Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2015 | Jul. 31, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q2 | |
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 | 43,581,695 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 80,003 | $ 16,571 |
Accounts receivable | 145 | 1,042 |
Unbilled revenue | 212 | 380 |
Inventories - current | 572 | 424 |
Prepaid expenses and other current assets | 704 | 278 |
Total current assets | 81,636 | 18,695 |
Property and equipment, net | 633 | 728 |
Inventories - noncurrent | 2,101 | 2,149 |
Cost method investment | 500 | 500 |
Other noncurrent assets | 118 | 2,817 |
Total assets | 84,988 | 24,889 |
Current liabilities: | ||
Accounts payable and accrued expenses | 4,677 | 3,197 |
Amounts due to related parties | 10 | 56 |
Promissory notes - current | 1,055 | |
Convertible promissory notes | 3,456 | 4,551 |
Unearned revenue - current | 952 | 830 |
Derivative liabilities related to convertible promissory notes | 2,688 | 1,580 |
Total current liabilities | 11,783 | 11,269 |
Notes payable | 19,349 | |
Note payable to related party | 8,000 | |
Promissory notes - noncurrent | 869 | |
Unearned revenue - noncurrent | 2,930 | 3,636 |
Other noncurrent liabilities | 3,000 | 3,000 |
Total liabilities | $ 37,062 | $ 26,774 |
Stockholders' equity (deficit): | ||
Preferred stock, $0.001 par value-20,000,000 and 0 shares authorized as of June 30, 2015 and December 31, 2014; no shares issued and outstanding as of June 30, 2015 and December 31, 2014 | ||
Common stock, $0.001 par value-400,000,000 and 140,000,000 shares authorized as of June 30, 2015 and December 31, 2014; 43,581,695 and 2,074,030 shares issued and outstanding as of June 30, 2015 and December 31, 2014 | $ 44 | |
Additional paid-in capital | 171,332 | $ 29,204 |
Accumulated deficit | (123,450) | (113,970) |
Total stockholders' equity (deficit) | 47,926 | (84,766) |
Total liabilities, redeemable and convertible preferred stock and stockholders' equity (deficit) | $ 84,988 | 24,889 |
Redeemable Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock | 34,098 | |
Convertible Preferred Stock [Member] | ||
Current liabilities: | ||
Convertible preferred stock | $ 48,783 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2015 | Dec. 31, 2014 |
Preferred stock, par value | $ 0.001 | $ 0.001 |
Preferred stock, authorized | 20,000,000 | 0 |
Preferred stock, issued | 0 | 0 |
Preferred stock, outstanding | 0 | 0 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 400,000,000 | 140,000,000 |
Common stock, issued | 43,581,695 | 2,074,030 |
Common stock, outstanding | 43,581,695 | 2,074,030 |
Redeemable Convertible Preferred Stock [Member] | ||
Convertible preferred stock, no par value | $ 0 | $ 0 |
Convertible preferred stock, authorized | 0 | 10,553,770 |
Convertible preferred stock, issued | 0 | 9,587,764 |
Convertible preferred stock, outstanding | 0 | 9,587,764 |
Convertible Preferred Stock [Member] | ||
Convertible preferred stock, no par value | $ 0 | $ 0 |
Convertible preferred stock, authorized | 0 | 94,586,346 |
Convertible preferred stock, issued | 0 | 23,385,029 |
Convertible preferred stock, outstanding | 0 | 23,385,029 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Revenues: | ||||
Product | $ 179 | $ 65 | $ 260 | $ 199 |
License | 401 | 195 | 559 | 371 |
Contract research and government grants | 850 | 1,045 | 1,426 | 2,112 |
Total revenues (which includes $23, $23, $46 and $46 from related parties - Note 8) | 1,430 | 1,305 | 2,245 | 2,682 |
Operating expenses: | ||||
Cost of product revenues | 106 | 46 | 162 | 137 |
Research and development | 2,086 | 2,275 | 3,918 | 4,258 |
Selling, general and administrative | 2,785 | 3,983 | 5,423 | 5,867 |
Total operating expenses | 4,977 | 6,304 | 9,503 | 10,262 |
Loss from operations | (3,547) | (4,999) | (7,258) | (7,580) |
Interest expense | (775) | (399) | (1,242) | (783) |
Other income (expense), net | 735 | 222 | (661) | 200 |
Net loss before income taxes and equity in loss of unconsolidated entity | (3,587) | (5,176) | (9,161) | (8,163) |
Income tax provision | (90) | (99) | (319) | (192) |
Equity in loss of unconsolidated entity | (536) | (932) | ||
Net loss and comprehensive loss | (3,677) | (5,811) | (9,480) | (9,287) |
Accretion of redeemable convertible preferred stock to redemption value | (879) | (518) | (2,574) | (518) |
Deemed dividends to warrant holder | (197) | |||
Net loss attributable to common stockholders | $ (4,556) | $ (6,329) | $ (12,251) | $ (9,805) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (0.19) | $ (3.08) | $ (0.94) | $ (4.77) |
Weighted-average number of shares used in per share calculations: | ||||
Basic and diluted | 23,775,368 | 2,056,559 | 12,985,332 | 2,056,559 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Statement [Abstract] | ||||
Revenues from related parties | $ 23 | $ 23 | $ 46 | $ 46 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Redeemable and Convertible Preferred Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Redeemable Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2013 | $ (17,297) | $ 78,334 | $ (95,631) | ||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2013 | 23,385,029 | 2,056,557 | |||||
Exercise of stock options | 19 | 19 | |||||
Exercise of stock options, Shares | 17,473 | ||||||
Preferred stock reclassification | (48,783) | (48,783) | $ 48,783 | ||||
Preferred stock reclassification, Shares | (23,385,029) | 23,385,029 | |||||
Stock-based compensation | 976 | 976 | |||||
Issuance of preferred stock, net of issuance cost of $194 | $ 30,360 | ||||||
Issuance of preferred stock, net of issuance cost of $194, shares | 9,587,764 | ||||||
Issuance of common stock warrants | 2,396 | 2,396 | |||||
Accretion of redeemable convertible preferred stock to redemption value | (3,738) | (3,738) | |||||
Temporary equity, accretion of redeemable convertible preferred stock to redemption value | $ 3,738 | ||||||
Net loss | (18,339) | (18,339) | |||||
Stockholders Equity, Ending Balance at Dec. 31, 2014 | (84,766) | 29,204 | (113,970) | ||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2014 | 2,074,030 | ||||||
Temporary Equity, Ending Balance at Dec. 31, 2014 | $ 34,098 | $ 48,783 | |||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2014 | 9,587,764 | 23,385,029 | |||||
Exercise of stock options | 28 | 28 | |||||
Exercise of stock options, Shares | 6,566 | ||||||
Stock-based compensation | 924 | 924 | |||||
Accretion of redeemable convertible preferred stock to redemption value | (2,574) | (2,574) | |||||
Temporary equity, accretion of redeemable convertible preferred stock to redemption value | $ 2,574 | ||||||
Preferred stock conversion to common stock upon the IPO | 85,454 | $ 33 | 85,421 | $ (36,672) | $ (48,783) | ||
Preferred stock conversion to common stock upon the IPO, Shares | 32,972,793 | (9,587,764) | (23,385,029) | ||||
Issuance of common stock upon the IPO, net of issuance costs of $9,887 (unaudited) | 58,340 | $ 9 | 58,331 | ||||
Issuance of common stock upon the IPO, net of issuance costs of $9,887 (unaudited, Shares | 8,528,306 | ||||||
Reclassification due to re-incorporation upon the IPO | $ 2 | (2) | |||||
Deemed dividend to common stock warrant holder | (197) | (197) | |||||
Increase in value of common stock warrant due to modification | 197 | 197 | |||||
Net loss | (9,480) | (9,480) | |||||
Stockholders Equity, Ending Balance at Jun. 30, 2015 | $ 47,926 | $ 44 | $ 171,332 | $ (123,450) | |||
Stockholders Equity, Ending Balance, Shares at Jun. 30, 2015 | 43,581,695 | ||||||
Temporary Equity, Ending Balance, Shares at Jun. 30, 2015 | 0 | 0 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Redeemable and Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2015 | Dec. 31, 2014 | |
Common Stock [Member] | ||
Issuance of common stock upon the IPO, issuance costs | $ 9,887 | |
Redeemable Convertible Preferred Stock [Member] | ||
Issuance of preferred stock, issuance cost | $ 194 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (9,480) | $ (9,287) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 141 | 183 |
Gain on disposal of equipment | (3) | |
Equity in loss of unconsolidated entity | 932 | |
Stock-based compensation | 924 | 399 |
Common stock warrants issued for services | 93 | |
Change in fair value of derivative liabilities related to convertible promissory notes | 1,108 | (198) |
Gain on expiration of warrant and derivative liability related to notes payable upon IPO | (437) | |
Accretion of debt discount | 343 | 308 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 897 | 398 |
Amounts due from related parties | 100 | |
Unbilled revenue | 168 | (360) |
Inventories | (100) | (828) |
Prepaid expenses and other current assets | (426) | 44 |
Other noncurrent assets | (59) | 17 |
Accounts payable and accrued expenses | 969 | 351 |
Amounts due to related parties | (46) | (151) |
Unearned revenue | (584) | (421) |
Net cash used in operating activities | (6,582) | (8,423) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Cost method investment | (950) | |
Proceeds from sale of property and equipment | 7 | |
Purchases of property and equipment | (23) | (5) |
Net cash used in investing activities | (23) | (948) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock upon initial public offering | 68,226 | |
Payments of IPO issuance costs | (6,805) | |
Proceeds from issuance of notes payable | 20,000 | |
Payments of debt issuance costs | (290) | |
Proceeds from exercise of stock options | 28 | |
Proceeds from issuance of redeemable convertible preferred stock and common stock warrants, net of issuance costs | 32,845 | |
Payments on note payable to related party | (8,000) | |
Payments on notes payable and convertible promissory notes | (3,122) | (595) |
Capital lease payments | (39) | |
Net cash provided by financing activities | 70,037 | 32,211 |
Net increase in cash and cash equivalents | 63,432 | 22,840 |
Cash and cash equivalents - beginning of period | 16,571 | 2,835 |
Cash and cash equivalents - end of period | 80,003 | 25,675 |
Supplemental Disclosures Of Cash Flow Information: | ||
Cash paid for interest | 945 | 414 |
Cash paid for income taxes | 149 | 83 |
Noncash investing and financing activities: | ||
Accretion of redeemable convertible preferred stock | 2,574 | $ 518 |
Purchases of property and equipment included in accounts payable and accrued expenses | 24 | |
Reclassification of deferred IPO costs to equity | 5,111 | |
Deemed dividend to common stock warrant holder | 197 | |
Issuance of warrants and derivatives | 437 | |
IPO costs included in accounts payable and accrued expenses | 1,488 | |
Conversion of preferred stock to common stock upon IPO | $ 85,454 |
Description of Business and Sig
Description of Business and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Significant Accounting Policies | 1. Description of Business and 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., a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. 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. 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 issued and 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, commissions and offering expenses. At the closing of the IPO, all of the outstanding shares of convertible preferred stock and redeemable convertible preferred stock were automatically converted into 32,972,793 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. Unaudited Interim Financial Information The interim condensed consolidated balance sheet at June 30, 2015, and the condensed consolidated statements of operations and comprehensive loss, and cash flows for the six months ended June 30, 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 its 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 six months ended June 30, 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, 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 were subsequently offset against IPO proceeds upon the closing of the offering in May 2015. At December 31, 2014, the Company capitalized $2.8 million of deferred offering costs in other noncurrent assets on the consolidated balance sheet. There were no remaining amounts deferred at June 30, 2015 pertaining to the IPO. 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 and 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 June 30, 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 condensed consolidated 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. Combined current and non-current inventories are categorized as follows (in thousands): June 30, 2015 December 31, 2014 Raw materials $ 1,115 $ 1,004 Finished goods 1,558 1,569 Inventories $ 2,673 $ 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 for the three and six months ended June 30, 2015 and 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 June 30, 2015 and December 31, 2014, the Company had $79.1 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 Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Beginning balance $ 2,979 $ 1,213 $ 1,580 $ 1,192 Change in fair value and other adjustments (291 ) (219 ) 1,108 (198 ) Ending balance $ 2,688 $ 994 $ 2,688 $ 994 Contingent Liability Related to the Anawah Acquisition On June 15, 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah” or “Sellers”), to purchase the Sellers’ food and agricultural research company through a stock purchase. Pursuant to the merger with Anawah, the Company incurred a contingent liability not to exceed $5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs and, as a result, reduced the contingent liability to $3.0 million. The Company believes the contingent liability is appropriate as it continues to pursue three development programs using this technology. 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 In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which applies guidance on subsequent measurement of inventory. An entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. The guidance excludes inventory measured using LIFO or the retail inventory method. ASU 2015-11 will be effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. The Company does not anticipate that the adoption of this ASU will materially change the presentation of its consolidated financial statements. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | 2. Investment in Unconsolidated Entity 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 June 30, 2015, the debt balance was $15.5 million with a maturity date of July 15, 2015. The maturity date was subsequently extended to October 15, 2015. While it is the Company’s expectation that VUSA will provide LCS with additional debt financing and extend maturity for repayment 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 June 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Variable Interest Entity | 3. Variable Interest Entity In February 2012, the Company formed Verdeca, which is jointly owned with Bioceres, Inc., 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, Inc. 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, Inc. 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 Inc. 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, Inc. 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, Inc., the Company purchased common stock of Bioceres, S.A. in the aggregate amount of $1,950 between January 2013 and 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 $123,000, $171,000, $286,000 and $517,000 for the three and six months ended June 30, 2015 and 2014, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt | 4. Debt Long-term Debt Long-term debt consisted of the following (in thousands): June 30, 2015 December 31, 2014 Notes payable $ 19,349 $ — Note payable to related party — 8,000 Promissory note — 1,924 Total 19,349 9,924 Less current portion — (1,055 ) Long-term portion $ 19,349 $ 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 was 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 December 31, 2014. Accrued interest of $36,000 was recorded in amounts due to related parties on the balance sheet as of December 31, 2014. This term note, including the principal balance of $8.0 million and accrued interest and prepayment fee of $148,000, was paid off in full in April 2015. 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. These notes, including the aggregate outstanding principal balance of $1.6 million and accrued interest and prepayment fee of $44,000, were paid off in full in April 2015. In April 2015, the Company entered into a loan and security agreement with an unrelated party, under which the Company incurred an aggregate principal amount of $20.0 million in term loan borrowings (the “Term Loans”). Under this loan agreement, interest on the Term Loans accrues at a rate per annum equal to the greater of (i) 9.0% and (ii) a fluctuating rate of interest equal to three-month LIBOR as in effect from time to time plus 8.74%. The Company is required to make interest-only payments under this agreement from the drawdown dates through April 30, 2016, subject to certain conditions for extension to October 31, 2016. After this date, it is required to make equal monthly payments of principal and interest so that all outstanding principal amounts and accrued interest will be repaid by November 1, 2018. This agreement provides for a right of prepayment with associated prepayment fees. Upon the maturity date or the date on which the Term Loans are prepaid in whole or in part, the Company owes an additional end-of-term payment of $600,000 to the lenders. The loan and security agreement includes customary covenants for credit facilities of this type. In addition, the agreement contains a financial covenant with respect to quarterly revenue targets which shall not be less than 80% of the projected revenue for such periods or cash and cash equivalents on hand which shall be at least 50% of the outstanding loan amount. As of June 30, 2015, the Company is in compliance with such covenants. The obligations under the loan agreement are secured by substantially all of the Company’s assets. In July 2015, the Company amended the loan agreement to include certain intellectual property rights in exchange for a waiver of the Company’s obligation to obtain a subordination agreement from Mahyco International with respect to the indebtedness the Company owes to Mahyco International. If any of these events of default occurs, the lenders may accelerate and declare to be immediately due and payable the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the agreement. In the case of a bankruptcy or insolvency event of default, the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the loan agreement automatically are accelerated and become due and payable. In addition, if an event of default occurs and is continuing under the loan agreement, the lenders may exercise certain additional secured creditor remedies against the Company and against the assets securing the Company’s obligations under the agreement. As part of the loan and security arrangement, the Company also issued the lenders 1,503,760 warrants to purchase shares of its common stock at an exercise price of $1.33 per share which were only exercisable in the event that an IPO was not completed prior to September 30, 2015 and would remain exercisable until November 1, 2018. The Company initially recorded $356,000 for the fair value of the warrants as a liability in the consolidated balance sheet which was subject to subsequent remeasurement for changes in fair value until exercise or expiration. In addition, the Company concluded that the interest rate adjustment upon non-occurrence of an IPO is an embedded derivative and recorded $81,000 for the fair value of the embedded derivative as a liability which was subject to subsequent remeasurement for changes in fair value until exercise or expiration. The proceeds received under the Term Loans, less fees paid to the lender of $289,000, were allocated to the warrant liability and the embedded derivative liability based on their initial fair values with the residual amount recorded as notes payable. The resulting debt discount will be amortized as interest expense over the term of the Term Loans using the effective interest method. The interest expense related to the debt discount was $76,000. In May 2015, upon the completion of the IPO, the warrants were terminated and the right to adjust interest rate upon non-occurrence of an IPO was relinquished. As such, the Company reclassified the initial fair value of the warrants and the embedded derivative of $437,000 to other income. The Company recognized interest expense related to the combined Term Loans of $396,000 for the three and six months ended June 30, 2015. Convertible Promissory Notes A note and warrant purchase agreement was executed in September 2013, with Mahyco International Pte Ltd., (“Mahyco International”), an affiliate of Maharashtra Hybrid Seeds Company Lt. (“Mahyco”) which is a licensee of the Company’s technologies. The Company issued two notes under this agreement in the amounts of $500,000 in September 2013 and $4.5 million in December 2013. 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 notes (including principal and accrued but unpaid interest) into common stock of the Company at $16.52 per share through December 2016 and subsequently at 90% of the most recent offering. At its option, Mahyco International may offset future fee payments due from Mahyco to the Company against the outstanding balance of the notes (including principal and accrued but unpaid interest). Mahyco International has the right to demand immediate settlement of a portion of the outstanding balance of the convertible promissory notes, 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 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. 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 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 $175,000, $182,000, $379,000 and $364,000 for the three and six months ended June 30, 2015 and 2014. Of the total interest expense recognized, $127,000, $117,000, $267,000 and $234,000 were related to the debt discount for the three and six months ended June 30, 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 | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 5. Stock-Based Compensation 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 options 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 under the 2006 Plan. Certain options vested upon completion of the IPO and the remaining unvested options vest over original service periods between two-and-a-quarter and four years. The 2015 Plan became effective upon the 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 3,087,729 shares of common stock reserved for future issuance, which included 212,729 shares under the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016. In addition, shares subject to awards under the 2006 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“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 ISOs and NSOs will be granted at a price per share not less than the fair value at date of grant. Options granted generally vest over a four-year period, with 25% vesting at the end of one year and the remaining vesting monthly thereafter. Options granted generally are exercisable for up to 10 years. As of June 30, 2015, a total of 3,087,729 shares of common stock were reserved for issuance under the 2015 Plan, of which 3,042,729 shares of common stock are available for future grant. In connection with the IPO, and as contemplated by the Company’s Director Compensation Policy, the Company granted options to purchase an aggregate of 45,000 shares to three new members of the Board of Directors who joined the Board in connection with the IPO. The Company did not grant options to officers of the Company in connection with the IPO as initially contemplated and described in the Company’s registration statement for the IPO. The Compensation Committee of the Board of Directors of the Company, which is responsible for the administration of the 2015 Plan, reviews equity incentives for the Company’s officers as part of its regular review of executive officer compensation. As of June 30, 2015, a total of 4,049,706 and 45,000 options are outstanding under the 2006 and 2015 Plans, respectively. Employee Stock Purchase Plan Concurrent with the effectiveness of the Company’s registration statement on Form S-1 on May 14, 2015, the Company’s 2015 Employee Stock Purchase Plan (“ESPP”) became effective. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. After the first offering period, which began on May 14, 2015 and ends 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. The initial number of shares of common stock reserved for issuance under the ESPP is 625,000, and the ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of June 30, 2015, no shares had been issued under the ESPP. A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share): Shares Weighted- Aggregate Outstanding — Balance at December 31, 2014 3,759,839 $ 3.00 $ 12,499 Options granted 352,493 7.30 Options exercised (6,566 ) 4.22 Options cancelled and forfeited (11,059 ) 7.99 Outstanding — Balance at June 30, 2015 4,094,707 $ 3.34 $ 15,908 Options vested and exercisable — June 30, 2015 3,679,731 $ 2.87 $ 15,850 As of June 30, 2015, there was $1.4 million of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 2.55 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 Months Ended Six Months Ended 2015 2014 2015 2014 Expected term (years) 5.52 — 5.52 — Expected volatility 80 % — 80% - 104% — Risk-free interest rate 1.62 % — 1.61% - 1.66% — Dividend yield — — — — The weighted-average estimated grant-date fair value of employee stock options granted during the three and six months ended June 30, 2015 were $5.35 and $1.28, respectively. There were no options granted during the three and six months ended June 30, 2014. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 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 Company’s effective tax rate (ETR) was - 3.2% both for the three and six months ended June 30, 2015 and -2.0% both for the three and six months ended June 30, 2014. The negative effective tax rate compared to the federal statutory rate of 34 percent was primarily due to the full valuation allowance recorded on the Company’s net deferred tax assets and foreign withholding taxes. As of June 30, 2015, there have been no material changes to our uncertain tax positions. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 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 and six months ended June 30, 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: Six Months Ended June 30, 2015 2014 Convertible preferred stock — 23,385,029 Redeemable convertible preferred stock — 9,587,764 Options to purchase common stock 4,094,707 3,671,045 Warrants to purchase common stock 1,336,894 1,336,894 Convertible promissory notes — 300,119 Total 5,431,601 38,280,851 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 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 June 30, 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 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. 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 $10,000 and $21,000 as of June 30, 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 June 30, 2015 and 2014 and $46,000 in each of the six months ended June 30, 2015 and 2014. No amounts were due from Limagrain as of June 30, 2015 and December 31, 2014. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events | 9. Subsequent Events The Company has reviewed and evaluated subsequent events through August 10th, 2015, the date the condensed consolidated financial statements were available to be issued. |
Description of Business and S18
Description of Business and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [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., a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. |
Reverse Stock Split | 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. |
Initial Public Offering | 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 issued and 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, commissions and offering expenses. At the closing of the IPO, all of the outstanding shares of convertible preferred stock and redeemable convertible preferred stock were automatically converted into 32,972,793 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. |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The interim condensed consolidated balance sheet at June 30, 2015, and the condensed consolidated statements of operations and comprehensive loss, and cash flows for the six months ended June 30, 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 its 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 six months ended June 30, 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, 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 were subsequently offset against IPO proceeds upon the closing of the offering in May 2015. At December 31, 2014, the Company capitalized $2.8 million of deferred offering costs in other noncurrent assets on the consolidated balance sheet. There were no remaining amounts deferred at June 30, 2015 pertaining to the IPO. |
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 and 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 June 30, 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 condensed consolidated 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. Combined current and non-current inventories are categorized as follows (in thousands): June 30, 2015 December 31, 2014 Raw materials $ 1,115 $ 1,004 Finished goods 1,558 1,569 Inventories $ 2,673 $ 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 for the three and six months ended June 30, 2015 and 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 June 30, 2015 and December 31, 2014, the Company had $79.1 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 Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Beginning balance $ 2,979 $ 1,213 $ 1,580 $ 1,192 Change in fair value and other adjustments (291 ) (219 ) 1,108 (198 ) Ending balance $ 2,688 $ 994 $ 2,688 $ 994 |
Contingent Liability Related to the Anawah Acquisition | Contingent Liability Related to the Anawah Acquisition On June 15, 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah” or “Sellers”), to purchase the Sellers’ food and agricultural research company through a stock purchase. Pursuant to the merger with Anawah, the Company incurred a contingent liability not to exceed $5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs and, as a result, reduced the contingent liability to $3.0 million. The Company believes the contingent liability is appropriate as it continues to pursue three development programs using this technology. |
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 In April 2015, the FASB issued ASU 2015-03, Simplifying the Presentation of Debt Issuance Costs, In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory, which applies guidance on subsequent measurement of inventory. An entity should measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonable predictable costs of completion, disposal and transportation. The guidance excludes inventory measured using LIFO or the retail inventory method. ASU 2015-11 will be effective for interim and annual reporting periods beginning after December 15, 2016. Early application is permitted. The Company does not anticipate that the adoption of this ASU will materially change the presentation of its consolidated financial statements. |
Description of Business and S19
Description of Business and Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Summary of Current and Non-current Inventories | Combined current and non-current inventories are categorized as follows (in thousands): June 30, 2015 December 31, 2014 Raw materials $ 1,115 $ 1,004 Finished goods 1,558 1,569 Inventories $ 2,673 $ 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 Months Ended June 30, Six Months Ended June 30, 2015 2014 2015 2014 Beginning balance $ 2,979 $ 1,213 $ 1,580 $ 1,192 Change in fair value and other adjustments (291 ) (219 ) 1,108 (198 ) Ending balance $ 2,688 $ 994 $ 2,688 $ 994 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (in thousands): June 30, 2015 December 31, 2014 Notes payable $ 19,349 $ — Note payable to related party — 8,000 Promissory note — 1,924 Total 19,349 9,924 Less current portion — (1,055 ) Long-term portion $ 19,349 $ 8,869 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Summary of Activity Under Stock Incentive Plans | A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share): Shares Weighted- Aggregate Outstanding — Balance at December 31, 2014 3,759,839 $ 3.00 $ 12,499 Options granted 352,493 7.30 Options exercised (6,566 ) 4.22 Options cancelled and forfeited (11,059 ) 7.99 Outstanding — Balance at June 30, 2015 4,094,707 $ 3.34 $ 15,908 Options vested and exercisable — June 30, 2015 3,679,731 $ 2.87 $ 15,850 |
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 Months Ended Six Months Ended 2015 2014 2015 2014 Expected term (years) 5.52 — 5.52 — Expected volatility 80 % — 80% - 104% — Risk-free interest rate 1.62 % — 1.61% - 1.66% — Dividend yield — — — — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 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: Six Months Ended June 30, 2015 2014 Convertible preferred stock — 23,385,029 Redeemable convertible preferred stock — 9,587,764 Options to purchase common stock 4,094,707 3,671,045 Warrants to purchase common stock 1,336,894 1,336,894 Convertible promissory notes — 300,119 Total 5,431,601 38,280,851 |
Description of Business and S23
Description of Business and Significant Accounting Policies - Additional Information (Detail) | Dec. 31, 2010USD ($)Program | May. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2015USD ($)Program$ / sharesshares | Dec. 31, 2014USD ($)$ / sharesshares | Jun. 30, 2014USD ($) | Dec. 31, 2013USD ($) | Jun. 15, 2005USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Place of incorporation | Arizona | ||||||
Year of incorporation | 2,002 | ||||||
Reverse split of issued and outstanding common stock | One-for-four | ||||||
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 32,972,793 shares of common stock. | ||||||
Converted common stock | shares | 32,972,793 | ||||||
Preferred stock, shares outstanding | shares | 0 | 0 | 0 | ||||
Amended and Restated stock, shares authorized | shares | 400,000,000 | 400,000,000 | 140,000,000 | ||||
Amended and Restated stock, shares authorized | shares | 20,000,000 | 20,000,000 | 0 | ||||
Amended and Restated common stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Amended and Restated preferred stock, shares par value | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | ||||
Deferred offering costs | $ 0 | $ 2,800,000 | |||||
Inventory reserve | 1,700,000 | 1,700,000 | |||||
Cash and cash equivalents | $ 80,003,000 | 16,571,000 | $ 25,675,000 | $ 2,835,000 | |||
Anawah Inc [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Contingent liability | $ 3,000,000 | ||||||
Date of merger and reorganization | Jun. 15, 2005 | ||||||
Restructuring activities, description | As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs | ||||||
Number of development programs | Program | 3 | 3 | |||||
Number of development programs ceased | Program | 3 | ||||||
Anawah Inc [Member] | Maximum [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Contingent liability | $ 5,000,000 | ||||||
IPO [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Common stock, issued and sold | shares | 8,528,306 | ||||||
Common stock issued price per share | $ / shares | $ 8 | ||||||
Net proceeds from IPO | $ 58,300,000 | ||||||
Money Market Funds [Member] | |||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||
Cash and cash equivalents | $ 79,100,000 | $ 16,200,000 |
Description of Business and S24
Description of Business and Significant Accounting Policies - Summary of Current and Non-current Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 1,115 | $ 1,004 |
Finished goods | 1,558 | 1,569 |
Inventories | $ 2,673 | $ 2,573 |
Description of Business and S25
Description of Business and Significant Accounting Policies - Summary of Changes in Fair Value and Other Adjustments of Derivative Liabilities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Fair Value, Assets and Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Abstract] | ||||
Beginning balance | $ 2,979 | $ 1,213 | $ 1,580 | $ 1,192 |
Change in fair value and other adjustments | (291) | (219) | 1,108 | (198) |
Ending balance | $ 2,688 | $ 994 | $ 2,688 | $ 994 |
Investment in Unconsolidated 26
Investment in Unconsolidated Entity - Additional information (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 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 | $ 15,500,000 | |
Maturity date of debt | Jul. 15, 2015 | |
Extended maturity date of debt | Oct. 15, 2015 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 20 Months Ended | ||
Feb. 29, 2012Soybean_Grower | Jun. 30, 2015USD ($) | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Dec. 31, 2014USD ($) | Aug. 31, 2014USD ($) | |
Variable Interest Entity [Line Items] | |||||||
Aggregate value of common stock purchased | $ 950,000 | ||||||
Research and development expenses | $ 2,086,000 | $ 2,275,000 | $ 3,918,000 | 4,258,000 | |||
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, Inc. 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, Inc. 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 Inc. 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 | ||||||
Aggregate value of common stock purchased | $ 1,950 | ||||||
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 | $ 123,000 | $ 171,000 | 286,000 | $ 517,000 | |||
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 | Jun. 30, 2015 | Dec. 31, 2014 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 19,349 | |
Note payable to related party | $ 8,000 | |
Promissory note | 1,924 | |
Total | 19,349 | 9,924 |
Total | 19,349 | 9,924 |
Less current portion | (1,055) | |
Long-term portion | $ 19,349 | $ 8,869 |
Debt - Long-term Debt - Additio
Debt - Long-term Debt - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Apr. 30, 2015 | Jul. 31, 2012 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Nov. 10, 2014 | Nov. 30, 2013 | Aug. 31, 2013 | |
Debt Instrument [Line Items] | |||||||||
Note payable | $ 8,000,000 | ||||||||
Notes payable to unrelated party | 869,000 | $ 1,100,000 | $ 2,000,000 | ||||||
Fees paid to lender | $ 290,000 | ||||||||
Interest expense related to debt discount | $ 343,000 | $ 308,000 | |||||||
Promissory Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument term | 36 months | ||||||||
Repayment of principal balance | $ 1,600,000 | ||||||||
Repayment of accrued interest and prepayment fee | 44,000 | ||||||||
Interest rate on loan | 10.00% | 10.00% | |||||||
August 2013 Promissory notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Monthly principal and interest | $ 65,000 | ||||||||
November 2013 Promissory notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Monthly principal and interest | $ 35,000 | ||||||||
Long-term Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Term Loans principal amount | 20,000,000 | ||||||||
Interest rate terms description | Under this loan agreement, interest on the Term Loans accrues at a rate per annum equal to the greater of (i) 9.0% and (ii) a fluctuating rate of interest equal to three-month LIBOR as in effect from time to time plus 8.74%. | ||||||||
Repayment date of outstanding principal amounts and accrued interest | Nov. 1, 2018 | ||||||||
Additional term payment due on maturity of term loan | $ 600,000 | ||||||||
Debt instrument, covenant compliance description | The loan and security agreement includes customary covenants for credit facilities of this type. In addition, the agreement contains a financial covenant with respect to quarterly revenue targets which shall not be less than 80% of the projected revenue for such periods and cash and cash equivalents on hand which shall be at least 50% of the outstanding loan amount. As of June 30, 2015, the Company is in compliance with such covenants. The obligations under the loan agreement are secured by substantially all of the Company’s assets. | ||||||||
Debt instrument, violation or event of default description | In July 2015, the Company amended the loan agreement to include certain intellectual property rights in exchange for a waiver of the Company’s obligation to obtain a subordination agreement from Mahyco International with respect to the indebtedness the Company owes to Mahyco International. If any of these events of default occurs, the lenders may accelerate and declare to be immediately due and payable the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the agreement. In the case of a bankruptcy or insolvency event of default, the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the loan agreement automatically are accelerated and become due and payable. In addition, if an event of default occurs and is continuing under the loan agreement, the lenders may exercise certain additional secured creditor remedies against the Company and against the assets securing the Company’s obligations under the agreement. | ||||||||
Common stock warrants issued | 1,503,760 | ||||||||
Common stock warrants, exercise price per share | $ 1.33 | ||||||||
Warrant liability, fair value | $ 356,000 | ||||||||
Embedded derivative liability, fair value | $ 81,000 | ||||||||
Fees paid to lender | $ 289,000 | ||||||||
Interest expense related to debt discount | $ 76,000 | ||||||||
IPO completion date | 2015-05 | ||||||||
Initial fair value of warrants and embedded derivative liability | $ 437,000 | $ 437,000 | |||||||
Interest expense related to combined term loans | $ 396,000 | $ 396,000 | |||||||
Long-term Debt [Member] | Three-month LIBOR [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate spread on loan | 8.74% | ||||||||
Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of quarterly revenue target projected | 80.00% | ||||||||
Percentage of cash and cash equivalents on outstanding loan amount | 50.00% | ||||||||
Minimum [Member] | Long-term Debt [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate spread on loan | 9.00% | ||||||||
Moral Compass Corporation [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Note payable | $ 8,000,000 | 8,000,000 | $ 8,000,000 | ||||||
Interest rate spread on loan | 2.00% | ||||||||
Debt instrument term | 36 months | ||||||||
Debt instruments maturity month year | 2015-07 | ||||||||
Accrued interest due to related parties | $ 36,000 | ||||||||
Moral Compass Corporation [Member] | Term Note [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate spread on loan | 2.00% | ||||||||
Repayment of principal balance | $ 8,000,000 | ||||||||
Repayment of accrued interest and prepayment fee | $ 148,000 | ||||||||
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 $50 million. |
Debt - Convertible Promissory N
Debt - Convertible Promissory Notes - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Sep. 30, 2013 | Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2013 | |
Debt Instrument [Line Items] | ||||||
Additional convertible promissory notes | $ 500,000 | $ 4,500,000 | ||||
Interest expense related to debt discount | $ 343,000 | $ 308,000 | ||||
Increase in fair value of warrant | 200,000 | |||||
Binomial lattice option-pricing method [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt | $ 5,000,000 | 5,000,000 | ||||
Monte Carlo simulation method [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Additional convertible promissory notes | $ 5,000,000 | $ 5,000,000 | ||||
Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest on the notes | 2.00% | |||||
Conversion price | $ 16.52 | |||||
Percentage of price per share of recent offering for conversion price per share of notes outstanding | 90.00% | |||||
Convertible Promissory Notes [Member] | Binomial lattice option-pricing method [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Convertible Promissory Notes [Member] | Common stock warrant [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Number of warrant to purchase common stock issued | 75,666 | 75,666 | ||||
Warrant, exercise price | $ 16.52 | $ 16.52 | ||||
Warrant, vesting date | 2013-12 | |||||
Warrant, exercisable term | 5 years | |||||
Interest expense related to convertible promissory note | $ 175,000 | $ 182,000 | $ 379,000 | 364,000 | ||
Interest expense related to debt discount | $ 127,000 | $ 117,000 | $ 267,000 | $ 234,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) $ / shares in Units, $ in Millions | May. 20, 2015shares | May. 14, 2015shares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014shares | Jun. 30, 2015USD ($)$ / sharesshares | Jun. 30, 2014shares | Dec. 31, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number Of Equity Incentive Plans | 2 | ||||||
Minimum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options vesting period | 2 years 3 months | ||||||
Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options vesting period | 4 years | ||||||
Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted under director compensation plan | 352,493 | ||||||
Total number of options outstanding | 4,094,707 | 4,094,707 | 3,759,839 | ||||
2015 Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Percentage in payroll deductions to acquire shares of common stock | 15.00% | ||||||
Purchase plan offering period | 6 months | ||||||
Employees are able to purchase company's common stock on first trading day of offering period, percentage | 85.00% | ||||||
Common stock reserved for issuance under employee stock purchase plan | 625,000 | ||||||
Issuance of common stock pursuant to employee stock purchase plan | 0 | ||||||
First offering period, start date | May 14, 2015 | ||||||
First offering period, end date | Feb. 1, 2016 | ||||||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 1.4 | $ 1.4 | |||||
Weighted-average remaining recognition period | 2 years 6 months 18 days | ||||||
2015 Employee Stock Purchase Plan [Member] | Employee Stock Option [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options granted under director compensation plan | 0 | 0 | |||||
Estimated grant-date fair value of employee stock options granted | $ / shares | $ 5.35 | $ 1.28 | |||||
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 | 212,729 | ||||||
Total number of options outstanding | 45,000 | 45,000 | |||||
2015 Omnibus Equity Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options vesting period | 4 years | ||||||
Terms under the plan | The 2015 Plan became effective upon the 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 3,087,729 shares of common stock reserved for future issuance, which included 212,729 shares under the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016. In addition, shares subject to awards under the 2006 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), nonstatutory stock options (“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. | ||||||
Total number of shares reserved for issuance under plan | 3,087,729 | 3,087,729 | 3,087,729 | ||||
Common stock available for future grant | 3,042,729 | 3,042,729 | |||||
Number of options granted under director compensation plan | 45,000 | ||||||
Total number of options outstanding | 4,049,706 | 4,049,706 | |||||
2015 Omnibus Equity Incentive Plan [Member] | Share-based Compensation Award, Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options vesting percentage at end of one year | 25.00% | ||||||
2015 Omnibus Equity Incentive Plan [Member] | Maximum [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Options exercisable period | 10 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity Under Stock Incentive Plans (Detail) - Employee Stock Option [Member] - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2015 | |
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 | 352,493 |
Shares Subject to Outstanding Options, Options exercised | (6,566) |
Shares Subject to Outstanding Options, Options cancelled and forfeited | (11,059) |
Shares Subject to Outstanding Options, Ending Balance | 4,094,707 |
Shares Subject to Outstanding Options, Options vested and exercisable | 3,679,731 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ 3 |
Weighted-Average Exercise Price Per Share, Options granted | 7.30 |
Weighted-Average Exercise Price Per Share, Options exercised | 4.22 |
Weighted-Average Exercise Price Per Share, Options cancelled and forfeited | 7.99 |
Weighted-Average Exercise Price Per Share, Ending Balance | 3.34 |
Weighted-Average Exercise Price Per Share, Options vested and exercisable | $ 2.87 |
Aggregate Intrinsic Value, Outstanding at beginning balance | $ 12,499 |
Aggregate Intrinsic Value, Outstanding at ending balance | 15,908 |
Aggregate Intrinsic Value, Options vested and exercisable | $ 15,850 |
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 | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 5 years 6 months 7 days | 5 years 6 months 7 days | ||
Expected volatility | 80.00% | |||
Risk-free interest rate | 1.62% | |||
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 80.00% | |||
Risk-free interest rate | 1.61% | |||
Dividend yield | 0.00% | |||
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected volatility | 104.00% | |||
Risk-free interest rate | 1.66% | |||
Dividend yield | 0.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Expected income tax provision at the federal statutory rate | 34.00% | |||
Effective tax rate (ETR) | (3.20%) | (2.00%) | (3.20%) | (2.00%) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Potentially Dilutive Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 6 Months Ended | |
Jun. 30, 2015 | Jun. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 5,431,601 | 38,280,851 |
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 | |
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 | 9,587,764 | |
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 | 4,094,707 | 3,671,045 |
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 Promissory Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 300,119 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2015 | Jun. 30, 2014 | Jun. 30, 2015 | Jun. 30, 2014 | Dec. 31, 2014 | Nov. 10, 2014 | Jul. 31, 2012 | |
Related Party Transaction [Line Items] | |||||||
Note payable | $ 8,000,000 | ||||||
Royalty fees due | $ 10,000 | $ 10,000 | 56,000 | ||||
Revenue recognized | 23,000 | $ 23,000 | 46,000 | $ 46,000 | |||
Moral Compass Corporation [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Note payable | 8,000,000 | $ 8,000,000 | $ 8,000,000 | ||||
Blue Horse Labs Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Royalty fees due | 10,000 | 10,000 | 21,000 | ||||
Limagrain Cereal Seeds LLC [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Revenue recognized | 23,000 | $ 23,000 | 46,000 | $ 46,000 | |||
Amounts due from Limagrain | $ 0 | $ 0 | $ 0 |