Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 31, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
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 | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 44,479,267 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 10,473 | $ 23,973 |
Short-term investments | 43,413 | 26,270 |
Accounts receivable | 97 | 706 |
Unbilled revenue | 144 | 82 |
Inventories — current | 360 | 294 |
Prepaid expenses and other current assets | 1,188 | 692 |
Total current assets | 55,675 | 52,017 |
Property and equipment, net | 580 | 585 |
Inventories — noncurrent | 1,832 | 1,867 |
Long-term investments | 3,479 | 19,748 |
Other noncurrent assets | 20 | 25 |
Total assets | 61,586 | 74,242 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,610 | 2,423 |
Amounts due to related parties | 19 | 19 |
Unearned revenue — current | 1,196 | 1,008 |
Total current liabilities | 3,825 | 3,450 |
Notes payable | 25,077 | 24,930 |
Unearned revenue — noncurrent | 2,173 | 2,637 |
Other noncurrent liabilities | 3,000 | 3,000 |
Total liabilities | 34,075 | 34,017 |
Stockholders’ equity: | ||
Common stock, $0.001 par value—400,000,000 and 140,000,000 shares authorized as of September 30, 2016 and December 31, 2015; 44,479,267 and 44,184,195 shares issued and outstanding as of September 30, 2016 and December 31, 2015 | 44 | 44 |
Additional paid-in capital | 173,316 | 172,222 |
Accumulated deficit | (145,842) | (131,926) |
Accumulated other comprehensive loss | (7) | (115) |
Total stockholders’ equity | 27,511 | 40,225 |
Total liabilities and stockholders’ equity | $ 61,586 | $ 74,242 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 400,000,000 | 400,000,000 |
Common stock, issued | 44,479,267 | 44,184,195 |
Common stock, outstanding | 44,479,267 | 44,184,195 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenues: | ||||
Product | $ 102 | $ 123 | $ 422 | $ 383 |
License | 218 | 214 | 510 | 773 |
Contract research and government grants | 755 | 1,486 | 1,716 | 2,912 |
Total revenues (which includes $23, $23, $69, $68 from related parties — Note 12) | 1,075 | 1,823 | 2,648 | 4,068 |
Operating expenses: | ||||
Cost of product revenues | 60 | 61 | 242 | 223 |
Research and development | 2,255 | 3,179 | 6,673 | 7,097 |
Selling, general and administrative | 2,687 | 2,818 | 8,882 | 8,241 |
Total operating expenses | 5,002 | 6,058 | 15,797 | 15,561 |
Loss from operations | (3,927) | (4,235) | (13,149) | (11,493) |
Interest expense | (331) | (766) | (985) | (2,008) |
Other income (expense), net | 90 | 285 | 242 | (376) |
Net loss before income taxes | (4,168) | (4,716) | (13,892) | (13,877) |
Income tax benefit (provision) | (7) | 97 | (24) | (222) |
Net loss | (4,175) | (4,619) | (13,916) | (14,099) |
Accretion of redeemable convertible preferred stock to redemption value | (2,574) | |||
Deemed dividends to warrant holder | (197) | |||
Net loss attributable to common stockholders | $ (4,175) | $ (4,619) | $ (13,916) | $ (16,870) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (0.09) | $ (0.11) | $ (0.31) | $ (0.72) |
Weighted-average number of shares used in per share calculations: | ||||
Basic and diluted | 44,370,061 | 43,647,180 | 44,336,324 | 23,318,262 |
Other comprehensive income (loss), net of tax | ||||
Unrealized gains (losses) on available-for-sale securities | $ (1) | $ 108 | ||
Other comprehensive income (loss) | (1) | 108 | ||
Comprehensive loss attributable to common stockholders | $ (4,176) | $ (4,619) | $ (13,808) | $ (16,870) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Revenues from related parties | $ 23 | $ 23 | $ 69 | $ 68 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,916) | $ (14,099) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 227 | 210 |
Net amortization of investment premium | 115 | |
Stock-based compensation | 661 | 1,205 |
Change in fair value of derivative liabilities related to convertible promissory notes | 845 | |
Gain on expiration of warrant and derivative liability related to notes payable upon IPO | (437) | |
Accretion of debt discount | 148 | 589 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 609 | 357 |
Unbilled revenue | (62) | (51) |
Inventories | (32) | (157) |
Prepaid expenses and other current assets | (492) | (375) |
Other noncurrent assets | 4 | (43) |
Accounts payable and accrued expenses | 237 | 1,676 |
Amounts due to related parties | (41) | |
Unearned revenue | (277) | (842) |
Net cash used in operating activities | (12,778) | (11,163) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (222) | (80) |
Purchases of investments | (21,129) | (11,290) |
Proceeds from sales and maturities of investments | 20,247 | |
Net cash used in investing activities | (1,104) | (11,370) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock upon IPO | 68,226 | |
Payments of IPO issuance costs | (8,054) | |
Proceeds from issuance of notes payable | 20,000 | |
Payments of debt issuance costs | (46) | (290) |
Proceeds from exercise of stock options and ESPP purchases | 428 | 168 |
Payments on notes payable to related party | (8,000) | |
Payments on notes payable and convertible promissory notes | (3,122) | |
Net cash provided by financing activities | 382 | 68,928 |
Net increase (decrease) in cash and cash equivalents | (13,500) | 46,395 |
Cash and cash equivalents — beginning of period | 23,973 | 16,571 |
Cash and cash equivalents — end of period | 10,473 | 62,966 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 755 | 1,411 |
Cash paid for income taxes | 2 | 149 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accretion of redeemable convertible preferred stock | 2,574 | |
Deferred offering costs included in accounts payable and accrued expenses | 155 | |
Purchases of property and equipment included in accounts payable and accrued expenses | 1 | |
Reclassification of deferred IPO costs to equity | 5,026 | |
Deemed dividend to common stock warrant holder | 197 | |
Issuance of warrants and derivatives in connection with notes payable issuance | 437 | |
Stock option exercise cost included in accounts receivable | $ 6 | 19 |
Conversion of preferred stock to common stock upon IPO | $ 85,455 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Organization Arcadia Biosciences, Inc. (the “Company”), 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 mid to 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 6), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development 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 an amended and restated certificate of incorporation to effect a reverse split on 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, which the Company filed on May 8, 2015 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 consolidated financial statement have been retroactively adjusted to reflect the reverse stock split for all periods presented. The consolidated financial statements have also been retroactively adjusted to reflect a proportional adjustment for 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 (the “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 8,528,306 shares of common stock at $8.00 per share, which raised $58.4 million in proceeds, net of underwriting discounts and commissions of $4.8 million and offering expenses of $5.0 million. At the closing of the IPO, all of the outstanding shares of convertible preferred stock and redeemable convertible preferred stock were automatically converted into 32,972,793 shares of common stock. Following the IPO, there were no shares of preferred stock outstanding. In connection with the IPO, the Company filed an 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. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and Verdeca LLC in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The 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. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The information included in these consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K, filed on March 8, 2016. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers (Topic 606) Revenue from Contracts with Customers (Topic 606) • ASU No. 2016-08 Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) • ASU No. 2016-10 Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing • ASU No. 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients The Company is evaluating the effect that ASU No. 2014-09 and its related amendments will have on its consolidated financial statements and related disclosures. The Company has not yet selected a transition method nor has it determined the effect of the standard on its consolidated financial statements. In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments |
SONOVA Gamma Linolenic Acid ("G
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory | 3. SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil Inventory Raw materials inventories consist primarily of seed production costs incurred by the Company’s contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. Inventories consist of the following (in thousands): September 30, 2016 December 31, 2015 Raw materials $ 789 $ 665 Finished goods 1,403 1,496 Inventories $ 2,192 $ 2,161 The Company had inventory reserves for excess and slow-moving inventory of $2.3 million as of September 30, 2016 and December 31, 2015. |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments | 9 Months Ended |
Sep. 30, 2016 | |
Investments And Fair Value Of Financial Instruments [Abstract] | |
Investments and Fair Value of Financial Instruments | 4. Investments and Fair Value of Financial Instruments Available-for-Sale Investments The Company classified cash equivalents, short-term and long-term investments as “available-for-sale.” Investments are free of trading restrictions. The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive loss, which is reflected as a separate component of stockholder’s equity (deficit) in the Consolidated Balance Sheets. Gains and losses are recognized when realized in the Consolidated Statements of Operations and Comprehensive Loss. The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at September 30, 2016 and December 31, 2015, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income (“AOCI”): (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value September 30, 2016 Cash equivalents: Commercial paper $ 6,798 $ — $ — $ 6,798 Money market funds 3,268 — — 3,268 Short-term investments: Certificates of Deposit 3,980 — (3 ) 3,977 Commercial paper 18,655 — — 18,655 U.S. government securities 18,284 3 (4 ) 18,283 U.S. government agency securities 2,500 — (2 ) 2,498 Long-term investments: Certificates of Deposit 980 1 (1 ) 980 U.S. government agency securities 2,500 — (1 ) 2,499 Totals $ 56,965 $ 4 $ (11 ) $ 56,958 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2015 Cash equivalents: Money market funds $ 12,799 $ — $ — $ 12,799 Commercial paper 5,949 — — 5,949 U.S. government agency securities 3,049 — — 3,049 Short-term investments: Certificates of Deposit 3,374 — — 3,374 Commercial paper 3,598 — — 3,598 U.S. government securities 13,678 — (30 ) 13,648 U.S. government agency securities 5,653 1 (4 ) 5,650 Long-term investments: Certificates of Deposit 3,049 — — 3,049 U.S. government securities 11,780 — (52 ) 11,728 U.S. government agency securities 5,001 — (30 ) 4,971 Totals $ 67,930 $ 1 $ (116 ) $ 67,815 The Company did not have any investment categories that were in a continuous unrealized loss position for more than twelve months as of September 30, 2016. The unrealized gains and losses amounts above are included in AOCI. All long-term investments will mature in 2017. As of September 30, 2016, for fixed income securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell any of these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. The Company anticipates that it will recover the entire amortized cost basis of such fixed income securities and has determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the three and nine months ended September 30, 2016. Fair Value Measurement 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 fair value of the available-for-sale investments at September 30, 2016 and December 31, 2015 were as follows: Fair Value Measurements at September 30, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Commercial paper $ — $ 6,798 $ — $ 6,798 Money market funds 3,268 — — 3,268 Short-term investments: Certificates of Deposit — 3,977 — 3,977 Commercial paper — 18,655 — 18,655 U.S. government securities 18,283 — — 18,283 U.S. government agency securities — 2,498 — 2,498 Long-term investments: Certificates of Deposit — 980 — 980 U.S. government agency securities — 2,499 — 2,499 Total Assets at Fair Value $ 21,551 $ 35,407 $ — $ 56,958 Fair Value Measurements at December 31, 2015 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 12,799 $ — $ — $ 12,799 Commercial paper — 5,949 — 5,949 U.S. government agency securities — 3,049 — 3,049 Short-term investments: Certificates of Deposit — 3,374 — 3,374 Commercial paper — 3,598 — 3,598 U.S. government securities 13,648 — — 13,648 U.S. government agency securities — 5,650 — 5,650 Long-term investments: Certificates of Deposit — 3,049 — 3,049 U.S. government securities 11,728 — — 11,728 U.S. government agency securities — 4,971 — 4,971 Total Assets at Fair Value $ 38,175 $ 29,640 $ — $ 67,815 The carrying value of the notes payable approximate their fair values at September 30, 2016 and December 31, 2015, as the market rates currently available to the Company and other assumptions have not changed significantly. These were classified as Level 2. The Company’s Level 3 liabilities measured and recorded on a recurring basis consist of derivative liabilities related to the convertible promissory notes. 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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Beginning balance $ — $ 2,688 $ — $ 1,580 Change in fair value and other adjustments — (263 ) — 845 Ending balance $ — $ 2,425 $ — $ 2,425 |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | 5. 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 (“Limagrain”), a major global producer and marketer of field crop and vegetable seeds and affiliate of Groupe 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 Groupe 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 September 30, 2016, the debt balance was $23.3 million with a maturity date of January 15, 2017. It is the Company’s expectation that VUSA will provide LCS with additional debt financing and either extend the maturity for repayment of debt, or that the parties will structure a mutually agreeable recapitalization, as needed. Should the debt be converted into equity or 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 subject to an agreed valuation. The Company’s liability for any debt or obligations of LCS is limited to the Company’s contributed capital. As of September 30, 2016 and December 31, 2015, the Company’s investment in LCS has been reduced to $0 as a result of its equity method loss recognition. |
Variable Interest Entity
Variable Interest Entity | 9 Months Ended |
Sep. 30, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity | 6. Variable Interest Entity In February 2012, the Company formed Verdeca LLC (“Verdeca”), which is equally owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative owned by approximately 250 shareholders, including some of South America’s largest soybean growers. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. Both the Company and Bioceres incur expenses in support of specific agreed activities, as defined by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. An agreement executed in conjunction with the formation of Verdeca specified that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. The Company determined that its commitment to purchase common stock in Bioceres, S.A. as a means to provide capital to Verdeca resulted in a de facto agency relationship between the Company and Bioceres. The Company considers qualitative factors in assessing the primary beneficiary which include understanding the purpose and design of the VIE, associated risks that the VIE creates, activities that could be directed by the Company, and the expected relative impact of those activities on the economic performance of the VIE. Based on an evaluation of these factors, the Company concluded that it is the primary beneficiary of Verdeca. As a result of the agreement to fund future contributions by Bioceres, Inc., the Company purchased common stock of Bioceres, S.A. in the aggregate amount of $2.0 million between January 2013 and August 2014. The Company’s 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 and to eliminate the 2015 commitment. In consideration for these amendments, the Company surrendered 1,832 shares of Bioceres, S.A. held by the Company. The Company recorded a research and development expense of $1.5 million related to this agreement during the year ended December 31, 2014. In addition, the Company had 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. had the right to require the Company to sell back any shares of common stock owned by the Company under certain circumstances. The Company entered into a subcontracted research agreement in 2015 with Bioceres S.A. and Bioceres Semillas, S.A., a subsidiary of Bioceres S.A. Per the agreement, the Company could pay for these services with a combination of cash and Bioceres S.A. shares. As of December 31, 2015, the liability for the aforementioned agreement was settled with $205,000 of cash and the remaining 632 Bioceres S.A. shares, with a fair value of $500,000, held by the Company, thus reducing the cost investment on the Company’s Condensed Consolidated Balance Sheet to $0. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amounts of $98,000, $875,000, $221,000, and $1.2 million for the three and nine months ended September 30, 2016 and 2015, respectively. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term Debt Long-term debt consisted of the following (in thousands): September 30, 2016 December 31, 2015 Notes payable $ 25,077 $ 24,930 Total 25,077 24,930 Less current portion — — Long-term portion $ 25,077 $ 24,930 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 existing 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 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. This term note, including the principal balance of $8.0 million and accrued interest and prepayment fee of $148,000 was paid in full in April 2015. A prepayment fee of $80,000 was recorded as a loss on extinguishment of debt. 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. These notes, including the aggregate outstanding principal balance of $1.6 million and accrued interest and prepayment fee of $44,000, were paid in full in April 2015. A prepayment fee of $37,000 was recorded as a loss on extinguishment of debt. 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”), proceeds of which were used to repay existing debt with MCC and an unrelated party as described above. Under this loan agreement, interest on the Term Loans accrued 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 was 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. This agreement provided for a right of prepayment with associated prepayment fees and an additional end-of-term payment of $600,000 due upon maturity or when the Term Loans are prepaid in whole or in part to the lenders. As part of the Term Loans, the Company also issued the lenders warrants to purchase 1,503,760 shares of its common stock at an exercise price of $5.32 per share, which were only exercisable in the event that an IPO was not completed prior to September 30, 2015 and would have remained 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 Sheets, which was subject to subsequent re-measurement 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 was an embedded derivative and recorded $81,000 for the fair value of the embedded derivative as a liability, which was subject to subsequent re-measurement for changes in fair value until exercise or expiration. The proceeds received under the Term Loans, less fees paid to the lender of $290,000, 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 was to 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 $112,000 and $188,000 for the three and nine months ended September 30, 2015, respectively. In May 2015, upon the completion of the IPO, the warrants were terminated and the right to adjust the interest rate upon non-occurrence of an IPO was relinquished. As such, the Company released the initial fair value of the warrants and the embedded derivative of $437,000 to other income. The Company recognized interest expense inclusive of the debt discount related to the combined Term Loans of $572,000 and $968,000 for the three and nine months ended September 30, 2015, respectively. Two convertible promissory notes (“Convertible Promissory Notes”) and a warrant purchase agreement were executed in September 2013 and December 2013 with Mahyco International, an affiliate of Maharashtra Hybrid Seeds Company Ltd. (“Mahyco”), which is a licensee of the Company’s technologies. The Convertible Promissory Notes were issued in the amounts of $500,000 in September 2013 and $4.5 million in December 2013. The interest rate on the Convertible Promissory Notes was prime plus 2%, compounded monthly over the course of the five-year terms ending September and December 2018, and was payable in full on the maturity dates. At any time during the term, the lender could convert all or part of the outstanding balance of the Convertible Promissory Notes (including principal and accrued but unpaid interest) into common stock of the Company at $16.52 per share through December 2016 and at 90% of the most recent offering thereafter. At its option, Mahyco International could offset future fee payments due from Mahyco to the Company against the outstanding balance of the Convertible Promissory Notes (including principal and accrued but unpaid interest). Mahyco International had the right to demand immediate settlement of a portion of the outstanding balance of the Convertible Promissory Notes, subject to mutual agreement by the Company. The Company recorded a derivative liability for the initial fair value of the settlement obligation. In addition, Mahyco International had 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 an additional 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 were recorded to other income (expense), net in the Consolidated Statement of Operations and Comprehensive Loss. In conjunction with the Convertible Promissory Notes, the Company issued to Mahyco International a warrant (the “Mahyco Warrant”) to purchase 75,666 shares of common stock at an exercise price of $16.52. The Mahyco Warrant was issued in December 2013, vested immediately and remains exercisable throughout the original five-year term. The Company allocated the gross proceeds from the Convertible Promissory Notes to the derivative liabilities based on their initial fair values and the remainder of the proceeds to the Convertible Promissory Notes and Mahyco Warrant on a relative fair value basis. The amount allocated to the Mahyco Warrant was recorded as a debt discount to be amortized as interest expense over the estimated term of the note and warrant purchase agreement using the effective interest rate method. The Company recognized interest expense related to the Convertible Promissory Notes of $183,000 and $562,000 for the three and nine months ended September 30, 2015, respectively. Of the total interest expense recognized, $134,000 and $401,000 was related to the debt discount for the three and nine months ended September 30, 2015, respectively. In March 2015, the parties amended the Mahyco Warrant to clarify certain terms relating to expiration. The Company accounted for the amendment as a modification with the incremental increase in fair value of $197,000 as of the amendment date, which was accounted for as a deemed dividend to the warrant holder. In December 2015, the Company entered into a new loan and security agreement with Silicon Valley Bank (the “Bank”) providing for a senior secured term loan facility in the amount of $25.0 million. Proceeds were used by the Company to repay all existing debt including the Term Loans’ principal balance of $20.0 million and related accrued interest, prepayment and other fees in the amount of $1.3 million and the Convertible Promissory Notes’ principal balance of $3.7 million and associated accrued interest of $154,000. The Term Loans’ prepayment and end of term fees of $1.2 million were recorded as a loss on extinguishment of debt, along with the $427,000 unamortized debt discount and $58,000 of deferred loan issuance fees. In addition, Mahyco International’s option to place another $5.0 million of convertible debt was surrendered with the repayment and the related derivative liabilities totaling $1.6 million were released and recorded as a gain on extinguishment of debt. Under this new loan and security agreement, interest accrues at a floating rate per annual rate equal to nine tenths of one percentage point (0.90%) above the prime rate published from time to time in The Wall Street Journal. The agreement requires the Company to make monthly interest-only payments through December 2017. After this date, the Company is required to make thirty-six (36) equal monthly installments of principal, plus accrued interest. The Company’s final payment, due on the maturity date of December 1, 2020, shall include all outstanding principal and accrued and unpaid interest plus a final payment equal to $625,000. In the event the loan is repaid prior to its maturity, the Company is responsible for (i) all outstanding principal plus accrued and unpaid interest, (ii) a prepayment fee is due equal to 3% of the outstanding principal amount if prepayment occurs on or before December 29, 2016, 2% of the outstanding principal balance after December 29, 2016, but on or prior to December 29, 2017, and 1% of the outstanding principal amount if the prepayment occurs after December 29, 2017, (iii) the final payment of $625,000, and (iv) other bank expenses. The loan has been recorded on the Consolidated Balance Sheet as of December 31, 2015, net of approximately $70,000 related to issuance fees. The Company recognized interest expense of $331,000 and $985,000 for the three and nine months ended September 30, 2016. Of the total interest expense recognized, $50,000 and $148,000 was related to the amortization of the debt discount and end of term payment for the three and nine months ended September 30, 2016, respectively. This loan and security agreement contains customary events of default and covenants, including a financial covenant that requires the Company to maintain either a liquidity ratio (defined as the ratio of the Company’s cash, cash equivalents and net accounts receivable to the Company’s obligation owed to the Bank) of at least 1.4:1.0, or to cash collateralize 100% of the Company’s obligations to the Bank. The Company’s obligations to the Bank are secured by substantially all of the Company’s assets, excluding intellectual property. As of September 30, 2016, the Company is in compliance with all covenants. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. 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 non-statutory stock options (“NSOs”) under the 2006 Plan until May 2015, when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding, and were issued while it was in effect. Certain options vested upon completion of the IPO and the remaining unvested options at the time of the IPO 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 canceled will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock awards, stock units, stock appreciation rights, and other forms of equity compensation, all of which may be granted to employees, officers, non-employee directors, and consultants. The ISOs and NSOs will be granted at a price per share not less than the fair value at the 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, once vested, generally are exercisable for up to 10 years after grant. As of September 30, 2016, a total of 5,069,906 shares of common stock were reserved for issuance under the 2015 Plan, of which 3,284,171 shares of common stock are available for future grant. As of September 30, 2016, a total of 2,906,888 and 1,785,735 options are outstanding under the 2006 and 2015 Plans, respectively. A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2015 3,427,509 $ 3.76 $ 3,707 Options granted 1,751,485 5.27 Options exercised (219,730 ) 1.19 Options cancelled and forfeited (266,641 ) 5.36 Outstanding — Balance at September 30, 2016 4,692,623 $ 4.35 $ 1,173 Vested and expected to vest — September 30, 2016 4,692,623 $ 4.35 $ 1,173 Exercisable — September 30, 2016 2,801,217 $ 3.63 $ 1,053 As of September 30, 2016, there was $1.8 million of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 3.10 years. The fair value of stock option awards to executives, employees, and other service providers was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Expected term (years) 5.98 - 6.25 N/A 5.98 - 6.25 5.52 Expected volatility 88% - 91% N/A 88% - 91% 80% - 104% Risk-free interest rate 1.17% - 1.38% N/A 1.17% - 1.54% 1.61% - 1.62% Dividend yield — N/A — — The weighted-average estimated grant-date fair value of stock options granted during the three and nine months ended September 30, 2016 were $1.44 and $1.14, respectively. The weighted-average estimated grant-date fair value of stock options granted during the three and nine months ended September 30, 2015 were $0 and $4.61, 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 of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. After the first offering period, which began on May 14, 2015 and ended on February 1, 2016, the ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of September 30, 2016, the number of shares of common stock reserved for future issuance under the ESPP is 987,158. The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of September 30, 2016, 75,342 shares had been issued under the ESPP. The Company recorded $16,000 and $72,000 of compensation expense for the three and nine months ended September 30, 2016, respectively. Warrants On December 2013, the Company issued warrants to Mahyco International to purchase 75,666 shares of common stock, exercisable as of the issuance date, at an exercise price of $16.52 per share in conjunction with the Convertible Promissory Notes as further described in Note 7. In connection with the Series D preferred stock financing in the first half of 2014, the Company issued warrants, exercisable as of the issuance date, to the Series D preferred stock investors to purchase an aggregate of 1,227,783 shares of common stock at an exercise price of $18.16 per share and to the placement agent to purchase 33,445 shares of common stock at $13.45. All warrants will expire five years from the warrants’ issuance date. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items that are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or as the tax environment changes. The interim financial statement provision for income taxes 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 -0.2%, 2.1%, -0.2%, and -1.6% for the three and nine months ended September 30, 2016 and 2015, respectively. The difference between the effective tax rate and the federal statutory rate of 34% was primarily due to the full valuation allowance recorded on the Company’s net deferred tax assets and foreign withholding taxes. As of September 30, 2016, there have been no material changes to the Company’s uncertain tax positions. |
Contingent Liability Related to
Contingent Liability Related to the Anawah Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingent Liability Related to the Anawah Acquisition | 10. 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 non-cash 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, thus, the contingent liability was reduced to $3.0 million. During the third quarter of 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. As of September 30, 2016, the Company continues to pursue a total of three development programs using this technology and believes that the contingent liability is probable. As a result, $3.0 million remains on the Consolidated Balance Sheet as an other noncurrent liability. |
Net Loss per Share
Net Loss per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 11. 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 nine months ended September 30, 2016 and 2015, all potentially dilutive common shares were determined to be anti-dilutive. Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares): Nine Months Ended September 30, 2016 2015 Options to purchase common stock 4,692,623 3,744,534 Warrants to purchase common stock 1,336,894 1,336,894 Convertible promissory notes — 320,464 Total 6,029,517 5,401,892 |
Related-Party Transactions
Related-Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 12. 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 September 30, 2016. 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 7). 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 that involve certain intellectual property developed under research funding from BHL. Royalty fees due to BHL were $18,000 and $19,000 as of September 30, 2016 and December 31, 2015, 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. Limagrain was subject to Item 404 of Regulation S-K – Transactions with Related Persons, Promoters and Certain Control Persons until the IPO in May 2015, at which time its ownership percentage was diluted and fell below the 5% threshold. The Company recognized $23,000, $23,000, and $69,000 and $68,000 of revenue under these agreements for the three and nine months ended September 30, 2016 and 2015, respectively. No amounts were due from Limagrain as of September 30, 2016 and December 31, 2015. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events The Company has reviewed and evaluated subsequent events through November 10, 2016, the date the condensed consolidated financial statements were available to be issued. |
Description of Business and B20
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Organization | Organization Arcadia Biosciences, Inc. (the “Company”), 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 mid to 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 6), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development 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 an amended and restated certificate of incorporation to effect a reverse split on 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, which the Company filed on May 8, 2015 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 consolidated financial statement have been retroactively adjusted to reflect the reverse stock split for all periods presented. The consolidated financial statements have also been retroactively adjusted to reflect a proportional adjustment for 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 (the “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 8,528,306 shares of common stock at $8.00 per share, which raised $58.4 million in proceeds, net of underwriting discounts and commissions of $4.8 million and offering expenses of $5.0 million. At the closing of the IPO, all of the outstanding shares of convertible preferred stock and redeemable convertible preferred stock were automatically converted into 32,972,793 shares of common stock. Following the IPO, there were no shares of preferred stock outstanding. In connection with the IPO, the Company filed an 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. |
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 in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The 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. Interim results are not necessarily indicative of results for any other interim period or for a full fiscal year. The information included in these consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2015 included in the Company’s Annual Report on Form 10-K, filed on March 8, 2016. |
SONOVA Gamma Linolenic Acid (21
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Raw materials inventories consist primarily of seed production costs incurred by the Company’s contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. Inventories consist of the following (in thousands): September 30, 2016 December 31, 2015 Raw materials $ 789 $ 665 Finished goods 1,403 1,496 Inventories $ 2,192 $ 2,161 |
Investments and Fair Value of22
Investments and Fair Value of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Investments And Fair Value Of Financial Instruments [Abstract] | |
Summary of Amortized Cost and Fair Value of the Available-For-Sale Investment Securities Portfolio | The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at September 30, 2016 and December 31, 2015, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income (“AOCI”): (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value September 30, 2016 Cash equivalents: Commercial paper $ 6,798 $ — $ — $ 6,798 Money market funds 3,268 — — 3,268 Short-term investments: Certificates of Deposit 3,980 — (3 ) 3,977 Commercial paper 18,655 — — 18,655 U.S. government securities 18,284 3 (4 ) 18,283 U.S. government agency securities 2,500 — (2 ) 2,498 Long-term investments: Certificates of Deposit 980 1 (1 ) 980 U.S. government agency securities 2,500 — (1 ) 2,499 Totals $ 56,965 $ 4 $ (11 ) $ 56,958 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2015 Cash equivalents: Money market funds $ 12,799 $ — $ — $ 12,799 Commercial paper 5,949 — — 5,949 U.S. government agency securities 3,049 — — 3,049 Short-term investments: Certificates of Deposit 3,374 — — 3,374 Commercial paper 3,598 — — 3,598 U.S. government securities 13,678 — (30 ) 13,648 U.S. government agency securities 5,653 1 (4 ) 5,650 Long-term investments: Certificates of Deposit 3,049 — — 3,049 U.S. government securities 11,780 — (52 ) 11,728 U.S. government agency securities 5,001 — (30 ) 4,971 Totals $ 67,930 $ 1 $ (116 ) $ 67,815 |
Summary of Fair Value of Available-for-Sale Investments | The fair value of the available-for-sale investments at September 30, 2016 and December 31, 2015 were as follows: Fair Value Measurements at September 30, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Commercial paper $ — $ 6,798 $ — $ 6,798 Money market funds 3,268 — — 3,268 Short-term investments: Certificates of Deposit — 3,977 — 3,977 Commercial paper — 18,655 — 18,655 U.S. government securities 18,283 — — 18,283 U.S. government agency securities — 2,498 — 2,498 Long-term investments: Certificates of Deposit — 980 — 980 U.S. government agency securities — 2,499 — 2,499 Total Assets at Fair Value $ 21,551 $ 35,407 $ — $ 56,958 Fair Value Measurements at December 31, 2015 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 12,799 $ — $ — $ 12,799 Commercial paper — 5,949 — 5,949 U.S. government agency securities — 3,049 — 3,049 Short-term investments: Certificates of Deposit — 3,374 — 3,374 Commercial paper — 3,598 — 3,598 U.S. government securities 13,648 — — 13,648 U.S. government agency securities — 5,650 — 5,650 Long-term investments: Certificates of Deposit — 3,049 — 3,049 U.S. government securities 11,728 — — 11,728 U.S. government agency securities — 4,971 — 4,971 Total Assets at Fair Value $ 38,175 $ 29,640 $ — $ 67,815 |
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 September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Beginning balance $ — $ 2,688 $ — $ 1,580 Change in fair value and other adjustments — (263 ) — 845 Ending balance $ — $ 2,425 $ — $ 2,425 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (in thousands): September 30, 2016 December 31, 2015 Notes payable $ 25,077 $ 24,930 Total 25,077 24,930 Less current portion — — Long-term portion $ 25,077 $ 24,930 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased 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 Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2015 3,427,509 $ 3.76 $ 3,707 Options granted 1,751,485 5.27 Options exercised (219,730 ) 1.19 Options cancelled and forfeited (266,641 ) 5.36 Outstanding — Balance at September 30, 2016 4,692,623 $ 4.35 $ 1,173 Vested and expected to vest — September 30, 2016 4,692,623 $ 4.35 $ 1,173 Exercisable — September 30, 2016 2,801,217 $ 3.63 $ 1,053 |
Weighted-Average Fair Value Assumption of Stock Option Awards | The fair value of stock option awards to executives, employees, and other service providers was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumptions: Three Months Ended September 30, Nine Months Ended September 30, 2016 2015 2016 2015 Expected term (years) 5.98 - 6.25 N/A 5.98 - 6.25 5.52 Expected volatility 88% - 91% N/A 88% - 91% 80% - 104% Risk-free interest rate 1.17% - 1.38% N/A 1.17% - 1.54% 1.61% - 1.62% Dividend yield — N/A — — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Not Included in Diluted per Share Calculations | Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares): Nine Months Ended September 30, 2016 2015 Options to purchase common stock 4,692,623 3,744,534 Warrants to purchase common stock 1,336,894 1,336,894 Convertible promissory notes — 320,464 Total 6,029,517 5,401,892 |
Description of Business and B26
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 9 Months Ended | ||
May 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Description Of Business [Line Items] | ||||
Place of incorporation | Arizona | |||
Year of incorporation | 2,002 | |||
Place of reincorporation | Delaware | |||
Date of reincorporation | 2015-03 | |||
Reverse split of issued and outstanding common stock | one-for-four | |||
Proceeds from issuance of common stock upon IPO | $ 68,226 | |||
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 | 32,972,793 | |||
Preferred stock, outstanding | 0 | |||
Common stock, authorized | 400,000,000 | 400,000,000 | 400,000,000 | |
Preferred stock, authorized | 20,000,000 | |||
Common stock, par value | $ 0.001 | $ 0.001 | $ 0.001 | |
Preferred stock, par value | $ 0.001 | |||
IPO [Member] | ||||
Description Of Business [Line Items] | ||||
Common stock, issued and sold | 8,528,306 | |||
Common stock issued price per share | $ 8 | |||
Proceeds from issuance of common stock upon IPO | $ 58,400 | |||
Underwriting discounts and commissions | 4,800 | |||
Offering expenses | $ 5,000 |
SONOVA Gamma Linolenic Acid (27
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 789 | $ 665 |
Finished goods | 1,403 | 1,496 |
Inventories | $ 2,192 | $ 2,161 |
SONOVA Gamma Linolenic Acid (28
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory - Additional information (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Inventory | $ 2.3 | $ 2.3 |
Investments and Fair Value of29
Investments and Fair Value of Financial Instruments - Summary of Amortized Cost and Fair Value of the Available-For-Sale Investment Securities Portfolio (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 56,965 | $ 67,930 |
Unrealized Gains | 4 | 1 |
Unrealized Losses | (11) | (116) |
Estimated Fair Value | 56,958 | 67,815 |
Cash Equivalents [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 6,798 | 5,949 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 6,798 | 5,949 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,268 | 12,799 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 3,268 | 12,799 |
Cash Equivalents [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,049 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 3,049 | |
Short-term Investments [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 18,655 | 3,598 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 18,655 | 3,598 |
Short-term Investments [Member] | Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,980 | 3,374 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (3) | 0 |
Estimated Fair Value | 3,977 | 3,374 |
Short-term Investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 18,284 | 13,678 |
Unrealized Gains | 3 | 0 |
Unrealized Losses | (4) | (30) |
Estimated Fair Value | 18,283 | 13,648 |
Short-term Investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,500 | 5,653 |
Unrealized Gains | 0 | 1 |
Unrealized Losses | (2) | (4) |
Estimated Fair Value | 2,498 | 5,650 |
Long-term investments [Member] | Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 980 | 3,049 |
Unrealized Gains | 1 | 0 |
Unrealized Losses | (1) | 0 |
Estimated Fair Value | 980 | 3,049 |
Long-term investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 11,780 | |
Unrealized Gains | 0 | |
Unrealized Losses | (52) | |
Estimated Fair Value | 11,728 | |
Long-term investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,500 | 5,001 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1) | (30) |
Estimated Fair Value | $ 2,499 | $ 4,971 |
Investments and Fair Value of30
Investments and Fair Value of Financial Instruments - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Jun. 30, 2016 | |
Investments Debt And Equity Securities [Abstract] | ||
Investment in continuous unrealized loss position for more than twelve months | $ 0 | |
Maturity of long-term investments | 2,017 |
Investments and Fair Value of31
Investments and Fair Value of Financial Instruments - Summary of Fair Value of Available-for-Sale Investments (Details) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 56,958 | $ 67,815 |
U.S. Government Agency Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 3,049 | |
Short-term investments | 2,498 | 5,650 |
Long-term investments | 2,499 | 4,971 |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 21,551 | 38,175 |
Level 1 [Member] | U.S. Government Agency Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Level 2 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 35,407 | 29,640 |
Level 2 [Member] | U.S. Government Agency Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 3,049 | |
Short-term investments | 2,498 | 5,650 |
Long-term investments | 2,499 | 4,971 |
Level 3 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 0 | 0 |
Level 3 [Member] | U.S. Government Agency Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 6,798 | 5,949 |
Short-term investments | 18,655 | 3,598 |
Commercial Paper [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Commercial Paper [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 6,798 | 5,949 |
Short-term investments | 18,655 | 3,598 |
Commercial Paper [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Short-term investments | 0 | 0 |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 3,268 | 12,799 |
Money Market Funds [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 3,268 | 12,799 |
Money Market Funds [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Money Market Funds [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,977 | 3,374 |
Long-term investments | 980 | 3,049 |
Certificates of Deposit [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Certificates of Deposit [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,977 | 3,374 |
Long-term investments | 980 | 3,049 |
Certificates of Deposit [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 18,283 | 13,648 |
Long-term investments | 11,728 | |
U.S. Government Securities [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 18,283 | 13,648 |
Long-term investments | 11,728 | |
U.S. Government Securities [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
U.S. Government Securities [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 0 | 0 |
Long-term investments | $ 0 |
Investments and Fair Value of32
Investments and Fair Value of Financial Instruments - Summary of Changes in Fair Value and Other Adjustments of Derivative Liabilities (Detail) - Derivative Financial Instruments Liabilities [Member] - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 2,688 | $ 1,580 |
Change in fair value and other adjustments | (263) | 845 |
Ending balance | $ 2,425 | $ 2,425 |
Investment in Unconsolidated 33
Investment in Unconsolidated Entity - Additional information (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016 | Dec. 31, 2015 | |
Schedule of Equity Method Investments [Line Items] | ||
Investment, ownership percentage | 35.00% | |
Loss on investments | $ 0 | $ 0 |
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 | $ 23,300,000 | |
Maturity date of debt | Jan. 15, 2017 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 20 Months Ended | ||||
Sep. 30, 2014USD ($)shares | Feb. 29, 2012Soybean_Grower | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Dec. 31, 2014USD ($) | Aug. 31, 2014USD ($) | |
Variable Interest Entity [Line Items] | |||||||||
Variable interest entity agreement, terms | Both the Company and Bioceres incur expenses in support of specific agreed activities, as defined by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. An agreement executed in conjunction with the formation of Verdeca specified that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. | ||||||||
Funding period of cash required for contributed services | 4 years | ||||||||
Aggregate value of common stock purchased | $ 2,000,000 | ||||||||
Number of shares surrendered | shares | 1,832 | ||||||||
Research agreement settled | $ 205,000 | ||||||||
Number of share remaining | shares | 632 | ||||||||
Fair value of share held | $ 500,000 | ||||||||
Cost method investment | $ 0 | ||||||||
Direct and allocated overhead amount | $ 98,000 | $ 875,000 | $ 221,000 | $ 1,200,000 | |||||
Research And Development Expense [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
VIE agreement amendment expense | $ 1,500,000 | ||||||||
Amended Purchase Commitment Of Common Stock [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Commitment to purchase stock in 2014 | $ 500,000 | ||||||||
Maximum [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Commitment to purchase stock | 5,000,000 | ||||||||
Maximum [Member] | Purchase Commitment of Common Stock [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Commitment to purchase stock in 2014 | 2,000,000 | ||||||||
Commitment to purchase stock in 2015 | $ 1,200,000 | ||||||||
Bioceres, S.A. [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of soybean growers owned | Soybean_Grower | 250 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 25,077 | $ 24,930 |
Total | 25,077 | 24,930 |
Long-term portion | $ 25,077 | $ 24,930 |
Debt - Long-term Debt - Additio
Debt - Long-term Debt - Additional Information (Detail) | 1 Months Ended | 2 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
May 31, 2015USD ($) | Apr. 30, 2015USD ($)$ / sharesshares | Jul. 31, 2012USD ($) | Dec. 31, 2014USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)Installment | Nov. 30, 2013USD ($) | Aug. 31, 2013USD ($) | |
Debt Instrument [Line Items] | |||||||||||
Repayment of principal balance | $ 8,000,000 | ||||||||||
Repayment of accrued interest and prepayment fee | $ 331,000 | $ 766,000 | $ 985,000 | 2,008,000 | |||||||
Fees paid to lender | 46,000 | 290,000 | |||||||||
Interest expense related to debt discount | $ 148,000 | 589,000 | |||||||||
Promissory Notes [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument term | 36 months | ||||||||||
Repayment of accrued interest and prepayment fee | $ 44,000 | ||||||||||
Loss on extinguishment of debt | (37,000) | ||||||||||
Notes Payable to Unrelated Party | $ 1,100,000 | $ 2,000,000 | |||||||||
Stated interest rate on loan | 10.00% | 10.00% | |||||||||
Repayment of principal balance | 1,600,000 | ||||||||||
Term Loan Borrowings from Unrelated Parties [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 accrued 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%. | ||||||||||
Additional term payment due on maturity of term loan | $ 600,000 | ||||||||||
Common stock warrants issued | shares | 1,503,760 | ||||||||||
Common stock warrants, exercise price per share | $ / shares | $ 5.32 | ||||||||||
Warrant liability, fair value | $ 356,000 | ||||||||||
Embedded derivative liability, fair value | $ 81,000 | ||||||||||
Fees paid to lender | $ 290,000 | ||||||||||
Interest expense related to debt discount | 112,000 | 188,000 | |||||||||
Initial fair value of warrants and embedded derivative liability | $ 437,000 | ||||||||||
Interest expense related to combined term loans | $ 572,000 | $ 968,000 | |||||||||
Term Loan Borrowings from Unrelated Parties [Member] | Three-month LIBOR [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread on loan | 8.74% | ||||||||||
Term Loan Borrowings from Unrelated Parties [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Stated interest rate on loan | 9.00% | ||||||||||
Senior Secured Term Loan Facility [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Repayment of accrued interest and prepayment fee | $ 331,000 | 985,000 | |||||||||
Loss on extinguishment of debt | $ (1,200,000) | ||||||||||
Repayment of principal balance | 20,000,000 | ||||||||||
Term Loans principal amount | 25,000,000 | ||||||||||
Accrued interest, prepayment and other fees | 1,300,000 | ||||||||||
Unamortized debt discount | 427,000 | ||||||||||
Deferred loan issuance fees | $ 58,000 | ||||||||||
Number of installments | Installment | 36 | ||||||||||
Repayment date of outstanding principal amounts and accrued interest | Dec. 1, 2020 | ||||||||||
Final payment amount | $ 625,000 | ||||||||||
Loans, net of issuance fees | $ 70,000 | ||||||||||
Amortization of debt discount and end of term payment | $ 50,000 | $ 148,000 | |||||||||
Cash collateralized obligations | 100.00% | ||||||||||
Senior Secured Term Loan Facility [Member] | Prepayment Occurs on or Before December 29, 2016 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment fee as of outstanding principal amount percentage | 3.00% | ||||||||||
Senior Secured Term Loan Facility [Member] | Prepayment Occurs After December 29, 2016 but on or Prior to December 29, 2017 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment fee as of outstanding principal amount percentage | 2.00% | ||||||||||
Senior Secured Term Loan Facility [Member] | Prepayment Occurs After December 29, 2017 [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Prepayment fee as of outstanding principal amount percentage | 1.00% | ||||||||||
Senior Secured Term Loan Facility [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread on loan | 0.90% | ||||||||||
Senior Secured Term Loan Facility [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Liquidity ratio | 140.00% | ||||||||||
Moral Compass Corporation [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 8,000,000 | ||||||||||
Moral Compass Corporation [Member] | Term Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 8,000,000 | ||||||||||
Debt instrument term | 36 months | ||||||||||
Debt instruments maturity month year | 2015-07 | ||||||||||
Moral Compass Corporation [Member] | Term Note [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread on loan | 2.00% | ||||||||||
Moral Compass Corporation [Member] | Amended Term Note [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Note payable | $ 8,000,000 | ||||||||||
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. | ||||||||||
Interest rate on loan | 11.00% | 11.00% | |||||||||
Repayment of principal balance | $ 8,000,000 | ||||||||||
Repayment of accrued interest and prepayment fee | 148,000 | ||||||||||
Loss on extinguishment of debt | $ (80,000) | ||||||||||
Moral Compass Corporation [Member] | Amended Term Note [Member] | Prime Rate [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Interest rate spread on loan | 2.00% | ||||||||||
Moral Compass Corporation [Member] | Amended Term Note [Member] | Minimum [Member] | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Gross proceeds from equity financing | $ 50,000,000 |
Debt - Convertible Promissory N
Debt - Convertible Promissory Notes - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2013 | Sep. 30, 2013 | |
Debt Instrument [Line Items] | ||||||
Warrant, exercisable term | 5 years | |||||
Accretion of debt discount | $ 148,000 | $ 589,000 | ||||
Increase in fair value of warrant | $ 197,000 | |||||
Mahyco Convertible Promissory Note One [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 500,000 | |||||
Mahyco Convertible Promissory Note Two [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 4,500,000 | |||||
Mahyco Convertible Promissory Notes [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument term | 5 years | |||||
Conversion price | $ 16.52 | |||||
Percentage of price per share of recent offering for conversion price per share of notes outstanding | 90.00% | |||||
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 | $ 183,000 | 562,000 | ||||
Accretion of debt discount | $ 134,000 | $ 401,000 | ||||
Mahyco Convertible Promissory Notes [Member] | Prime Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest on the notes | 2.00% | |||||
Additional Mahyco Convertible Notes Payable [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 5,000,000 | |||||
Debt instrument term | 5 years | |||||
Convertible debt | $ 5,000,000 | |||||
New Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Convertible debt | $ 5,000,000 | |||||
Repayment of principal balance | 3,700,000 | |||||
Accrued interest | 154,000 | |||||
Derivative liabilities | $ 1,600,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | May 20, 2015shares | May 14, 2015 | Sep. 30, 2016USD ($)$ / sharesshares | Sep. 30, 2015$ / shares | Sep. 30, 2016USD ($)IncentivePlan$ / sharesshares | Sep. 30, 2015USD ($)$ / shares | Dec. 31, 2015shares | Jun. 30, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity incentive plans | IncentivePlan | 2 | ||||||||
Total number of options outstanding | 4,692,623 | 4,692,623 | 3,427,509 | ||||||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 1,800,000 | $ 1,800,000 | |||||||
Weighted-average remaining recognition period | 3 years 1 month 6 days | ||||||||
Weighted-average estimated grant-date fair value of stock options granted | $ / shares | $ 1.44 | $ 0 | $ 1.44 | $ 4.61 | |||||
Stock-based compensation | $ | $ 661,000 | $ 1,205,000 | |||||||
Warrant, exercisable term | 5 years | ||||||||
Placement Agent [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock warrants, exercise price per share | $ / shares | $ 13.45 | ||||||||
Common stock warrants issued | 33,445 | ||||||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock warrants, exercise price per share | $ / shares | $ 18.16 | ||||||||
Common stock warrants issued | 1,227,783 | ||||||||
Mahyco Convertible Promissory Notes [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of warrant to purchase common stock issued | 75,666 | 75,666 | 75,666 | ||||||
Common stock warrants, exercise price per share | $ / shares | $ 16.52 | $ 16.52 | $ 16.52 | ||||||
Warrant, exercisable term | 5 years | ||||||||
2015 Employee Stock Purchase Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Total number of shares reserved for issuance under plan | 987,158 | 987,158 | |||||||
Percentage in payroll deductions to acquire shares of common stock | 15.00% | ||||||||
Purchase plan offering period | 6 months | ||||||||
Employees are able to purchase company's common stock on first trading day of offering period, percentage | 85.00% | ||||||||
Issuance of common stock pursuant to employee stock purchase plan | 75,342 | ||||||||
First offering period, start date | May 14, 2015 | ||||||||
First offering period, end date | Feb. 1, 2016 | ||||||||
Stock-based compensation | $ | $ 16,000 | $ 72,000 | |||||||
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 | 2,906,888 | 2,906,888 | |||||||
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 canceled will be added to the 2015 Plan. | ||||||||
Total number of shares reserved for issuance under plan | 3,087,729 | 5,069,906 | 5,069,906 | ||||||
Common stock available for future grant | 3,284,171 | 3,284,171 | |||||||
Total number of options outstanding | 1,785,735 | 1,785,735 | |||||||
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% | ||||||||
Minimum [Member] | Unvested Options [Member] | 2006 Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options vesting period | 2 years 3 months | ||||||||
Maximum [Member] | 2015 Omnibus Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options exercisable period | 10 years | ||||||||
Maximum [Member] | Unvested Options [Member] | 2006 Stock Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options vesting period | 4 years |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity Under Stock Incentive Plans (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares Subject to Outstanding, Beginning Balance | 3,427,509 | |
Shares Subject to Outstanding, Options granted | 1,751,485 | |
Shares Subject to Outstanding, Options exercised | (219,730) | |
Shares Subject to Outstanding, Options cancelled and forfeited | (266,641) | |
Shares Subject to Outstanding, Ending Balance | 4,692,623 | |
Shares Subject to Outstanding, Vested and expected to vest | 4,692,623 | |
Shares Subject to Outstanding, Exercisable | 2,801,217 | |
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ 3.76 | |
Weighted-Average Exercise Price Per Share, Options granted | 5.27 | |
Weighted-Average Exercise Price Per Share, Options exercised | 1.19 | |
Weighted-Average Exercise Price Per Share, Options cancelled and forfeited | 5.36 | |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 4.35 | |
Weighted Average Exercise Price Per Share, Vested and expected to vest | 4.35 | |
Weighted Average Exercise Price Per Share, Exercisable | $ 3.63 | |
Aggregate Intrinsic Value, Outstanding Balance | $ 1,173 | $ 3,707 |
Aggregate Intrinsic Value, Vested and expected to vest | 1,173 | |
Aggregate Intrinsic Value, Exercisable | $ 1,053 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Executives, Employees, and Other Service Providers Stock Options [Member] | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 5 years 6 months 7 days | ||
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 3 months | 6 years 3 months | |
Expected volatility | 91.00% | 91.00% | 104.00% |
Risk-free interest rate | 1.38% | 1.54% | 1.62% |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 5 years 11 months 23 days | 5 years 11 months 23 days | |
Expected volatility | 88.00% | 88.00% | 80.00% |
Risk-free interest rate | 1.17% | 1.17% | 1.61% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Expected income tax provision at the federal statutory rate | 34.00% | |||
Effective tax rate (ETR) | (0.20%) | 2.10% | (0.20%) | (1.60%) |
Contingent Liability Related 42
Contingent Liability Related to the Anawah Acquisition - Additional Information (Detail) $ in Thousands | Dec. 31, 2010USD ($)Program | Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 15, 2005USD ($) |
Commitments And Contingencies [Line Items] | ||||
Other noncurrent liability | $ 3,000 | $ 3,000 | ||
Anawah, Inc [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Contingent liability | $ 3,000 | $ 5,000 | ||
Date of merger and reorganization | Jun. 15, 2005 | |||
Restructuring activities, description | As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs, | |||
Number of development programs ceased | Program | 3 | |||
Number of development programs | Program | 6 | |||
Other noncurrent liability | $ 3,000 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 6,029,517 | 5,401,892 |
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 | 4,692,623 | 3,744,534 |
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 | 320,464 | |
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 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Jul. 31, 2012 | |
Related Party Transaction [Line Items] | ||||||
Royalty fees due | $ 19,000 | $ 19,000 | $ 19,000 | |||
Revenue recognized | 23,000 | $ 23,000 | 69,000 | $ 68,000 | ||
Moral Compass Corporation [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Note payable | $ 8,000,000 | |||||
Blue Horse Labs Inc [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Royalty fees due | 18,000 | 18,000 | 19,000 | |||
Limagrain Cereal Seeds LLC [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Revenue recognized | 23,000 | $ 23,000 | 69,000 | $ 68,000 | ||
Amounts due from Limagrain | $ 0 | $ 0 | $ 0 |