Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 31, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | RKDA | |
Entity Registrant Name | ARCADIA BIOSCIENCES, INC. | |
Entity Central Index Key | 1,469,443 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 42,664,821 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 13,438 | $ 2,013 |
Short-term investments | 30,740 | 48,547 |
Accounts receivable | 432 | 349 |
Unbilled revenue | 141 | 184 |
Inventories — current | 286 | 252 |
Prepaid expenses and other current assets | 1,480 | 877 |
Total current assets | 46,517 | 52,222 |
Property and equipment, net | 417 | 508 |
Inventories — noncurrent | 1,153 | 1,327 |
Long-term investments | 2,498 | |
Other noncurrent assets | 346 | 19 |
Total assets | 48,433 | 56,574 |
Current liabilities: | ||
Accounts payable and accrued expenses | 1,834 | 2,359 |
Amounts due to related parties | 27 | 30 |
Notes payable — current | 4,167 | 0 |
Unearned revenue — current | 666 | 740 |
Total current liabilities | 6,694 | 3,129 |
Notes payable — noncurrent | 21,058 | 25,127 |
Unearned revenue — noncurrent | 2,920 | 3,120 |
Other noncurrent liabilities | 3,000 | 3,000 |
Total liabilities | 33,672 | 34,376 |
Stockholders’ equity: | ||
Common stock, $0.001 par value—150,000,000 and 400,000,000 shares authorized as of June 30, 2017 and December 31, 2016; 42,664,821 and 44,487,678 shares issued and outstanding as of June 30, 2017 and December 31, 2016 | 43 | 44 |
Additional paid-in capital | 174,503 | 173,723 |
Accumulated deficit | (159,772) | (151,550) |
Accumulated other comprehensive loss | (13) | (19) |
Total stockholders’ equity | 14,761 | 22,198 |
Total liabilities and stockholders’ equity | $ 48,433 | $ 56,574 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 400,000,000 |
Common stock, issued | 42,664,821 | 44,487,678 |
Common stock, outstanding | 42,664,821 | 44,487,678 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenues: | ||||
Product | $ 195 | $ 65 | $ 400 | $ 320 |
License | 103 | 140 | 209 | 292 |
Contract research and government grants | 693 | 516 | 1,400 | 961 |
Total revenues | 991 | 721 | 2,009 | 1,573 |
Operating expenses: | ||||
Cost of product revenues | 116 | 35 | 222 | 182 |
Research and development | 1,669 | 2,216 | 3,492 | 4,418 |
Selling, general and administrative | 2,943 | 2,759 | 5,995 | 6,195 |
Total operating expenses | 4,728 | 5,010 | 9,709 | 10,795 |
Loss from operations | (3,737) | (4,289) | (7,700) | (9,222) |
Interest expense | (365) | (327) | (704) | (654) |
Other income, net | 104 | 76 | 200 | 152 |
Net loss before income taxes | (3,998) | (4,540) | (8,204) | (9,724) |
Income tax provision | (8) | (11) | (18) | (17) |
Net loss and net loss attributable to common stockholders | $ (4,006) | $ (4,551) | $ (8,222) | $ (9,741) |
Net loss per share attributable to common stockholders: | ||||
Basic and diluted | $ (0.09) | $ (0.10) | $ (0.19) | $ (0.22) |
Weighted-average number of shares used in per share calculations: | ||||
Basic and diluted | 42,664,821 | 44,308,245 | 43,572,936 | 44,274,508 |
Other comprehensive income, net of tax | ||||
Unrealized gains on available-for-sale securities | $ 7 | $ 25 | $ 6 | $ 109 |
Other comprehensive income | 7 | 25 | 6 | 109 |
Comprehensive loss attributable to common stockholders | $ (3,999) | $ (4,526) | $ (8,216) | $ (9,632) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (8,222) | $ (9,741) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Depreciation and amortization | 146 | 147 |
Gain on disposal of equipment | (3) | |
Net amortization of investment premium and discount | (65) | 139 |
Stock-based compensation | 760 | 393 |
Accretion of debt discount | 99 | 98 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (83) | 529 |
Unbilled revenue | 43 | (10) |
Inventories | 140 | (19) |
Prepaid expenses and other current assets | (603) | (670) |
Other noncurrent assets | (327) | (67) |
Accounts payable and accrued expenses | (525) | 195 |
Amounts due to related parties | (3) | (4) |
Unearned revenue | (274) | 163 |
Net cash used in operating activities | (8,917) | (8,847) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property and equipment | 4 | |
Purchases of property and equipment | (58) | (198) |
Purchases of investments | (19,405) | |
Proceeds from sales and maturities of investments | 39,785 | 12,205 |
Net cash provided by investing activities | 20,326 | 12,007 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Payments of debt issuance costs | (46) | |
Proceeds from exercise of stock options and ESPP purchases | 16 | 273 |
Net cash provided by financing activities | 16 | 227 |
Net increase in cash and cash equivalents | 11,425 | 3,387 |
Cash and cash equivalents — beginning of period | 2,013 | 23,973 |
Cash and cash equivalents — end of period | 13,438 | 27,360 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 599 | 474 |
Cash paid for income taxes | 1 | 2 |
NONCASH INVESTING AND FINANCING ACTIVITIES: | ||
Exchange of membership interest in unconsolidated entity for common stock | $ 2 | |
Stock option exercise cost included in accounts receivable | $ 30 |
Description of Business and Bas
Description of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Organization Arcadia Biosciences, Inc. (the “Company”) was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in 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. The Company has an extensive and diversified portfolio of mid to late-stage crop productivity and product quality traits addressing multiple crops that supply the global food and feed markets. The Company’s traits are focused on high-value enhancements that increase crop yields by enabling plants to more efficiently manage environmental and nutrient stresses, and that enhance the quality and value of agricultural products. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 6), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca , Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and Verdeca in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities (“VIEs”). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Interim results are not necessarily indicative of results for any other interim period or for the full fiscal year. The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2017. Liquidity, Capital Resources, and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of June 30, 2017, the Company had an accumulated deficit of $159.8 million, cash and cash equivalents of $13.4 million, and short-term investments of $30.7 million. As is disclosed in Note 13, the Company repaid its $25.0 million term loan and related interest, prepayment and end-of-term payments totaling $1.3 million with Silicon Valley Bank in July 2017. The Company’s cash and investments combined with its anticipated cash used in operations raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include attempting to secure additional required funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other agriculture biotechnology companies or third parties to co-develop and fund research, development or commercialization efforts, or similar transactions. There is no assurance that the Company will be successful in obtaining the necessary funding to meet its business objectives. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes And Error Corrections [Abstract] | |
Recent Accounting Pronouncements | 2. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 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 as of 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 Company has completed its initial analysis in identifying which revenue streams will be impacted by the new guidance. The Company’s assessment of the performance obligations associated with our current revenue streams from grants, licenses and research agreements is ongoing; however, we believe there may be a potential material impact to license revenue. The Company continues to analyze the potential impacts to on its condensed consolidated financial statements In August 2014, The FASB issued ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern 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 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 In May 2017, the FASB issued ASU No. 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. |
SONOVA Gamma Linolenic Acid ("G
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory | 3. SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil Inventory Raw materials inventories consist primarily of seed production costs incurred by the Company’s contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. Inventories consist of the following (in thousands): June 30, 2017 December 31, 2016 Raw materials $ 44 $ 44 Finished goods 1,395 1,535 Inventories $ 1,439 $ 1,579 |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Investments And Fair Value Of Financial Instruments [Abstract] | |
Investments and Fair Value of Financial Instruments | 4. Investments and Fair Value of Financial Instruments Available-for-Sale Investments The Company classified short-term and long-term investments as “available-for-sale.” Investments are free of trading restrictions. The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive loss, which is reflected as a separate component of stockholder’s equity (deficit) in the Consolidated Balance Sheets. Gains and losses are recognized when realized in the Consolidated Statements of Operations and Comprehensive Loss. The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at June 30, 2017 and December 31, 2016, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income (“AOCI”): (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value June 30, 2017 Cash equivalents: Commercial paper 6,846 — — 6,846 Money market funds 2,077 — — 2,077 U.S. government agency securities 4,497 — — 4,497 Short-term investments: Certificates of Deposit 1,911 — (1 ) 1,910 Commercial paper 13,852 — — 13,852 U.S. government securities 9,990 — (9 ) 9,981 U.S. government agency securities 5,000 — (3 ) 4,997 Total Assets at Fair Value $ 44,173 $ — $ (13 ) $ 44,160 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2016 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 did not have any investment categories that were in a continuous unrealized loss position for more than twelve months as of June 30, 2017. The unrealized gains and losses amounts above are included in AOCI. All short-term investments will mature in 2017 except for two totaling $3.9 million, which will mature in 2018. As of June 30, 2017, for fixed income securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell any of these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. The Company anticipates that it will recover the entire amortized cost basis of such fixed income securities and has determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the three and six months ended June 30, 2017. Fair Value Measurement Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. The fair value of the available-for-sale investments at June 30, 2017 and December 31, 2016 were as follows: Fair Value Measurements at June 30, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Commercial paper $ — $ 6,846 $ — $ 6,846 Money market funds 2,077 — — 2,077 U.S. government securities — $ 4,497 — 4,497 Short-term investments: Certificates of Deposit — 1,910 — 1,910 Commercial paper — 13,852 — 13,852 U.S. government securities 9,981 — — 9,981 U.S. government agency securities — 4,997 — 4,997 Total Assets at Fair Value $ 12,058 $ 32,102 $ — $ 44,160 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 Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2017 or 2016. 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 June 30, 2017 and December 31, 2016 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. |
Investment in Unconsolidated En
Investment in Unconsolidated Entity | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Investment in Unconsolidated Entity | 5. Investment in Unconsolidated Entity At December 31, 2016, the Company owned a 35% ownership position in Limagrain Cereal Seeds LLC (“LCS”). The remaining 65% of LCS is owned by Vilmorin & Cie (“Limagrain”), a major global producer and marketer of field crop and vegetable seeds and affiliate of Groupe Limagrain, through its wholly owned subsidiary, Vilmorin USA (“VUSA”). LCS improves and develops new wheat and barley varieties utilizing genetic and breeding resources, as well as advanced technologies, from Groupe Limagrain and the Company. Historically, funding for LCS has come from an initial pro rata equity investment from each partner and with subsequent financing in the form of debt from VUSA. The Company’s investment in LCS has been reduced to $0 as a result of its equity method loss recognition since 2014. On March 31, 2017, the Company and VUSA entered into a non-cash exchange agreement, which the Company transferred to VUSA the Company’s entire membership interest in LCS and VUSA transferred to the Company 1,843,888 shares of the Company’s common stock held by Limagrain. The Company recorded the retirement of the shares using the cost method, resulting in an equity reclassification between common stock par value and additional paid-in capital. As of June 30, 2017, the Company does not have an investment in an unconsolidated entity. |
Variable Interest Entity
Variable Interest Entity | 6 Months Ended |
Jun. 30, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity | 6. Variable Interest Entity In February 2012, the Company formed Verdeca LLC (“Verdeca”), which is equally owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative owned by approximately 250 shareholders, including some of South America’s largest soybean growers. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. Both the Company and Bioceres incur expenses in support of specific agreed activities, as defined by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. An agreement executed in conjunction with the formation of Verdeca specified that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. The Company determined that its commitment to purchase common stock in Bioceres, S.A. as a means to provide capital to Verdeca resulted in a de facto agency relationship between the Company and Bioceres. The Company considers qualitative factors in assessing the primary beneficiary which include understanding the purpose and design of the VIE, associated risks that the VIE creates, activities that could be directed by the Company, and the expected relative impact of those activities on the economic performance of the VIE. Based on an evaluation of these factors, the Company concluded that it is the primary beneficiary of Verdeca. As a result of the agreement to fund future contributions by Bioceres, Inc., the Company purchased common stock of Bioceres, S.A. in the aggregate amount of $2.0 million between January 2013 and August 2014. The Company’s maximum commitment to purchase stock in Bioceres, S.A. under the original funding agreement amounted to $2.0 million for 2014 and $1.2 million for 2015. In September 2014, the Company and Bioceres, S.A. entered into an agreement to reduce the annual commitment for 2014 to $500,000 and to eliminate the 2015 commitment. In consideration for these amendments, the Company surrendered 1,832 shares of Bioceres, S.A. held by the Company. The Company recorded a research and development expense of $1.5 million related to this agreement during the year ended December 31, 2014. In addition, the Company had a right to require Bioceres, S.A. to repurchase any shares of common stock then owned by the Company upon the occurrence of certain events specified in the agreement, and similarly, Bioceres, S.A. had the right to require the Company to sell back any shares of common stock owned by the Company under certain circumstances. The Company entered into a subcontracted research agreement in 2015 with Bioceres S.A. and Bioceres Semillas, S.A., a subsidiary of Bioceres S.A. Per the agreement, the Company could pay for these services with a combination of cash and Bioceres S.A. shares. As of December 31, 2015, the liability for the aforementioned agreement was settled with $205,000 of cash and the remaining 632 Bioceres S.A. shares, with a fair value of $500,000, held by the Company, thus reducing the cost investment on the Company’s Condensed Consolidated Balance Sheet to $0. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amounts of $135,000, $83,000, $224,000, and $123,000 for the three and six months ended June 30, 2017 and 2016, respectively. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Debt | 7. Debt Long-term Debt Long-term debt consisted of the following (in thousands): June 30, 2017 December 31, 2016 Notes payable $ 25,225 $ 25,127 Total 25,225 25,127 Less current portion (4,167 ) — Long-term portion $ 21,058 $ 25,127 Term Loan In December 2015, the Company entered into a loan and security agreement (“Term Loan”) with Silicon Valley Bank (the “Bank”) providing for a senior secured term loan facility in the amount of $25.0 million, which proceeds were used to repay all existing debt. The Term Loan accrues interest at a floating annual rate equal to nine tenths of one percentage point (0.90%) above the prime rate published from time to time in The Wall Street Journal. The agreement requires the Company to make monthly interest-only payments through December 2017. After this date, the Company is required to make thirty-six (36) equal monthly installments of principal, plus accrued interest. The Company’s final payment, due on the maturity date of December 1, 2020, shall include all outstanding principal and accrued and unpaid interest plus a final payment equal to $625,000. In the event the loan is repaid prior to its maturity, the Company is responsible for (i) all outstanding principal plus accrued and unpaid interest, (ii) a prepayment fee equal to 2% of the outstanding principal balance if prepayment occurs after December 29, 2016, but on or prior to December 29, 2017, and 1% of the outstanding principal amount if the prepayment occurs after December 29, 2017, (iii) the final payment of $625,000, and (iv) other bank expenses. The loan has been recorded on the Consolidated Balance Sheet, 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. As of June 30, 2017, the Company is in compliance with all covenants. In July 2017, the Company repaid the Term Loan. Refer to Note 13. The Company recognized interest expense of $365,000, $327,000, $704,000 and $654,000 for the three and six months ended June 30, 2017 and 2016, respectively. Of the total interest expense recognized, $49,000 and $98,000 were related to the amortization of the debt discount and end of term payment for both three and six months ended June 30, 2017 and 2016. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Stock-Based Compensation | 8. Stock-Based Compensation Stock Incentive Plans The Company has two equity incentive plans: the 2006 Stock Plan (“2006 Plan”) and the 2015 Omnibus Equity Incentive Plan (“2015 Plan”). In 2006, the Company adopted the 2006 Plan, which provided for the granting of stock options to executives, employees, and other service providers under terms and provisions established by the Board of Directors. The Company granted non-statutory stock options (“NSOs”) under the 2006 Plan until May 2015, when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding and were issued under the 2006 Plan. The 2015 Plan became effective upon the Company’s IPO in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 3,087,729 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. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock awards, stock units, stock appreciation rights, and other forms of equity compensation, all of which may be granted to employees, officers, non-employee directors, and consultants. The ISOs and NSOs will be granted at a price per share not less than the fair value at the date of grant. Options granted generally vest over a four-year period, with 25% vesting at the end of one year and the remaining vesting monthly thereafter. Options granted, once vested, are generally exercisable for up to 10 years after grant. As of June 30, 2017, a total of 7,118,091 shares of common stock were reserved for issuance under the 2015 Plan, of which 3,679,325 shares of common stock are available for future grant. As of June 30, 2017, a total of 2,567,940 and 3,508,766 options are outstanding under the 2006 and 2015 Plans, respectively. A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2016 4,578,782 $ 4.38 $ — Options granted 1,977,770 0.71 Options exercised — N/A Options cancelled and forfeited (479,846 ) 3.82 Outstanding — Balance at June 30, 2017 6,076,706 $ 3.23 $ — Vested and expected to vest — June 30, 2017 6,011,371 $ 3.23 $ — Exercisable —June 30, 2017 2,809,881 $ 3.77 $ — As of June 30, 2017, there was $2.1 million of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 3.19 years. There fair value of stock option awards to executives, employees, and other service providers was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Expected term (years) 5.50 - 6.26 6.06 - 6.15 5.50 - 6.26 6.06 - 6.15 Expected volatility 80 - 82% 88 - 90% 80 - 82% 88 - 90% Risk-free interest rate 1.80 - 1.91% 1.52 - 1.54% 1.80 - 1.91% 1.52 - 1.54% Dividend yield — — — Employee Stock Purchase Plan The Company’s 2015 Employee Stock Purchase Plan (“ESPP”) became effective on May 14, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. After the first offering period, which began on May 14, 2015 and ended on February 1, 2016, the ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of June 30, 2017, the number of shares of common stock reserved for future issuance under the ESPP is 1,403,627. The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of June 30, 2017, 96,373 shares had been issued under the ESPP. The Company recorded $2,000, $26,000, $6,000 and $56,000 of compensation expense for the three months and six ended June 30, 2017 and 2016, respectively. Warrants On December 2013, the Company issued warrants to Mahyco International to purchase 75,666 shares of common stock, exercisable as of the issuance date, at an exercise price of $16.52 per share. In connection with the Series D preferred stock financing in the first half of 2014, the Company issued warrants, exercisable as of the issuance date, to the Series D preferred stock investors to purchase an aggregate of 1,227,783 shares of common stock at an exercise price of $18.16 per share and to the placement agent to purchase 33,445 shares of common stock at $13.45. All warrants expire five years from the warrants’ issuance date. Common Stock In June 2017, the shareholder approved the Certificate of Amendment to the Amended and Restated Certificate of Incorporation to reduce the authorized common stock from four hundred million to one hundred and fifty million shares. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9. Income Taxes Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items that are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or as the tax environment changes. The interim financial statement provision for income taxes expense is different from the amounts computed by applying the United States federal statutory income tax rate of 34%. The Company’s effective tax rate (ETR) was -0.2%, -0.2%, -0.2%, and -0.2% for the three and six months ended June 30, 2017 and 2016, respectively. The difference between the effective tax rate and the federal statutory rate of 34% was primarily due to the full valuation allowance recorded on the Company’s net deferred tax assets and foreign withholding taxes. As of June 30, 2017, there have been no material changes to the Company’s uncertain tax positions. |
Contingent Liability Related to
Contingent Liability Related to the Anawah Acquisition | 6 Months Ended |
Jun. 30, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Contingent Liability Related to the Anawah Acquisition | 10. Contingent Liability Related to the Anawah Acquisition On June 15, 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah” or “Sellers”), to purchase the Sellers’ food and agricultural research company through a non-cash stock purchase. Pursuant to the merger with Anawah, the Company incurred a contingent liability not to exceed $5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs, thus, the contingent liability was reduced to $3.0 million. During the third quarter of 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. As of June 30, 2017, the Company continues to pursue a total of three development programs using this technology and believes that the contingent liability is probable. As a result, $3.0 million remains on the Consolidated Balance Sheet as an other noncurrent liability. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | 11. Net Loss per Share Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period and excludes any dilutive effects of stock-based awards and warrants. Diluted net loss per share attributable to common stockholders is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and warrants. As the Company had net losses for the three and six months ended June 30, 2017 and 2016, all potentially dilutive common shares were determined to be anti-dilutive. Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares): Six Months Ended June 30, 2017 2016 Options to purchase common stock 6,076,706 3,768,293 Warrants to purchase common stock 1,336,894 1,336,894 Total 7,413,600 5,105,187 |
Related-Party Transactions
Related-Party Transactions | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 12. Related-Party Transactions The Company’s related parties include MCC and Blue Horse Labs, Inc. (“BHL”). BHL is deemed a related party of the Company as MCC, the Company’s controlling stockholder, and BHL share common officers and directors. 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 $27,000 and $30,000 as of June 30, 2017 and December 31, 2016, respectively, and are included in the Condensed Consolidated Balance Sheets as amounts due to related parties. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events The Company has reviewed and evaluated subsequent events through August 10, 2017, the date the condensed consolidated financial statements were available to be issued. In July 2017, the Company repaid its $25.0 million Term Loan with Silicon Valley Bank including interest of $148,000, early prepayment fee of $500,000 and end-of-term payment of $625,000, respectively. |
Description of Business and B19
Description of Business and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Organization | Organization Arcadia Biosciences, Inc. (the “Company”) was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in 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. The Company has an extensive and diversified portfolio of mid to late-stage crop productivity and product quality traits addressing multiple crops that supply the global food and feed markets. The Company’s traits are focused on high-value enhancements that increase crop yields by enabling plants to more efficiently manage environmental and nutrient stresses, and that enhance the quality and value of agricultural products. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 6), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca , |
Basis of Presentation and Principles of Consolidation | Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and Verdeca in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities (“VIEs”). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Interim results are not necessarily indicative of results for any other interim period or for the full fiscal year. The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2016 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 8, 2017. |
Liquidity, Capital Resources, and Going Concern | Liquidity, Capital Resources, and Going Concern The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of June 30, 2017, the Company had an accumulated deficit of $159.8 million, cash and cash equivalents of $13.4 million, and short-term investments of $30.7 million. As is disclosed in Note 13, the Company repaid its $25.0 million term loan and related interest, prepayment and end-of-term payments totaling $1.3 million with Silicon Valley Bank in July 2017. The Company’s cash and investments combined with its anticipated cash used in operations raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans include attempting to secure additional required funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other agriculture biotechnology companies or third parties to co-develop and fund research, development or commercialization efforts, or similar transactions. There is no assurance that the Company will be successful in obtaining the necessary funding to meet its business objectives. |
SONOVA Gamma Linolenic Acid (20
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consist of the following (in thousands): June 30, 2017 December 31, 2016 Raw materials $ 44 $ 44 Finished goods 1,395 1,535 Inventories $ 1,439 $ 1,579 |
Investments and Fair Value of21
Investments and Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Investments And Fair Value Of Financial Instruments [Abstract] | |
Summary of Amortized Cost and Fair Value of the Available-For-Sale Investment Securities Portfolio | The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at June 30, 2017 and December 31, 2016, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income (“AOCI”): (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value June 30, 2017 Cash equivalents: Commercial paper 6,846 — — 6,846 Money market funds 2,077 — — 2,077 U.S. government agency securities 4,497 — — 4,497 Short-term investments: Certificates of Deposit 1,911 — (1 ) 1,910 Commercial paper 13,852 — — 13,852 U.S. government securities 9,990 — (9 ) 9,981 U.S. government agency securities 5,000 — (3 ) 4,997 Total Assets at Fair Value $ 44,173 $ — $ (13 ) $ 44,160 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2016 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 |
Summary of Fair Value of Available-for-Sale Investments | The fair value of the available-for-sale investments at June 30, 2017 and December 31, 2016 were as follows: Fair Value Measurements at June 30, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Commercial paper $ — $ 6,846 $ — $ 6,846 Money market funds 2,077 — — 2,077 U.S. government securities — $ 4,497 — 4,497 Short-term investments: Certificates of Deposit — 1,910 — 1,910 Commercial paper — 13,852 — 13,852 U.S. government securities 9,981 — — 9,981 U.S. government agency securities — 4,997 — 4,997 Total Assets at Fair Value $ 12,058 $ 32,102 $ — $ 44,160 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 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Long-term debt consisted of the following (in thousands): June 30, 2017 December 31, 2016 Notes payable $ 25,225 $ 25,127 Total 25,225 25,127 Less current portion (4,167 ) — Long-term portion $ 21,058 $ 25,127 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Activity Under Stock Incentive Plans | A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share): Shares Subject to Outstanding Options Weighted- Average Exercise Price Per Share Aggregate Intrinsic Value Outstanding — Balance at December 31, 2016 4,578,782 $ 4.38 $ — Options granted 1,977,770 0.71 Options exercised — N/A Options cancelled and forfeited (479,846 ) 3.82 Outstanding — Balance at June 30, 2017 6,076,706 $ 3.23 $ — Vested and expected to vest — June 30, 2017 6,011,371 $ 3.23 $ — Exercisable —June 30, 2017 2,809,881 $ 3.77 $ — |
Weighted-Average Fair Value Assumption of Stock Option Awards | There fair value of stock option awards to executives, employees, and other service providers was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption: Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Expected term (years) 5.50 - 6.26 6.06 - 6.15 5.50 - 6.26 6.06 - 6.15 Expected volatility 80 - 82% 88 - 90% 80 - 82% 88 - 90% Risk-free interest rate 1.80 - 1.91% 1.52 - 1.54% 1.80 - 1.91% 1.52 - 1.54% Dividend yield — — — |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Securities Not Included in Diluted per Share Calculations | Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares): Six Months Ended June 30, 2017 2016 Options to purchase common stock 6,076,706 3,768,293 Warrants to purchase common stock 1,336,894 1,336,894 Total 7,413,600 5,105,187 |
Description of Business and B25
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | |||
Jul. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Description Of Business And Basis Of Presentation [Line Items] | |||||
Place of incorporation | Arizona | ||||
Year of incorporation | 2,002 | ||||
Place of reincorporation | Delaware | ||||
Date of reincorporation | 2015-03 | ||||
Accumulated deficit | $ (159,772) | $ (151,550) | |||
Cash and cash equivalents | 13,438 | 2,013 | $ 27,360 | $ 23,973 | |
Short-term investments | $ 30,740 | $ 48,547 | |||
Senior Secured Term Loan Facility [Member] | Subsequent Event [Member] | |||||
Description Of Business And Basis Of Presentation [Line Items] | |||||
Repayment of term loan | $ 25,000 | ||||
Interest paid, prepayment and end-of-term payments | $ 1,300 |
SONOVA Gamma Linolenic Acid (26
SONOVA Gamma Linolenic Acid ("GLA") Safflower Oil Inventory - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 44 | $ 44 |
Finished goods | 1,395 | 1,535 |
Inventories | $ 1,439 | $ 1,579 |
Investments and Fair Value of27
Investments and Fair Value of Financial Instruments - Summary of Amortized Cost and Fair Value of the Available-For-Sale Investment Securities Portfolio (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 44,173 | $ 52,613 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (13) | (19) |
Estimated Fair Value | 44,160 | 52,594 |
Cash Equivalents [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 6,846 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 6,846 | |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,077 | 1,549 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 2,077 | 1,549 |
Cash Equivalents [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 4,497 | |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 4,497 | |
Short-term Investments [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 3,900 | |
Short-term Investments [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 13,852 | 21,248 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | 0 | 0 |
Estimated Fair Value | 13,852 | 21,248 |
Short-term Investments [Member] | Certificates of Deposit [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,911 | 3,049 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (1) | (2) |
Estimated Fair Value | 1,910 | 3,047 |
Short-term Investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 9,990 | 19,267 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (9) | (9) |
Estimated Fair Value | 9,981 | 19,258 |
Short-term Investments [Member] | U.S. Government Agency Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 5,000 | 5,000 |
Unrealized Gains | 0 | 0 |
Unrealized Losses | (3) | (6) |
Estimated Fair Value | $ 4,997 | 4,994 |
Long-term investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 2,500 | |
Unrealized Gains | 0 | |
Unrealized Losses | (2) | |
Estimated Fair Value | $ 2,498 |
Investments and Fair Value of28
Investments and Fair Value of Financial Instruments - Additional Information (Detail) | 6 Months Ended | |
Jun. 30, 2017USD ($)Investment | Dec. 31, 2016USD ($) | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Investment in continuous unrealized loss position for more than twelve months | $ 0 | |
Maturity of short-term investments | 2,017 | |
Number of long term investments mature in next year | Investment | 2 | |
Amortized Cost | $ 44,173,000 | $ 52,613,000 |
Maturity of long term investments | 2,018 | |
Short-term Investments [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Amortized Cost | $ 3,900,000 |
Investments and Fair Value of29
Investments and Fair Value of Financial Instruments - Summary of Fair Value of Available-for-Sale Investments (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 44,160 | $ 52,594 |
Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 6,846 | |
Short-term investments | 13,852 | 21,248 |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 2,077 | 1,549 |
Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,910 | 3,047 |
U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 4,497 | |
Short-term investments | 9,981 | 19,258 |
Long-term investments | 2,498 | |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 12,058 | 23,305 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 2,077 | 1,549 |
Level 1 [Member] | Certificates of Deposit [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
Level 1 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 9,981 | 19,258 |
Long-term investments | 2,498 | |
Level 2 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 32,102 | 29,289 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 6,846 | |
Short-term investments | 13,852 | 21,248 |
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 | 1,910 | 3,047 |
Level 2 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 4,497 | |
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
Level 3 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 0 | 0 |
Level 3 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 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 |
Level 3 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Long-term investments | 0 | |
U.S. Government Agency Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 4,997 | 4,994 |
U.S. Government Agency Securities [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
U.S. Government Agency Securities [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 4,997 | 4,994 |
U.S. Government Agency Securities [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 0 | $ 0 |
Investment in Unconsolidated 30
Investment in Unconsolidated Entity - Additional information (Detail) - USD ($) | Mar. 31, 2017 | Jun. 30, 2017 | Dec. 31, 2016 |
Limagrain Cereal Seeds LLC [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment, ownership percentage | 35.00% | ||
Loss on investments | $ 0 | ||
Equity Method Investment, Additional Information | At December 31, 2016, the Company owned a 35% ownership position in Limagrain Cereal Seeds LLC (“LCS”). The remaining 65% of LCS is owned by Vilmorin & Cie (“Limagrain”), a major global producer and marketer of field crop and vegetable seeds and affiliate of Groupe Limagrain, through its wholly owned subsidiary, Vilmorin USA (“VUSA”). LCS improves and develops new wheat and barley varieties utilizing genetic and breeding resources, as well as advanced technologies, from Groupe Limagrain and the Company. Historically, funding for LCS has come from an initial pro rata equity investment from each partner and with subsequent financing in the form of debt from VUSA. The Company’s investment in LCS has been reduced to $0 as a result of its equity method loss recognition since 2014. | ||
Common stock shares retired using cost method as result of transfer of membership interest | 1,843,888 | ||
Unconsolidated Entity [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Equity method investments | $ 0 | ||
Vilmorin Cie [Member] | |||
Schedule of Equity Method Investments [Line Items] | |||
Investment, remaining ownership percentage | 65.00% |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 20 Months Ended | ||||
Sep. 30, 2014USD ($)shares | Feb. 29, 2012Soybean_Grower | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 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 agreed activities, as defined by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. An agreement executed in conjunction with the formation of Verdeca specified that if Bioceres determines it requires cash to fund its contributed services (subject to certain annual limits), Bioceres, S.A. may elect to sell shares of its common stock to the Company for an amount not exceeding $5.0 million in the aggregate over a four-year period. | ||||||||
Funding period of cash required for contributed services | 4 years | ||||||||
Aggregate value of common stock purchased | $ 2,000,000 | ||||||||
Number of shares surrendered | shares | 1,832 | ||||||||
Research agreement settled | $ 205,000 | ||||||||
Number of share remaining | shares | 632 | ||||||||
Fair value of share held | $ 500,000 | ||||||||
Cost method investment | $ 0 | ||||||||
Direct and allocated overhead amount | $ 135,000 | $ 83,000 | $ 224,000 | $ 123,000 | |||||
Research And Development Expense [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
VIE agreement amendment expense | $ 1,500,000 | ||||||||
Amended Purchase Commitment Of Common Stock [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Commitment to purchase stock in 2014 | $ 500,000 | ||||||||
Maximum [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Commitment to purchase stock | 5,000,000 | ||||||||
Maximum [Member] | Purchase Commitment of Common Stock [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Commitment to purchase stock in 2014 | 2,000,000 | ||||||||
Commitment to purchase stock in 2015 | $ 1,200,000 | ||||||||
Bioceres, S.A. [Member] | |||||||||
Variable Interest Entity [Line Items] | |||||||||
Number of soybean growers owned | Soybean_Grower | 250 |
Debt - Summary of Long-Term Deb
Debt - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Notes payable | $ 25,225 | $ 25,127 |
Total | 25,225 | 25,127 |
Less current portion | (4,167) | 0 |
Long-term portion | $ 21,058 | $ 25,127 |
Debt - Term Loan - Additional I
Debt - Term Loan - Additional Information (Detail) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($)Installment | |
Debt Instrument [Line Items] | |||||
Repayment of accrued interest and prepayment fee | $ 365,000 | $ 327,000 | $ 704,000 | $ 654,000 | |
Senior Secured Term Loan Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, face amount | $ 25,000,000 | ||||
Number of installments | Installment | 36 | ||||
Repayment date of outstanding principal amounts and accrued interest | Dec. 1, 2020 | ||||
Additional term payment due on maturity of term loan | $ 625,000 | ||||
Cash collateralized obligations | 100.00% | ||||
Repayment of accrued interest and prepayment fee | 365,000 | 327,000 | $ 704,000 | 654,000 | |
Amortization of debt discount and end of term payment | $ 49,000 | $ 49,000 | $ 98,000 | $ 98,000 | |
Senior Secured Term Loan Facility [Member] | Minimum [Member] | |||||
Debt Instrument [Line Items] | |||||
Liquidity ratio | 140.00% | ||||
Senior Secured Term Loan Facility [Member] | Prepayment Occurs After December 29, 2016 but on or Prior to December 29, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Prepayment fee as of outstanding principal amount percentage | 2.00% | ||||
Senior Secured Term Loan Facility [Member] | Prepayment Occurs After December 29, 2017 [Member] | |||||
Debt Instrument [Line Items] | |||||
Prepayment fee as of outstanding principal amount percentage | 1.00% | ||||
Senior Secured Term Loan Facility [Member] | Prime Rate [Member] | |||||
Debt Instrument [Line Items] | |||||
Interest on the notes | 0.90% |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) | May 20, 2015shares | May 14, 2015 | Jun. 30, 2017USD ($)shares | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)IncentivePlanshares | Jun. 30, 2016USD ($) | Dec. 31, 2016shares | Jun. 30, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of equity incentive plans | IncentivePlan | 2 | ||||||||
Total number of options outstanding | 6,076,706 | 6,076,706 | 4,578,782 | ||||||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 2,100,000 | $ 2,100,000 | |||||||
Weighted-average remaining recognition period | 3 years 2 months 8 days | ||||||||
Stock-based compensation | $ | $ 760,000 | $ 393,000 | |||||||
Warrant, exercisable term | 5 years | ||||||||
Placement Agent [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock warrants, exercise price per share | $ / shares | $ 13.45 | ||||||||
Common stock warrants issued | 33,445 | ||||||||
Series D Redeemable Convertible Preferred Stock [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Common stock warrants, exercise price per share | $ / shares | $ 18.16 | ||||||||
Common stock warrants issued | 1,227,783 | ||||||||
Mahyco International [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Number of warrant to purchase common stock issued | 75,666 | ||||||||
Common stock warrants, exercise price per share | $ / shares | $ 16.52 | ||||||||
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 | 1,403,627 | 1,403,627 | |||||||
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 | 96,373 | ||||||||
First offering period, start date | May 14, 2015 | ||||||||
First offering period, end date | Feb. 1, 2016 | ||||||||
Stock-based compensation | $ | $ 2,000 | $ 26,000 | $ 6,000 | $ 56,000 | |||||
2015 Omnibus Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Terms under the plan | The 2015 Plan became effective upon the IPO in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 3,087,729 shares of common stock reserved for future issuance, which included 212,729 shares under the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant, beginning on January 1, 2016. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. | ||||||||
Total number of shares reserved for issuance under plan | 3,087,729 | 7,118,091 | 7,118,091 | ||||||
Options vesting period | 4 years | ||||||||
Common stock available for future grant | 3,679,325 | 3,679,325 | |||||||
Total number of options outstanding | 3,508,766 | 3,508,766 | |||||||
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% | ||||||||
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 | 2,567,940 | 2,567,940 | |||||||
Maximum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Reduction in common stock shares authorized | 400,000,000 | 400,000,000 | |||||||
Maximum [Member] | 2015 Omnibus Equity Incentive Plan [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Options exercisable period | 10 years | ||||||||
Minimum [Member] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Reduction in common stock shares authorized | 150,000,000 | 150,000,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Activity Under Stock Incentive Plans (Detail) | 6 Months Ended |
Jun. 30, 2017$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Shares Subject to Outstanding, Beginning Balance | shares | 4,578,782 |
Shares Subject to Outstanding, Options granted | shares | 1,977,770 |
Shares Subject to Outstanding, Options cancelled and forfeited | shares | (479,846) |
Shares Subject to Outstanding, Ending Balance | shares | 6,076,706 |
Shares Subject to Outstanding, Vested and expected to vest | shares | 6,011,371 |
Shares Subject to Outstanding, Exercisable | shares | 2,809,881 |
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ / shares | $ 4.38 |
Weighted-Average Exercise Price Per Share, Options granted | $ / shares | 0.71 |
Weighted-Average Exercise Price Per Share, Options cancelled and forfeited | $ / shares | 3.82 |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | $ / shares | 3.23 |
Weighted Average Exercise Price Per Share, Vested and expected to vest | $ / shares | 3.23 |
Weighted Average Exercise Price Per Share, Exercisable | $ / shares | $ 3.77 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Executives, Employees, and Other Service Providers Stock Options [Member] | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 5 years 6 months | 6 years 22 days | 5 years 6 months | 6 years 22 days |
Expected volatility | 80.00% | 88.00% | 80.00% | 88.00% |
Risk-free interest rate | 1.80% | 1.52% | 1.80% | 1.52% |
Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expected term (years) | 6 years 3 months 4 days | 6 years 1 month 24 days | 6 years 3 months 4 days | 6 years 1 month 24 days |
Expected volatility | 82.00% | 90.00% | 82.00% | 90.00% |
Risk-free interest rate | 1.91% | 1.54% | 1.91% | 1.54% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Expected income tax provision at the federal statutory rate | 34.00% | |||
Effective tax rate (ETR) | (0.20%) | (0.20%) | (0.20%) | (0.20%) |
Uncertain tax positions | $ 0 | $ 0 |
Contingent Liability Related 38
Contingent Liability Related to the Anawah Acquisition - Additional Information (Detail) $ in Thousands | Dec. 31, 2010USD ($)Program | Jun. 30, 2017USD ($) | Dec. 31, 2016USD ($) | Jun. 15, 2005USD ($) |
Commitments And Contingencies [Line Items] | ||||
Other noncurrent liability | $ 3,000 | $ 3,000 | ||
Anawah, Inc [Member] | ||||
Commitments And Contingencies [Line Items] | ||||
Contingent liability | $ 3,000 | $ 5,000 | ||
Date of merger and reorganization | Jun. 15, 2005 | |||
Restructuring activities, description | As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs, | |||
Number of development programs ceased | Program | 3 | |||
Number of development programs | Program | 6 | |||
Other noncurrent liability | $ 3,000 |
Net Loss per Share - Summary of
Net Loss per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 7,413,600 | 5,105,187 |
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 | 6,076,706 | 3,768,293 |
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 ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 27 | $ 30 |
Blue Horse Labs Inc [Member] | ||
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 27 | $ 30 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 1 Months Ended | 6 Months Ended | |
Jul. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | |
Subsequent Event [Line Items] | |||
Interest paid | $ 599,000 | $ 474,000 | |
Senior Secured Term Loan Facility [Member] | Subsequent Event [Member] | |||
Subsequent Event [Line Items] | |||
Repayment of term loan | $ 25,000,000 | ||
Interest paid | 148,000 | ||
Early prepayment fee | 500,000 | ||
Early prepayment of end-of-term payment | $ 625,000 |