5 |
Unearned revenue | (136) | (141) |
Net cash used in operating activities | (2,598) | (2,126) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cost method investment in Bioceres | (700) | |
Purchases of property and equipment | (7) | |
Net cash used in investing activities | (7) | (700) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Capital lease payments | (19) | |
Payments for deferred offering costs | (1,238) | |
Proceeds from issuance of common stock | 2 | |
Proceeds from issuance of redeemable convertible preferred stock and common stock warrants, net of issuance costs | 884 | |
Payments on notes payable and convertible promissory notes | (1,452) | (359) |
Net cash (used in) provided by financing activities | (2,688) | 506 |
Net decrease in cash and cash equivalents | (5,293) | (2,320) |
Cash and cash equivalents - beginning of period | 16,571 | 2,835 |
Cash and cash equivalents - end of period | 11,278 | $ 515 |
Noncash investing and financing activities: | ||
Change in deferred offering costs included in accounts payable and accrued expenses | (264) | |
Accretion of redeemable convertible preferred stock | 1,695 | |
Deemed dividend to warrant holder | $ 197 |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 1. Significant Accounting Policies Organization Arcadia Biosciences, Inc. (the “Company” or “we” or “our” or “us”), was incorporated in the state of Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in Seattle, Washington; Phoenix, Arizona; and American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. The Company pursues agriculture-based biotechnology business opportunities that improve the environment and human health. The Company is an agricultural biotechnology trait company with an extensive and diversified portfolio of late-stage crop productivity and product quality traits addressing multiple crops that supply the global food and feed markets. Its traits are focused on high-value enhancements that increase crop yields by enabling plants to more efficiently manage environmental and nutrient stresses, and that enhance the quality and value of agricultural products. In February 2012, the Company formed Verdeca LLC (“Verdeca”, see Note 3), which is jointly owned with Bioceres, Inc. (“Bioceres USA”), a U.S. wholly owned subsidiary of Bioceres, S.A. (“Bioceres”), an Argentine corporation. Bioceres is an agricultural investment and development cooperative. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. Reverse Stock Split In April 2015, the Company’s board of directors approved a certificate of amendment of the Company’s amended and restated certificate of incorporation to effect a reverse split of the Company’s issued and outstanding common stock at a one-for-four ratio. In May 2015, the Company’s stockholders approved the certificate of amendment, and on May 8, 2015, the Company filed the certificate of amendment with the Secretary of State of Delaware to effect the reverse split. The par value and authorized shares of common stock and convertible preferred stock were not adjusted as a result of the reverse split. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. The financial statements have also been retroactively adjusted to reflect a proportional adjustment to the conversion ratio for each series of redeemable convertible preferred stock and convertible preferred stock that will be effected in connection with the reverse stock split. Initial Public Offering In May 2015, the Company completed an initial public offering (“IPO”), and subsequently in June 2015, the Company completed the sale of additional shares upon exercise of the underwriters’ over-allotment option. In connection with the IPO, the Company sold 8,528,306 shares of common stock at $8.00 per share, which raised approximately $58.3 million in proceeds, net of underwriting discounts and commissions and offering expenses, as further discussed in Note 9 “Subsequent Events.” Unaudited Interim Financial Information The interim condensed consolidated balance sheet as of March 31, 2015, and the condensed consolidated statements of operations and comprehensive loss, and cash flows for the three months ended March 31, 2015 and 2014 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of our financial information. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2014 included herein was derived from the audited consolidated financial statements as of that date. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the prospectus dated May 14, 2015 that forms a part of the Company’s Registration Statement on Form S-1, filed with the SEC pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and Verdeca LLC. All intercompany balances and transactions have been eliminated in consolidation. 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 Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, costs to complete government grants and research contracts, and the development period of revenue-generating technologies and the estimation of inventory reserves. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to the Company’s IPO, are capitalized. The deferred offering costs will be offset against IPO proceeds upon the consummation of the offering. The Company has recorded $3.7 million and $2.8 million of deferred offering costs in other noncurrent assets on the condensed consolidated balance sheet as of March 31, 2015 and December 31, 2014, respectively. Net Loss per Share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, convertible promissory notes, convertible preferred stock, redeemable convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. The Company’s convertible preferred stock are considered to be participating securities as they are entitled to participate in undistributed earnings with shares of common stock. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. SONOVA ® Proprietary safflower plants are grown, producing seed with high gamma linolenic acid (GLA) content. This seed is used for subsequent plantings or processed, and sold as GLA oil. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops and costs to process and store harvested seed. Inventory costs are tracked on a lot-identified basis, valued at the lower of cost or market, and are included as cost of product revenues when sold. The Company provides for inventory reserves when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additionally, the Company provides reserves for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable period to reduce the carrying amount to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The Company had inventory reserves of $1.7 million as of March 31, 2015 and December 31, 2014 relating to reserves recorded in 2014 primarily as a result of changes in conditions of specific customers and regulatory delays for the use of its Sonova products by certain new industries. The inventories—current line item in the balance sheet consists of the cost of oil inventory forecasted to be sold in the next 12 months, as of the balance sheet date. The inventories—noncurrent line item consists of oil and seed inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date. Raw materials inventories consist primarily of seed production costs incurred by our contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. Inventories are categorized as follows (in thousands): March 31, 2015 December 31, 2014 Raw materials $ 1,062 $ 1,004 Finished goods 1,560 1,569 Inventories $ 2,622 $ 2,573 Fair Value of Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. The carrying values of the Company’s promissory notes, convertible promissory notes, and notes payable approximate their fair values as of March 31, 2015 and December 31, 2014 as the market rates currently available to the Company and other assumptions have not changed significantly. The Company’s money market funds are highly liquid and considered Level 1 assets. As of March 31, 2015 and December 31, 2014, the Company had $11.0 million and $16.2 million in money market funds that are included in cash and cash equivalents on the consolidated balance sheets. The Company’s Level 3 liabilities measured and recorded on a recurring basis consist of derivative liabilities related to the convertible promissory note. The following table sets forth a summary of the changes in the fair value and other adjustments of these derivative liabilities (in thousands): Three Month Ended March 31, 2015 2014 Beginning balance $ 1,580 $ 1,192 Change in fair value and other adjustments 1,399 21 Ending balance $ 2,979 $ 1,213 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 3 Months Ended |
Mar. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | 2. Investment in Unconsolidated Entity Limagrain Cereal Seeds LLC The Company owns a 35% ownership position in Limagrain Cereal Seeds, LLC (“LCS.”) The remaining 65% of LCS is owned by Vilmorin & Cie, a major global producer and marketer of field crop and vegetable seeds and affiliate of Groupe Limagrain (“Limagrain”), through its wholly owned subsidiary, Vilmorin USA (“VUSA”). LCS improves and develops new wheat and barley varieties utilizing genetic and breeding resources, as well as advanced technologies from Limagrain and the Company. Funding for LCS comes from an initial pro rata equity investment from each partner and with subsequent financing in the form of debt from VUSA. As of December 31, 2014, the debt balance was $13.5 million with a maturity date of January 15, 2015. The maturity date was extended to July 15, 2015 and an additional $1.0 million was funded by VUSA in January 2015, also due July 15, 2015. While it is the Company’s expectation that VUSA will provide LCS with additional debt financing as needed, should additional capital in the form of equity be necessary to support the operations of LCS, the Company has the option to fund its pro rata share of such cash or elect to have its ownership percentage diluted. As of March 31, 2015 and December 31, 2014, the Company’s investment in LCS has been reduced to $0 as a result of its equity method loss pick-up. |
Variable Interest Entity
Variable Interest Entity | 3 Months Ended |
Mar. 31, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entity | 3. Variable Interest Entity In February 2012, the Company formed Verdeca LLC, which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development company owned by approximately 230 shareholders, including some of South America’s largest soybean growers. Verdeca was formed to develop and license soybean traits using both partners’ agricultural technologies. Both the Company and Bioceres incur expenses in support of specific agreed activities on behalf of Verdeca, as defined by joint work plans, which apply fair market value to each partner’s activities. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. Unequal contributions of services are equalized by the partners through cash payments. An agreement executed in conjunction with the formation of Verdeca specifies that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. The Company determined that its commitment to purchase common stock in Bioceres, S.A. as a means to provide capital to Verdeca resulted in a de facto agency relationship between the Company and Bioceres. The Company considers qualitative factors in assessing the primary beneficiary which include understanding the purpose and design of the VIE, associated risks that the VIE creates, activities that could be directed by the Company, and the expected relative impact of those activities on the economic performance of the VIE. Based on an evaluation of these factors, the Company concluded that it is the primary beneficiary of Verdeca. As a result of the agreement to fund future contributions by Bioceres, the Company purchased common stock of Bioceres, S.A. in the amount of $500,000 in January 2013. Additional common stock purchases were made in the amount of $700,000 in January 2014, $250,000 in April 2014, and $500,000 in August 2014. The Company’s remaining maximum commitment to purchase stock in Bioceres, S.A. under the original funding agreement amounted to $2.0 million for 2014 and $1.2 million for 2015. In September 2014, the Company and Bioceres, S.A. entered into an agreement to reduce the annual commitment for 2014 to $500,000 from the original $2.0 million and to eliminate the 2015 commitment amount of $1.2 million. In consideration for these amendments, the Company surrendered 1,832 shares of Bioceres, S.A. held by the Company. The Company recorded an expense of $1.5 million related to this agreement, which is classified as research and development expense in the consolidated statement of operations for the year ended December 31, 2014. In addition, the Company has a right to require Bioceres, S.A. to repurchase any shares of common stock then owned by the Company upon the occurrence of certain events specified in the agreement, and similarly, Bioceres, S.A. has the right to require the Company to sell back any shares of common stock owned by the Company under certain circumstances. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amount of $163,000 and $346,000 for the three months ended March 31, 2015 and 2014, respectively. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt Long-term Debt Long-term debt consisted of the following (in thousands): March 31, 2015 December 31, 2014 Note payable to related party $ 8,000 $ 8,000 Promissory note 1,670 1,924 Total 9,670 9,924 Less current portion (1,082 ) (1,055 ) Long-term portion $ 8,588 $ 8,869 In July 2012, a 36-month $8.0 million term note was executed with Moral Compass Corporation (“MCC”), the Company’s largest stockholder, and is subordinate to the promissory notes and convertible promissory notes. The interest rate on the loan was prime plus 2%, with interest only paid monthly in arrears. The principal was due in full at maturity in July 2015. On November 10, 2014, the Company and MCC entered into an amendment to the $8.0 million term loan under which the maturity date was extended to the first to occur of the following dates: (i) April 1, 2016, (ii) the date of an Event of Default, or (iii) a date designated by MCC, by notice to the Company, no earlier than the 20th day following consummation by the Company of an equity financing with gross proceeds to the Company of at least $50 million. In addition, the interest rate remained at prime plus 2% through December 31, 2014, and was amended to increase to 11% per annum thereafter until maturity. The balance of the note, inclusive of accrued interest, was approximately $8.0 million as of March 31, 2015 and December 31, 2014. Accrued interest of $75,000 and $36,000 are recorded in amounts due to related parties on the balance sheet as of March 31, 2015 and December 31, 2014, respectively. This term note was paid off in full in April 2015, as discussed in Note 9 “Subsequent Events.” Promissory notes were executed with an unrelated party in August 2013 and November 2013 in the amounts of $2.0 million and $1.1 million, respectively. The interest rate on the notes was 10% with principal and interest due in 36 equal monthly installments over the course of their respective three-year terms. Monthly principal and interest on the $2.0 million note was $65,000. Monthly principal and interest on the $1.1 million note is $35,000. The balance of the promissory notes, inclusive of accrued interest, was $1.7 million as of March 31, 2015. These notes were paid off in full in April 2015, as discussed in Note 9 “Subsequent Events.” Convertible Promissory Notes A note and warrant purchase agreement was executed in September 2013, with Mahyco International Pte Ltd., (“Mahyco”), a licensee of the Company’s technologies. The Company issued two notes under this agreement in the amounts of $0.5 million in September 2013 and $4.5 million in December 2013, both of which are subordinate to the promissory notes. The interest on the notes is prime plus 2%, compounded monthly over the course of the five-year terms ending September and December 2018 and is payable on the maturity dates. At any time during the term, the lender may convert all or part of the outstanding balance of the note (including principal and accrued but unpaid interest) into common stock of the Company at $16.52 per share. At its option, Mahyco may offset future fee payments to the Company against the outstanding balance of the note (including principal and accrued but unpaid interest). Mahyco has the right to demand immediate settlement of a portion of the outstanding balance of the convertible promissory note, the amount of which shall be mutually agreed by the Company and the lender prior to such settlement. The Company recorded a derivative liability for the initial fair value of the settlement obligation. The derivative liability is valued using the binomial lattice option-pricing method. The lender has the right, at its option, to place another $5.0 million of convertible debt with the Company during the five-year term. The Company recorded a derivative liability for the initial fair value of the Company’s obligation to issue the additional $5.0 million of convertible promissory notes. The derivative liability was valued using the Monte Carlo simulation method. Changes in the fair value of the derivative liabilities are recorded to other income (expense), net in the condensed consolidated statement of operations. The Company also issued to the lender a warrant to purchase 75,666 shares of common stock at an exercise price of $16.52. The warrant was issued in December 2013, vested immediately and remains exercisable throughout the five-year term. The fair value of the common stock warrant on the date of issuance was estimated using an option-pricing valuation model. The Company allocated the gross proceeds to the derivative liabilities based on their initial fair values and the remainder of the proceeds to the convertible promissory note and warrants on a relative fair value basis. The amount allocated to the common stock warrant was recorded as a debt discount to be amortized as interest expense over the estimated term of the loan agreement using the effective interest rate method. The Company recognized interest expense related to the convertible promissory note of $0.2 million both for the three months ended March 31, 2015 and 2014. In March 2015, the parties amended the warrant to clarify the meaning of a reorganization event. The Company accounted for the amendment as a modification with the incremental increase in fair value of $0.2 million as of the amendment date, which was accounted for as a deemed dividend to the warrant holder. |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation 2006 Stock Incentive Plan In 2006, the Company authorized the 2006 Stock Plan (“2006 Plan”), which provides for the granting of stock options to executives, employees, and other service providers. The 2006 Plan was adopted on May 2, 2006, with an effective date of January 1, 2006, and, as amended, provides for 4,500,000 shares to be authorized under the Plan. The options typically vest over a four-year service period and have a contractual period of 10 years. Unvested options automatically become exercisable if the Company undertakes an initial public offering or other changes in control, as defined in the option agreements. A summary of activity under the Plan is as follows (in thousands, except exercise price): Shares Weighted- Aggregate Outstanding — Balance at December 31, 2014 3,759,839 $ 3.00 $ 12,499 Options granted 307,493 7.20 Options exercised (3,750 ) 0.44 Options cancelled (1,410 ) 7.88 Outstanding — Balance at March 31, 2015 4,062,172 $ 3.31 $ 16,360 Options vested and exercisable — March 31, 2015 3,665,002 $ 2.84 $ 16,337 As of March 31, 2015, there was $1.7 million of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 2.39 years. The fair value of stock option awards to employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption: Three Month Ended March 31, 2015 2014 Expected term (years) 5.52 years — Expected volatility 95% - 104% — Risk-free interest rate 1.61% - 1.66% — Dividend yield — — The weighted-average, estimated grant-date fair value of employee stock options granted during the three months ended March 31, 2015 was $1.13. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 6. 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 which 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 expense is different from the amounts computed by applying the United States federal statutory income tax rate of 34%. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: Three Months Ended March 31, 2015 2014 Expected income tax provision at the federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 4.9 % 4.9 % Change in valuation allowance (38.9 )% (38.5 )% Nondeductible expenses — (0.4 )% Withholding taxes (4.1 )% (2.8 )% Income tax provision (4.1 )% (2.8 )% As of March 31, 2015, there have been no material changes to our uncertain tax positions disclosures as provided in Note 12 of the consolidated financial statements as of and for the year ended December 31, 2014 and 2013. |
Net Loss per Share
Net Loss per Share | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 7. Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period and excludes any dilutive effects of stock-based awards and warrants. Diluted net loss per share attributable to common stockholders is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and warrants and conversion of convertible promissory notes, redeemable convertible preferred stock and convertible preferred stock. As the Company had net losses for the three months ended March 31, 2015 and 2014, all potentially dilutive common shares were determined to be anti-dilutive. Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Three Months Ended March 31, 2015 2014 Convertible preferred stock 23,385,029 23,385,029 Redeemable convertible preferred stock 8,938,094 8,938,094 Options to purchase common stock 4,062,172 3,678,342 Warrants to purchase common stock 1,336,894 1,336,894 Convertible notes 312,156 296,225 Total 38,034,345 37,634,584 |
Related-Party Transactions
Related-Party Transactions | 3 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 8. Related-Party Transactions The Company’s related parties include MCC, Blue Horse Labs, Inc. (“BHL”), and Limagrain. BHL is deemed a related party as a result of its existing contractual relationship with the Company and because a Director of the Company also serves as the Treasurer of BHL and as an Officer and Director of MCC, the Company’s controlling stockholder as of March 31, 2015. Transactions with related parties are reflected in the condensed consolidated financial statements under amounts due to or from related parties and notes payable to related party. Outlined below are details of agreements between the Company and its related parties: A term note was executed with MCC in July 2012 for $8.0 million (see Note 4). The principal balance is included in the March 31, 2015 and December 31, 2014 consolidated balance sheets as notes payable to related party and the related accrued interest is included in amounts due to related parties. This note was paid off in full in April 2015, as discussed in Note 9 “Subsequent Events.” Under a license agreement executed in 2003 and amended in 2009, BHL receives a single-digit royalty from the Company when revenue has been collected on product sales or for license payments from third parties which involve certain intellectual property developed under research funding from BHL. Royalty fees due to BHL were $3,000 and $21,000 as of March 31, 2015 and December 31, 2014, respectively, and are included in the consolidated balance sheets as amounts due to related parties. License agreements were executed with Limagrain, a stockholder of the Company, in September 2009 and February 2011. The agreements license certain of the Company’s traits to Limagrain and include up-front license fees, annual license fees, milestone fees and value-sharing payments. The Company recognized $23,000 of revenue under these agreements in each of the three months ended March 31, 2015 and 2014. No amounts were due from Limagrain as of March 31, 2015 and December 31, 2014. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events In April 2015, the Company entered into a loan and security agreement, under which the Company incurred an aggregate principal amount of $20.0 million in term loan borrowings (the “Term Loans”). The Company is required to make interest-only payments under the Term Loans from the drawdown date through October 31, 2016. After this date, it is required to make equal monthly payments so that all outstanding principal amounts and accrued interest will be repaid by November 1, 2018. As part of the loan and security arrangement, the Company also issued the lenders warrants to purchase shares of its common stock which were only exercisable in the event that an IPO was not completed prior to September 30, 2015 and such warrants have now terminated as of the completion of the Company’s IPO as further discussed below. In April 2015, the Company’s board of directors approved a certificate of amendment to the Company’s amended and restated certificate of incorporation to effect a reverse split of the Company’s issued and outstanding common stock at a one-for-four ratio. In May 2015, the Company’s stockholders approved the certificate of amendment, and on May 8, 2015, the Company filed the certificate of amendment with the Secretary of State of Delaware to effect the reverse split. In April 2015, the Company paid off its term note with MCC, repaying the principal balance of $8.0 million and accrued interest and prepayment fee of $148,000, and paid off its promissory notes with an unrelated party, repaying the aggregate outstanding principal balance of $1.6 million and accrued interest and prepayment fee of $44,000. Initial Public Offering On May 20, 2015, the Company completed an IPO of its common stock and on June 17, 2015, the Company completed the sale of additional shares upon exercise of the underwriters’ over-allotment option. In connection with its IPO, the Company issued and sold 8,528,306 shares of its common stock, at a price to the public of $8.00 per share. As a result of the IPO, the Company received approximately $58.3 million in net proceeds, after deducting underwriting discounts and commissions of $4.8 million and offering expenses of approximately $5.1 million. At the closing of the IPO, all of the outstanding shares of convertible preferred stock and redeemable convertible preferred stock were automatically converted into 32,972,792 shares of common stock. Following the IPO, there were no shares of preferred stock outstanding. In connection with the IPO, the Company amended and restated its Amended and Restated Certificate of Incorporation to change the authorized capital stock to 400,000,000 shares designated as common stock and 20,000,000 shares designated as preferred stock, all with a par value of $0.001 per share. The condensed financial statements, including share and per share amounts, do not give effect to the IPO. |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Organization | Organization Arcadia Biosciences, Inc. (the “Company” or “we” or “our” or “us”), was incorporated in the state of Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in Seattle, Washington; Phoenix, Arizona; and American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. The Company pursues agriculture-based biotechnology business opportunities that improve the environment and human health. The Company is an agricultural biotechnology trait company with an extensive and diversified portfolio of late-stage crop productivity and product quality traits addressing multiple crops that supply the global food and feed markets. Its traits are focused on high-value enhancements that increase crop yields by enabling plants to more efficiently manage environmental and nutrient stresses, and that enhance the quality and value of agricultural products. In February 2012, the Company formed Verdeca LLC (“Verdeca”, see Note 3), which is jointly owned with Bioceres, Inc. (“Bioceres USA”), a U.S. wholly owned subsidiary of Bioceres, S.A. (“Bioceres”), an Argentine corporation. Bioceres is an agricultural investment and development cooperative. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The interim condensed consolidated balance sheet as of March 31, 2015, and the condensed consolidated statements of operations and comprehensive loss, and cash flows for the three months ended March 31, 2015 and 2014 are unaudited. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”), and following the requirements of the Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP can be condensed or omitted. These financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, consisting only of normal recurring adjustments that are necessary for a fair statement of our financial information. The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any other future annual or interim period. The condensed consolidated balance sheet as of December 31, 2014 included herein was derived from the audited consolidated financial statements as of that date. These financial statements should be read in conjunction with the Company’s audited consolidated financial statements included in the prospectus dated May 14, 2015 that forms a part of the Company’s Registration Statement on Form S-1, filed with the SEC pursuant to Rule 424 promulgated under the Securities Act of 1933, as amended. |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and Verdeca LLC. All intercompany balances and transactions have been eliminated in consolidation. 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 Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. |
Use of Estimates | Use of Estimates The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s condensed consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, costs to complete government grants and research contracts, and the development period of revenue-generating technologies and the estimation of inventory reserves. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Deferred Offering Costs | Deferred Offering Costs Deferred offering costs, which consist of direct incremental legal, consulting, banking and accounting fees relating to the Company’s IPO, are capitalized. The deferred offering costs will be offset against IPO proceeds upon the consummation of the offering. The Company has recorded $3.7 million and $2.8 million of deferred offering costs in other noncurrent assets on the condensed consolidated balance sheet as of March 31, 2015 and December 31, 2014, respectively. |
Net Loss per Share | Net Loss per Share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, convertible promissory notes, convertible preferred stock, redeemable convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. The Company’s convertible preferred stock are considered to be participating securities as they are entitled to participate in undistributed earnings with shares of common stock. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. |
SONOVA® GLA Safflower Oil Inventory | SONOVA ® Proprietary safflower plants are grown, producing seed with high gamma linolenic acid (GLA) content. This seed is used for subsequent plantings or processed, and sold as GLA oil. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops and costs to process and store harvested seed. Inventory costs are tracked on a lot-identified basis, valued at the lower of cost or market, and are included as cost of product revenues when sold. The Company provides for inventory reserves when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additionally, the Company provides reserves for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable period to reduce the carrying amount to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The Company had inventory reserves of $1.7 million as of March 31, 2015 and December 31, 2014 relating to reserves recorded in 2014 primarily as a result of changes in conditions of specific customers and regulatory delays for the use of its Sonova products by certain new industries. The inventories—current line item in the balance sheet consists of the cost of oil inventory forecasted to be sold in the next 12 months, as of the balance sheet date. The inventories—noncurrent line item consists of oil and seed inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date. Raw materials inventories consist primarily of seed production costs incurred by our contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. Inventories are categorized as follows (in thousands): March 31, 2015 December 31, 2014 Raw materials $ 1,062 $ 1,004 Finished goods 1,560 1,569 Inventories $ 2,622 $ 2,573 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity, associated with the inputs to the valuation of these assets or liabilities are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. The carrying values of the Company’s promissory notes, convertible promissory notes, and notes payable approximate their fair values as of March 31, 2015 and December 31, 2014 as the market rates currently available to the Company and other assumptions have not changed significantly. The Company’s money market funds are highly liquid and considered Level 1 assets. As of March 31, 2015 and December 31, 2014, the Company had $11.0 million and $16.2 million in money market funds that are included in cash and cash equivalents on the consolidated balance sheets. The Company’s Level 3 liabilities measured and recorded on a recurring basis consist of derivative liabilities related to the convertible promissory note. The following table sets forth a summary of the changes in the fair value and other adjustments of these derivative liabilities (in thousands): Three Month Ended March 31, 2015 2014 Beginning balance $ 1,580 $ 1,192 Change in fair value and other adjustments 1,399 21 Ending balance $ 2,979 $ 1,213 |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern In February 2015, the FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis |
Significant Accounting Polici17
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Summary of Inventories | Inventories are categorized as follows (in thousands): March 31, 2015 December 31, 2014 Raw materials $ 1,062 $ 1,004 Finished goods 1,560 1,569 Inventories $ 2,622 $ 2,573 |
Summary of Changes in Fair Value and Other Adjustments of Derivative Liabilities | The following table sets forth a summary of the changes in the fair value and other adjustments of these derivative liabilities (in thousands): Three Month Ended March 31, 2015 2014 Beginning balance $ 1,580 $ 1,192 Change in fair value and other adjustments 1,399 21 Ending balance $ 2,979 $ 1,213 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (in thousands): March 31, 2015 December 31, 2014 Note payable to related party $ 8,000 $ 8,000 Promissory note 1,670 1,924 Total 9,670 9,924 Less current portion (1,082 ) (1,055 ) Long-term portion $ 8,588 $ 8,869 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Activity Under Plan | A summary of activity under the Plan is as follows (in thousands, except exercise price): Shares Weighted- Aggregate Outstanding — Balance at December 31, 2014 3,759,839 $ 3.00 $ 12,499 Options granted 307,493 7.20 Options exercised (3,750 ) 0.44 Options cancelled (1,410 ) 7.88 Outstanding — Balance at March 31, 2015 4,062,172 $ 3.31 $ 16,360 Options vested and exercisable — March 31, 2015 3,665,002 $ 2.84 $ 16,337 |
Weighted-Average Assumption Fair Value of Stock Option Awards to Employees | The fair value of stock option awards to employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption: Three Month Ended March 31, 2015 2014 Expected term (years) 5.52 years — Expected volatility 95% - 104% — Risk-free interest rate 1.61% - 1.66% — Dividend yield — — |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate: Three Months Ended March 31, 2015 2014 Expected income tax provision at the federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 4.9 % 4.9 % Change in valuation allowance (38.9 )% (38.5 )% Nondeductible expenses — (0.4 )% Withholding taxes (4.1 )% (2.8 )% Income tax provision (4.1 )% (2.8 )% |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 3 Months Ended |
Mar. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Potentially Dilutive Securities Not Included in Diluted per Share Calculations | Potentially dilutive securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows: Three Months Ended March 31, 2015 2014 Convertible preferred stock 23,385,029 23,385,029 Redeemable convertible preferred stock 8,938,094 8,938,094 Options to purchase common stock 4,062,172 3,678,342 Warrants to purchase common stock 1,336,894 1,336,894 Convertible notes 312,156 296,225 Total 38,034,345 37,634,584 |
Significant Accounting Polici22
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May. 20, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Place of incorporation | Arizona | |||||
Year of incorporation | 2,002 | |||||
Deferred offering costs | $ 3,700 | $ 2,800 | ||||
Inventory reserve | 1,700 | 1,700 | ||||
Cash and cash equivalents | 11,278 | 16,571 | $ 515 | $ 2,835 | ||
Subsequent Event [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Reverse split of issued and outstanding common stock | One-for-four | |||||
Subsequent Event [Member] | IPO [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Common stock, issued and sold | 8,528,306 | |||||
Common stock issued price per share | $ 8 | |||||
Net proceeds from IPO | $ 58,300 | |||||
Money market funds [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | $ 11,000 | $ 16,200 |
Significant Accounting Polici23
Significant Accounting Policies - Summary of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,062 | $ 1,004 |
Finished goods | 1,560 | 1,569 |
Inventories | $ 2,622 | $ 2,573 |
Significant Accounting Polici24
Significant Accounting Policies - Summary of Changes in Fair Value and Other Adjustments of Derivative Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||
Beginning balance | $ 1,580 | $ 1,192 |
Change in fair value and other adjustments | 1,399 | 21 |
Ending balance | $ 2,979 | $ 1,213 |
Investment in Unconsolidated 25
Investment in Unconsolidated Entity - Additional information (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended |
Jan. 31, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Loss on investments | $ 0 | $ 0 | |
Arcadia Biosciences, Inc. [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment, ownership percentage | 35.00% | ||
Vilmorin Cie [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment, remaining ownership percentage | 65.00% | ||
Vilmorin USA [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Debt balance | $ 13,500,000 | ||
Maturity date of debt | Jan. 15, 2015 | ||
Extended maturity date of debt | Jul. 15, 2015 | ||
Additional funding of debt | $ 1,000,000 | ||
Maturity date of additional debt funding | Jul. 15, 2015 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Aug. 31, 2014USD ($) | Apr. 30, 2014USD ($) | Jan. 31, 2014USD ($) | Jan. 31, 2013USD ($) | Feb. 29, 2012Soybean_Grower | Mar. 31, 2015USD ($)shares | Mar. 31, 2014USD ($) | Dec. 31, 2014USD ($) | |
Variable Interest Entity [Line Items] | ||||||||
Common stock purchased, value | $ 700,000 | |||||||
Research and development expenses | $ 1,832,000 | 1,983,000 | ||||||
Bioceres, S.A. [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Number of soybean growers owned | Soybean_Grower | 230 | |||||||
Variable interest entity agreement, terms | Both the Company and Bioceres incur expenses in support of specific agreed activities on behalf of Verdeca, as defined by joint work plans, which apply fair market value to each partner’s activities. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. Unequal contributions of services are equalized by the partners through cash payments. An agreement executed in conjunction with the formation of Verdeca specifies that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. | |||||||
Funding period of cash required for contributed services | 4 years | |||||||
Common stock purchased, value | $ 500,000 | $ 250,000 | $ 700,000 | $ 500,000 | ||||
Reduction in commitments to purchase stock | $ 500,000 | |||||||
Number of shares surrendered | shares | 1,832 | |||||||
Research and development expenses | $ 1,500,000 | |||||||
Direct and allocated overhead amount | 163,000 | $ 346,000 | ||||||
Bioceres, S.A. [Member] | Maximum [Member] | ||||||||
Variable Interest Entity [Line Items] | ||||||||
Cash required for funding its contributed services | 5,000,000 | |||||||
Commitment to purchase stock | $ 1,200,000 | $ 2,000,000 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Mar. 31, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Note payable to related party | $ 8,000 | $ 8,000 |
Promissory note | 1,670 | 1,924 |
Total | 9,670 | 9,924 |
Total | 9,670 | 9,924 |
Less current portion | (1,082) | (1,055) |
Long-term portion | $ 8,588 | $ 8,869 |
Debt - Long-term Debt - Additio
Debt - Long-term Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jul. 31, 2012 | Mar. 31, 2015 | Dec. 31, 2014 | Nov. 10, 2014 | Nov. 30, 2013 | Aug. 31, 2013 | |
Debt Instrument [Line Items] | ||||||
Note payable | $ 8,000,000 | $ 8,000,000 | ||||
Debt instrument term | 36 months | |||||
Notes payable to unrelated party | $ 588,000 | 869,000 | $ 1,100,000 | $ 2,000,000 | ||
Interest rate on loan | 10.00% | |||||
Promissory notes, inclusive of accrued interest | $ 1,670,000 | $ 1,924,000 | ||||
2.0 million note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Monthly principal and interest | 65,000 | |||||
1.1 million note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Monthly principal and interest | 35,000 | |||||
Moral Compass Corporation [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Note payable | $ 8,000,000 | $ 8,000,000 | ||||
Interest rate spread on loan | 2.00% | 2.00% | ||||
Debt instrument term | 36 months | |||||
Debt instruments maturity month year | 2015-07 | |||||
Accrued interest | 8,000,000 | $ 8,000,000 | ||||
Accrued interest due to related parties | 75,000 | $ 36,000 | ||||
Moral Compass Corporation [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gross proceeds from equity financing | $ 50,000,000 | |||||
Moral Compass Corporation [Member] | Amended Note [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate spread on loan | 11.00% | |||||
Maturity date description | (i) April 1, 2016, (ii) the date of an Event of Default, or (iii) a date designated by MCC, by notice to the Company, no earlier than the 20th day following consummation by the Company of an equity financing with gross proceeds to the Company of at least $50 million. |
Debt - Convertible Promissory N
Debt - Convertible Promissory Notes - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | ||
Sep. 30, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||||
Additional convertible promissory notes | $ 0.5 | $ 4.5 | ||
Debt instrument term | 36 months | |||
Increase in fair value of warrant | $ 0.2 | |||
Binomial lattice option-pricing method [Member] | ||||
Debt Instrument [Line Items] | ||||
Convertible debt | $ 5 | |||
Debt instrument term | 5 years | |||
Monte Carlo simulation method [Member] | ||||
Debt Instrument [Line Items] | ||||
Additional convertible promissory notes | $ 5 | |||
Convertible Promissory Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Interest on loan spread rate | 2.00% | |||
Conversion price | $ 16.52 | |||
Convertible Promissory Notes [Member] | Common stock warrant [Member] | ||||
Debt Instrument [Line Items] | ||||
Number of warrant to purchase common stock issued | 75,666 | |||
Warrant, exercise price | $ 16.52 | |||
Warrant, vesting date | 2013-12 | |||
Warrant, exercisable term | 5 years | |||
Interest expense related to convertible promissory note | $ 0.2 | $ 0.2 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - 2006 Stock Incentive Plan [Member] - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Millions | Jan. 01, 2006 | Mar. 31, 2015 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares to be authorized under plan | 4,500,000 | |
Options vesting service period | 4 years | |
Options contractual period | 10 years | |
Unrecognized compensation cost related to unvested stock-based compensation grants | $ 1.7 | |
Weighted-average remaining recognition period | 2 years 4 months 21 days | |
Estimated grant-date fair value of employee stock options granted | $ 1.13 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity Under Plan (Detail) - Mar. 31, 2015 - Employee Stock Option [Member] - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | Total |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares Subject to Outstanding Options, Beginning Balance | 3,759,839 |
Shares Subject to Outstanding Options, Options granted | 307,493 |
Shares Subject to Outstanding Options, Options exercised | (3,750) |
Shares Subject to Outstanding Options, Options cancelled | (1,410) |
Shares Subject to Outstanding Options, Ending Balance | 4,062,172 |
Shares Subject to Outstanding Options, Options vested and exercisable | 3,665,002 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 3 |
Weighted-Average Exercise Price Per Share, Options granted | 7.20 |
Weighted-Average Exercise Price Per Share, Options exercised | 0.44 |
Weighted-Average Exercise Price Per Share, Options cancelled | 7.88 |
Weighted-Average Exercise Price Per Share, Ending Balance | 3.31 |
Weighted-Average Exercise Price Per Share, Options vested and exercisable | $ 2.84 |
Aggregate Intrinsic Value, Outstanding at beginning balance | $ 12,499 |
Aggregate Intrinsic Value, Outstanding at ending balance | 16,360 |
Aggregate Intrinsic Value, Options vested and exercisable | $ 16,337 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Assumption Fair Value of Stock Option Awards to Employees (Detail) - Employee Stock Option [Member] | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months 7 days | |
Dividend yield | 0.00% | 0.00% |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 95.00% | |
Risk-free interest rate | 1.61% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected volatility | 104.00% | |
Risk-free interest rate | 1.66% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 34.00% | 34.00% |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to Company's Effective Tax Rate (Detail) | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 4.90% | 4.90% |
Change in valuation allowance | (38.90%) | (38.50%) |
Nondeductible expenses | (0.40%) | |
Withholding taxes | (4.10%) | (2.80%) |
Income tax provision | (4.10%) | (2.80%) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 3 Months Ended | |
Mar. 31, 2015 | Mar. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 38,034,345 | 37,634,584 |
Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 23,385,029 | 23,385,029 |
Redeemable Convertible Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 8,938,094 | 8,938,094 |
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 | 4,062,172 | 3,678,342 |
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 | 1,336,894 | 1,336,894 |
Convertible notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 312,156 | 296,225 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | ||||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Nov. 10, 2014 | Jul. 31, 2012 | |
Related Party Transaction [Line Items] | |||||
Note payable | $ 8,000,000 | $ 8,000,000 | |||
Royalty fees due | 78,000 | 56,000 | |||
Moral Compass Corporation [Member] | |||||
Related Party Transaction [Line Items] | |||||
Note payable | $ 8,000,000 | $ 8,000,000 | |||
Blue Horse Labs Inc [Member] | |||||
Related Party Transaction [Line Items] | |||||
Royalty fees due | 3,000 | 21,000 | |||
Limagrain Cereal Seeds LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Revenue recognized | 23,000 | $ 23,000 | |||
Amounts due from Limagrain | $ 0 | $ 0 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | May. 20, 2015 | Apr. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 |
Subsequent Event [Line Items] | ||||
Preferred stock, shares outstanding | 93,540,163 | 93,540,163 | ||
Subsequent Event [Member] | ||||
Subsequent Event [Line Items] | ||||
Reverse split of issued and outstanding common stock | One-for-four | |||
Underwriting discounts and commissions | $ 4,800,000 | |||
Offering expenses | $ 5,100,000 | |||
Convertible preferred stock, conversion basis | At the closing of the IPO, all of the outstanding shares of convertible preferred stock and redeemable convertible preferred stock were automatically converted into 32,972,792 shares of common stock. | |||
Converted common stock | 32,972,792 | |||
Preferred stock, shares outstanding | 0 | |||
Amended and Restated common stock, shares par value | $ 0.001 | |||
Amended and Restated preferred stock, shares par value | $ 0.001 | |||
Subsequent Event [Member] | Common Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Amended and Restated stock, shares authorized | 400,000,000 | |||
Subsequent Event [Member] | Preferred Stock [Member] | ||||
Subsequent Event [Line Items] | ||||
Amended and Restated stock, shares authorized | 20,000,000 | |||
Subsequent Event [Member] | IPO [Member] | ||||
Subsequent Event [Line Items] | ||||
Common stock, issued and sold | 8,528,306 | |||
Common stock issued price per share | $ 8 | |||
Net proceeds from IPO | $ 58,300,000 | |||
Subsequent Event [Member] | Term Loans [Member] | ||||
Subsequent Event [Line Items] | ||||
Term Loans principal amount | $ 20,000,000 | |||
Subsequent Event [Member] | Term Note [Member] | Moral Compass Corporation [Member] | ||||
Subsequent Event [Line Items] | ||||
Repayment of principal balance | 8,000,000 | |||
Repayment of accrued interest and prepayment fee | 148,000 | |||
Subsequent Event [Member] | Promissory Notes [Member] | ||||
Subsequent Event [Line Items] | ||||
Repayment of principal balance | 1,600,000 | |||
Repayment of accrued interest and prepayment fee | $ 44,000 |