Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 07, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RKDA | ||
Entity Registrant Name | ARCADIA BIOSCIENCES, INC. | ||
Entity Central Index Key | 0001469443 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Extended Transition Period | true | ||
Entity Shell Company | false | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 4,777,419 | ||
Entity Public Float | $ 39,400,000 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 11,998 | $ 9,125 |
Short-term investments | 9,825 | 3,898 |
Accounts receivable | 165 | 1,231 |
Unbilled revenue | 3 | 4 |
Inventories — current | 181 | 229 |
Prepaid expenses and other current assets | 704 | 560 |
Total current assets | 22,876 | 15,047 |
Property and equipment, net | 395 | 299 |
Inventories — noncurrent | 746 | 1,168 |
Other noncurrent assets | 7 | 56 |
Total assets | 24,024 | 16,570 |
Current liabilities: | ||
Accounts payable and accrued expenses | 2,645 | 2,496 |
Amounts due to related parties | 29 | 29 |
Unearned revenue — current | 96 | 1,000 |
Other current liabilities | 284 | |
Total current liabilities | 3,054 | 3,525 |
Unearned revenue — noncurrent | 2,038 | |
Common stock warrant liabilities | 5,083 | |
Other noncurrent liabilities | 3,072 | 3,000 |
Total liabilities | 11,209 | 8,563 |
Stockholders’ equity: | ||
Common stock, $0.001 par value—150,000,000 shares authorized as of December 31, 2018 and December 31, 2017; 4,774,919 and 2,134,154 shares issued and outstanding as of December 31, 2018 and December 31, 2017, respectively. | 45 | 42 |
Additional paid-in capital | 191,136 | 175,223 |
Accumulated deficit | (178,366) | (167,257) |
Accumulated other comprehensive loss | (1) | |
Total stockholders’ equity | 12,815 | 8,007 |
Total liabilities and stockholders’ equity | $ 24,024 | $ 16,570 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 4,774,919 | 2,134,154 |
Common stock, outstanding | 4,774,919 | 2,134,154 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues: | ||
Total revenues | $ 1,464,000 | $ 4,026,000 |
Operating expenses: | ||
Research and development | 6,069,000 | 7,407,000 |
Selling, general and administrative | 11,604,000 | 10,651,000 |
Total operating expenses | 18,334,000 | 18,341,000 |
Loss from operations | (16,870,000) | (14,315,000) |
Interest expense | (747,000) | |
Other income, net | 394,000 | 281,000 |
Initial loss on common stock warrant and common stock adjustment feature liabilities | (4,000,000) | |
Change in fair value of common stock warrant and common stock adjustment feature liabilities | 9,561,000 | |
Offering costs | (2,555,000) | |
Loss on extinguishment of debt | (900,000) | |
Net loss before income taxes | (13,470,000) | (15,681,000) |
Income tax provision | (10,000) | (26,000) |
Net loss attributable to common stockholders | $ (13,480,000) | $ (15,707,000) |
Net loss per share attributable to common stockholders: | ||
Basic and diluted | $ (3.58) | $ (7.28) |
Weighted-average number of shares used in per share calculations: | ||
Basic and diluted | 3,766,419 | 2,156,201 |
Other comprehensive income, net of tax | ||
Unrealized gains on available-for-sale securities | $ 18,000 | |
Other comprehensive income | 18,000 | |
Comprehensive loss attributable to common stockholders | $ (13,480,000) | (15,689,000) |
Product | ||
Revenues: | ||
Total revenues | 657,000 | 514,000 |
Operating expenses: | ||
Cost of product revenues | 661,000 | 283,000 |
License | ||
Revenues: | ||
Total revenues | 150,000 | 1,470,000 |
Contract Research And Government Grants | ||
Revenues: | ||
Total revenues | $ 657,000 | $ 2,042,000 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | June Offering [Member] | June Purchase Agreement [Member] | Common Stock [Member] | Common Stock [Member]Securities Purchase Agreement [Member] | Common Stock [Member]June Purchase Agreement [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member]June Offering [Member] | Additional Paid-In Capital [Member]Securities Purchase Agreement [Member] | Additional Paid-In Capital [Member]June Purchase Agreement [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Stockholders Equity, Beginning Balance at Dec. 31, 2016 | $ 22,198 | $ 44 | $ 173,723 | $ (151,550) | $ (19) | |||||||
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2016 | 2,224,384 | |||||||||||
Issuance of shares related to employee stock purchase plan | 24 | 24 | ||||||||||
Issuance of shares related to employee stock purchase plan, Shares | 1,964 | |||||||||||
Stock-based compensation | 1,474 | 1,474 | ||||||||||
Other comprehensive income | 18 | 18 | ||||||||||
Exchange of membership interest in unconsolidated entity for common stock | $ (2) | 2 | ||||||||||
Exchange of membership interest in unconsolidated entity for common stock, Shares | (92,194) | |||||||||||
Net loss | (15,707) | (15,707) | ||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2017 | 8,007 | $ 42 | 175,223 | (167,257) | (1) | |||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2017 | 2,134,153 | |||||||||||
Impact of adoption of Topic 606 (Note 5) | Topic 606 [Member] | 2,371 | 2,371 | ||||||||||
Issuance of shares related to employee stock option exercises | $ 963 | 963 | ||||||||||
Issuance of shares related to employee stock option exercises, Shares | 44,354 | 44,354 | ||||||||||
Issuance of shares related to employee stock purchase plan | $ 6 | 6 | ||||||||||
Issuance of shares related to employee stock purchase plan, Shares | 1,122 | |||||||||||
Issuance of shares | $ 4,978 | $ 1 | $ 2 | $ (1) | $ 4,976 | |||||||
Issuance of shares, Shares | 1,201,634 | 1,392,345 | ||||||||||
Issuance of placement agent warrants | 526 | $ 427 | 526 | $ 427 | ||||||||
Common stock adjustment feature | 8,378 | 8,378 | ||||||||||
Offering costs related to June Offering | $ (912) | $ (912) | ||||||||||
Stock-based compensation | 1,550 | 1,550 | ||||||||||
Issuance of shares related to reverse stock split, Shares | 1,311 | |||||||||||
Other comprehensive income | 1 | 1 | ||||||||||
Net loss | (13,480) | (13,480) | ||||||||||
Stockholders Equity, Ending Balance at Dec. 31, 2018 | $ 12,815 | $ 45 | $ 191,136 | $ (178,366) | $ 0 | |||||||
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2018 | 4,774,919 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (13,480,000) | $ (15,707,000) |
Adjustments to reconcile net loss to cash used in operating activities: | ||
Initial loss on common stock warrant and common stock adjustment feature liabilities | 4,000,000 | |
Change in fair value of common stock warrant and common stock adjustment feature liabilities | (9,561,000) | |
Offering costs | 2,555,000 | |
Depreciation | 154,000 | 279,000 |
Gain on disposal of equipment | (3,000) | (1,000) |
Net amortization of investment premium and discount | (193,000) | (89,000) |
Stock-based compensation | 1,550,000 | 1,474,000 |
Loss on sale of investments | 2,000 | |
Accretion of debt discount | 98,000 | |
Loss on extinguishment of debt | 900,000 | |
Write down of inventory | 310,000 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 1,066,000 | (882,000) |
Unbilled revenue | 2,000 | 179,000 |
Inventories | 160,000 | 183,000 |
Prepaid expenses and other current assets | (151,000) | 324,000 |
Other noncurrent assets | 11,000 | |
Accounts payable and accrued expenses | 176,000 | 87,000 |
Amounts due to related parties | (1,000) | (1,000) |
Unearned revenue | (312,000) | (822,000) |
Other current liabilities | 25,000 | |
Other noncurrent liabilities | 72,000 | |
Net cash used in operating activities | (13,631,000) | (13,965,000) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Proceeds from sale of property and equipment | 10,000 | 4,000 |
Purchases of property and equipment | (250,000) | (79,000) |
Purchases of investments | (29,885,000) | (19,405,000) |
Proceeds from sales and maturities of investments | 24,150,000 | 66,658,000 |
Net cash (used in) provided by investing activities | (5,975,000) | 47,178,000 |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock and warrants under Purchase Agreement | 10,000,000 | |
Payments of offering costs relating to Purchase Agreement | (1,308,000) | |
Proceeds from issuance of common stock and warrants from June Offering | 14,000,000 | |
Payments of offering costs relating to June Offering | (1,182,000) | |
Payments of debt extinguishment costs | (1,125,000) | |
Proceeds from exercise of stock options and purchases through ESPP | 969,000 | 24,000 |
Payments on notes payable | (25,000,000) | |
Net cash provided by (used in) financing activities | 22,479,000 | (26,101,000) |
Net increase in cash and cash equivalents | 2,873,000 | 7,112,000 |
Cash and cash equivalents — beginning of period | 9,125,000 | 2,013,000 |
Cash and cash equivalents — end of period | 11,998,000 | 9,125,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 746,000 | |
Cash paid for income taxes | 34,000 | 2,000 |
NONCASH TRANSACTIONS: | ||
Offering costs in accounts payable and accrued expenses at end of period | 23,000 | 50,000 |
Common stock warrants issued to placement agent and included in offering costs related to Purchase Agreement | 526,000 | |
Common stock warrants issued to placement agent and included in offering costs related to June Offering | 239,000 | |
Proceeds from sale of fixed assets included in prepaid expenses and other current assets | 7,000 | |
Reclassification of unearned revenue to other short term liabilities | 259,000 | |
Reclassification of common stock adjustment feature liability balance to equity | $ 8,378,000 | |
Exchange of membership interest in unconsolidated entity for common stock | $ 2,000 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 2018 | |
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 Phoenix, Arizona, and American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. We are a consumer-driven, agricultural food ingredient company. We aim to create value across the agricultural production and supply chain beginning with enhanced crop productivity for farmers and ultimately delivering accelerated innovation in nutritional quality consumer foods. We use state of the art gene-editing technology and advanced breeding techniques to naturally enhance the nutritional quality of grains and oilseeds to address the rapidly evolving trends in consumer health and nutrition. In addition, we have developed high value crop productivity traits designed to enhance farm economics. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 7), which is jointly owned by us 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 , Reverse Stock Split In January 2018, the Company’s board of directors approved a reverse split of 1:20 on the Company’s issued and outstanding common stock which became effective on January 23, 2018. 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 reverse stock split did not change the total number of authorized shares of common stock which remained at one hundred and fifty million shares Liquidity, Capital Resources, and Going Concern The accompanying 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 December 31, 2018, the Company had an accumulated deficit of $178.4 million, cash and cash equivalents of $12.0 million, and short-term investments of $9.8 million. For the years ended December 31, 2018 and 2017, the Company had net losses of $13.5 million and $15.7 million, respectively, and net cash used in operations of $13.6 million and $14.0 million, respectively. The Company believes that its existing cash, cash equivalents and investments will be insufficient to meet its anticipated cash requirements for at least through March 2020, and thus 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. The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company’s stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that would restrict operations. If the Company does require additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs. Any of these actions could materially harm the business, results of operations and financial condition. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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. Verdeca LLC has no operations, assets or liabilities as of and for the years ended December 31, 2018 and 2017. 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, stock-based compensation, fair value of certain equity instruments, costs to complete government grants and research contracts, and net realizable value of inventory. 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, 2018 and 2017, 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. On March 31, 2017, the Company and Vilmorin USA (“VUSA”) entered into a non-cash exchange agreement, which the Company transferred to VUSA the Company’s entire membership interest in Limagrain Cereal Seeds LLC and VUSA transferred to the Company 92,194 shares of the Company’s common stock held by Limagrain 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, and do not have readily determinable fair values 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 — net in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in the Consolidated Balance Sheets as a component of accumulated other comprehensive income. 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. Short-term investments have maturities of less than a year and long-term investments have maturities of a year and greater from the balance sheet date. The Company’s debt securities are primarily comprised of U.S. government securities, treasury bills, commercial paper, corporate securities, 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, 2018, and 2017, 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, 2018 and 2017 as the Company expected full collections of all 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 net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value 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 write downs to inventory 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 $310,000 write-down of inventory for the year ended December 31, 2018. A write-down was not recorded for the year ended December 31, 2017. Inventories consist of the following (in thousands): As of December 31, 2018 2017 Raw Materials $ 41 $ 45 Finished Goods 886 1,352 Inventories $ 927 $ 1,397 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, 2018, and 2017, 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. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. 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, 2018 2017 Customer A — 18 Customer D — 53 Customer E — 24 Customer I 44 — Customer M 34 1 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2018 2017 Customer A — 26 Customer D 19 18 Customer L 16 9 Customer I 13 2 Customer M 11 2 Customer K — 14 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 12 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 We derive our revenues from product revenues, licensing agreements, contract research agreements, and government grants. Product Revenues Our product revenues to date have consisted solely of sales of our SONOVA products. We generally recognize revenue from product sales upon sale to our third-party distributors or customers. License Revenues Our license revenues to date consist of up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments that we receive under our research and license agreements. We have historically recognized nonrefundable up-front license fees and guaranteed, time-based payments as revenue proportionally over the expected development period. With the implementation of ASC Topic 606, revenue generated from up-front license fees are recognized upon execution of the agreement. We recognize annual license fees when it is probable that a material reversal will not occur. Milestone fees are a variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company assesses when achievement of milestones is probable to determine the timing of revenue recognition for milestone fees Contract Research Revenues Contract research and government grant revenues consist of amounts earned from performing contracted research primarily related to breeding programs or the genetic engineering of plants for third parties. Contract research revenue is accounted for as a single performance obligation for which revenues are recognized over time using the input method (e.g. costs incurred to date relative to the total estimated costs at completion). In addition, we are entitled to receive a portion of the revenues generated from sales of products that incorporate our seed traits. Products expected to result from such contract research are in various stages of the product development cycle and we expect to generate revenues from the sale of any such products in as soon as the next nine to 18 months. Government Grant Revenues The Company receives payments from government entities in the form of government grants. Government grant revenue is accounted for as a single performance obligation for which revenues are recognized over time using the input method (e.g. costs incurred to date relative to the total estimated costs at completion). The Company’s obligation with respect to these agreements is to perform the research on a best-efforts basis. Given the nature and uncertain timing of receipt of government grants and timing of eligible research and development expenses, such revenues are likely to fluctuate significantly from period to period. 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. Cost of Product Revenues Cost of product revenues relates to the sale of our SONOVA products and consists of in-licensing and royalty fees, any adjustments or write-downs to inventory, as well as the cost of raw materials, including inventory and third-party services costs related to procuring, processing, formulating, packaging, and shipping our SONOVA products. Research and Development Expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of our products and products in development incorporating our traits. These expenses consist primarily of employee salaries and benefits, fees paid to subcontracted research providers, fees associated with in-licensing technology, land leased for field trials, chemicals and supplies, and other external expenses. These costs are expensed as incurred. Additionally, as disclosed in Note 13, 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. C hange in the Estimated Fair Value of Common Stock Warrant Liabilities and Common Stock Adjustment Feature Liability Change in the estimated fair value of common stock warrant liabilities and common stock adjustment feature liability is comprised of the fair value remeasurement of the liabilities associated with the Private Placement and June Private Placement. See Note 11. |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2018 | |
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, Revenue from Contracts with Customers (Topic 606) 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) Codification Improvements to Topic 842, Leases Leases (Topic 824) – Targeted Improvements 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. In February 2018, the FASB issued ASU No. 2018-03, Technical Corrections and Improvements to Financial Instruments — Overall (Subtopic 825-10) The Company adopted ASU No. 2018-03 in the current year with no material impact to the consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13 Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement The Company is currently evaluating the impact of the adoption of ASU No. 2018-13 on its consolidated financial statements. |
Property and Equipment, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Laboratory equipment $ 2,348 $ 2,404 Software and computer equipment 477 424 Furniture and fixtures 85 147 Vehicles 204 203 Leasehold improvements 2,082 2,002 Property and equipment, gross 5,196 5,180 Less accumulated depreciation and amortization (4,801 ) (4,881 ) Property and equipment, net $ 395 $ 299 Depreciation and amortization expense is $154,000 and $279,000 for the years ended December 31, 2018 and 2017, respectively. |
Investments and Fair Value Meas
Investments and Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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 investments as “available-for-sale.” These short-term 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 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 December 31, 2018 and December 31, 2017, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2018 Cash equivalents: Money market funds $ 9,902 $ — $ — $ 9,902 Commercial paper 1,345 — — 1,345 Short-term investments: Corporate Securities 656 — — 656 Treasury Bills 1,195 — — 1,195 Commercial paper 6,776 — — 6,776 U.S. government securities 1,198 — — 1,198 Total Assets at Fair Value $ 21,072 $ — $ — $ 21,072 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2017 Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial paper 1,399 — — $ 1,399 U.S. government securities 2,500 — (1 ) $ 2,499 Total Assets at Fair Value $ 12,842 $ — $ (1 ) $ 12,841 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, 2018. The unrealized gains and losses amounts above are included in accumulated other comprehensive income or loss As of December 31, 2018, 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, 2018. Fair Value Measurement The fair value of the available-for-sale investments at December 31, 2018 were as follows: Fair Value Measurements at December 31, 2018 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 9,902 $ — $ — $ 9,902 Commercial paper — 1,345 1,345 Short-term investments: Corporate Securities — 656 656 Treasury Bills 1,195 — 1,195 Commercial paper — 6,776 — 6,776 U.S. government securities 1,198 — — 1,198 Total Assets at Fair Value $ 12,295 $ 8,777 $ — $ 21,072 The fair value of the available-for-sale investments at December 31, 2017 were as follows: Fair Value Measurements at December 31, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial Paper — 1,399 — 1,399 U.S. government securities 2,499 — — 2,499 Total Assets at Fair Value $ 11,442 $ 1,399 $ — $ 12,841 The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2018 or 2017. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities. For accounts receivable, accounts payable and accrued liabilities, the carrying amounts of these financial instruments as of December 31, 2018 and 2017 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 Company’s Level 3 liabilities, which were measured and recorded on a recurring basis, consist of liabilities related to the Purchase Agreement and the June Offering described in Note 11. The following table sets forth the establishment of these liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands): (Level 3) (Dollars in thousands) Common Stock Warrant Liability - Purchase Agreement Common Stock Adjustment Feature Liability - Purchase Agreement Common Stock Warrant Liability - June Offering Total Balance as of December 31, 2017 $ — $ — $ — $ — Common stock and warrants issued in conjunction with securities purchase agreements 10,200 3,800 9,022 23,022 Change in fair value and other adjustments (7,846 ) 4,578 (6,293 ) (9,561 ) Reclassification of common stock adjustment feature liability balance to equity — (8,378 ) — (8,378 ) Balance as of December 31, 2018 $ 2,354 $ — $ 2,729 $ 5,083 |
Adoption of ASC Topic 606 "Reve
Adoption of ASC Topic 606 "Revenue from Contracts with Customers" | 12 Months Ended |
Dec. 31, 2018 | |
Revenue From Contract With Customer [Abstract] | |
Adoption of ASC Topic 606, Revenue from Contracts with Customers | Note 6. In May 2014, the FASB issued ASU No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605) and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented in accordance with Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under Topic 605. With the adoption of Topic 606, tax recognition will now follow book recognition for up-front license and commercial value sharing fees. Annual license fees and milestone fees may continue to be recognized differently for book and tax to the extent that revenue recognized for book is prior to cash receipts. The Company recorded a net reduction to its accumulated deficit of $2.4 million on January 1, 2018, with a corresponding reduction to unearned revenue, due to the cumulative impact of adopting Topic 606. The adjustment pertained to up-front license fees which were previously deferred for which the performance obligation was determined to be complete as of the date of adoption. The impact to revenues with the adoption of Topic 606 for the year ended December 31, 2018 was a decrease of $328,000 relating to the above mentioned up-front license fee revenues. Revenues represent amounts earned from product sales, grants and contract research and license agreements. As it pertains to product sales and grants and contract research, there are no changes from Topic 605 compared to the adoption of Topic 606. There is a change in methodology from Topic 605 to Topic 606 that impacts the recognition of revenues from license agreements. The Company’s license agreements have one performance obligation and various payment terms over a long commercial development timeline ranging from approximately 10 to 20 years. These payment terms may contain, but are not limited to: 1. Up-front non-refundable license fees 2. Annual license fees 3. Milestone fees 4. Commercial value share fees Under Topic 605, up-front license fees were deferred and amortized over the estimated commercial development timeline. Under Topic 606, such fees will be recognized upon execution of the agreement. The deferred balance remaining from the existing portfolio of license agreements that were executed prior to January 1, 2018 were recorded as a reduction to accumulated deficit upon the adoption of ASC 606 on January 1, 2018. Up-front license fees for newly executed agreements will be recognized upon execution. Under Topic 605, annual license fees were recognized on the annual due date as such fees were not due if a milestone was met or if termination of the agreement occurred. Under Topic 606, annual license fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The evaluation and analysis of such fees is performed and once an annual license fee is deemed probable to have been earned, it is recognized in full in that period. Under Topic 605, milestone fees were recognized when the Company and partner licensee mutually agreed the milestone had been achieved. Under Topic 606, milestone fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company assesses when achievement of milestones are probable in order to determine the timing of revenue recognition for milestone fees. Once a milestone is deemed probable to be achieved, it is recognized in full in that period. There is no change from Topic 605 to Topic 606 pertaining to future commercial value revenue recognition. Commercial value share fees will be recognized based on subsequent sales by the licensee. The Company has not recognized any of these fees to date and does not expect to do so for several years. |
Variable Interest Entity
Variable Interest Entity | 12 Months Ended |
Dec. 31, 2018 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Variable Interest Entity | Note 7. 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 300 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. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amount of $947,000 and $912,000 for the years ended December 31, 2018 and 2017, respectively. |
Accounts Payable and Accrued Ex
Accounts Payable and Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Accounts payable—trade $ 285 $ 366 Payroll and benefits 1,096 805 Research and development 433 899 Royalty fees due to unrelated parties 187 177 Consulting 92 32 Rent and utilities 91 51 Legal 285 83 Accrued withholding taxes — 24 Other 176 59 Total accounts payable and accrued expenses $ 2,645 $ 2,496 Exit or Disposal Activities In 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 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 and paid in 2017. Additionally, the Company closed its Seattle office in March 2017. The Company has no other associated exit or disposal costs pertaining to the years ended December 31, 2018 and 2017. |
Collaborative Arrangements
Collaborative Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Collaborative Arrangements | Note 9. Collaborative Arrangements In August 2017, the Company entered into a collaborative arrangement for the research, development and commercialization of an improved wheat quality trait in North America. This collaborative arrangement is a contractual agreement with Corteva Agriscience (“Corteva”) involves a joint operating activity where both Arcadia and Corteva are active participants in the activities of the collaboration. Arcadia and Corteva participate in the research and development, and Arcadia has the primary responsibility for the intellectual property strategy while Corteva will generally lead the marketing and commercialization efforts. Both parties are exposed to significant risks and rewards of the collaboration and the agreement includes both cost sharing and profit sharing. The activities are performed with no guarantee of either technological or commercial success. The Company accounts for research and development (“R&D”) costs in accordance ASC 730, Research and Development |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | Note 10. Long-Term Debt There was no long-term debt as of December 31, 2018 and 2017. 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. In July 2017, the Company repaid the Term Loan with Silicon Valley Bank, along with the $625,000 end-of-term fee and $500,000 prepayment fee. The Term Loans’ prepayment and end of term fees of $1.1 million were recorded as a loss on extinguishment of debt, along with $41,000 of deferred loan issuance fees, partially offset by $267,000 of end of term fees previously amortized, netting to a loss of $900,000. As of the payoff date, the Company was in compliance with all covenants. The Company recognized related interest expense of $747,000 for the year ended December 31, 2017, of which $98,000 was related to the debt discount. |
Private Placement and Registere
Private Placement and Registered Direct Offering | 12 Months Ended |
Dec. 31, 2018 | |
Warrants And Rights Note Disclosure [Abstract] | |
Private Placement and Registered Direct Offering Disclosure | Note 11. Private Placement and Registered Direct Offering Private Placement On March 22, 2018, the Company issued 300,752 shares of its common stock (“Common Stock”) and warrants to purchase up to 300,752 shares of Common Stock with an initial exercise price equal to $45.75 (the “Warrants”), in a private placement (the “Private Placement”) in accordance with a securities purchase agreement (the “Purchase Agreement”) entered into with certain institutional and accredited investors (collectively, the “Purchasers”) on March 19, 2018. The Warrants are immediately exercisable, subject to certain ownership limitations, and expire five years after the date of issuance. The per share purchase price of the Common Stock and per share exercise price for the Warrants were subject to adjustment based on the volume weighted average price for the three trading days (the “VWAP Calculation”) after each of the following: (i) the date that a registration statement covering the resale of the securities being issued in the Private Placement (“Resale Registration Statement”) has been declared effective by the SEC, (ii) if a registration statement covering all securities issued in the Private Placement is not declared effective, then the date that the securities can be sold under Rule 144 under the Securities Act of 1933, as amended, and (iii) if later than the dates set forth in item (i) and (ii), then the date that the Company’s shareholders approve the Private Placement. After each adjustment, the per share purchase price for Common Stock was automatically reduced to 80% of the VWAP Calculation, and the per share exercise price for the Warrant was automatically reduced, to 110% of the VWAP Calculation; provided, that in no event, will the per share purchase price for the Common Stock or the exercise price for the Warrants be less than $8.322. Upon any adjustment of the per share exercise price for the Warrants, then the number of shares exercisable under the Warrants would be increased so that the aggregate exercise price payable after adjustment was equal to the aggregate exercise price payable prior to such adjustment. The Company filed the Resale Registration Statement with the SEC on March 30, 2018, and it was declared effective on April 23, 2018. As described above and based upon the applicable VWAP Calculations relating to these events, each of these events caused an adjustment to the number of shares issued in the Private Placement and underlying the Warrants. Following the effectiveness of the Resale Registration Statement, on April 23, 2018 the number of shares issued pursuant to the Purchase Agreement increased from 300,752 to 798,754, the total number of shares issuable upon exercise of the Warrants increased from 300,752 to 799,300 and the per share exercise price of the Warrants reduced from $45.75 to $17.2143. The Company held a special meeting of its shareholders on May 2, 2018 and obtained shareholder approval for the issuance of Common Stock in the Private Placement. Following shareholder approval of the issuance of shares in the Private Placement, on May 8, 2018 the number of shares issued pursuant to the Purchase Agreement increased from 798,754 to 1,201,634, the total number of shares issuable upon exercise of the Warrants increased from 799,300 to 1,282,832 and the per share exercise price of the Warrants reduced from $17.2143 to $10.7258. The aggregate net proceeds received by the Company from the Private Placement was $8.7 million, consisting of gross proceeds of $10.0 million less offering costs of $1.3 million. The Company entered into the Private Placement to secure additional capital to strengthen its cash resources required to launch its new health and nutrition ingredient product commercialization and production scale-up plans, as well as to continue the deregulation and commercialization of its stress tolerant HB4 soybean trait. More specifically, net proceeds will be used for working capital to fund the continued introgression of quality ingredient traits into elite germ plasm, additional seed bulk-up, increased planting acreage, consumer brand development and a number of other pre-commercialization and commercialization activities. The common stock adjustment feature and common stock warrants were determined to be liabilities based on each instrument’s adjustment features and the contingent cash payment feature of the common stock warrants. The liabilities were accounted for at their respective fair values at inception using a Monte Carlo simulation model with the following assumptions: volatility of 100 percent, stock price of $32.52 and risk-free rate of 2.63%. At inception, the fair values of the common stock adjustment feature and the common stock warrant liabilities were $3.8 million and $10.2 million, respectively. As the combined value of the liabilities exceeded the $10.0 million of proceeds, no value was assigned to the common stock issued and an initial loss of $4.0 million was recognized. In May 2018, following the Private Placement’s final adjustment, the terms of the warrants and the number of common stock shares issuable in the private placement became known and fixed. As a result, the common stock adjustment feature liability was marked-to-market and valued at $8.4 million at May 7, 2018, resulting in an additional loss of $2.4 million recognized in the second quarter of 2018. The Company subsequently reclassified the common stock adjustment feature liability’s balance of $8.4 million to stockholders’ equity. The common stock warrant liability was marked-to-market and valued at $2.4 million at December 31, 2018, resulting in income of $7.9 million recognized throughout the year ended December 31, 2018. Registration Rights Agreement In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company filed the Resale Registration Statement with the SEC on March 30, 2018 for purposes of registering the resale of the shares of Common Stock issued pursuant to the Purchase Agreement and the shares of Common Stock issuable upon exercise of the Warrants. The SEC declared the registration statement effective on April 23, 2018. Offering Costs In connection with the Private Placement, the Company paid to a placement agent an aggregate fee equal to $850,000. The Company also granted warrants to purchase a total of 15,038 shares of common stock (the “Placement Agent Warrants”) that have an exercise price per share equal to $41.5625 and a term of five years. The Placement Agent Warrants were issued for services performed by the placement agent as part of the Private Placement and were treated as offering costs. The value of the Placement Agent Warrants was determined to be $526,000 using the Black-Scholes Model with input assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and the volatility of a peer group, and the risk-free interest rate for the term of the warrants. The Company incurred additional offering costs totaling $458,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the Private Placement. The offering costs, inclusive of the Placement Agent Warrants, totaled $1.8 million was expensed in the year ended December 31, 2018. Registered Direct Offering On May 11, 2018, the Company filed a shelf Registration Statement on Form S-3 with the SEC which was declared effective on June 8, 2018. This shelf registration process allows the Company to sell any combination of common stock, preferred stock, warrants and units consisting of such securities in one or more offerings from time to time having an aggregate initial offering price of $50 million. On June 11, 2018, the Company entered into agreements with several institutional and accredited investors (the “June Purchase Agreement”) for the purchase of 1,392,345 shares of its common stock at a purchase price of $9.93 per share for gross proceeds of $13.8 million (the “June Offering”). The 1,392,345 shares of common stock sold in the June Offering were issued pursuant to a prospectus, dated June 8, 2018, and a prospectus supplement dated June 11, 2018, in connection with a takedown from the Company’s shelf Registration Statement on Form S-3. The June Offering closed on June 14, 2018. Additionally, in a concurrent private placement (the “June Private Placement”), the Company issued to the investors unregistered warrants to purchase up to 1,392,345 shares of common stock at a purchase price per warrant of $0.125, for gross proceeds of $174,000. The warrants, and the shares of common stock underlying the warrants, have not been registered with the SEC and have an exercise price of $9.94 per share. Subject to certain ownership limitations, the warrants are exercisable upon issuance and expire five and one-half years after the date of issuance. The aggregate net proceeds received by the Company for the June Offering were $12.8 million, consisting of gross proceeds of $14.0 million less offering costs of $1.2 million. The Company intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, scale-up of its GoodWheat TM The common stock warrants were determined to be a liability as they have a contingent cash payment feature. The common stock warrants were accounted for at their fair value at inception using a Black Scholes Merton model with the following assumptions: volatility of 108 percent, stock price of $8.20 and risk-free rate of 2.83%. At inception, the fair value of the common stock warrants was $9.0 million and the remaining $5.0 million of the $14.0 million of proceeds was allocated to the common stock using the residual method and accounted for as stockholders’ equity. The common stock warrants were marked-to-market and valued at $2.7 million at December 31, 2018, resulting in income of $6.3 million recognized throughout the year ended December 31, 2018. Offering Costs In connection with the June Offering, the Company paid to a placement agent an aggregate fee equal to $980,000. The Company also granted warrants to purchase a total of 69,617 shares of common stock (“June Placement Agent Warrants”) that have an exercise price per share equal to $12.568 and a term of five years. The Placement Agent Warrants were issued for services performed by the placement agent as part of the June Offering and were treated as offering costs. The value of the June Placement Agent Warrants was determined to be $427,000 using the Black-Scholes Model with input assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and the volatility of a peer group, and the risk-free interest rate for the term of the warrants. The Company incurred additional offering costs totaling $197,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the June Offering. The offering costs, inclusive of the June Placement Agent Warrants, totaled $1.6 million and allocated to the common stock warrant liability and the common stock using their relative fair values. A total of $721,000 was allocated to the common stock warrant liability for the year ended December 31, 2018. The remaining $911,000 was allocated to the common stock and offset to additional paid in capital. Registration of Warrant Shares On December 27, 2018, the Company filed a Registration Statement (“Form S-1”) with the SEC on December 27, 2018 to register for resale the 15,038 Placement Agent Warrants issued in connection with the Private Placement, and 1,392,345 common stock warrants and 69,617 June Placement Agent Warrants issued in connection with the June Private Placement. The Form S-1 was declared effective on February 15, 2019. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Share Based Payments And Warrants [Abstract] | |
Stock-Based Compensation and Warrants | Note 12. Stock-Based Compensation and Warrants 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 154,387 shares of common stock reserved for future issuance, which included 10,637 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; however, the options granted in the third quarter of 2018 vest over a two-year period, vesting monthly on a pro-rated basis. Options granted, once vested, are generally exercisable for up to 10 years, after grant. As of December 31, 2018, a total of 494,191 shares of common stock were reserved for issuance under the 2015 Plan, of which 26,349 shares of common stock are available for future grant. As of December 31, 2018, a total of 62,202 and 467,842 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, 2016 228,939 $ 87.60 $ — Options granted 111,336 9.20 Options exercised — — Options forfeited (24,334 ) 31.75 Options expired (27,812 ) 98.95 Outstanding — Balance at December 31, 2017 288,129 63.62 $ — Options granted 302,077 6.65 Options exercised (44,354 ) 21.73 Options forfeited (4,006 ) 14.21 Options expired (11,802 ) 43.73 Outstanding — Balance at December 31, 2018 530,044 35.53 $ — Vested and expected to vest — December 31, 2018 519,655 35.91 $ — Exercisable —December 31, 2018 183,300 $ 71.47 $ — 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 our Board of Directors for each of the respective periods. The intrinsic value of options exercised was At December 31, 2018 and 2017, the total grant-date fair value of shares vested during the years was $1.3 million and $449,000, 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 2018 2017 Expected term (years) 5.99 6.12 Expected volatility 99% 79% Risk-free interest rate 2.95% 1.90% Expected dividend yield — — The 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 day of the offering period. As of December 31, 2018, the number of shares of common stock reserved for future issuance under the ESPP is 89,489. The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of December 31, 2018, 6,853 shares had been issued under the ESPP. The Company recorded $11,000 and $13,000 of ESPP related compensation expense for the years ended December 31, 2018 and 2017, respectively. Warrants As of December 31, 2018, the Company had 2,822,903 common stock warrants outstanding with a weighted average exercise price of $18.37. The expiration of the warrants ranges from March 2019 to June 2023. On December 2013, the Company issued warrants to Mahyco International to purchase 3,784 shares of common stock, exercisable as of the issuance date, at an exercise price of $330.40 per share. These warrants expired on December 11, 2018. 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 61,397 shares of common stock at an exercise price of $363.20 per share and to the placement agents to purchase 1,674 shares of common stock at $268.80. The warrants expire five years from the issuance date. As of December 31, 2018, 1,297,870 common stock warrants are outstanding that were issued in the June Private Placement. The final exercise price for these warrants is $10.7258 as adjusted in accordance with the Purchase Agreement’s adjustment provisions. See Note 11. As of December 31, 2018, 1,461,962 common stock warrants are outstanding in accordance with the June Offering. Of the total, 1,392,345 shares have a purchase price of $9.94 and the remaining 69,617 common stock warrants have an exercise price of $12.568. See Note 11. |
Commitment and Contingencies
Commitment and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 13. 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 one 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, 2018, are presented below (in thousands): Years Ending December 31, Amounts 2019 704 2020 713 2021 595 2022 497 2023 295 Total future minimum payments under non- cancelable operating leases $ 2,804 Rent expense under all operating leases totaled $1.3 and $1.2 million for years ended December 31, 2018 and 2017, respectively. Legal Matters From time to time, in the ordinary course of business, the Company may become involved in certain legal proceedings. Except as discussed in Item 3, we currently are not a party to any material 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”), to purchase the Anawah’s food and agricultural research company through a non-cash 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 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 December 31, 2018, 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. 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, 2018 and 2017 were $216,000 and $206,000, 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 each year for the years ended December 31, 2018 and 2017. 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, 2018 and 2017. 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. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
Lessee Disclosure [Abstract] | |
Leases | Note 14. Leases The Company adopted the new lease accounting standards (Topic 842) on January 1, 2019 and used the effective date as our initial application. The Company used the modified retrospective approach, applying the new standard to all leases existing as of the date of initial application. Consequently, financial information will not be updated, and the disclosures required under the new standard will not be provided for the dates and periods before January 1, 2019. On January 1, 2019, the Company will recognize a ROU asset of $2.3 million and an operating lease liability of $2.4 million. The new standard also provides practical expedients for an entity’s ongoing accounting. The Company has elected the short-term lease recognition exemption for field trial lease agreements. This means, for those leases that qualify, the Company will not recognize ROU assets or lease liabilities. The Company has elected the practical expedient to not separate lease and non-lease components for all of leases. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 15. Income Taxes The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 Domestic $ (13,470 ) $ (15,681 ) Foreign — — Loss before income taxes $ (13,470 ) $ (15,681 ) The total income tax expense for the years ended December 31, 2018 and 2017 was $10,000 and $26,000, respectively, and is comprised of current state taxes and foreign taxes withheld by governmental agencies outside of the United States, as follows (in thousands): Year Ended December 31, 2018 2017 Current: Federal $ — $ — State 1 2 Foreign 9 24 Total current tax expense 10 26 Deferred: Federal — — State — — Foreign — — Total deferred tax benefit — — Total tax expense $ 10 $ 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, 2018 2017 Expected income tax provision at the federal statutory rate 21.0 % 34.0 % State taxes, net of federal benefit 8.5 % 2.6 % Change in valuation allowance (27.3 )% 91.4 % Transaction costs (2.9 )% — Related offering costs (1.1 )% — Excess windfall benefit 1.4 % — Nondeductible expenses — 0.1 % Impact of change in federal tax rate — (124.6 )% Withholding taxes (0.1 )% (0.2 )% Other 0.4 % (3.5 )% Income tax provision (0.1 )% (0.2 )% 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 and liabilities are as follows (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 42,097 $ 37,498 Unearned revenue 26 783 Stock-based compensation 2,855 2,273 Accrued payroll and benefits 255 51 Research and development credits 171 171 Fixed asset basis difference 114 128 Inventory reserve 508 396 Charitable contributions 3 3 Total deferred tax assets 46,029 41,303 Deferred tax liabilities: Common stock warrant liabilities (1,529 ) — Total deferred tax liabilities (1,529 ) — Less valuation allowance (44,500 ) (41,303 ) 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 $3.2 million and decreased by $14.3 million during the years ended December 31, 2018 and 2017, respectively. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a corporate tax rate decrease from 35% to 21%, effective for tax years beginning after December 31, 2017. We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to reverse. As a result of the reduction in the U.S. corporate income tax rate from 35% to 21% under the Tax Act, we revalued our ending net deferred tax assets at December 31, 2017, which were fully offset by a valuation allowance. The Company considers the accounting for the Tax Act to be complete. At December 31, 2018, the Company had federal and state NOLs aggregating approximately $168.6 million and $123.2 million, respectively. At December 31, 2018, 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 $168.6 million generated, $7.2 million was previously determined as unavailable to be utilized within the carryforward period. Further, the Company may have experienced an ownership change under IRC Section 382 as a result of the common shares issued in connection with the Purchase Agreement in March 2018 or in the June Offering. Such an ownership change could limit the Company’s ability to utilize its NOL carryforwards prior to expiration but would not impact the net deferred tax asset recorded given the full valuation allowance. If not utilized, these federal NOLs will begin to expire in 2020 and state NOLs will begin to expire in 2024. IRC Section 382 may also 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 through the year ended December 31, 2018. Given this evidence and the expectation to incur operating losses in the foreseeable future, a full valuation allowance has been recorded against the 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, for Federal tax losses before 2018 and for all state tax losses, it has not forfeited the right to carryforward tax losses up to 20 years and apply such tax losses against taxable income in such years, thereby reducing its future tax obligations. Federal tax losses generated in 2018 and later do not expire. The Company is subject to taxation in the United States and various state jurisdictions. As of December 31, 2018, the Company’s tax years for 2000 through 2018 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, 2018, 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, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Retirement Benefits | Note 16. 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, 2018 and 2017. |
Segment Reporting
Segment Reporting | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Geographic Information | Note 17. 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, 2018 2017 United States $ 1,168 $ 1,588 India 90 1,064 Africa 115 315 France — 220 Canada 91 181 China — 586 Belgium — 72 Total $ 1,464 $ 4,026 |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | Note 18. 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. As the Company had net losses for the years ended December 31, 2018 and 2017, 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, 2018 2017 Options to purchase common stock 530,044 288,129 Warrants to purchase common stock 2,822,903 66,845 Total 3,352,947 354,974 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 19. Related Party Transactions The Company’s related parties include Moral Compass Corporation (“MCC”) and the John Sperling Foundation (“JSF”). The rights to the intellectual property owned by Blue Horse Labs, Inc. (“BHL”) were assigned to its sole shareholder, the John Sperling Revocable Trust (“JSRT”) due to BHL’s dissolution and then subsequently to the JSF. The JSF is deemed a related party of the Company because MCC, the Company’s largest stockholder, and the JSF share common officers and directors. Transactions with related parties are reflected in the consolidated financial statements under amounts due to related parties. Outlined below are details of agreements between the Company and its related parties: JSF receives a single digit royalty from the Company when revenue has been collected on product sales or for license payments from third parties that involve certain intellectual property developed under research funding originally from BH. Royalty fees due to JSF were $29,000 and to JSRT $29,000 as of December 31, 2018 and December 31, 2017 and are included in the Consolidated Balance Sheets as amounts due to related parties. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 20. Subsequent Event The Company has reviewed and evaluated subsequent events through April 1, 2019, the date the consolidated financial statements were available to be issued. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
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 Phoenix, Arizona, and American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. We are a consumer-driven, agricultural food ingredient company. We aim to create value across the agricultural production and supply chain beginning with enhanced crop productivity for farmers and ultimately delivering accelerated innovation in nutritional quality consumer foods. We use state of the art gene-editing technology and advanced breeding techniques to naturally enhance the nutritional quality of grains and oilseeds to address the rapidly evolving trends in consumer health and nutrition. In addition, we have developed high value crop productivity traits designed to enhance farm economics. In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 7), which is jointly owned by us 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 , |
Reverse Stock Split | Reverse Stock Split In January 2018, the Company’s board of directors approved a reverse split of 1:20 on the Company’s issued and outstanding common stock which became effective on January 23, 2018. 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 reverse stock split did not change the total number of authorized shares of common stock which remained at one hundred and fifty million shares |
Liquidity, Capital Resources, and Going Concern | Liquidity, Capital Resources, and Going Concern The accompanying 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 December 31, 2018, the Company had an accumulated deficit of $178.4 million, cash and cash equivalents of $12.0 million, and short-term investments of $9.8 million. For the years ended December 31, 2018 and 2017, the Company had net losses of $13.5 million and $15.7 million, respectively, and net cash used in operations of $13.6 million and $14.0 million, respectively. The Company believes that its existing cash, cash equivalents and investments will be insufficient to meet its anticipated cash requirements for at least through March 2020, and thus 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. The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company’s stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that would restrict operations. If the Company does require additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs. Any of these actions could materially harm the business, results of operations and financial condition. |
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. Verdeca LLC has no operations, assets or liabilities as of and for the years ended December 31, 2018 and 2017. |
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, stock-based compensation, fair value of certain equity instruments, costs to complete government grants and research contracts, and net realizable value of inventory. 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, 2018 and 2017, 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. On March 31, 2017, the Company and Vilmorin USA (“VUSA”) entered into a non-cash exchange agreement, which the Company transferred to VUSA the Company’s entire membership interest in Limagrain Cereal Seeds LLC and VUSA transferred to the Company 92,194 shares of the Company’s common stock held by Limagrain 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, and do not have readily determinable fair values 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 — net in the Consolidated Statements of Operations and Comprehensive Loss. Unrealized gains and losses, net of deferred taxes, on available-for-sale securities are included in the Consolidated Balance Sheets as a component of accumulated other comprehensive income. 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. Short-term investments have maturities of less than a year and long-term investments have maturities of a year and greater from the balance sheet date. The Company’s debt securities are primarily comprised of U.S. government securities, treasury bills, commercial paper, corporate securities, 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, 2018, and 2017, 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, 2018 and 2017 as the Company expected full collections of all 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 net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value 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 write downs to inventory 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 $310,000 write-down of inventory for the year ended December 31, 2018. A write-down was not recorded for the year ended December 31, 2017. Inventories consist of the following (in thousands): As of December 31, 2018 2017 Raw Materials $ 41 $ 45 Finished Goods 886 1,352 Inventories $ 927 $ 1,397 |
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, 2018, and 2017, 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. Assets and liabilities recorded at fair value in the consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows: • Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date. • Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 inputs are unobservable inputs for the asset or liability. The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable, approximated their fair values due to the short period of time to maturity or repayment. |
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, 2018 2017 Customer A — 18 Customer D — 53 Customer E — 24 Customer I 44 — Customer M 34 1 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2018 2017 Customer A — 26 Customer D 19 18 Customer L 16 9 Customer I 13 2 Customer M 11 2 Customer K — 14 |
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 12 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 We derive our revenues from product revenues, licensing agreements, contract research agreements, and government grants. |
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. |
Cost of Product Revenues | Cost of Product Revenues Cost of product revenues relates to the sale of our SONOVA products and consists of in-licensing and royalty fees, any adjustments or write-downs to inventory, as well as the cost of raw materials, including inventory and third-party services costs related to procuring, processing, formulating, packaging, and shipping our SONOVA products. |
Research and Development Expenses | Research and Development Expenses Research and development expenses consist of costs incurred in the discovery, development, and testing of our products and products in development incorporating our traits. These expenses consist primarily of employee salaries and benefits, fees paid to subcontracted research providers, fees associated with in-licensing technology, land leased for field trials, chemicals and supplies, and other external expenses. These costs are expensed as incurred. Additionally, as disclosed in Note 13, 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. |
Change in the Estimated Fair Value of Common Stock Warrant Liabilities and Common Stock Adjustment Feature Liability | C hange in the Estimated Fair Value of Common Stock Warrant Liabilities and Common Stock Adjustment Feature Liability Change in the estimated fair value of common stock warrant liabilities and common stock adjustment feature liability is comprised of the fair value remeasurement of the liabilities associated with the Private Placement and June Private Placement. See Note 11. |
Product Revenues | |
Revenue Recognition | Product Revenues Our product revenues to date have consisted solely of sales of our SONOVA products. We generally recognize revenue from product sales upon sale to our third-party distributors or customers. |
License Revenues | |
Revenue Recognition | License Revenues Our license revenues to date consist of up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments that we receive under our research and license agreements. We have historically recognized nonrefundable up-front license fees and guaranteed, time-based payments as revenue proportionally over the expected development period. With the implementation of ASC Topic 606, revenue generated from up-front license fees are recognized upon execution of the agreement. We recognize annual license fees when it is probable that a material reversal will not occur. Milestone fees are a variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company assesses when achievement of milestones is probable to determine the timing of revenue recognition for milestone fees |
Contract Research Revenues | |
Revenue Recognition | Contract Research Revenues Contract research and government grant revenues consist of amounts earned from performing contracted research primarily related to breeding programs or the genetic engineering of plants for third parties. Contract research revenue is accounted for as a single performance obligation for which revenues are recognized over time using the input method (e.g. costs incurred to date relative to the total estimated costs at completion). In addition, we are entitled to receive a portion of the revenues generated from sales of products that incorporate our seed traits. Products expected to result from such contract research are in various stages of the product development cycle and we expect to generate revenues from the sale of any such products in as soon as the next nine to 18 months. |
Government Grant Revenues | |
Revenue Recognition | Government Grant Revenues The Company receives payments from government entities in the form of government grants. Government grant revenue is accounted for as a single performance obligation for which revenues are recognized over time using the input method (e.g. costs incurred to date relative to the total estimated costs at completion). The Company’s obligation with respect to these agreements is to perform the research on a best-efforts basis. Given the nature and uncertain timing of receipt of government grants and timing of eligible research and development expenses, such revenues are likely to fluctuate significantly from period to period. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Line Items] | |
Summary of Inventories | Inventories consist of the following (in thousands): As of December 31, 2018 2017 Raw Materials $ 41 $ 45 Finished Goods 886 1,352 Inventories $ 927 $ 1,397 |
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, 2018 2017 Customer A — 18 Customer D — 53 Customer E — 24 Customer I 44 — Customer M 34 1 Customers representing greater than 10% of total revenues were as follows (in percentages): For Year Ended December 31, 2018 2017 Customer A — 26 Customer D 19 18 Customer L 16 9 Customer I 13 2 Customer M 11 2 Customer K — 14 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Laboratory equipment $ 2,348 $ 2,404 Software and computer equipment 477 424 Furniture and fixtures 85 147 Vehicles 204 203 Leasehold improvements 2,082 2,002 Property and equipment, gross 5,196 5,180 Less accumulated depreciation and amortization (4,801 ) (4,881 ) Property and equipment, net $ 395 $ 299 |
Investments and Fair Value Me_2
Investments and Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Investments And Fair Value Measurements [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 December 31, 2018 and December 31, 2017, and the corresponding amounts of unrealized gains and losses recognized in accumulated other comprehensive income: (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2018 Cash equivalents: Money market funds $ 9,902 $ — $ — $ 9,902 Commercial paper 1,345 — — 1,345 Short-term investments: Corporate Securities 656 — — 656 Treasury Bills 1,195 — — 1,195 Commercial paper 6,776 — — 6,776 U.S. government securities 1,198 — — 1,198 Total Assets at Fair Value $ 21,072 $ — $ — $ 21,072 (Dollars in thousands) Amortized Cost Unrealized Gains Unrealized Losses Estimated Fair Value December 31, 2017 Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial paper 1,399 — — $ 1,399 U.S. government securities 2,500 — (1 ) $ 2,499 Total Assets at Fair Value $ 12,842 $ — $ (1 ) $ 12,841 |
Summary of Fair Value of Available-for-Sale Investments | The fair value of the available-for-sale investments at December 31, 2018 were as follows: Fair Value Measurements at December 31, 2018 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 9,902 $ — $ — $ 9,902 Commercial paper — 1,345 1,345 Short-term investments: Corporate Securities — 656 656 Treasury Bills 1,195 — 1,195 Commercial paper — 6,776 — 6,776 U.S. government securities 1,198 — — 1,198 Total Assets at Fair Value $ 12,295 $ 8,777 $ — $ 21,072 The fair value of the available-for-sale investments at December 31, 2017 were as follows: Fair Value Measurements at December 31, 2017 (Dollars in thousands) Level 1 Level 2 Level 3 Total Assets at Fair Value Cash equivalents: Money market funds $ 8,943 $ — $ — $ 8,943 Short-term investments: Commercial Paper — 1,399 — 1,399 U.S. government securities 2,499 — — 2,499 Total Assets at Fair Value $ 11,442 $ 1,399 $ — $ 12,841 |
Summary of Changes in Fair Value and Other Adjustments of Liabilities | The following table sets forth the establishment of these liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands): (Level 3) (Dollars in thousands) Common Stock Warrant Liability - Purchase Agreement Common Stock Adjustment Feature Liability - Purchase Agreement Common Stock Warrant Liability - June Offering Total Balance as of December 31, 2017 $ — $ — $ — $ — Common stock and warrants issued in conjunction with securities purchase agreements 10,200 3,800 9,022 23,022 Change in fair value and other adjustments (7,846 ) 4,578 (6,293 ) (9,561 ) Reclassification of common stock adjustment feature liability balance to equity — (8,378 ) — (8,378 ) Balance as of December 31, 2018 $ 2,354 $ — $ 2,729 $ 5,083 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Accounts payable—trade $ 285 $ 366 Payroll and benefits 1,096 805 Research and development 433 899 Royalty fees due to unrelated parties 187 177 Consulting 92 32 Rent and utilities 91 51 Legal 285 83 Accrued withholding taxes — 24 Other 176 59 Total accounts payable and accrued expenses $ 2,645 $ 2,496 |
Stock-Based Compensation and Wa
Stock-Based Compensation and Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2016 228,939 $ 87.60 $ — Options granted 111,336 9.20 Options exercised — — Options forfeited (24,334 ) 31.75 Options expired (27,812 ) 98.95 Outstanding — Balance at December 31, 2017 288,129 63.62 $ — Options granted 302,077 6.65 Options exercised (44,354 ) 21.73 Options forfeited (4,006 ) 14.21 Options expired (11,802 ) 43.73 Outstanding — Balance at December 31, 2018 530,044 35.53 $ — Vested and expected to vest — December 31, 2018 519,655 35.91 $ — Exercisable —December 31, 2018 183,300 $ 71.47 $ — |
Weighted-Average Fair Value Assumption of Stock Option Awards | The Year Ended December 31, Assumptions 2018 2017 Expected term (years) 5.99 6.12 Expected volatility 99% 79% Risk-free interest rate 2.95% 1.90% Expected dividend yield — — |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018, are presented below (in thousands): Years Ending December 31, Amounts 2019 704 2020 713 2021 595 2022 497 2023 295 Total future minimum payments under non- cancelable operating leases $ 2,804 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Components of Loss Before Income Taxes | The components of loss before income taxes are as follows (in thousands): Year Ended December 31, 2018 2017 Domestic $ (13,470 ) $ (15,681 ) Foreign — — Loss before income taxes $ (13,470 ) $ (15,681 ) |
Schedule of Income Tax Expense Comprised of Current State Taxes and Foreign Taxes | The total income tax expense for the years ended December 31, 2018 and 2017 was $10,000 and $26,000, respectively, and is comprised of current state taxes and foreign taxes withheld by governmental agencies outside of the United States, as follows (in thousands): Year Ended December 31, 2018 2017 Current: Federal $ — $ — State 1 2 Foreign 9 24 Total current tax expense 10 26 Deferred: Federal — — State — — Foreign — — Total deferred tax benefit — — Total tax expense $ 10 $ 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, 2018 2017 Expected income tax provision at the federal statutory rate 21.0 % 34.0 % State taxes, net of federal benefit 8.5 % 2.6 % Change in valuation allowance (27.3 )% 91.4 % Transaction costs (2.9 )% — Related offering costs (1.1 )% — Excess windfall benefit 1.4 % — Nondeductible expenses — 0.1 % Impact of change in federal tax rate — (124.6 )% Withholding taxes (0.1 )% (0.2 )% Other 0.4 % (3.5 )% Income tax provision (0.1 )% (0.2 )% |
Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands) As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 42,097 $ 37,498 Unearned revenue 26 783 Stock-based compensation 2,855 2,273 Accrued payroll and benefits 255 51 Research and development credits 171 171 Fixed asset basis difference 114 128 Inventory reserve 508 396 Charitable contributions 3 3 Total deferred tax assets 46,029 41,303 Deferred tax liabilities: Common stock warrant liabilities (1,529 ) — Total deferred tax liabilities (1,529 ) — Less valuation allowance (44,500 ) (41,303 ) Net deferred tax assets $ — $ — |
Segment Reporting (Tables)
Segment Reporting (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 United States $ 1,168 $ 1,588 India 90 1,064 Africa 115 315 France — 220 Canada 91 181 China — 586 Belgium — 72 Total $ 1,464 $ 4,026 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 2017 Options to purchase common stock 530,044 288,129 Warrants to purchase common stock 2,822,903 66,845 Total 3,352,947 354,974 |
Description of Business - Addit
Description of Business - Additional Information (Detail) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($) | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |||
Place of incorporation | Arizona | ||
Year of incorporation | 2002 | ||
Place of reincorporation | Delaware | ||
Date of reincorporation | 2015-03 | ||
Reverse split of issued and outstanding common stock | 1:20 | ||
Stock split conversion ratio | 0.05 | ||
Common stock, authorized | shares | 150,000,000 | 150,000,000 | |
Accumulated deficit | $ 178,366 | $ 167,257 | |
Cash and cash equivalents | 11,998 | 9,125 | $ 2,013 |
Short-term investments | 9,825 | 3,898 | |
Net losses | (13,480) | (15,707) | |
Net cash used in operations | $ (13,631) | $ (13,965) |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Accounting Policies [Line Items] | |||
Reserved for doubtful accounts | $ 0 | $ 0 | |
Write-down of inventory | 310,000 | 0 | |
Impairment of long-lived assets | $ 0 | 0 | |
Maximum [Member] | |||
Accounting Policies [Line Items] | |||
Cost method investment ownership percentage | 20.00% | ||
Revenue generation period | 18 months | ||
Minimum [Member] | |||
Accounting Policies [Line Items] | |||
Revenue generation period | 9 months | ||
Limagrain Cereal Seeds LLC [Member] | |||
Accounting Policies [Line Items] | |||
Common stock shares retired using cost method as result of transfer of membership interest | 92,194 | ||
Impairment of equity method investments | $ 0 | 0 | |
Verdeca LLC [Member] | |||
Accounting Policies [Line Items] | |||
VIEs Operations | 0 | 0 | |
VIEs assets or liabilities | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Summary of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw Materials | $ 41 | $ 45 |
Finished Goods | 886 | 1,352 |
Inventories | $ 927 | $ 1,397 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Average Estimated Useful Lives of Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
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 Accoun_7
Summary of Significant Accounting Policies - Summary of Customer Concentration (Detail) - Customer Concentration Risk [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Accounts Receivable [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 18.00% | |
Accounts Receivable [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 53.00% | |
Accounts Receivable [Member] | Customer E [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 24.00% | |
Accounts Receivable [Member] | Customer I [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 44.00% | |
Accounts Receivable [Member] | Customer M [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 34.00% | 1.00% |
Total Revenue [Member] | Customer A [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 26.00% | |
Total Revenue [Member] | Customer D [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 19.00% | 18.00% |
Total Revenue [Member] | Customer L [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 16.00% | 9.00% |
Total Revenue [Member] | Customer I [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 13.00% | 2.00% |
Total Revenue [Member] | Customer M [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 11.00% | 2.00% |
Total Revenue [Member] | Customer K [Member] | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 14.00% |
Property and Equipment, Net - S
Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 5,196 | $ 5,180 |
Less accumulated depreciation and amortization | (4,801) | (4,881) |
Property and equipment, net | 395 | 299 |
Laboratory equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 2,348 | 2,404 |
Software and computer equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 477 | 424 |
Furniture and fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 85 | 147 |
Vehicles [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | 204 | 203 |
Leasehold improvements [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, gross | $ 2,082 | $ 2,002 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | ||
Depreciation and amortization expense | $ 154,000 | $ 279,000 |
Investments and Fair Value Me_3
Investments and Fair Value Measurements - Summary of Amortized Cost and Fair Value of the Available-For-Sale Investment Securities Portfolio (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | $ 21,072 | $ 12,842 |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | |
Estimated Fair Value | 21,072 | 12,841 |
Cash Equivalents [Member] | Money Market Funds [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 9,902 | 8,943 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 9,902 | 8,943 |
Cash Equivalents [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,345 | |
Estimated Fair Value | 1,345 | |
Short-term Investments [Member] | Commercial Paper [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 6,776 | 1,399 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 6,776 | 1,399 |
Short-term Investments [Member] | Treasury Bills [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,195 | 0 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 1,195 | 0 |
Short-term Investments [Member] | Corporate Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 656 | 0 |
Unrealized Gains | 0 | |
Unrealized Losses | 0 | |
Estimated Fair Value | 656 | 0 |
Short-term Investments [Member] | U.S. Government Securities [Member] | ||
Schedule Of Available For Sale Securities [Line Items] | ||
Amortized Cost | 1,198 | 2,500 |
Unrealized Gains | 0 | |
Unrealized Losses | (1) | |
Estimated Fair Value | $ 1,198 | $ 2,499 |
Investments and Fair Value Me_4
Investments and Fair Value Measurements - Additional Information (Detail) | Dec. 31, 2018USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Investment in continuous unrealized loss position for more than twelve months | $ 0 |
Other-than-temporary impairments associated with credit losses required to be recognized | $ 0 |
Investments and Fair Value Me_5
Investments and Fair Value Measurements - Summary of Fair Value of Available-for-Sale Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets at Fair Value | ||
Total Assets at Fair Value | $ 21,072 | $ 12,841 |
Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 9,902 | 8,943 |
Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 1,345 | |
Short-term investments | 6,776 | 1,399 |
Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,195 | |
U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,198 | 2,499 |
Level 1 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 12,295 | 11,442 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 9,902 | 8,943 |
Level 1 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Level 1 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,195 | |
Level 1 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 1,198 | 2,499 |
Level 2 [Member] | ||
Assets at Fair Value | ||
Total Assets at Fair Value | 8,777 | 1,399 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | 0 |
Level 2 [Member] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 1,345 | |
Short-term investments | 6,776 | 1,399 |
Level 2 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Level 2 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | 0 |
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] | Commercial Paper [Member] | ||
Assets at Fair Value | ||
Cash equivalents | 0 | |
Short-term investments | 0 | 0 |
Level 3 [Member] | Treasury Bills [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Level 3 [Member] | U.S. Government Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | $ 0 |
Corporate Securities [Member] | ||
Assets at Fair Value | ||
Short-term investments | 656 | |
Corporate Securities [Member] | Level 1 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 0 | |
Corporate Securities [Member] | Level 2 [Member] | ||
Assets at Fair Value | ||
Short-term investments | 656 | |
Corporate Securities [Member] | Level 3 [Member] | ||
Assets at Fair Value | ||
Short-term investments | $ 0 |
Investments and Fair Value of F
Investments and Fair Value of Financial Instruments - Summary of Changes in Fair Value and Other Adjustments of Liabilities (Detail) - Level 3 [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2017 | $ 0 |
Common stock and warrants issued in conjunction with securities purchase agreements | 23,022 |
Change in fair value and other adjustments | (9,561) |
Reclassification of common stock adjustment feature liability balance to equity | (8,378) |
Balance as of December 31, 2018 | 5,083 |
Common Stock Warrant Liability [Member] | Private Placement [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2017 | 0 |
Common stock and warrants issued in conjunction with securities purchase agreements | 10,200 |
Change in fair value and other adjustments | (7,846) |
Reclassification of common stock adjustment feature liability balance to equity | 0 |
Balance as of December 31, 2018 | 2,354 |
Common Stock Warrant Liability [Member] | June Offering [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2017 | 0 |
Common stock and warrants issued in conjunction with securities purchase agreements | 9,022 |
Change in fair value and other adjustments | (6,293) |
Reclassification of common stock adjustment feature liability balance to equity | 0 |
Balance as of December 31, 2018 | 2,729 |
Common Stock Adjustment Feature Liability [Member] | Private Placement [Member] | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | |
Balance as of December 31, 2017 | 0 |
Common stock and warrants issued in conjunction with securities purchase agreements | 3,800 |
Change in fair value and other adjustments | 4,578 |
Reclassification of common stock adjustment feature liability balance to equity | (8,378) |
Balance as of December 31, 2018 | $ 0 |
Adoption of ASC Topic 606, "Rev
Adoption of ASC Topic 606, "Revenue from Contracts with Customers" - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Impact to revenues | $ 1,464,000 | $ 4,026,000 |
Topic 606 [Member] | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Impact of adoption of Topic 606 (Note 5) | $ 2,371,000 | |
Topic 606 [Member] | Revenue From License Agreement [Member] | Minimum [Member] | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 10 years | |
Topic 606 [Member] | Revenue From License Agreement [Member] | Maximum [Member] | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Revenue, remaining performance obligation, expected timing of satisfaction, period | 20 years | |
Topic 606 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 | ||
Revenue Initial Application Period Cumulative Effect Transition [Line Items] | ||
Impact to revenues | $ (328,000) |
Variable Interest Entity - Addi
Variable Interest Entity - Additional Information (Detail) | 1 Months Ended | 12 Months Ended | |
Feb. 29, 2012Owner | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | |
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 | ||
Funding period of cash required for contributed services | 4 years | ||
Direct expenses and allocated overhead amount | $ 947,000 | $ 912,000 | |
Maximum [Member] | |||
Variable Interest Entity [Line Items] | |||
Commitment to purchase stock | $ 5,000,000 | ||
Bioceres, S.A. [Member] | |||
Variable Interest Entity [Line Items] | |||
Number of shareholders owning agricultural investment and development cooperative | Owner | 300 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Expenses - Summary of Accounts Payable and Accrued Expenses (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Accounts payable—trade | $ 285 | $ 366 |
Payroll and benefits | 1,096 | 805 |
Research and development | 433 | 899 |
Royalty fees due to unrelated parties | 187 | 177 |
Consulting | 92 | 32 |
Rent and utilities | 91 | 51 |
Legal | 285 | 83 |
Accrued withholding taxes | 0 | 24 |
Other | 176 | 59 |
Total accounts payable and accrued expenses | $ 2,645 | $ 2,496 |
Accounts Payable and Accrued _4
Accounts Payable and Accrued Expenses - Exit or Disposal Activities - Additional Information (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)Position | |
Payables And Accruals [Line Items] | |||
Number of positions eliminated | Position | 23 | ||
Other restructuring costs | $ 0 | $ 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 |
Collaborative Arrangements - Ad
Collaborative Arrangements - Additional Information (Detail) | 1 Months Ended |
Aug. 31, 2017 | |
Collaborative Arrangements [Member] | |
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items] | |
Contractual agreement month and year | 2017-08 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
Long term debt | $ 0 | $ 0 |
Long-Term Debt - Term Loan - Ad
Long-Term Debt - Term Loan - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Loss on extinguishment of debt | $ (900,000) | |||
Repayment of accrued interest and prepayment fee | 747,000 | |||
Accretion of debt discount | 98,000 | |||
Senior Secured Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, face amount | $ 25,000,000 | |||
Debt instrument end-of-term fee | $ 625,000 | |||
Debt instrument prepayment fee | $ 500,000 | |||
Loss on extinguishment of debt | $ (1,100,000) | |||
Deferred loan issuance fees | 41,000 | |||
Partially offset end of term fee previously amortized | 267,000 | |||
Partially offset end of term fee previously amortized netting | $ 900,000 | |||
Repayment of accrued interest and prepayment fee | 747,000 | |||
Accretion of debt discount | $ 98,000 |
Private Placement and Registe_2
Private Placement and Registered Direct Offering - Additional Information (Detail) | Jun. 11, 2018USD ($)$ / sharesshares | May 11, 2018USD ($)$ / sharesshares | May 08, 2018$ / sharesshares | Apr. 23, 2018$ / sharesshares | Mar. 22, 2018$ / sharesshares | Mar. 19, 2018 | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Feb. 15, 2019shares | May 07, 2018USD ($) | Dec. 31, 2013$ / shares |
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrants issued, exercise price | $ / shares | $ 18.37 | $ 330.40 | |||||||||
Period of trading days taken for calculation of volume weighted average price | 3 days | ||||||||||
Percentage of volume weighted average price of common stock | 80.00% | ||||||||||
Percentage of volume weighted average price of warrant | 110.00% | ||||||||||
Proceeds from issuance of private placement | $ 10,000,000 | ||||||||||
Offering costs | $ 197,000 | ||||||||||
Stock price | $ / shares | $ 32.52 | ||||||||||
Common stock no par value | $ / shares | |||||||||||
Initial loss recognized on liabilities | $ 4,000,000 | ||||||||||
Issuance of placement agent warrants | 526,000 | ||||||||||
Proceeds from issuance initial public offering | 50,000,000 | ||||||||||
Fair value of common stock warrants at inception | 9,000,000 | ||||||||||
Offering cost, expense | 2,555,000 | ||||||||||
Warrants [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of placement agent warrants | $ 526,000 | ||||||||||
Placement Agent [Member] | Warrants [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrant issued, shares of common stock called by warrant | shares | 15,038 | ||||||||||
Warrants issued, exercise price | $ / shares | $ 41.5625 | ||||||||||
Offering costs | $ 1,800,000 | ||||||||||
Warrant, exercisable term | 5 years | ||||||||||
Placement Agent [Member] | Warrants [Member] | Subsequent Event [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrant issued, shares of common stock called by warrant | shares | 15,038 | ||||||||||
June Placement Agent Warrants [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrant issued, shares of common stock called by warrant | shares | 69,617 | ||||||||||
Warrants issued, exercise price | $ / shares | $ 12.568 | ||||||||||
Offering costs | $ 1,600,000 | ||||||||||
Aggregate agent fee paid | $ 980,000 | ||||||||||
Warrant, exercisable term | 5 years | ||||||||||
Issuance of placement agent warrants | $ 427,000 | ||||||||||
Offering cost, expense | 721,000 | ||||||||||
Offering costs portion attributable to common stock | $ 911,000 | ||||||||||
June Placement Agent Warrants [Member] | Warrants [Member] | Subsequent Event [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrant issued, shares of common stock called by warrant | shares | 69,617 | ||||||||||
June Private Placement [Member] | Warrants [Member] | Subsequent Event [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,392,345 | ||||||||||
Measurement Input, Price Volatility [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Volatility rate | 1 | ||||||||||
Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Volatility rate | 0.0263 | ||||||||||
Black Scholes Merton model [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Stock price | $ / shares | $ 8.20 | ||||||||||
Black Scholes Merton model [Member] | Measurement Input, Price Volatility [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Volatility rate | 1.08 | ||||||||||
Black Scholes Merton model [Member] | Measurement Input, Risk Free Interest Rate [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Volatility rate | 0.0283 | ||||||||||
Common Stock Adjustment Feature Liability [Member] | Monte Carlo Simulation Model [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Fair value of liabilities | $ 3,800,000 | ||||||||||
Common Stock Warrant Liability [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Liabilities marked to market value | 2,700,000 | ||||||||||
Additional income (loss) on liabilities | 6,300,000 | ||||||||||
Proceeds from issuance of common stock | 5,000,000 | ||||||||||
Proceeds from issuance of common stock and warrants gross | 14,000,000 | ||||||||||
Common Stock Warrant Liability [Member] | Monte Carlo Simulation Model [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Fair value of liabilities | $ 10,200,000 | ||||||||||
Minimum [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrants issued, exercise price | $ / shares | $ 8.322 | ||||||||||
Purchase price of common stock | $ / shares | 8.322 | ||||||||||
June Purchase Agreement [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrants issued, exercise price | $ / shares | $ 10.7258 | ||||||||||
Offering costs | $ 1,200,000 | ||||||||||
Proceeds from issuance of common stock and warrants gross | 14,000,000 | ||||||||||
Proceeds from issuance of common stock and warrants net | 12,800,000 | ||||||||||
Private Placement [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Proceeds from issuance of private placement | 8,700,000 | ||||||||||
Proceeds from offering costs of private placement, gross | 10,000,000 | ||||||||||
Offering costs | 1,300,000 | ||||||||||
Private Placement [Member] | Warrants [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Offering costs | 458,000 | ||||||||||
Private Placement [Member] | Placement Agent [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Aggregate agent fee paid | 850,000 | ||||||||||
Private Placement [Member] | Common Stock Adjustment Feature Liability [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Liabilities marked to market value | $ 8,400,000 | ||||||||||
Additional income (loss) on liabilities | $ (2,400,000) | ||||||||||
Reclassification of financing liabilities to stockholders equity | $ 8,400,000 | ||||||||||
Private Placement [Member] | Common Stock Warrant Liability [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Liabilities marked to market value | 2,400,000 | ||||||||||
Additional income (loss) on liabilities | 7,900,000 | ||||||||||
Private Placement [Member] | Securities Purchase Agreement [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Shares of common stock issued | shares | 300,752 | ||||||||||
Warrant issued, shares of common stock called by warrant | shares | 300,752 | ||||||||||
Warrants issued, exercise price | $ / shares | $ 45.75 | ||||||||||
Warrants expiration period | 5 years | ||||||||||
Applicable VWAP CalculationsI in Accordance with Registration [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Shares of common stock issued | shares | 798,754 | ||||||||||
Warrant issued, shares of common stock called by warrant | shares | 799,300 | ||||||||||
Warrants issued, exercise price | $ / shares | $ 17.2143 | ||||||||||
Applicable VWAP Calculations in Accordance Shareholder Approval [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Shares of common stock issued | shares | 1,201,634 | ||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,282,832 | ||||||||||
Warrants issued, exercise price | $ / shares | $ 10.7258 | ||||||||||
June Offering [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Issuance of placement agent warrants | $ 427,000 | ||||||||||
June Offering [Member] | June Purchase Agreement [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Shares of common stock issued | shares | 1,392,345 | ||||||||||
Stock price | $ / shares | $ 9.93 | ||||||||||
Proceeds from issuance of common stock | $ 13,800,000 | ||||||||||
Offering closing period | Jun. 14, 2018 | ||||||||||
June Private Placement [Member] | Warrants [Member] | |||||||||||
Class Of Warrant Or Right [Line Items] | |||||||||||
Warrant issued, shares of common stock called by warrant | shares | 1,392,345 | ||||||||||
Warrants issued, exercise price | $ / shares | $ 9.94 | ||||||||||
Warrants expiration period | 5 years 6 months | ||||||||||
Proceeds from offering costs of private placement, gross | $ 174,000 | ||||||||||
Class of warrant or right number of securities called by warrants or rights, per share | $ / shares | $ 0.125 |
Stock-Based Compensation and _2
Stock-Based Compensation and Warrants - Additional Information (Detail) | May 20, 2015shares | May 14, 2015 | Jun. 30, 2014$ / sharesshares | Dec. 31, 2013$ / sharesshares | Sep. 30, 2018 | Dec. 31, 2018USD ($)IncentivePlan$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016shares |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of equity incentive plans | IncentivePlan | 2 | |||||||
Total number of options outstanding | 530,044 | 288,129 | 228,939 | |||||
Intrinsic value of options exercised | $ | $ 0 | $ 0 | ||||||
Total grant-date fair value of shares vested | $ | 1,300,000 | $ 449,000 | ||||||
Unrecognized compensation cost related to unvested stock-based compensation grants | $ | $ 1,200,000 | |||||||
Weighted-average remaining recognition period | 2 years 1 month 6 days | |||||||
Weighted-average estimated grant-date fair value of stock options granted | $ / shares | $ 6.65 | $ 9.20 | ||||||
Stock-based compensation | $ | $ 1,550,000 | $ 1,474,000 | ||||||
Number of warrant to purchase common stock issued | 2,822,903 | |||||||
Warrants issued, exercise price | $ / shares | $ 330.40 | $ 18.37 | ||||||
June Purchase Agreement [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of warrant to purchase common stock issued | 1,297,870 | |||||||
Warrants issued, exercise price | $ / shares | $ 10.7258 | |||||||
Series D Redeemable Convertible Preferred Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrants issued, exercise price | $ / shares | $ 363.20 | |||||||
Warrant issued, shares of common stock called by warrant | 61,397 | |||||||
Warrant, exercisable term | 5 years | |||||||
Series D Redeemable Convertible Preferred Stock [Member] | Placement Agent [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrants issued, exercise price | $ / shares | $ 268.80 | |||||||
Warrant issued, shares of common stock called by warrant | 1,674 | |||||||
Mahyco International [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Warrant issued, shares of common stock called by warrant | 3,784 | |||||||
Warrant, expiration date | Dec. 11, 2018 | |||||||
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 | 89,489 | |||||||
Stock-based compensation | $ | $ 11,000 | $ 13,000 | ||||||
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 | 6,853 | |||||||
First offering period, start date | May 14, 2015 | |||||||
First offering period, end date | Feb. 1, 2016 | |||||||
Private Placement [Member] | June Purchase Agreement [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of warrant to purchase common stock issued | 1,461,962 | |||||||
Private Placement [Member] | June Purchase Agreement [Member] | Purchase Price of $9.94 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of warrant to purchase common stock issued | 1,392,345 | |||||||
Warrants issued, purchase price of warrants per share | $ / shares | $ 9.94 | |||||||
Private Placement [Member] | June Purchase Agreement [Member] | Exercise Price of $12.568 [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Number of warrant to purchase common stock issued | 69,617 | |||||||
Warrants issued, exercise price | $ / shares | $ 12.568 | |||||||
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 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 154,387 shares of common stock reserved for future issuance, which included 10,637 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. | |||||||
Total number of shares reserved for issuance under plan | 154,387 | 494,191 | ||||||
Options vesting period | 4 years | 2 years | ||||||
Common stock available for future grant | 26,349 | |||||||
Total number of options outstanding | 467,842 | |||||||
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 | 10,637 | |||||||
Total number of options outstanding | 62,202 | |||||||
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] | ||||||||
Warrants issued, exercise price | $ / shares | $ 8.322 |
Stock-Based Compensation and _3
Stock-Based Compensation and Warrants - Summary of Activity Under Stock Incentive Plans (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Shares Subject to Outstanding, Beginning Balance | 288,129 | 228,939 |
Shares Subject to Outstanding, Options granted | 302,077 | 111,336 |
Shares Subject to Outstanding, Options exercised | (44,354) | |
Shares Subject to Outstanding, Options Forfeited | (4,006) | (24,334) |
Shares Subject to Outstanding, Options Expired | (11,802) | (27,812) |
Shares Subject to Outstanding, Ending Balance | 530,044 | 288,129 |
Shares Subject to Outstanding, Vested and expected to vest | 519,655 | |
Shares Subject to Outstanding, Exercisable | 183,300 | |
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance | $ 63.62 | $ 87.60 |
Weighted-Average Exercise Price Per Share, Options granted | 6.65 | 9.20 |
Weighted-Average Exercise Price Per Share, Options exercised | 21.73 | |
Weighted-Average Exercise Price Per Share, Options forfeited | 14.21 | 31.75 |
Weighted-Average Exercise Price Per Share, Options expired | 43.73 | 98.95 |
Weighted Average Exercise Price Per Share, Outstanding Ending Balance | 35.53 | $ 63.62 |
Weighted Average Exercise Price Per Share, Vested and expected to vest | 35.91 | |
Weighted Average Exercise Price Per Share, Exercisable | $ 71.47 |
Stock-Based Compensation and _4
Stock-Based Compensation and Warrants - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Employee Stock Option [Member] | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 11 months 26 days | 6 years 1 month 13 days |
Expected volatility | 99.00% | 79.00% |
Risk-free interest rate | 2.95% | 1.90% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) | Dec. 31, 2010USD ($)Program | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Jun. 15, 2005USD ($) |
Commitments And Contingencies [Line Items] | ||||
Operating leases rent expense | $ 1,300,000 | $ 1,200,000 | ||
Other noncurrent liability | 3,072,000 | 3,000,000 | ||
Royalties due to both related and unrelated parties on license revenue accrued | 216,000 | 206,000 | ||
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 | 1 year | |||
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 Contingencies_2
Commitments and Contingencies - Future Minimum Payments Under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leases Future Minimum Payments Due [Abstract] | |
2019 | $ 704 |
2020 | 713 |
2021 | 595 |
2022 | 497 |
2023 | 295 |
Total future minimum payments under non- cancelable operating leases | $ 2,804 |
Leases - Additional Information
Leases - Additional Information (Detail) - ASU No. 2016-02 [Member] - Subsequent Event [Member] $ in Millions | Jan. 01, 2019USD ($) |
Subsequent Event [Line Items] | |
Operating lease liability | $ 2.4 |
ROU asset | $ 2.3 |
Income Taxes - Components of Lo
Income Taxes - Components of Loss Before Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Domestic | $ (13,470) | $ (15,681) |
Foreign | 0 | 0 |
Loss before income taxes | $ (13,470) | $ (15,681) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Schedule Of Income Tax [Line Items] | ||
Total income tax expense | $ 10,000 | $ 26,000 |
Decrease in net valuation allowance | $ (3,200,000) | $ 14,300,000 |
Corporate tax rate | 21.00% | 34.00% |
Operating loss carryforwards limitations on use | it has not forfeited the right to carryforward tax losses up to 20 years | |
Tax years subject to examination to extent of NOLs being carried forward | 2000 | |
Uncertain Tax Position | $ 0 | |
Federal [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Aggregate amount of net operating loss | 168,600,000 | |
Operating loss carryforward generated | 168,600,000 | |
Operating loss carryforward unutilized | 7,200,000 | |
State [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Aggregate amount of net operating loss | $ 123,200,000 | |
Maximum [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Corporate tax rate | 35.00% | |
Right to carryforward tax losses, period | 20 years | |
Tax year subject to examination by the tax authorities | 2018 | |
Minimum [Member] | ||
Schedule Of Income Tax [Line Items] | ||
Tax year subject to examination by the tax authorities | 2000 |
Income Taxes - Schedule of Inco
Income Taxes - Schedule of Income Tax Expense Comprised of Current State Taxes and Foreign Taxes (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Current: | ||
Federal | $ 0 | $ 0 |
State | 1,000 | 2,000 |
Foreign | 9,000 | 24,000 |
Total current tax expense | 10,000 | 26,000 |
Deferred: | ||
Federal | 0 | 0 |
State | 0 | 0 |
Foreign | 0 | 0 |
Total deferred tax benefit | 0 | 0 |
Total tax expense | $ 10,000 | $ 26,000 |
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, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Expected income tax provision at the federal statutory rate | 21.00% | 34.00% |
State taxes, net of federal benefit | 8.50% | 2.60% |
Change in valuation allowance | (27.30%) | 91.40% |
Transaction costs | (2.90%) | 0.00% |
Related offering costs | (1.10%) | 0.00% |
Excess windfall benefit | 1.40% | 0.00% |
Nondeductible expenses | 0.00% | 0.10% |
Impact of change in federal tax rate | 0.00% | (124.60%) |
Withholding taxes | (0.10%) | (0.20%) |
Other | 0.40% | (3.50%) |
Income tax provision | (0.10%) | (0.20%) |
Income Taxes - Summary of Compa
Income Taxes - Summary of Company's Deferred Tax Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 42,097 | $ 37,498 |
Unearned revenue | 26 | 783 |
Stock-based compensation | 2,855 | 2,273 |
Accrued payroll and benefits | 255 | 51 |
Research and development credits | 171 | 171 |
Fixed asset basis difference | 114 | 128 |
Inventory reserve | 508 | 396 |
Charitable contributions | 3 | 3 |
Total deferred tax assets | 46,029 | 41,303 |
Deferred tax liabilities: | ||
Common stock warrant liabilities | (1,529) | 0 |
Total deferred tax liabilities | (1,529) | 0 |
Less valuation allowance | (44,500) | (41,303) |
Net deferred tax assets | $ 0 | $ 0 |
Retirement Benefits - Additiona
Retirement Benefits - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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, 2018 | Dec. 31, 2017 | |
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 1,464 | $ 4,026 |
United States | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 1,168 | 1,588 |
India | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 90 | 1,064 |
Africa | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 115 | 315 |
France | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 220 | |
Canada | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 91 | 181 |
China | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | 586 | |
Belgium | ||
Revenues From External Customers And Long Lived Assets [Line Items] | ||
Total revenues | $ 72 |
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, 2018 | Dec. 31, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Antidilutive securities not included in the diluted per share calculations, amount | 3,352,947 | 354,974 |
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 | 530,044 | 288,129 |
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 | 2,822,903 | 66,845 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 29,000 | $ 29,000 |
John Sperling Foundation [Member] | ||
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 29,000 | |
John Sperling Revocable Trust [Member] | ||
Related Party Transaction [Line Items] | ||
Royalty fees due | $ 29,000 |