Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 28, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RKDA | ||
Entity Registrant Name | ARCADIA BIOSCIENCES, INC. | ||
Entity Central Index Key | 1,469,443 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Common Stock, Shares Outstanding | 44,508,709 | ||
Entity Public Float | $ 18,700,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 2,013 | $ 23,973 |
Short-term investments | 48,547 | 26,270 |
Accounts receivable | 349 | 706 |
Unbilled revenue | 184 | 82 |
Inventories — current | 252 | 294 |
Prepaid expenses and other current assets | 877 | 692 |
Total current assets | 52,222 | 52,017 |
Property and equipment, net | 508 | 585 |
Inventories — noncurrent | 1,327 | 1,867 |
Long-term investments | 2,498 | 19,748 |
Other noncurrent assets | 19 | 25 |
Total assets | 56,574 | 74,242 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,359 | 2,423 |
Amounts due to related parties | 30 | 19 |
Unearned revenue — current | 740 | 1,008 |
Total current liabilities | 3,129 | 3,450 |
Notes payable | 25,127 | 24,930 |
Unearned revenue — noncurrent | 3,120 | 2,637 |
Other noncurrent liabilities | 3,000 | 3,000 |
Total liabilities | 34,376 | 34,017 |
Stockholders’ equity: | ||
Common stock, $0.001 par value—400,000,000 shares authorized as of December 31, 2016 and December 31, 2015; 44,487,678 and 44,184,195 shares issued and outstanding as of December 31, 2016 and December 31, 2015, respectively | 44 | 44 |
Additional paid-in capital | 173,723 | 172,222 |
Accumulated deficit | (151,550) | (131,926) |
Accumulated other comprehensive loss | (19) | (115) |
Total stockholders’ equity | 22,198 | 40,225 |
Total liabilities and stockholders’ equity | $ 56,574 | $ 74,242 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 44,487,678 | 44,184,195 |
Common stock, outstanding | 44,487,678 | 44,184,195 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | ||
Product | $ 669,000 | $ 466,000 |
License | 144,000 | 1,216,000 |
Contract research and government grants | 2,375,000 | 3,732,000 |
Total revenues (which includes $0 and $91 from related parties — Note 16) | 3,188,000 | 5,414,000 |
Operating expenses: | ||
Cost of product revenues | 895,000 | 892,000 |
Research and development | 8,663,000 | 8,966,000 |
Selling, general and administrative | 12,250,000 | 11,119,000 |
Total operating expenses | 21,808,000 | 20,977,000 |
Loss from operations | (18,620,000) | (15,563,000) |
Interest expense | (1,319,000) | (2,658,000) |
Other income, net | 340,000 | 521,000 |
Loss on extinguishment of debt | 0 | (230,000) |
Net loss before income taxes | (19,599,000) | (17,930,000) |
Income tax provision | (25,000) | (26,000) |
Net loss | (19,624,000) | (17,956,000) |
Accretion of redeemable convertible preferred stock to redemption value | (2,574,000) | |
Deemed dividends to warrant holder | (197,000) | |
Net loss attributable to common stockholders | $ (19,624,000) | $ (20,727,000) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (0.44) | $ (0.73) |
Weighted-average number of shares used in per share calculations: | ||
Basic and diluted | 44,366,816 | 28,559,119 |
Other comprehensive income (loss), net of tax | ||
Unrealized gains (losses) on available-for-sale securities | $ 96,000 | $ (115,000) |
Other comprehensive income (loss) | 96,000 | (115,000) |
Comprehensive loss attributable to common stockholders | $ (19,528,000) | $ (20,842,000) |
Consolidated Statements of Ope5
Consolidated Statements of Operations and Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | ||
Revenues from related parties | $ 0 | $ 91 |
Consolidated Statements of Rede
Consolidated Statements of Redeemable and Convertible Preferred Stock and Stockholders' Equity - USD ($) $ in Thousands | Total | Redeemable Convertible Preferred Stock [Member] | Convertible Preferred Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2014 | $ (84,766) | $ 29,204 | $ (113,970) | ||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2014 | 2,074,030 | ||||||
Temporary Equity, Beginning Balance at Dec. 31, 2014 | $ 34,098 | $ 48,783 | |||||
Temporary Equity, Beginning Balance, Shares at Dec. 31, 2014 | 9,587,764 | 23,385,029 | |||||
Exercise of stock options | $ 361 | $ 1 | 360 | ||||
Exercise of stock options, Shares | 609,066 | 609,066 | |||||
Stock-based compensation | $ 1,392 | 1,392 | |||||
Accretion of redeemable convertible preferred stock to redemption value | (2,574) | $ 2,574 | (2,574) | ||||
Preferred stock conversion to common stock upon the IPO | 85,455 | $ (36,672) | $ (48,783) | $ 33 | 85,422 | ||
Preferred stock conversion to common stock upon the IPO, Shares | (9,587,764) | (23,385,029) | 32,972,793 | ||||
Issuance of common stock upon the IPO, net of issuance costs of $9,799 | 58,428 | $ 8 | 58,420 | ||||
Issuance of common stock upon the IPO, net of issuance costs of $9,799, Shares | 8,528,306 | ||||||
Reclassification due to re- incorporation upon the IPO | $ 2 | (2) | |||||
Deemed dividends to common stock warrant holder | (197) | (197) | |||||
Increase in value of common stock warrant due to modification | 197 | 197 | |||||
Other comprehensive income loss | (115) | $ (115) | |||||
Net loss | (17,956) | (17,956) | |||||
Stockholders Equity, Ending Balance at Dec. 31, 2015 | 40,225 | $ 44 | 172,222 | (131,926) | (115) | ||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2015 | 44,184,195 | ||||||
Temporary Equity, Ending Balance at Dec. 31, 2015 | $ 0 | $ 0 | |||||
Temporary Equity, Ending Balance, Shares at Dec. 31, 2015 | 0 | 0 | |||||
Exercise of stock options | $ 270 | 270 | |||||
Exercise of stock options, Shares | 228,141 | 228,141 | |||||
Issuance of shares related to employee stock purchase plan | $ 172 | 172 | |||||
Issuance of shares related to employee stock purchase plan, Shares | 75,342 | ||||||
Stock-based compensation | 1,059 | 1,059 | |||||
Other comprehensive income loss | 96 | 96 | |||||
Net loss | (19,624) | (19,624) | |||||
Stockholders Equity, Ending Balance at Dec. 31, 2016 | $ 22,198 | $ 44 | $ 173,723 | $ (151,550) | $ (19) | ||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2016 | 44,487,678 |
Consolidated Statements of Red7
Consolidated Statements of Redeemable and Convertible Preferred Stock and Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Common Stock [Member] | |
Issuance of common stock upon the IPO, issuance costs | $ 9,799 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (19,624,000) | $ (17,956,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 304,000 | 294,000 |
Loss (gain) on disposal of equipment | 4,000 | (10,000) |
Net amortization of investment premium | 140,000 | 85,000 |
Payment of research and develop fees with cost investment | 500,000 | |
Stock-based compensation | 1,059,000 | 1,392,000 |
Change in fair value of derivative liabilities related to convertible promissory notes | 9,000 | |
Gain on expiration of warrant and derivative liability related to notes payable upon IPO | (437,000) | |
Accretion of debt discount | 198,000 | 837,000 |
Loss on extinguishment of debt | 0 | 230,000 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 357,000 | 336,000 |
Unbilled revenue | (102,000) | 298,000 |
Inventories | 582,000 | 412,000 |
Prepaid expenses and other current assets | (185,000) | (415,000) |
Other noncurrent assets | 5,000 | 49,000 |
Accounts payable and accrued expenses | (19,000) | 125,000 |
Amounts due to related parties | 11,000 | (37,000) |
Unearned revenue | 215,000 | (821,000) |
Net cash used in operating activities | (17,055,000) | (15,109,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property and equipment | 10,000 | |
Purchases of property and equipment | (231,000) | (151,000) |
Purchases of investments | (41,385,000) | (48,719,000) |
Proceeds from sales and maturities of investments | 36,315,000 | 2,500,000 |
Net cash used in investing activities | (5,301,000) | (46,360,000) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock upon IPO | 68,227,000 | |
Payments of IPO issuance costs | (8,205,000) | |
Proceeds from issuance of notes payable | 45,000,000 | |
Payments of debt issuance costs | (46,000) | (396,000) |
Payments of debt extinguishment costs | (1,319,000) | |
Proceeds from exercise of stock options and purchases through ESPP | 442,000 | 360,000 |
Payments on notes payable to related party | (8,000,000) | |
Payments on notes payable and convertible promissory notes | (26,796,000) | |
Net cash provided by financing activities | 396,000 | 68,871,000 |
Net (decrease) increase in cash and cash equivalents | (21,960,000) | 7,402,000 |
Cash and cash equivalents — beginning of period | 23,973,000 | 16,571,000 |
Cash and cash equivalents — end of period | 2,013,000 | 23,973,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 1,033,000 | 2,050,000 |
Cash paid for income taxes | $ 29,000 | 149,000 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Accretion of redeemable convertible preferred stock | 2,574,000 | |
Debt issuance costs included in accounts payable and accrued expenses | 46,000 | |
Reclassification of deferred IPO costs to equity | 5,022,000 | |
Deemed dividends to common stock warrant holder | 197,000 | |
Issuance of warrants and derivatives in connection with notes payable issuance | 437,000 | |
Stock option exercise cost included in accounts receivable | 1,000 | |
Conversion of preferred stock to common stock upon IPO | $ 85,455,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Description of Business | Note 1. Description of Business 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 is an agricultural biotechnology trait company engaged in the development of traits that improve food, feed and fiber crops, and enhance the value of the resulting agricultural products. 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 7), 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, which is consolidated by the Company, 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 (“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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2. Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation The consolidated financial statements include the accounts of the Company and Verdeca LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP (“GAAP”), and with the rules of the Securities and Exchange Commission. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, costs to complete government grants and research contracts, reserves for inventory, and the development period of revenue-generating technologies. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers any liquid investments with a stated maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash and cash equivalents. However, as of December 31, 2016 and 2015, a substantial portion of the Company’s cash in depository accounts is in excess of the federal deposit insurance limits. Investments in Equity and Debt Securities The Company uses the equity method to account for investments in equity securities if the investment provides the Company the ability to exercise significant influence over operating and financial policies of the investee. The Company includes its proportionate share of earnings and/or losses of the equity method investee in its Consolidated Statements of Operations and Comprehensive Loss. The carrying value of the equity investments is reported using the equity method in the Consolidated Balance Sheets. As of December 31, 2016 and 2015, the Company’s investment in Limagrain Cereal Seeds LLC (“LCS”) is $0. See Note 6 – Investments in Unconsolidated Entity for additional information. Investments in equity securities in which the Company holds less than 20% voting interest and on which the Company does not have the ability to exercise significant influence or account for under the equity method and do not have readily determinable fair values for are accounted for under the cost method. Cost method investments are originally recorded at cost and are reported on the Consolidated Balance Sheets. Investments in debt securities are carried at fair value and classified as available-for-sale. Realized gains and losses on available-for-sale securities are included in other income (loss) — net in our Consolidated Statements of Operations and Comprehensive Loss. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in our Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss) ("AOCI”). Securities classified as available-for-sale are reported as cash and cash equivalent, short-term investments or long-term investments in the Consolidated Balance Sheets based on the nature of the investments and maturity period The Company’s debt securities are primarily comprised of U.S. government securities, U.S. government agency securities, commercial paper, certificates of deposit, and money markets. These available-for-sale investments are held in the custody of a major financial institution. Other-than-Temporary Impairments on Investment The Company regularly reviews each of its investments for impairment by determining if the investment has sustained an other-than-temporary decline in its value, in which case the investment is written down to its fair value by a charge to earnings. Factors that are considered by the Company in determining whether an other-than-temporary decline in value has occurred include (i) the market value of the investment in relation to its cost basis, (ii) the financial condition of the investment, and (iii) the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery of the market value of the investment. As of December 31, 2016 and 2015, there was no impairment of the Company’s investments. Accounts Receivable Accounts receivable represents amounts owed to the Company from product sales, licenses and contract research and government grants. The carrying value of the Company’s receivables represents estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company had no amounts reserved for doubtful accounts at December 31, 2016 and 2015 as the Company expected full collection of the accounts receivable balances as of each of these dates. SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil Inventory Proprietary safflower plants are grown, producing seed with a high-GLA content. This seed is used for subsequent plantings or processed, and sold as GLA oil, including SONOVA 400 GLA safflower oils and SONOVA Ultra GLA safflower oil, which we refer to as our SONOVA products. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops and costs to process and store harvested seed. Inventory costs are tracked on a lot-identified basis and are included as cost of product revenues when sold. Inventories are stated at the lower of cost or market or net realizable value. The Company makes adjustment to inventory when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The inventories—current line item in the balance sheet consists of the cost of oil inventory forecasted to be sold in the next 12 months, as of the balance sheet date. The inventories—noncurrent line item consists of oil and seed inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date. Raw materials inventories consist primarily of seed production costs incurred by our contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. The Company recorded a $0.5 million and $0.6 million write-down of inventory for the years ended December 31, 2016 and 2015, respectively. Inventories consist of the following (in thousands): As of December 31, 2016 2015 Raw Materials $ 44 $ 665 Finished Goods 1,535 1,496 Inventories $ 1,579 $ 2,161 Property and Equipment Property and equipment acquisitions are recorded at cost. Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2-10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. Impairment of Long-Lived Assets The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and identifiable intangible assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset above its estimated fair value. As of December 31, 2016 and 2015, there was no impairment of the Company’s long-lived assets. Fair Value of Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). 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. Concentration of Risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. Customer Concentration Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each respective balance sheet date. Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of December 31, 2016 2015 Customer A — 32 Customer E 36 32 Customer F 1 25 Customer H 27 — Customer I 22 7 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2016 2015 Customer A — 12 Customer D 30 22 Customer F — 14 Customer G 21 13 Customer J 11 5 Stock-Based Compensation The Company recognizes compensation expense related to employee stock purchase plan and the cost of stock-based compensation awards made to employees and directors on a straight-line basis over the requisite service period, net of estimated forfeitures. Judgment is required in estimating the amount of stock-based awards that will be forfeited prior to vesting. Compensation expense could be revised in subsequent periods if actual forfeitures differ from those estimates. The Company has selected the Black-Scholes option-pricing model and various inputs to estimate the fair value of its stock-based awards. See Note 10 for additional information. The Company accounts for compensation expense related to stock options granted to non-employees based on the fair values estimated using the Black-Scholes model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. Net Loss per Share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, convertible promissory notes, convertible preferred stock, redeemable convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. Revenue Recognition Revenue is generated through product sales, license agreements, contract research agreements, and government grants. The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement with the customer exists; price and terms of the arrangement are fixed or determinable; delivery of the product has occurred or the service has been performed in accordance with the terms of the arrangement; and collectability is reasonably assured. For revenue agreements with multiple-element arrangements, such as license and contract agreements, the Company analyzes the arrangements to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. This determination is generally based on whether any deliverable has stand-alone value to the customer. This analysis also establishes a selling price hierarchy for determining how to allocate arrangement consideration to identified units of accounting. When deliverables are separable, consideration received is allocated to the separate units of accounting based on the relative selling price method and the appropriate revenue recognition principles are applied to each unit. The selling price used for each unit of accounting is based on estimated selling price as neither vendor-specific nor third-party evidence is available. When the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized over the performance period. Product Revenues Product revenues consist of sales of our SONOVA products. Product revenues are recognized once passage of title has occurred, contractually specified acceptance criteria have been met, and all other revenue recognition criteria have been met. Shipping and handling costs charged to customers are recorded as revenues and included in cost of product revenues at the time the sale is recognized. License Revenues The Company’s license agreements generally include up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments. Upon commercialization of a product utilizing a licensed technology, the Company receives certain value-sharing payments associated with the incremental revenue attributable to the licensed technology. The Company has determined that, at the inception of each license agreement, there is only one deliverable for the license for, access to, and assistance with the development of the specified intellectual property. The up-front nonrefundable license fees are recognized as revenue proportionally over the development period, which approximates the expected efforts by the Company. The development period is estimated based upon factors such as type of traits, nature of crops and geographies, which are used to establish the initial deferral period. The Company continually reviews such estimates based on progress toward product commercialization and performs a thorough analysis at least annually. If the deferral period estimate changes, the amount of revenue recognized during the period is either accelerated or reversed to reflect the updated deferred balances as of the current period-end, capturing the cumulative effect of the changes. The annual license fees are payable at the end of the annual period and such fees typically are not required to be paid if the agreement is cancelled prior to the due date. Therefore, annual license fees are only recognized when they become due. The Company’s license agreements generally include contingent milestone payments in the development life cycle of the related technology, such as achievement of specific technological targets, successful results from field trials, filing for approval with regulatory agencies, approvals granted by regulatory agencies and commercial launch of a product utilizing the licensed technology. The Company evaluates whether each milestone is substantive and at risk at the time the agreement is executed. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company generally considers non-refundable milestones that the Company expects to be achieved as a result of the Company’s efforts during the period of the Company’s performance obligations under the license agreement to be substantive and recognizes them as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. None have been received to date. Contract Research Revenues Contract research revenues consist of amounts earned from performing contracted research activities for third parties. Activities performed are related to breeding programs or the genetic engineering of plants and are subject to an executed agreement. Generally, fees for research and development activities are recognized as the services are performed over the performance period, as specified in the respective agreements, assuming all other revenue recognition criteria are met. Similar to the license agreements, under the contract research agreements, once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. Government Grant Revenues Based on the terms of the government grant, the Company recognizes revenue from payments received from government entities for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met. Unearned Revenue The Company defers revenue to the extent that cash received in conjunction with a license agreement, contract or grant exceeds the revenue recognized in accordance with Company policies. Research and Development Expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of the Company’s product candidates. These expenses consist primarily of employee salaries and benefits, including stock-based compensation, fees paid to subcontracted research providers, fees associated with in-licensing technology, royalty agreements, land leased for field trials, chemicals and supplies and other external expenses. These costs are expensed as incurred. Additionally, as disclosed in Note 11, the Company is required from time to time to make certain milestone payments in connection with the development of technologies. These milestone payments are expensed at the time the milestone is achieved and deemed payable. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | Note 3. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) : Deferral of Effective Date, which defers the effective date of ASU No. 2014-09 by one year allowing early adoption as of the original effective date January 1, 2017. The deferral results in the new revenue standard being effective for the Company January 1, 2018. Additional ASUs have been issued to amend or clarify the new guidance in ASC Topic 606 as follows: • 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 • ASU No. 2016-20 Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers The standard permits the use of either the retrospective or cumulative effect transition method. The initial analysis identifying areas that will be impacted by the new guidance is substantially complete, and the Company is currently analyzing the potential impacts to The Company believes there may be a potential material impact to license revenue with the adoption of the new revenue recognition guidance. on its consolidated financial statements In August 2014, The FASB issued ASU No. 2014-05, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern, which provides guidance on determining when and how to disclose going-concern uncertainties in the consolidated financial statements. The new standard requires management to preform interim and annual assessments of an entity’s ability to continue as a going concern within one year of the date the consolidated financial statements are issued. An entity must provide certain disclosure if “conditions or events raise substantial doubt about the entity’s ability to continue as a going concern.” The update applies to all entities and is effective for annual periods ending after December 15, 2016, and interim periods thereafter, with early adoption is permitted. The Company is still evaluating the potential impact to its consolidated financial statements with the adoption of this ASU, but it does not anticipate a material change. However, it will be required to evaluate and determine if further disclosure is necessary at each balance sheet date. In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis 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. The adoption of ASU No. 2016-09 did not have a significant impact on our financial statements or disclosure 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 |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment, Net | Note 4. Property and Equipment, Net Property and equipment, net consisted of the following (in thousands): As of December 31, 2016 2015 Laboratory equipment $ 2,632 $ 2,528 Software and computer equipment 449 441 Furniture and fixtures 153 153 Vehicles 204 204 Leasehold improvements 1,991 1,900 Assets under construction 20 18 Property and equipment, gross 5,449 5,244 Less accumulated depreciation and amortization (4,941 ) (4,659 ) Property and equipment, net $ 508 $ 585 Depreciation and amortization expense is $304,000 and $294,000 for the years ended December 31, 2016 and 2015, respectively. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Investments And Fair Value Measurements [Abstract] | |
Investments and Fair Value Measurements | Note 5. Investments and Fair Value Measurements Available-for-Sale Investments The Company classified 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 income (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 Company’s investments in fixed income securities consisted of the following as of December 31, 2016: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Assets at Fair Value Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit 3,049 — (2 ) 3,047 Commercial paper 21,248 — — 21,248 U.S. government securities 19,267 — (9 ) 19,258 U.S. government agency securities 5,000 — (6 ) 4,994 Long-term investments: U.S. government securities 2,500 — (2 ) 2,498 Total Assets at Fair Value $ 52,613 $ — $ (19 ) $ 52,594 The Company’s investments in fixed income securities consisted of the following as of December 31, 2015: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value 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 13,678 — (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 Total Assets at Fair Value $ 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 December 31, 2016. The unrealized gains and losses amounts above are included in AOCI as of December 31, 2016. All long-term investments will mature in 2018. As of December 31, 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 year ended December 31, 2016. Fair Value Measurement The fair value of the available-for-sale investments at December 31, 2016 were as follows: Fair Value Measurements at December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit — 3,047 — 3,047 Commercial paper — 21,248 — 21,248 U.S. government securities 19,258 — — 19,258 U.S. government agency securities — 4,994 — 4,994 Long-term investments: U.S. government securities 2,498 — — 2,498 Total Assets at Fair Value $ 23,305 $ 29,289 $ — $ 52,594 The fair value of the available-for-sale investments at December 31, 2015 were as follows: 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 Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2016 or 2015. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities, and debt instruments. For accounts receivable, accounts payable and accrued liabilities, the carrying amounts of these financial instruments as of December 31, 2016 and 2015 were considered representative of their fair values due to their short term to maturity or repayment. Cash equivalents are carried at cost, which approximates their fair value. The carrying values of long-term debt, approximate fair value and is principally measured using Level 2 inputs based on quoted market prices or pricing models using current market rates. The Company’s Level 3 liabilities, which were measured and recorded on a recurring basis, consist of derivative liabilities related to the convertible promissory note. The following table sets forth a summary of the changes in the fair value and other adjustments of these derivative liabilities (in thousands): Year Ended December 31, 2016 2015 Beginning balance $ — $ 1,580 Change in fair value and other adjustments — 9 Derecognition of derivative liabilities upon debt extinguishment — (1,589 ) Ending balance $ — $ — |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | Note 6. Limagrain The V V S S A F S S Summarized condensed financial information related to the unconsolidated entity, accounted for using the equity method is as follows (in thousands): As of and for the year ended December 31, 2016 2015 Assets: Current assets $ 2,963 $ 2,104 Non-current assets 9,776 9,864 Total assets 12,739 11,968 Liabilities and equity: Current liabilities 26,992 20,807 Equity of Arcadia Biosciences, Inc.(1) (4,989 ) (3,002 ) Equity of VUSA (9,264 ) (5,837 ) Total liabilities and equity $ 12,739 $ 11,968 Revenue $ 3,635 $ 3,630 Gross profit 1,594 1,328 Loss from continuing operations (5,268 ) (5,509 ) Net loss (2) (5,413 ) (5,741 ) (1) Effective June 2014, (2) As the Company’ investment balance has been reduced to $0 in 2014, the Company’s share of the pretax loss is $0 . |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2016 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity | Note 7. Variable Interest Entity In February 2012, the Company formed Verdeca LLC, which is jointly owned with Bioceres, Inc. ("Bioceres"), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development company owned by approximately 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 activities agreed, 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 an expense of $1.5 million related to this agreement in 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 research 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 Consolidated Balance Sheet to $0. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amount of $416,000 and $1.3 million for the years ended December 31, 2016 and 2015, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Accounts Payable and Accrued Expenses | Note 8. Accounts Payable and Accrued Expenses Accounts payable and accrued expenses consisted of the following (in thousands): As of December 31, 2016 2015 Accounts payable—trade $ 222 $ 424 Payroll and benefits 1,331 1,050 Research and development 182 323 Royalty fees due to unrelated parties 170 157 Accrued interest on notes payable 98 9 Consulting 29 152 Rent and utilities 85 77 Legal 45 57 Accrued withholding taxes — 24 Other 197 150 Total accounts payable and accrued expenses $ 2,359 $ 2,423 Exit or Disposal Activities As of December 2016, the Company completed a comprehensive strategic review of its technology programs, pipeline, partner program progress, competitive landscape and market conditions, which resulted in the decision to realign its organizational capabilities to best support the Company’s near term product commercialization needs and preserve cash. As a result, a number of personnel changes were made, including the elimination of 23 positions. The severance costs associated with this reduction in force (RIF) were $192,000 for one-time employee termination benefits, and $224,000 in severance costs in connection with an executive employment contract, both of which, are recorded in Selling, General, and Administrative expense for the year ended December 31, 2016. A portion of the one-time employee termination benefits was paid out in December 2016 and the remaining severance amount of $389,000 was accrued under payroll and benefits as of December 31, 2016. Additionally, the Company has commenced closure of its Seattle office, which it expects will be completed by March 2017. Other than the aforementioned liability, the Company has no other associated exit or disposal costs pertaining to the year ended December 31, 2016. |
Long-Term Debt and Other Financ
Long-Term Debt and Other Financing Arrangements | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Other Financing Arrangements | Note 9. Long-Term Debt and Other Financing Arrangements Longterm debt consisted of the following (in thousands): December 31, 2016 December 31, 2015 Notes payable $ 25,127 $ 24,930 Total $ 25,127 $ 24,930 Less current portion — — Long-term portion $ 25,127 $ 24,930 Term Note, Related Party In July 2012, a 36month $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. 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 in 2015. Promissory Notes 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. 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 2015. Convertible Promissory Notes Two notes and a warrant purchase agreement (“Convertible Promissory Notes”) 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 notes under this agreement were issued in the amounts of $500,000 in September 2013 and $4.5 million in December 2013. The interest rate on the notes was prime plus 2%, compounded monthly over the course of the fiveyear 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 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 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, the lender had the right, at its option, to place another $5.0 million of convertible debt with the Company during the fiveyear 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 the lender a warrant to purchase 75,666 shares of common stock at an exercise price of $16.52. The warrant was issued in December 2013, vested immediately and remains exercisable throughout the original fiveyear term. The Company allocated the gross proceeds from the notes to the derivative liabilities based on their initial fair values and the remainder of the proceeds to the convertible promissory note and warrants on a relative fair value basis. The amount allocated to the common stock warrant was recorded as a debt discount to be amortized as interest expense over the estimated term of the loan agreement using the effective interest rate method. The Company recognized interest expense related to the convertible promissory note of $747,000 for the year ended December 31, 2015. Of the total interest expense recognized, $536,000 was related to the debt discount for the year ended December 31, 2015. In March 2015, the parties amended the 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 deemed dividends to the warrant holder. Term Loans 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 threemonth LIBOR as in effect from time to time plus 8.74%. The Company was required to make interestonly payments under this agreement from the drawdown dates through April 30, 2016, subject to certain conditions for extension to October 31, 2016. After this date, equal monthly payments of principal and interest would have been required so that all outstanding principal amounts and accrued interest would have been repaid by November 1, 2018. 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 remeasurement for changes in fair value until exercise or expiration. In addition, the Company concluded that the interest rate adjustment upon nonoccurrence 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 remeasurement 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 $301,000 for the year ended December 31, 2015.In May 2015, upon the completion of the IPO, the warrants were terminated and the right to adjust the interest rate upon nonoccurrence 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 $1.5 million for the year ended December 31, 2015. In July 2015, the Company amended the Term Loans to include collateral of certain intellectual property rights in exchange for a waiver of the Company’s obligation to obtain a subordination agreement from Mahyco International with respect to the indebtedness the Company owed to them. In an event of default, the lenders could have accelerated and declared to be immediately due and payable the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the agreement. In the case of a bankruptcy or insolvency event of default, the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the loan agreement automatically would have accelerated and become due and payable. In addition, if an event of default occurred and continued under the loan agreement, the lenders could have exercised certain additional secured creditor remedies against the Company and against the assets that secured the Company’s obligations under the agreement. 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 in 2015. Under this existing 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 $600,000. In the event the loan is repaid prior to its maturity, a prepayment fee is due equal to 3% of the outstanding principal amount if prepayment occurs after December 29, 2016 but on or before December 29, 2017, and 1% of the outstanding principal amount if the prepayment occurs after December 29, 2017. The loan had been recorded on the Consolidated Balance Sheet as of December 31, 2015, net of issuance fees. 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. The Company recognized interest expense related to this agreement of $1.3 million for the year ended December 31, 2016. Of the total interest recognized, $198,000 was related to the debt discount for the year ended December 31, 2016. Minimum principal payments on the Company’s outstanding debt related to the existing term loan as of December 31, 2016 are as follows (in thousands): December 31, 2016 2017 $ — 2018 8,333 2019 8,333 2020 8,334 Total $ 25,000 Loss on Debt Extinguishment The Company recognized a loss on debt extinguishment of $0 and $230,000 for the years ended December 31, 2016 and December 31, 2015, respectively. The loss was comprised of prepayment fees, deferred issuance fees and the release of derivative liabilities related to repaid debts noted above. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | Note 10. 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 In May 2015, the 2015 Plan became effective upon the IPO and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 3,087,729 shares of common stock reserved for future issuance, which included 212,729 shares under the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016. In addition, shares subject to awards under the 2006 Plan that are forfeited or terminated will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code, to our employees and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock, restricted stock units, performance units, and performance shares to our employees, directors, and consultants. The ISOs and NSOs will be granted at a price per share not less than the fair value at date of grant. Options granted generally vest over a four-year period, with 25% vesting at the end of one year and the remaining vesting monthly thereafter. Options granted generally are exercisable for 10 years, the maximum contractual period. As of December 31, 2016, a total of 5,223,245 shares of common stock were reserved for issuance under the 2015 Plan, of which 3,522,999 shares of common stock are available for future grant. As of December 31, 2016, a total of 2,878,536 and 1,700,246 options are outstanding under the 2006 and 2015 Plans, respectively. The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2014 3,759,839 $ 3.00 $ 12,499 Options granted 352,494 7.30 Options exercised (609,066 ) 0.59 Options cancelled and forfeited (75,758 ) 7.33 Outstanding — Balance at December 31, 2015 3,427,509 $ 3.76 $ 3,707 Options granted 1,799,395 5.17 Options exercised (228,141 ) 1.18 Options cancelled and forfeited (419,981 ) 4.49 Outstanding — Balance at December 31, 2016 4,578,782 4.38 $ — Vested and expected to vest — December 31, 2016 4,561,042 4.37 $ — Exercisable —December 31, 2016 2,804,796 $ 3.65 $ — Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock determined by the Board of Directors for each of the respective periods. The intrinsic value of options exercised was At December 31, 2016 and 2015, there were no expired options, and the total fair value of shares vested during the years were $283,000 and $730,000, respectively. As In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine. Expected T The expected term is the estimated period of time outstanding for stock options granted and was estimated based on historical, as well as anticipated future, exercise activity. Expected V Since the Company was privately held and does not have a long trading history for its common stock, the expected volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected term of the stock option grants. When selecting comparable publicly traded biotechnology companies on which it has based its expected stock price volatility, the Company selected companies with comparable characteristics to it, including enterprise value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical information regarding the volatility of its own stock price becomes available. Ris k F The risk-free interest rate is based on the interest rate of U.S. Treasuries of comparable maturities on the date the options were granted. Expected The expected dividend yield is based on the Company’s expectation of future dividend payouts to common stockholders. The Year Ended December 31, Assumptions 2016 2015 Expected term (years) 5.40 - 6.25 5.52 Expected volatility 87.80% - 91.40% 100% Risk-free interest rate 1.17% - 1.54% 1.61% Expected dividend yield — — The Employee Stock Purchase Plan In May 2015, the Company’s 2015 Employee Stock Purchase Plan (“ESPP”) was introduced. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount through payroll deductions of up to 15% of their eligible compensation, subject to any plan limitations. After the first offering period, which began on May 14, 2015 and ended on February 1, 2016, the ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last day of the offering period. The initial number of shares of common stock reserved for issuance under the ESPP is 625,000, and the ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of December 31, 2016, 75,342 shares had been issued under the ESPP. The Company recorded $80,000 and $69,000 of ESPP related compensation expense for the years ended December 31, 2016 and 2015, respectively. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 11. Commitments and Contingencies Leases The Company leases office and laboratory space, greenhouse space, grain storage bins, warehouse space, and equipment under operating lease agreements having initial lease terms ranging from three to five years, including certain renewal options available to the Company at market rates. The Company also leases land for field trials on a short-term basis. Future minimum payments under non-cancelable operating leases in effect as of December 31, 2016, are presented below (in thousands): Years Ending December 31, Amounts 2017 $ 782 2018 334 2019 5 Total future minimum payments under non- cancelable operating leases $ 1,121 Rent expense under all operating leases totaled $1.3 million for both years ended December 31, 2016 and 2015. Legal Matters From time to time, in the ordinary course of business, the Company may become involved in certain legal proceedings. As of December 31, 2016 and 2015, the Company was not involved in any legal proceedings. Contingent Liability Related to the Anawah Acquisition On June 15, 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. ("Anawah" or "Sellers"), to purchase the Sellers’ food and agricultural research company through a stock purchase. Pursuant to the merger with Anawah, and in accordance with the ASC 805 - Business Combinations, the Company incurred a contingent liability not to exceed $5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs and, as a result, reduced the contingent liability 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 December 31, 2016, the Company continues to pursue a total of three development programs using this technology and believe that the contingent liability is probable, thus $3.0 million remains on the Consolidated Balance Sheet as an other noncurrent liability. Contracts The Company has entered into contract research agreements with unrelated parties that require the Company to pay certain funding commitments. The initial terms of these agreements range from one to three years in duration and in certain cases are cancelable. The Company licenses certain technologies via executed agreements (“In-Licensing Agreements”) that are used to develop and advance the Company’s own technologies. The Company has entered into various In-Licensing Agreements with related and unrelated parties that require the Company to pay certain license fees, royalties, and/or milestone fees. In addition, certain royalty payments ranging from 2% to 15% of net revenue amounts as defined in the In-Licensing Agreements will be due. Royalties due to both related and unrelated parties on license revenue accrued as of December 31, 2016 and 2015 were $201,000 and $177,000, respectively. Royalties are included within research and development on the Consolidated Statements of Operations and Comprehensive Loss. Milestone payments are contingent upon the successful development or implementation of various technologies. Payments for milestones yet to be achieved totaled $2.0 million for both years ended December 31, 2016 and 2015. The timing of the payments is not determinable at this time pending research and development currently in progress; however, no significant payments were made during the years ended December 31, 2016 and 2015. The Company could be adversely affected by certain actions by the government as it relates to government contract revenue received in prior years. Government agencies, such as the Defense Contract Audit Agency routinely audit and investigate government contractors. These agencies review a contractor’s performance under its agreements; cost structure; and compliance with applicable laws, regulations and standards. The agencies also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. While the Company’s management anticipates no adverse result from an audit, should any costs be found to be improperly allocated to a government agreement, such costs will not be reimbursed, or if already reimbursed, may need to be refunded. If an audit uncovers improper or illegal activities, civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments or fines, and suspension or prohibition from doing business with the government could occur. In addition, serious reputational harm or significant adverse financial effects could occur if allegations of impropriety were made against the Company. There currently are routine audits in process relating to government grant revenues. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 12. Income Taxes The components of loss before income taxes are as follows: Year Ended December 31, 2016 2015 Domestic $ (19,599 ) $ (17,930 ) Foreign — — Loss before income taxes $ (19,599 ) $ (17,930 ) The components of the provision for income taxes for the years ended December 31, 2016 and 2015 are as follows (in thousands): Year Ended December 31, 2016 2015 Current: Federal $ — $ — State 1 2 Foreign 24 24 Total current tax expense 25 26 Deferred: Federal — — State — — Foreign — — Total deferred tax benefit — — Total tax expense $ 25 $ 26 The Company operates in only one federal jurisdiction, the United States. The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2016 2015 Expected income tax provision at the federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 4.7 % 4.5 % Change in valuation allowance (37.8 )% (36.8 )% Nondeductible expenses (0.9 )% (1.8 )% Withholding taxes (0.1 )% (0.1 )% Income tax provision (0.1 )% (0.2 )% The total income tax expense for the years ended December 31, 2016 and 2015 was $25,000 and $26,000, respectively, and is comprised of current state taxes and foreign taxes withheld by governmental agencies outside of the United States. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes, net operating loss carryforwards (“NOLs”) and other tax credits. Significant components of the Company’s deferred tax assets are as follows (in thousands): As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 49,593 $ 41,807 Unearned revenue 1,501 1,421 Stock-based compensation 2,861 2,485 Accrued payroll and benefits 215 226 Research and development credits 143 106 Capital loss carryover 13 16 Fixed asset basis difference 191 192 Inventory reserve 1,110 912 Charitable contributions 5 7 Total deferred tax assets 55,632 47,172 Less valuation allowance (55,632 ) (47,172 ) Net deferred tax assets $ — $ — Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly, the net deferred tax assets have been offset by a valuation allowance. The net valuation allowance increased by $8.5 million and $6.6 million during the years ended December 31, 2016 and 2015, respectively. Refer to Note 3 for a description of the impact to the DTA by adopting ASU No. 2016-09 Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. At December 31, 2016, the Company had federal and state NOLs aggregating approximately $136.2 million and $100.3 million, respectively. At December 31, 2016, the utilization of a portion of our NOLs is subject to an annual limitation under Section 382 of the Internal Revenue Code (IRC). Of the $136.2 million generated, $7.2 million will not be available to be utilized within the carryforward period. If not utilized, these federal NOLs will begin to expire in 2020 and these state NOLs will begin to expire in 2017. The Company continues to evaluate IRC Section 382, which may limit NOLs generated in future years. The Company evaluates deferred tax assets, including the benefit from NOLs, to determine if a valuation allowance is required. Such evaluation is based on consideration of all available evidence using a “more likely than not” standard with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature, frequency, and severity of current and cumulative losses; forecasts of future profitability; the length of statutory carryforward periods; the Company’s experience with operating losses; and tax-planning alternatives. The significant piece of objective negative evidence evaluated was the cumulative loss incurred over the year ended December 31, 2016. Given this evidence and the expectation to incur operating losses in the foreseeable future, a full valuation allowance has been recorded against net deferred tax asset. The Company will continue to maintain a full valuation allowance against the entire amount of its net deferred tax asset, until such time as the Company has determined that the weight of the objectively verifiable positive evidence exceeds that of the negative evidence and it is likely that the Company will be able to utilize all of its net deferred tax asset relating to its federal and state NOL carryforwards. Although the Company has established a full valuation allowance on its net deferred tax asset, it has not forfeited the right to carryforward tax losses up to 20 years and applies such tax losses against taxable income in such years, thereby reducing its future tax obligations. The Company is subject to taxation in the United States and various state jurisdictions. As of December 31, 2016, the Company’s tax years for 2006 through 2016 are generally subject to examination by the tax authorities. The years are open back to 2000 to the extent the NOLs being carried forward were generated then. The Company applies the provisions of ASC 740 related to accounting for uncertain tax positions and concluded there were no such positions associated with the Company requiring accrual of a liability. As of December 31, 2016, the Company has not accrued for any such positions. The Company is currently not under audit for federal or state tax purposes. The Company does not expect a significant change to occur within the next 12 months. |
Retirement Benefits
Retirement Benefits | 12 Months Ended |
Dec. 31, 2016 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Benefits | Note 13. Retirement Benefits The Company has a 401(k) retirement plan (the “Plan”) available for participation by all regular full-time employees who have completed three months of service with the Company. The Company established the Plan in 2008. The Plan provides for a discretionary matching contribution equal to 50% of the amount of the employee’s salary deduction, not to exceed 3% of the salary per employee. Highly compensated employees are excluded from receiving any discretionary matching contribution. Employees’ rights to employer contributions vest on the one-year anniversary of their date of employment. The Company has the option to make discretionary matching contributions. The Company did not make discretionary matching contributions during the years ended December 31, 2016 and 2015. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 14. Segment and Geographic Information Management has determined that it has one business activity and operates in one segment as it only reports financial information on an aggregate and consolidated basis to its Chief Executive Officer, who is the Company’s chief operating decision maker. Revenues based on the location of the customers, are as follows (in thousands): Year Ended December 31, 2016 2015 United States $ 2,715 $ 3,880 India (1) (100 ) 658 Africa 353 293 United Arab Emirates — 200 Belgium — 121 France 18 91 Canada 202 75 Other — 96 Total $ 3,188 $ 5,414 (1) The negative amount is due to the change in estimated commercialization dates in 2016, which impacted the timing of revenue recognition . |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 15. Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weightedaverage number of common shares outstanding during the period and excludes any dilutive effects of stockbased 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 years ended December 31, 2016 and 2015, all potentially dilutive common shares were determined to be antidilutive. Securities that were not included in the diluted per share calculations because they would be antidilutive were as follows (in shares): Year Ended December 31, 2016 2015 Options to purchase common stock 4,578,782 3,427,509 Warrants to purchase common stock 1,336,894 1,336,894 Total 5,915,676 4,764,403 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 16. Related Party Transactions The Company’s related parties include MCC, Blue Horse Labs, Inc. (“BHL”), and Limagrain. As of December 31, 2015, 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 served as the Treasurer of BHL and as an Officer and Director of MCC, the Company’s controlling stockholder. Upon the resignation of the Director in November 2016, BHL remains an affiliate of the Company as of December 31, 2016. Transactions with related parties are reflected in the consolidated financial statements under amounts due to 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 9). This note was repaid in full in April 2015. Under a license agreement executed in 2003 and amended in 2009, BHL receives a singledigit 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 $30,000 and $19,000 as of December 31, 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 upfront license fees, annual license fees, milestone fees and valuesharing payments. Limagrain was subject to Item 404 of Regulation S-K – Transactions with Related Person, Promoters and Certain Control Person until the IPO in May 2015, at which time its ownership percentage fell below the 5% threshold. The Company recognized $91,000 of revenue under these agreements for the year ended December 31, 2015. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 17. Subsequent Event On February 14, 2017, the Company received a letter from Nasdaq notifying us that we were not in compliance with the minimum close bid requirement set forth in Nasdaq Listing Rule 5405. In accordance with Nasdaq Listing Rule 5450(a)(1), we are provided with a cure to regain compliance until August 14, 2017. |
Summary of Significant Accoun26
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 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 is an agricultural biotechnology trait company engaged in the development of traits that improve food, feed and fiber crops, and enhance the value of the resulting agricultural products. 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 7), 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, which is consolidated by the Company, 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 (“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 consolidated financial statements include the accounts of the Company and Verdeca LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with accounting principles generally accepted in the United States of America, or U.S. GAAP (“GAAP”), and with the rules of the Securities and Exchange Commission. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of the provision for income taxes, costs to complete government grants and research contracts, reserves for inventory, and the development period of revenue-generating technologies. Management bases its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers any liquid investments with a stated maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist of cash on deposit with banks. The Company limits cash investments to financial institutions with high credit standings; therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash and cash equivalents. However, as of December 31, 2016 and 2015, a substantial portion of the Company’s cash in depository accounts is in excess of the federal deposit insurance limits. |
Investments in Equity and Debt Securities | Investments in Equity and Debt Securities The Company uses the equity method to account for investments in equity securities if the investment provides the Company the ability to exercise significant influence over operating and financial policies of the investee. The Company includes its proportionate share of earnings and/or losses of the equity method investee in its Consolidated Statements of Operations and Comprehensive Loss. The carrying value of the equity investments is reported using the equity method in the Consolidated Balance Sheets. As of December 31, 2016 and 2015, the Company’s investment in Limagrain Cereal Seeds LLC (“LCS”) is $0. See Note 6 – Investments in Unconsolidated Entity for additional information. Investments in equity securities in which the Company holds less than 20% voting interest and on which the Company does not have the ability to exercise significant influence or account for under the equity method and do not have readily determinable fair values for are accounted for under the cost method. Cost method investments are originally recorded at cost and are reported on the Consolidated Balance Sheets. Investments in debt securities are carried at fair value and classified as available-for-sale. Realized gains and losses on available-for-sale securities are included in other income (loss) — net in our Consolidated Statements of Operations and Comprehensive Loss. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in our Consolidated Balance Sheets as a component of accumulated other comprehensive income (loss) ("AOCI”). Securities classified as available-for-sale are reported as cash and cash equivalent, short-term investments or long-term investments in the Consolidated Balance Sheets based on the nature of the investments and maturity period The Company’s debt securities are primarily comprised of U.S. government securities, U.S. government agency securities, commercial paper, certificates of deposit, and money markets. These available-for-sale investments are held in the custody of a major financial institution. |
Other-than-Temporary Impairments on Investment | Other-than-Temporary Impairments on Investment The Company regularly reviews each of its investments for impairment by determining if the investment has sustained an other-than-temporary decline in its value, in which case the investment is written down to its fair value by a charge to earnings. Factors that are considered by the Company in determining whether an other-than-temporary decline in value has occurred include (i) the market value of the investment in relation to its cost basis, (ii) the financial condition of the investment, and (iii) the Company’s intent and ability to retain the investment for a sufficient period of time to allow for recovery of the market value of the investment. As of December 31, 2016 and 2015, there was no impairment of the Company’s investments. |
Accounts Receivable | Accounts Receivable Accounts receivable represents amounts owed to the Company from product sales, licenses and contract research and government grants. The carrying value of the Company’s receivables represents estimated net realizable values. The Company generally does not require collateral and estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal collection efforts have been unsuccessful in collecting the amounts due. The Company had no amounts reserved for doubtful accounts at December 31, 2016 and 2015 as the Company expected full collection of the accounts receivable balances as of each of these dates. |
SONOVA® Gamma Linolenic Acid ("GLA") Safflower Oil Inventory | SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil Inventory Proprietary safflower plants are grown, producing seed with a high-GLA content. This seed is used for subsequent plantings or processed, and sold as GLA oil, including SONOVA 400 GLA safflower oils and SONOVA Ultra GLA safflower oil, which we refer to as our SONOVA products. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops and costs to process and store harvested seed. Inventory costs are tracked on a lot-identified basis and are included as cost of product revenues when sold. Inventories are stated at the lower of cost or market or net realizable value. The Company makes adjustment to inventory when conditions indicate that the selling price may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value. The reserves are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The inventories—current line item in the balance sheet consists of the cost of oil inventory forecasted to be sold in the next 12 months, as of the balance sheet date. The inventories—noncurrent line item consists of oil and seed inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date. Raw materials inventories consist primarily of seed production costs incurred by our contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. The Company recorded a $0.5 million and $0.6 million write-down of inventory for the years ended December 31, 2016 and 2015, respectively. Inventories consist of the following (in thousands): As of December 31, 2016 2015 Raw Materials $ 44 $ 665 Finished Goods 1,535 1,496 Inventories $ 1,579 $ 2,161 |
Property and Equipment | Property and Equipment Property and equipment acquisitions are recorded at cost. Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2-10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and identifiable intangible assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset above its estimated fair value. As of December 31, 2016 and 2015, there was no impairment of the Company’s long-lived assets. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the consolidated financial statements on a recurring basis (at least annually). 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. |
Concentration of Risk | Concentration of Risk Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the risk profiles of these counterparties. |
Customer Concentration | Customer Concentration Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each respective balance sheet date. Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of December 31, 2016 2015 Customer A — 32 Customer E 36 32 Customer F 1 25 Customer H 27 — Customer I 22 7 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2016 2015 Customer A — 12 Customer D 30 22 Customer F — 14 Customer G 21 13 Customer J 11 5 |
Stock-Based Compensation | Stock-Based Compensation The Company recognizes compensation expense related to employee stock purchase plan and the cost of stock-based compensation awards made to employees and directors on a straight-line basis over the requisite service period, net of estimated forfeitures. Judgment is required in estimating the amount of stock-based awards that will be forfeited prior to vesting. Compensation expense could be revised in subsequent periods if actual forfeitures differ from those estimates. The Company has selected the Black-Scholes option-pricing model and various inputs to estimate the fair value of its stock-based awards. See Note 10 for additional information. The Company accounts for compensation expense related to stock options granted to non-employees based on the fair values estimated using the Black-Scholes model. Stock options granted to non-employees are re-measured at each reporting date until the award is vested. |
Income Taxes | Income Taxes The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a deferred tax asset will not be realized. |
Net Loss per Share | Net Loss per Share Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock, such as stock options, convertible promissory notes, convertible preferred stock, redeemable convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of common stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. Such potentially dilutive shares are excluded when the effect would be to reduce the loss per share. Due to net losses, there is no impact on earnings per share calculation in applying the two-class method since the participating securities have no legal requirement to share in any losses. |
Revenue Recognition | Revenue Recognition Revenue is generated through product sales, license agreements, contract research agreements, and government grants. The Company recognizes revenue when the following criteria have been met: persuasive evidence of an arrangement with the customer exists; price and terms of the arrangement are fixed or determinable; delivery of the product has occurred or the service has been performed in accordance with the terms of the arrangement; and collectability is reasonably assured. For revenue agreements with multiple-element arrangements, such as license and contract agreements, the Company analyzes the arrangements to determine whether the deliverables can be separated or whether they must be accounted for as a single unit of accounting. This determination is generally based on whether any deliverable has stand-alone value to the customer. This analysis also establishes a selling price hierarchy for determining how to allocate arrangement consideration to identified units of accounting. When deliverables are separable, consideration received is allocated to the separate units of accounting based on the relative selling price method and the appropriate revenue recognition principles are applied to each unit. The selling price used for each unit of accounting is based on estimated selling price as neither vendor-specific nor third-party evidence is available. When the Company determines that an arrangement should be accounted for as a single unit of accounting, it must determine the period over which the performance obligations will be performed and revenue will be recognized over the performance period. |
Product Revenues | Product Revenues Product revenues consist of sales of our SONOVA products. Product revenues are recognized once passage of title has occurred, contractually specified acceptance criteria have been met, and all other revenue recognition criteria have been met. Shipping and handling costs charged to customers are recorded as revenues and included in cost of product revenues at the time the sale is recognized. |
License Revenues | License Revenues The Company’s license agreements generally include up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments. Upon commercialization of a product utilizing a licensed technology, the Company receives certain value-sharing payments associated with the incremental revenue attributable to the licensed technology. The Company has determined that, at the inception of each license agreement, there is only one deliverable for the license for, access to, and assistance with the development of the specified intellectual property. The up-front nonrefundable license fees are recognized as revenue proportionally over the development period, which approximates the expected efforts by the Company. The development period is estimated based upon factors such as type of traits, nature of crops and geographies, which are used to establish the initial deferral period. The Company continually reviews such estimates based on progress toward product commercialization and performs a thorough analysis at least annually. If the deferral period estimate changes, the amount of revenue recognized during the period is either accelerated or reversed to reflect the updated deferred balances as of the current period-end, capturing the cumulative effect of the changes. The annual license fees are payable at the end of the annual period and such fees typically are not required to be paid if the agreement is cancelled prior to the due date. Therefore, annual license fees are only recognized when they become due. The Company’s license agreements generally include contingent milestone payments in the development life cycle of the related technology, such as achievement of specific technological targets, successful results from field trials, filing for approval with regulatory agencies, approvals granted by regulatory agencies and commercial launch of a product utilizing the licensed technology. The Company evaluates whether each milestone is substantive and at risk at the time the agreement is executed. This evaluation includes an assessment of whether (a) the consideration is commensurate with either (i) the entity’s performance to achieve the milestone or (ii) the enhancement of the value of the delivered item(s) as a result of a specific outcome resulting from the entity’s performance to achieve the milestone; (b) the consideration relates solely to past performance; and (c) the consideration is reasonable relative to all of the deliverables and payment terms within the arrangement. The Company generally considers non-refundable milestones that the Company expects to be achieved as a result of the Company’s efforts during the period of the Company’s performance obligations under the license agreement to be substantive and recognizes them as revenue upon the achievement of the milestone, assuming all other revenue recognition criteria are met. Once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. None have been received to date. |
Contract Research Revenues | Contract Research Revenues Contract research revenues consist of amounts earned from performing contracted research activities for third parties. Activities performed are related to breeding programs or the genetic engineering of plants and are subject to an executed agreement. Generally, fees for research and development activities are recognized as the services are performed over the performance period, as specified in the respective agreements, assuming all other revenue recognition criteria are met. Similar to the license agreements, under the contract research agreements, once a product containing one or more of the Company’s traits is commercialized, the Company is entitled to receive a portion of the incremental revenue that the trait generates for its commercial partner. These value-sharing payments will be recorded on the accrual basis when results are reliably measurable, collectability is reasonably assured, and all other revenue recognition criteria are met. |
Government Grant Revenues | Government Grant Revenues Based on the terms of the government grant, the Company recognizes revenue from payments received from government entities for research and development activities over a contractually defined period. Revenues from government grants are recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have been met. |
Unearned Revenue | Unearned Revenue The Company defers revenue to the extent that cash received in conjunction with a license agreement, contract or grant exceeds the revenue recognized in accordance with Company policies. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of the Company’s product candidates. These expenses consist primarily of employee salaries and benefits, including stock-based compensation, fees paid to subcontracted research providers, fees associated with in-licensing technology, royalty agreements, land leased for field trials, chemicals and supplies and other external expenses. These costs are expensed as incurred. Additionally, as disclosed in Note 11, the Company is required from time to time to make certain milestone payments in connection with the development of technologies. These milestone payments are expensed at the time the milestone is achieved and deemed payable. |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Line Items] | |
Summary of Inventories | Inventories consist of the following (in thousands): As of December 31, 2016 2015 Raw Materials $ 44 $ 665 Finished Goods 1,535 1,496 Inventories $ 1,579 $ 2,161 |
Summary of Average Estimated Useful Lives of Assets | Provisions for depreciation are calculated using the straight-line method over the following average estimated useful lives of the assets: Years Laboratory equipment 5 Software and computer equipment 3 Furniture and fixtures 7 Vehicles 5 Leasehold improvements 2-10 * * Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease. |
Customer Concentration Risk [Member] | |
Accounting Policies [Line Items] | |
Summary of Customer Concentration | Customers representing greater than 10% of accounts receivable were as follows (in percentages): As of December 31, 2016 2015 Customer A — 32 Customer E 36 32 Customer F 1 25 Customer H 27 — Customer I 22 7 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2016 2015 Customer A — 12 Customer D 30 22 Customer F — 14 Customer G 21 13 Customer J 11 5 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |
Summary of Property and Equipment, Net | Property and equipment, net consisted of the following (in thousands): As of December 31, 2016 2015 Laboratory equipment $ 2,632 $ 2,528 Software and computer equipment 449 441 Furniture and fixtures 153 153 Vehicles 204 204 Leasehold improvements 1,991 1,900 Assets under construction 20 18 Property and equipment, gross 5,449 5,244 Less accumulated depreciation and amortization (4,941 ) (4,659 ) Property and equipment, net $ 508 $ 585 |
Investments and Fair Value Me29
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Investments And Fair Value Measurements [Abstract] | |
Summary of Investments in Fixed Income Securities | The Company’s investments in fixed income securities consisted of the following as of December 31, 2016: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value Assets at Fair Value Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit 3,049 — (2 ) 3,047 Commercial paper 21,248 — — 21,248 U.S. government securities 19,267 — (9 ) 19,258 U.S. government agency securities 5,000 — (6 ) 4,994 Long-term investments: U.S. government securities 2,500 — (2 ) 2,498 Total Assets at Fair Value $ 52,613 $ — $ (19 ) $ 52,594 The Company’s investments in fixed income securities consisted of the following as of December 31, 2015: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value 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 13,678 — (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 Total Assets at Fair Value $ 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 December 31, 2016 were as follows: Fair Value Measurements at December 31, 2016 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 1,549 $ — $ — $ 1,549 Short-term investments: Certificates of Deposit — 3,047 — 3,047 Commercial paper — 21,248 — 21,248 U.S. government securities 19,258 — — 19,258 U.S. government agency securities — 4,994 — 4,994 Long-term investments: U.S. government securities 2,498 — — 2,498 Total Assets at Fair Value $ 23,305 $ 29,289 $ — $ 52,594 The fair value of the available-for-sale investments at December 31, 2015 were as follows: 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): Year Ended December 31, 2016 2015 Beginning balance $ — $ 1,580 Change in fair value and other adjustments — 9 Derecognition of derivative liabilities upon debt extinguishment — (1,589 ) Ending balance $ — $ — |
Investment in Unconsolidated 30
Investment in Unconsolidated Entity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Limagrain Cereal Seeds LLC [Member] | |
Summary of Condensed Financial Information Related to Unconsolidated Entity | Summarized condensed financial information related to the unconsolidated entity, accounted for using the equity method is as follows (in thousands): As of and for the year ended December 31, 2016 2015 Assets: Current assets $ 2,963 $ 2,104 Non-current assets 9,776 9,864 Total assets 12,739 11,968 Liabilities and equity: Current liabilities 26,992 20,807 Equity of Arcadia Biosciences, Inc.(1) (4,989 ) (3,002 ) Equity of VUSA (9,264 ) (5,837 ) Total liabilities and equity $ 12,739 $ 11,968 Revenue $ 3,635 $ 3,630 Gross profit 1,594 1,328 Loss from continuing operations (5,268 ) (5,509 ) Net loss (2) (5,413 ) (5,741 ) (1) Effective June 2014, (2) As the Company’ investment balance has been reduced to $0 in 2014, the Company’s share of the pretax loss is $0 . |
Accounts Payable and Accrued 31
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Expenses | Accounts payable and accrued expenses consisted of the following (in thousands): As of December 31, 2016 2015 Accounts payable—trade $ 222 $ 424 Payroll and benefits 1,331 1,050 Research and development 182 323 Royalty fees due to unrelated parties 170 157 Accrued interest on notes payable 98 9 Consulting 29 152 Rent and utilities 85 77 Legal 45 57 Accrued withholding taxes — 24 Other 197 150 Total accounts payable and accrued expenses $ 2,359 $ 2,423 |
Long-Term Debt and Other Fina32
Long-Term Debt and Other Financing Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Longterm debt consisted of the following (in thousands): December 31, 2016 December 31, 2015 Notes payable $ 25,127 $ 24,930 Total $ 25,127 $ 24,930 Less current portion — — Long-term portion $ 25,127 $ 24,930 |
Summary of Minimum Principal Payments on Outstanding Debt Related to the Existing Term Loan | Minimum principal payments on the Company’s outstanding debt related to the existing term loan as of December 31, 2016 are as follows (in thousands): December 31, 2016 2017 $ — 2018 8,333 2019 8,333 2020 8,334 Total $ 25,000 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity Under Stock Incentive Plans | The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2014 3,759,839 $ 3.00 $ 12,499 Options granted 352,494 7.30 Options exercised (609,066 ) 0.59 Options cancelled and forfeited (75,758 ) 7.33 Outstanding — Balance at December 31, 2015 3,427,509 $ 3.76 $ 3,707 Options granted 1,799,395 5.17 Options exercised (228,141 ) 1.18 Options cancelled and forfeited (419,981 ) 4.49 Outstanding — Balance at December 31, 2016 4,578,782 4.38 $ — Vested and expected to vest — December 31, 2016 4,561,042 4.37 $ — Exercisable —December 31, 2016 2,804,796 $ 3.65 $ — |
Weighted-Average Fair Value Assumption of Stock Option Awards | The Year Ended December 31, Assumptions 2016 2015 Expected term (years) 5.40 - 6.25 5.52 Expected volatility 87.80% - 91.40% 100% Risk-free interest rate 1.17% - 1.54% 1.61% Expected dividend yield — — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Payments Under Non-Cancelable Operating Leases | Future minimum payments under non-cancelable operating leases in effect as of December 31, 2016, are presented below (in thousands): Years Ending December 31, Amounts 2017 $ 782 2018 334 2019 5 Total future minimum payments under non- cancelable operating leases $ 1,121 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes are as follows: Year Ended December 31, 2016 2015 Domestic $ (19,599 ) $ (17,930 ) Foreign — — Loss before income taxes $ (19,599 ) $ (17,930 ) |
Provision for Income Taxes | The components of the provision for income taxes for the years ended December 31, 2016 and 2015 are as follows (in thousands): Year Ended December 31, 2016 2015 Current: Federal $ — $ — State 1 2 Foreign 24 24 Total current tax expense 25 26 Deferred: Federal — — State — — Foreign — — Total deferred tax benefit — — Total tax expense $ 25 $ 26 |
Reconciliation of the Statutory Federal Income Tax Rate | The following is a reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: Year Ended December 31, 2016 2015 Expected income tax provision at the federal statutory rate 34.0 % 34.0 % State taxes, net of federal benefit 4.7 % 4.5 % Change in valuation allowance (37.8 )% (36.8 )% Nondeductible expenses (0.9 )% (1.8 )% Withholding taxes (0.1 )% (0.1 )% Income tax provision (0.1 )% (0.2 )% |
Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets are as follows (in thousands) As of December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 49,593 $ 41,807 Unearned revenue 1,501 1,421 Stock-based compensation 2,861 2,485 Accrued payroll and benefits 215 226 Research and development credits 143 106 Capital loss carryover 13 16 Fixed asset basis difference 191 192 Inventory reserve 1,110 912 Charitable contributions 5 7 Total deferred tax assets 55,632 47,172 Less valuation allowance (55,632 ) (47,172 ) Net deferred tax assets $ — $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Summary of Revenues Based on Location of Customers | Revenues based on the location of the customers, are as follows (in thousands): Year Ended December 31, 2016 2015 United States $ 2,715 $ 3,880 India (1) (100 ) 658 Africa 353 293 United Arab Emirates — 200 Belgium — 121 France 18 91 Canada 202 75 Other — 96 Total $ 3,188 $ 5,414 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 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 antidilutive were as follows (in shares): Year Ended December 31, 2016 2015 Options to purchase common stock 4,578,782 3,427,509 Warrants to purchase common stock 1,336,894 1,336,894 Total 5,915,676 4,764,403 |
Description of Business - Addit
Description of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | |
May 31, 2015 | Dec. 31, 2016 | 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 | $ 68,227 | ||
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 |
Summary of Significant Accoun39
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | |
Accounting Policies [Line Items] | |||
Reserved for doubtful accounts | $ 0 | $ 0 | |
Write-down of inventory | 500,000 | 600,000 | |
Impairment of long-lived assets | $ 0 | 0 | |
Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Cost method investment ownership percentage | 20.00% | ||
Limagrain Cereal Seeds LLC [Member] | |||
Accounting Policies [Line Items] | |||
Equity method investments | $ 0 | 0 | $ 0 |
Impairment of equity method investments | $ 0 | $ 0 |
Summary of Significant Accoun40
Summary of Significant Accounting Policies - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 44 | $ 665 |
Finished Goods | 1,535 | 1,496 |
Inventories | $ 1,579 | $ 2,161 |
Summary of Significant Accoun41
Summary of Significant Accounting Policies - Summary of Average Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2016 | |
Laboratory equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Software and computer equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 3 years |
Furniture and fixtures [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 7 years |
Vehicles [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 5 years |
Leasehold improvements [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 2 years |
Leasehold improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, estimated useful lives | 10 years |
Summary of Significant Accoun42
Summary of Significant Accounting Policies - Summary of Customer Concentration (Detail) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Accounts Receivable [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 32.00% | |
Accounts Receivable [Member] | Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 36.00% | 32.00% |
Accounts Receivable [Member] | Customer F [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 1.00% | 25.00% |
Accounts Receivable [Member] | Customer H [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 27.00% | |
Accounts Receivable [Member] | Customer I [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 22.00% | 7.00% |
Total Revenue [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 12.00% | |
Total Revenue [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 30.00% | 22.00% |
Total Revenue [Member] | Customer F [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% | |
Total Revenue [Member] | Customer G [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 21.00% | 13.00% |
Total Revenue [Member] | Customer J [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | 5.00% |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,449 | $ 5,244 |
Less accumulated depreciation and amortization | (4,941) | (4,659) |
Property and equipment, net | 508 | 585 |
Laboratory equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,632 | 2,528 |
Software and computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 449 | 441 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 153 | 153 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 204 | 204 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 1,991 | 1,900 |
Assets under construction [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 20 | $ 18 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 304 | $ 294 |
Investments and Fair Value Me45
Investments and Fair Value Measurements - Summary of Investments in Fixed Income Securities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 52,613 | $ 67,930 |
Unrealized Gains | 1 | |
Unrealized Losses | (19) | (116) |
Estimated Fair Value | 52,594 | 67,815 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,549 | 12,799 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 1,549 | 12,799 |
Cash Equivalents [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,949 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 5,949 | |
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] | Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,049 | 3,374 |
Unrealized Gains | 0 | |
Unrealized Losses | (2) | 0 |
Estimated Fair Value | 3,047 | 3,374 |
Short-term Investments [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 21,248 | 3,598 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 21,248 | 3,598 |
Short-term Investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 19,267 | 13,678 |
Unrealized Gains | 0 | |
Unrealized Losses | (9) | (30) |
Estimated Fair Value | 19,258 | 13,648 |
Short-term Investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,000 | 5,653 |
Unrealized Gains | 1 | |
Unrealized Losses | (6) | (4) |
Estimated Fair Value | 4,994 | 5,650 |
Long-term investments [Member] | Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,049 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 3,049 | |
Long-term investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,500 | 11,780 |
Unrealized Gains | 0 | |
Unrealized Losses | (2) | (52) |
Estimated Fair Value | $ 2,498 | 11,728 |
Long-term investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,001 | |
Unrealized Gains | 0 | |
Unrealized Losses | (30) | |
Estimated Fair Value | $ 4,971 |
Investments and Fair Value Me46
Investments and Fair Value Measurements - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Investments Debt And Equity Securities [Abstract] | |
Investment in continuous unrealized loss position for more than twelve months | $ 0 |
Maturity of long-term investments | 2,018 |
Investments and Fair Value Me47
Investments and Fair Value Measurements - Summary of Fair Value of Available-for-Sale Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 52,594 | $ 67,815 |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 1,549 | 12,799 |
Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,047 | 3,374 |
Long-term investments | 3,049 | |
U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 19,258 | 13,648 |
Long-term investments | 2,498 | 11,728 |
Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 5,949 | |
Short-term investments | 21,248 | 3,598 |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 23,305 | 38,175 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 1,549 | 12,799 |
Level 1 [Member] | Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Level 1 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 19,258 | 13,648 |
Long-term investments | 2,498 | 11,728 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Level 2 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 29,289 | 29,640 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Level 2 [Member] | Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 3,047 | 3,374 |
Long-term investments | 3,049 | |
Level 2 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 5,949 | |
Short-term investments | 21,248 | 3,598 |
Level 3 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 0 | 0 |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Level 3 [Member] | Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Level 3 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Long-term investments | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
U.S. Government Agency Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 3,049 | |
Short-term investments | 4,994 | 5,650 |
Long-term investments | 4,971 | |
U.S. Government Agency Securities [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
U.S. Government Agency Securities [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 3,049 | |
Short-term investments | 4,994 | 5,650 |
Long-term investments | 4,971 | |
U.S. Government Agency Securities [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | $ 0 | 0 |
Long-term investments | $ 0 |
Investments and Fair Value Me48
Investments and Fair Value Measurements - Summary of Changes in Fair Value and Other Adjustments of Derivative Liabilities (Detail) - Derivative Financial Instruments Liabilities [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 0 | $ 1,580 |
Change in fair value and other adjustments | 0 | 9 |
Derecognition of derivative liabilities upon debt extinguishment | 0 | (1,589) |
Ending balance | $ 0 | $ 0 |
Investment in Unconsolidated 49
Investment in Unconsolidated Entity - Additional information (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) | 12 Months Ended | |
Dec. 31, 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 | $ 25,000,000 | |
Maturity date of debt | Apr. 15, 2017 |
Investment in Unconsolidated 50
Investment in Unconsolidated Entity - Summary of Condensed Financial Information Related to Unconsolidated Entity (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Assets: | ||
Current assets | $ 2,963 | $ 2,104 |
Non-current assets | 9,776 | 9,864 |
Total assets | 12,739 | 11,968 |
Liabilities and equity: | ||
Current liabilities | 26,992 | 20,807 |
Total liabilities and equity | 12,739 | 11,968 |
Revenue | 3,635 | 3,630 |
Gross profit | 1,594 | 1,328 |
Loss from continuing operations | (5,268) | (5,509) |
Net loss | (5,413) | (5,741) |
Arcadia Biosciences, Inc [Member] | ||
Liabilities and equity: | ||
Equity | (4,989) | (3,002) |
Vilmorin USA [Member] | ||
Liabilities and equity: | ||
Equity | $ (9,264) | $ (5,837) |
Investment in Unconsolidated 51
Investment in Unconsolidated Entity - Summary of Condensed Financial Information Related to Unconsolidated Entity (Parenthetical ) (Detail) - Limagrain Cereal Seeds LLC [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2014 | |
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 0 | $ 0 | $ 0 |
Share of pretax loss | $ 0 | $ 0 |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | 20 Months Ended | |||
Sep. 30, 2014USD ($)shares | Feb. 29, 2012Soybean_Grower | Dec. 31, 2016USD ($) | 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 activities agreed, 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 | $ 416,000 | $ 1,300,000 | ||||
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 |
Accounts Payable and Accrued 53
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Accounts payable—trade | $ 222 | $ 424 |
Payroll and benefits | 1,331 | 1,050 |
Research and development | 182 | 323 |
Royalty fees due to unrelated parties | 170 | 157 |
Accrued interest on notes payable | 98 | 9 |
Consulting | 29 | 152 |
Rent and utilities | 85 | 77 |
Legal | 45 | 57 |
Accrued withholding taxes | 0 | 24 |
Other | 197 | 150 |
Total accounts payable and accrued expenses | $ 2,359 | $ 2,423 |
Accounts Payable and Accrued 54
Accounts Payable and Accrued Expenses - Exit or Disposal Activities - Additional Information (Details) | 12 Months Ended |
Dec. 31, 2016USD ($)Position | |
Payables And Accruals [Line Items] | |
Number of positions eliminated | Position | 23 |
Other restructuring costs | $ 0 |
One-Time Employee Termination Benefits [Member] | |
Payables And Accruals [Line Items] | |
Severance cost accrued under payroll and benefits | 389,000 |
One-Time Employee Termination Benefits [Member] | Selling, General, and Administrative Expense [Member] | |
Payables And Accruals [Line Items] | |
Severance costs | 192,000 |
Executive Employment Contract [Member] | Selling, General, and Administrative Expense [Member] | |
Payables And Accruals [Line Items] | |
Severance costs | $ 224,000 |
Long-Term Debt and Other Fina55
Long-Term Debt and Other Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 25,127 | $ 24,930 |
Total | 25,127 | 24,930 |
Less current portion | 0 | 0 |
Long-term portion | $ 25,127 | $ 24,930 |
Long-Term Debt and Other Fina56
Long-Term Debt and Other Financing Arrangements - Term Note Related Party - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Apr. 30, 2015 | Jul. 31, 2012 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Repayment of principal balance | $ 8,000,000 | |||
Repayment of accrued interest and prepayment fee | $ 1,319,000 | 2,658,000 | ||
Loss on extinguishment of debt | $ 0 | (230,000) | ||
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 | |||
Moral Compass Corporation [Member] | Amended Term Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Repayment of principal balance | $ 8,000,000 | |||
Repayment of accrued interest and prepayment fee | $ 148,000 | |||
Loss on extinguishment of debt | $ (80,000) |
Long-Term Debt and Other Fina57
Long-Term Debt and Other Financing Arrangements - Promissory Notes - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Nov. 30, 2013 | Aug. 31, 2013 | |
Debt Instrument [Line Items] | |||||
Repayment of accrued interest and prepayment fee | $ 1,319,000 | $ 2,658,000 | |||
Loss on extinguishment of debt | $ 0 | (230,000) | |||
Promissory Notes [Member] | |||||
Debt Instrument [Line Items] | |||||
Notes Payable to Unrelated Party | $ 1,100,000 | $ 2,000,000 | |||
Repayment of principal balance | $ 1,600,000 | ||||
Repayment of accrued interest and prepayment fee | $ 44,000 | ||||
Loss on extinguishment of debt | $ (37,000) |
Long-Term Debt and Other Fina58
Long-Term Debt and Other Financing Arrangements - Convertible Promissory Notes - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | ||||
May 31, 2015USD ($) | Apr. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)Installment | Dec. 31, 2013USD ($)$ / sharesshares | Sep. 30, 2013USD ($) | |
Debt Instrument [Line Items] | ||||||
Interest expense related to debt discount | $ 198,000 | $ 837,000 | ||||
Increase in fair value of warrant | 197,000 | |||||
Fees paid to lender | 46,000 | 396,000 | ||||
Loss on extinguishment of debt | 0 | (230,000) | ||||
Accrued interest | 98,000 | 9,000 | ||||
Repayment of accrued interest and prepayment fee | $ 1,319,000 | 2,658,000 | ||||
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 | $ / shares | $ 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 | shares | 75,666 | |||||
Common stock warrants, exercise price per share | $ / shares | $ 16.52 | |||||
Warrant, vesting date | 2013-12 | |||||
Warrant, exercisable term | 5 years | |||||
Interest expense related to convertible promissory note | 747,000 | |||||
Interest expense related to debt discount | 536,000 | |||||
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 | |||||
Term Loan Borrowings from Unrelated Parties [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 20,000,000 | |||||
Common stock warrants, exercise price per share | $ / shares | $ 5.32 | |||||
Interest expense related to convertible promissory note | 1,500,000 | |||||
Interest expense related to debt discount | 301,000 | |||||
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 threemonth LIBOR as in effect from time to time plus 8.74%. | |||||
Repayment date of outstanding principal amounts and accrued interest | Nov. 1, 2018 | |||||
Additional term payment due on maturity of term loan | $ 600,000 | |||||
Common stock warrants issued | shares | 1,503,760 | |||||
Warrant liability, fair value | $ 356,000 | |||||
Embedded derivative liability, fair value | $ 81,000 | |||||
Fees paid to lender | 290,000 | |||||
Initial fair value of warrants and embedded derivative liability | $ 437,000 | |||||
Debt instrument, violation or event of default description | In July 2015, the Company amended the Term Loans to include collateral of certain intellectual property rights in exchange for a waiver of the Company’s obligation to obtain a subordination agreement from Mahyco International with respect to the indebtedness the Company owed to them. In an event of default, the lenders could have accelerated and declared to be immediately due and payable the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the agreement. In the case of a bankruptcy or insolvency event of default, the outstanding principal amount of the Term Loans and the Company’s other payment obligations under the loan agreement automatically would have accelerated and become due and payable. In addition, if an event of default occurred and continued under the loan agreement, the lenders could have exercised certain additional secured creditor remedies against the Company and against the assets that secured the Company’s obligations under the agreement. | |||||
Term Loan Borrowings from Unrelated Parties [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate on loan | 9.00% | |||||
Term Loan Borrowings from Unrelated Parties [Member] | Three-month LIBOR [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest on the notes | 8.74% | |||||
Senior Secured Term Loan Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt instrument, face amount | $ 25,000,000 | $ 25,000,000 | ||||
Repayment date of outstanding principal amounts and accrued interest | Dec. 1, 2020 | |||||
Additional term payment due on maturity of term loan | $ 600,000 | |||||
Repayment of principal balance | 20,000,000 | |||||
Accrued interest, prepayment and other fees | 1,300,000 | |||||
Loss on extinguishment of debt | (1,200,000) | |||||
Unamortized debt discount | 427,000 | |||||
Deferred loan issuance fees | $ 58,000 | |||||
Number of installments | Installment | 36 | |||||
Cash collateralized obligations | 100.00% | |||||
Senior Secured Term Loan Facility [Member] | Prepayment Occurs After December 29, 2016 but Before December 29, 2017 [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, 2017 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Prepayment fee as of outstanding principal amount percentage | 1.00% | |||||
Senior Secured Term Loan Facility [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Liquidity ratio | 140.00% | |||||
Senior Secured Term Loan Facility [Member] | Prime Rate [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Interest on the notes | 0.90% | |||||
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 |
Long-Term Debt and Other Fina59
Long-Term Debt and Other Financing Arrangements - Summary of Minimum Principal Payments on Outstanding Debt Related to the Existing Term Loan (Detail) - Senior Secured Term Loan Facility [Member] - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
2,018 | $ 8,333 | |
2,019 | 8,333 | |
2,020 | 8,334 | |
Total | $ 25,000 | $ 25,000 |
Long-Term Debt and Other Fina60
Long-Term Debt and Other Financing Arrangements - Loss on Debt Extinguishment - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | ||
Loss on extinguishment of debt | $ 0 | $ (230,000) |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | May 20, 2015shares | May 14, 2015shares | Dec. 31, 2016USD ($)IncentivePlan$ / sharesshares | Dec. 31, 2015USD ($)$ / sharesshares | Dec. 31, 2014shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of equity incentive plans | IncentivePlan | 2 | ||||
Total number of options outstanding | 4,578,782 | 3,427,509 | 3,759,839 | ||
Intrinsic value of options exercised | $ | $ 0 | $ 1,500,000 | |||
Options expired in period | 0 | 0 | |||
Total fair value of shares vested | $ | $ 283,000 | $ 730,000 | |||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 1,700,000 | ||||
Weighted-average remaining recognition period | 3 years 1 month 13 days | ||||
Weighted-average estimated grant-date fair value of stock options granted | $ / shares | $ 1.13 | $ 4.64 | |||
Stock-based compensation | $ | $ 1,059,000 | $ 1,392,000 | |||
2015 Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Total number of shares reserved for issuance under plan | 625,000 | ||||
Stock-based compensation | $ | $ 80,000 | $ 69,000 | |||
Percentage in payroll deductions to acquire shares of common stock | 15.00% | ||||
Purchase plan offering period | 6 months | ||||
Employees are able to purchase company's common stock on first trading day of offering period, percentage | 85.00% | ||||
Issuance of common stock pursuant to employee stock purchase plan | 75,342 | ||||
First offering period, start date | May 14, 2015 | ||||
First offering period, end date | Feb. 1, 2016 | ||||
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 | 2,878,536 | ||||
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 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 3,087,729 shares of common stock reserved for future issuance, which included 212,729 shares under the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016. In addition, shares subject to awards under the 2006 Plan that are forfeited or terminated will be added to the 2015 Plan. | ||||
Total number of shares reserved for issuance under plan | 3,087,729 | 5,223,245 | |||
Common stock available for future grant | 3,522,999 | ||||
Total number of options outstanding | 1,700,246 | ||||
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Shares Subject to Outstanding, Beginning Balance | 3,427,509 | 3,759,839 | |
Shares Subject to Outstanding, Options granted | 1,799,395 | 352,494 | |
Shares Subject to Outstanding, Options exercised | (228,141) | (609,066) | |
Shares Subject to Outstanding, Options cancelled and forfeited | (419,981) | (75,758) | |
Shares Subject to Outstanding, Ending Balance | 4,578,782 | 3,427,509 | |
Shares Subject to Outstanding, Vested and expected to vest | 4,561,042 | ||
Shares Subject to Outstanding, Exercisable | 2,804,796 | ||
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ 3.76 | $ 3 | |
Weighted-Average Exercise Price Per Share, Options granted | 5.17 | 7.30 | |
Weighted-Average Exercise Price Per Share, Options exercised | 1.18 | 0.59 | |
Weighted-Average Exercise Price Per Share, Options cancelled and forfeited | 4.49 | 7.33 | |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 4.38 | $ 3.76 | |
Weighted Average Exercise Price Per Share, Vested and expected to vest | 4.37 | ||
Weighted Average Exercise Price Per Share, Exercisable | $ 3.65 | ||
Aggregate Intrinsic Value, Outstanding Balance | $ 3,707 | $ 12,499 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months 7 days | |
Expected volatility | 100.00% | |
Risk-free interest rate | 1.61% | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 6 years 3 months | |
Expected volatility | 91.40% | |
Risk-free interest rate | 1.54% | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 4 months 24 days | |
Expected volatility | 87.80% | |
Risk-free interest rate | 1.17% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Dec. 31, 2010USD ($)Program | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 15, 2005USD ($) |
Commitments And Contingencies [Line Items] | ||||
Operating leases rent expense | $ 1,300,000 | $ 1,300,000 | ||
Other noncurrent liability | 3,000,000 | 3,000,000 | ||
Royalties due to both related and unrelated parties on license revenue accrued | 201,000 | 177,000 | ||
Milestones payments yet to be achieved | 2,000,000 | 2,000,000 | ||
Milestones payment | $ 0 | $ 0 | ||
Anawah, Inc [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Contingent liability | $ 3,000,000 | $ 5,000,000 | ||
Date of merger and reorganization | Jun. 15, 2005 | |||
Restructuring activities, description | As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs | |||
Number of development programs ceased | Program | 3 | |||
Number of development programs | Program | 6 | |||
Other noncurrent liability | $ 3,000,000 | |||
Minimum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases, term of contract | 3 years | |||
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements | 2.00% | |||
Maximum [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Operating leases, term of contract | 5 years | |||
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements | 15.00% |
Commitments and Contingencies65
Commitments and Contingencies - Future Minimum Payments Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2016USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2,017 | $ 782 |
2,018 | 334 |
2,019 | 5 |
Total future minimum payments under non- cancelable operating leases | $ 1,121 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (19,599) | $ (17,930) |
Foreign | 0 | 0 |
Net loss before income taxes | $ (19,599) | $ (17,930) |
Income Taxes - Components of th
Income Taxes - Components of the Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 1 | 2 |
Foreign | 24 | 24 |
Total current tax expense | 25 | 26 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred tax benefit | 0 | 0 |
Total tax expense | $ 25 | $ 26 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Statutory Federal Income Tax Rate to the Company's Effective Tax Rate (Detail) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 34.00% | 34.00% |
State taxes, net of federal benefit | 4.70% | 4.50% |
Change in valuation allowance | (37.80%) | (36.80%) |
Nondeductible expenses | (0.90%) | (1.80%) |
Withholding taxes | (0.10%) | (0.10%) |
Income tax provision | (0.10%) | (0.20%) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Income Tax [Line Items] | ||
Total income tax expense | $ 25,000 | $ 26,000 |
Net valuation allowance increased | $ 8,500,000 | $ 6,600,000 |
Operating loss carryforwards limitations on use | it has not forfeited the right to carryforward tax losses up to 20 years | |
Tax years open back to extent of NOLs being carried forward | 2,000 | |
Uncertain Tax Position | $ 0 | |
Maximum [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Right to carryforward tax losses, period | 20 years | |
Tax year subject to examination by the tax authorities | 2,016 | |
Minimum [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Tax year subject to examination by the tax authorities | 2,006 | |
Federal [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Aggregate amount of net operating loss | $ 136,200,000 | |
Operating loss carryforward unutilized | 7,200,000 | |
State [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Aggregate amount of net operating loss | $ 100,300,000 |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 49,593 | $ 41,807 |
Unearned revenue | 1,501 | 1,421 |
Stock-based compensation | 2,861 | 2,485 |
Accrued payroll and benefits | 215 | 226 |
Research and development credits | 143 | 106 |
Capital loss carryover | 13 | 16 |
Fixed asset basis difference | 191 | 192 |
Inventory reserve | 1,110 | 912 |
Charitable contributions | 5 | 7 |
Total deferred tax assets | 55,632 | 47,172 |
Less valuation allowance | (55,632) | (47,172) |
Net deferred tax assets | $ 0 | $ 0 |
Retirement Benefits - Additiona
Retirement Benefits - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation And Retirement Disclosure [Abstract] | ||
Employer matching contribution, percent | 50.00% | |
Maximum annual contribution per employee, percent | 3.00% | |
Description of defined contribution pension and other postretirement plans | Employees’ rights to employer contributions vest on the one-year anniversary of their date of employment. | |
Defined benefit plan employee vested minimum period, years | 1 year | |
Amount accrued for company's approved discretionary match | $ 0 | $ 0 |
Segment and Geographic Informat
Segment and Geographic Information - Summary of Revenues Based on Location of Customers (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | ||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | $ 3,188 | $ 5,414 | |
United States | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 2,715 | 3,880 | |
India | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | [1] | (100) | 658 |
Africa | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 353 | 293 | |
United Arab Emirates | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 200 | ||
Belgium | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 121 | ||
France | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | 18 | 91 | |
Canada | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | $ 202 | 75 | |
Other | |||
Revenues From External Customers And Long Lived Assets [Line Items] | |||
Total revenues | $ 96 | ||
[1] | The negative amount is due to the change in estimated commercialization dates in 2016, which impacted the timing of revenue recognition. |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 5,915,676 | 4,764,403 |
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 | 4,578,782 | 3,427,509 |
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 ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Jul. 31, 2012 | |
Related Party Transaction [Line Items] | |||
Royalty fees due | $ 30,000 | $ 19,000 | |
Revenue recognized | 0 | 91,000 | |
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 | $ 30,000 | 19,000 | |
Limagrain Cereal Seeds LLC [Member] | |||
Related Party Transaction [Line Items] | |||
Revenue recognized | $ 91,000 |