Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 27, 2018 | Jun. 30, 2017 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | BIOA | ||
Entity Registrant Name | BioAmber Inc. | ||
Entity Central Index Key | 1,534,287 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 129,450,655 | ||
Entity Public Float | $ 94.2 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
Product sales | $ 14,942,960 | $ 8,272,497 | $ 2,171,952 |
Cost of goods sold excluding depreciation and amortization | 22,323,456 | 13,666,937 | 2,612,780 |
Operating expenses | |||
General and administrative | 12,350,450 | 9,457,914 | 10,594,302 |
Research and development, net | 5,467,197 | 7,195,138 | 20,285,608 |
Sales and marketing | 1,938,687 | 2,914,973 | 4,002,156 |
Depreciation of property and equipment and amortization of intangible assets | 5,089,934 | 4,843,164 | 1,080,440 |
Impairment loss and write-off of property and equipment and of intangible assets (Note 2, 5 and 6) | 77,579,652 | 1,141,000 | |
Foreign exchange loss (gain), net | 206,888 | (175,659) | 984,324 |
Operating expenses | 102,632,808 | 24,235,530 | 38,087,830 |
Operating loss | (110,013,304) | (29,629,970) | (38,528,658) |
Amortization of deferred financing costs and debt discounts | 2,643,848 | 3,311,641 | 1,077,608 |
Financial (income) charges, net (Note 10) | (9,479,741) | (750,083) | 1,589,080 |
Grant income (Note 9) | (359,220) | (4,046,532) | |
Gain on debt extinguishment, net (Note 8) | (745,510) | ||
Equity participation in losses of equity method investment (Note 3) | 229 | 646 | |
Other expense (income), net | 32,360 | 199,820 | (21,565) |
Loss before income taxes | (102,105,041) | (28,345,045) | (41,174,427) |
Income (recovery) taxes (Note 14) | 81,735 | 25,646 | (3,786) |
Net loss | (102,186,776) | (28,370,691) | (41,170,641) |
Net loss attributable to: | |||
BioAmber Inc. shareholders | (98,151,473) | (22,478,081) | (37,225,878) |
Non-controlling interest | (4,035,303) | (5,892,610) | (3,944,763) |
Net loss | $ (102,186,776) | $ (28,370,691) | $ (41,170,641) |
Net loss per share attributable to BioAmber Inc. shareholders - basic | $ (2.34) | $ (0.78) | $ (1.52) |
Weighted-average number of common shares outstanding - basic | 41,948,030 | 28,665,645 | 24,499,970 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Comprehensive Income Net Of Tax [Abstract] | |||
Net loss | $ (102,186,776) | $ (28,370,691) | $ (41,170,641) |
Foreign currency translation adjustment | 5,134,227 | 3,691,538 | (15,083,129) |
Total comprehensive loss | (97,052,549) | (24,679,153) | (56,253,770) |
Total comprehensive loss attributable to: | |||
BioAmber Inc. shareholders | (95,606,326) | (19,885,205) | (47,750,298) |
Non-controlling interest | (1,446,223) | (4,793,948) | (8,503,472) |
Total comprehensive loss | $ (97,052,549) | $ (24,679,153) | $ (56,253,770) |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and Cash equivalents | $ 4,631,670 | $ 16,160,017 |
Accounts receivable | 4,864,705 | 986,935 |
Inventories (Note 4) | 4,823,346 | 4,497,640 |
Prepaid expenses and deposits | 541,264 | 311,654 |
Valued added tax, income taxes and other receivables | 386,888 | 568,510 |
Restricted cash (Note 13) | 8,896,796 | |
Total current assets | 15,247,873 | 31,421,552 |
Property and equipment, net (Note 5) | 49,461,250 | 121,628,272 |
Investment in equity method and cost investments (Note 3) | 446,806 | 446,806 |
Intangible assets, net (Note 6) | 4,035,533 | 6,126,687 |
Goodwill | 625,364 | |
Restricted cash | 298,800 | 558,150 |
Deferred financing costs | 23,633 | 523,634 |
Total assets | 69,513,895 | 161,330,465 |
Current liabilities | ||
Accounts payable and accrued liabilities (Note 7) | 6,153,416 | 6,021,974 |
Income taxes payable (Note 14) | 221,908 | 115,210 |
Deferred revenue | 1,371,575 | |
Warrants financial liability (Note 13) | 14,496,796 | |
Short-term portion of long-term debt (Note 8) | 4,920,221 | 23,299,398 |
Total current liabilities | 11,295,545 | 45,304,953 |
Long-term debt (Note 8) | 32,695,533 | 29,032,087 |
Warrants financial liability (Note 13) | 3,439,544 | 739,546 |
Other long-term liabilities | 230,578 | 247,292 |
Total liabilities | 47,661,200 | 75,323,878 |
Commitments and contingencies (Note 11) | ||
Redeemable non-controlling interest (Note 12) | 0 | 37,515,687 |
Equity | ||
Common stock: $0.01 par value per share; 250,000,000 authorized, 52,114,923 and 30,612,733 issued and outstanding at December 31, 2017 and December 31, 2016, respectively | 521,149 | 306,127 |
Additional paid-in capital | 352,335,814 | 280,819,681 |
Warrants | 474,497 | 697,242 |
Accumulated deficit | (318,919,451) | (220,767,978) |
Accumulated other comprehensive loss | (12,559,314) | (12,564,172) |
Total BioAmber Inc. shareholders’ equity | 21,852,695 | 48,490,900 |
Total liabilities and equity | $ 69,513,895 | $ 161,330,465 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 250,000,000 | 250,000,000 |
Common stock, shares issued | 52,114,923 | 30,612,733 |
Common stock, shares outstanding | 52,114,923 | 30,612,733 |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) | Total | Common stock | Additional paid-in capital | Warrants | Accumulated deficit | Accumulated other comprehensive loss |
Balance at Dec. 31, 2014 | $ 56,075,535 | $ 218,360 | $ 220,460,559 | $ 1,093,263 | $ (161,064,019) | $ (4,632,628) |
Balance, shares at Dec. 31, 2014 | 21,836,046 | 945,431 | ||||
Stock-based compensation (Note 13) | 4,790,608 | 4,790,608 | ||||
Issuance of shares, net of issuance costs | 32,780,069 | $ 39,000 | 32,741,069 | |||
Issuance of shares, shares | 3,900,000 | |||||
Warrants exercised/expired /cancelled | 252,913 | $ 4,054 | 594,047 | $ (345,188) | ||
Warrants exercised/expired /cancelled, shares | 405,370 | (454,195) | ||||
Stock options exercised | 206,291 | $ 403 | 205,888 | |||
Stock options exercised, shares | 40,337 | |||||
Net loss | (37,225,878) | (37,225,878) | ||||
Foreign currency translation | (10,524,420) | (10,524,420) | ||||
Balance at Dec. 31, 2015 | 46,355,118 | $ 261,817 | 258,792,171 | $ 748,075 | (198,289,897) | (15,157,048) |
Balance, shares at Dec. 31, 2015 | 26,181,753 | 491,236 | ||||
Stock-based compensation (Note 13) | 3,579,396 | 3,579,396 | ||||
Issuance of shares, net of issuance costs | 18,264,652 | $ 43,488 | 18,221,164 | |||
Issuance of shares, shares | 4,348,750 | |||||
Warrants exercised/expired /cancelled | 66,689 | $ 622 | 116,900 | $ (50,833) | ||
Warrants exercised/expired /cancelled, shares | 62,230 | (66,885) | ||||
Stock options exercised | 110,250 | $ 200 | 110,050 | |||
Stock options exercised, shares | 20,000 | |||||
Net loss | (22,478,081) | (22,478,081) | ||||
Foreign currency translation | 2,592,876 | 2,592,876 | ||||
Balance at Dec. 31, 2016 | 48,490,900 | $ 306,127 | 280,819,681 | $ 697,242 | (220,767,978) | (12,564,172) |
Balance, shares at Dec. 31, 2016 | 30,612,733 | 424,351 | ||||
Stock-based compensation (Note 13) | 5,178,266 | 5,178,266 | ||||
Contribution by non-controlling interest (Note 12) | 36,069,465 | 38,609,754 | (2,540,289) | |||
Issuance of shares, net of issuance costs | 27,672,852 | $ 213,564 | 27,459,288 | |||
Issuance of shares, shares | 21,356,345 | |||||
Warrants exercised/expired /cancelled | $ 47,538 | $ 443 | 269,840 | $ (222,745) | ||
Warrants exercised/expired /cancelled, shares | 44,345 | (220,721) | ||||
Stock options exercised | $ 1,015 | (1,015) | ||||
Stock options exercised, shares | 101,500 | 101,500 | ||||
Net loss | $ (98,151,473) | (98,151,473) | ||||
Foreign currency translation | 2,545,147 | 2,545,147 | ||||
Balance at Dec. 31, 2017 | $ 21,852,695 | $ 521,149 | $ 352,335,814 | $ 474,497 | $ (318,919,451) | $ (12,559,314) |
Balance, shares at Dec. 31, 2017 | 52,114,923 | 203,630 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||
Net loss | $ (102,186,776) | $ (28,370,691) | $ (41,170,641) |
Adjustments to reconcile net loss to cash: | |||
Stock-based compensation | 5,178,266 | 3,579,396 | 4,790,608 |
Depreciation of property and equipment and amortization of intangible assets | 5,089,934 | 4,843,164 | 1,080,440 |
Impairment loss and write-off of property and equipment and of intangible assets | 77,579,652 | 1,141,000 | |
Amortization of deferred financing costs and debt discounts | 2,643,848 | 3,311,641 | 1,077,608 |
Disposal of fixed assets | 32,360 | 133,141 | |
Equity participation in losses of equity method investments | 229 | 646 | |
Other long-term liabilities | (33,091) | (24,893) | 42,952 |
Financial (income) charges, net (Note 10) | (13,158,021) | (5,994,381) | (1,747,176) |
Gain on debt extinguishment (Note 8) | (745,510) | ||
Grant income | (359,220) | (4,046,532) | |
Write-off of deferred financing costs | 500,000 | ||
Changes in operating assets and liabilities | |||
Change in accounts receivable | (3,674,594) | (5,026) | (581,072) |
Change in restricted cash | 305,100 | ||
Change in inventories | 32,370 | (2,769,182) | (8,055) |
Change in prepaid expenses and deposits | (209,691) | 315,274 | 124,520 |
Change in deferred revenues | (1,380,010) | 1,380,237 | |
Change in value added tax, income taxes and other receivables | 202,206 | 72,100 | 2,323,382 |
Change in accounts payable to ARD | (983,465) | ||
Change in accounts payable and accrued liabilities | 34,882 | (10,040,350) | 1,710,534 |
Net cash used in operating activities | (29,789,075) | (37,615,873) | (32,198,719) |
Cash flows from investing activities | |||
Acquisition of property and equipment and intangible assets, net of sales of assets | (811,241) | (667,978) | (64,390,137) |
Capital investment in equity method and cost investments (Note 3) | (412,433) | ||
Net cash used in investing activities | (811,241) | (667,978) | (64,802,570) |
Cash flows from financing activities | |||
Deferred financing costs | (82,060) | (1,706,607) | (1,144,394) |
Issuance of long-term debt (Note 8) | 26,929,000 | 21,967,288 | |
Repayment of long-term debt (Note 8) | (19,048,420) | (15,312,402) | (16,058,642) |
Government grants (Note 9) | 1,108,262 | 7,946,840 | |
Net proceeds from issuance of common shares | 37,978,408 | 18,479,621 | 33,280,167 |
Proceeds from issuance of shares by a subsidiary (Note 12) | 17,726,000 | 8,896,696 | |
Net cash provided by financing activities | 18,847,928 | 47,223,874 | 54,887,955 |
Foreign exchange impact on cash | 224,041 | 246,403 | (1,955,827) |
(Decrease) increase in cash | (11,528,347) | 9,186,426 | (44,069,161) |
Cash and cash equivalents, beginning of period | 16,160,017 | 6,973,591 | 51,042,752 |
Cash and cash equivalents, end of period | 4,631,670 | 16,160,017 | 6,973,591 |
Non-cash transactions: | |||
Deferred financing costs related to the public offering not yet paid | 71,712 | 265,885 | |
Construction in-progress costs and fixed assets not yet paid | 87,994 | 120,870 | 8,290,288 |
Amortization of debt discounts capitalized to Fixed Assets | 2,002,278 | ||
Interest paid | $ 2,279,732 | $ 2,746,874 | $ 2,943,000 |
Description of the business
Description of the business | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Description of the business | 1. Description of the business BioAmber Inc. (the “Company” or “BioAmber”) is a bio-based chemicals company. BioAmber’s goal is to develop commercially viable, intellectual property (“IP”) protected technologies that use industrial biotechnology to produce chemical building blocks in fermentation broth, and subsequently use chemical processing to isolate and purify the building blocks from the broth and transform them into a range of value added chemicals. The Company was incorporated in the State of Delaware in October 2008 and was established as the result of the spin-off of certain assets from Diversified Natural Products, Inc. (“DNP”). These assets consisted principally of an intellectual property portfolio, which pertained to the production of succinic acid from renewable feedstock and was used in selected applications and derivative products. In September 2010, the Company acquired the 50% interest in its joint venture Bioamber S.A.S. that it did not already own. Concurrent with this acquisition, the Company changed its name from DNP Green Technology, Inc. to BioAmber Inc. and changed its fiscal year end from June 30 to December 31. Bioamber S.A.S. had been wholly owned by the Company until its liquidation in December 2014. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | 2. Summary of significant accounting policies Basis of presentation and going concern These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and comprise the financial position and results of operations of BioAmber Inc., and all its subsidiaries, which include BioAmber Canada Inc., Sinoven Biopolymers Inc. and BioAmber Sarnia Inc (“BioAmber Sarnia”). Intercompany balances and transactions have been eliminated upon consolidation. The Financial Accounting Standards Board (“FASB”) sets GAAP to ensure financial condition, results of operations and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“FASB ASC”). The Company started its commercial operations at the end of 2015, and is currently ramping-up the production at its Sarnia facility. Therefore, the Company incurred recurring losses from its past activities since inception. As of December 31, 2017, the Company had successful ramp-up of the commercial-scale manufacturing of the Sarnia facility further advancing the Company’s existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure gaining market acceptance for its bio-succinic acid, its derivative products and other building block chemicals, In the event that the Company would not achieve its expected growth rate, the Company will be required to raise additional equity capital within the next year from its financial statements issuance, in order to continue the production and commercialization of its succinic acid and to continue to fund operations at the current cash expenditure levels. BioAmber cannot be certain that additional funding will be available on acceptable terms, or at all. If BioAmber is unable to raise additional capital or obtain debt when required or on acceptable terms, BioAmber may have to reduce or delay incurring operating expenses as deemed appropriate in order to conserve cash. Our consolidated financial statements as of December 31, 2017 have been prepared under the assumption that we will continue as a going concern for the next twelve months. Our ability to continue as a going concern is dependent upon our ability to generate additional revenue, attain further operating efficiencies, obtain additional equity or debt financing or to reduce expenditures. Our consolidated financial statements as of December 31, 2017 did not include any adjustments that might result from the outcome of this uncertainty. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of significant management estimates include fair value determination of assets, liabilities, impairment and useful lives of intangible assets and property and equipment, goodwill impairment, income taxes, stock-based compensation and fair value of certain debt and equity instruments. Fair value of financial instruments The Company applies FASB ASC 820, Fair Value Measurement There are three levels within the hierarchy that may be used to measure fair value: Level 1 — A quoted price in an active market for identical assets or liabilities. Level 2 — Significant pricing inputs are observable inputs, which are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Level 3 — Significant pricing inputs are unobservable inputs, which are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value measurements level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values. Foreign currencies The functional currency of BioAmber Inc. and Sinoven Biopolymers Inc. (“Sinoven”) is the United States dollar, whereas for BioAmber Canada Inc. and BioAmber Sarnia Inc. the functional currency is the Canadian dollar and for Bioamber S.A.S. it was the Euro. The assets and liabilities of BioAmber Canada Inc. and BioAmber Sarnia Inc. are translated into United States dollars using period-end exchange rates, while revenues and expenses are translated at average exchange rates prevailing during the period. The assets and liabilities for BioAmber S.A.S. were translated into Unites States dollars on the date of the liquidation of BioAmber S.A.S. into BioAmber Inc. on December 29, 2014. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). All foreign currency transaction gains and losses resulting from transactions denominated in foreign currencies are recorded as foreign exchange (gain) loss in the consolidated statements of operations. Cash equivalents The Company recognizes cash equivalents as highly liquid investments with an original maturity of three months or less at date of purchase. Restricted Cash Cash amounts that are restricted to withdrawal or usage are presented as restricted cash. As of December 31, 2017 and 2016, the Company had $298,800 and $558,150, respectively, of restricted cash held in an escrow account as a guarantee to a long-term supply agreement. As part of our December 2016 public offering, we issued a warrant to purchase an aggregate of 2,224,199 shares of common stock, for a total of $4.00 per underlying share. The gross proceeds of $8.9 million, was presented as current restricted cash as of December 31, 2016. This amount was held in escrow until it got automatically exercised following our TSX listing in April 2017, within the 120 days term of the warrants. On April 28, 2017, the Special Warrant was automatically exercised for 2,224,199 common shares following the issuance of a receipt for the Company’s final prospectus qualifying the underlying shares by the British Columbia Securities Commission. The proceeds of the Special Warrant, recorded as restricted cash in the current assets of the consolidated balance sheet as of December 31, 2016, were released from the escrow concurrently with the deemed automatic exercise of the Special Warrant. Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company believes it is not exposed to significant credit risk related to cash, cash equivalents and accounts receivable. As of December 31, 2017 and 2016, the Company did not have any provision for doubtful accounts. Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Prior to the Company having any customer orders for sample product, all production and development costs were expensed as part of the Company’s research and development efforts. Cost of goods sold Cost of goods sold includes costs directly associated with finished goods production, such as direct materials, direct labor, utilities and certain plant overhead and logistic costs. Cost of goods sold also included, for the year ended December 31, 2016, abnormal production costs from the Sarnia facility production volume ramp-up. Property and equipment Property and equipment are recorded at cost and are amortized over their estimated useful lives using the straight-line method over the following periods: Building 40 years Furniture and Fixtures 5-8 years Machinery and Equipment 5-20 years Computers, Office Equipment and Peripherals 3-7 years Leaseholds improvements are amortized over the shorter of the related lease terms or their estimated useful lives. Costs related to repairs and maintenance of property and equipment are expensed in the period in which they are incurred. Upon sale or disposal, the Company writes off the cost of the asset and the related amount of accumulated depreciation. The resulting gain or loss is included in the consolidated statement of operations. Assets in the course of construction are classified as construction in-progress and are carried at cost, net of grants received and any recognized impairment loss. They consist of expenditures directly related to building the manufacturing facility in Sarnia, Ontario. For qualifying assets, cost includes capitalized borrowing costs. Business combinations The Company accounts for acquired businesses using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations Intangible assets Computer software and license are recorded at cost and are depreciated over their estimated useful lives of between 2 and 5 years using the straight-line method. Costs incurred in obtaining definite-life patents and licenses are capitalized and amortized on a straight-line basis over their estimated useful lives, generally between 5 and 18 years. As required by FASB ASC 805, acquired in-process research and development (IPR&D) through business combinations is accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Therefore, such assets are not amortized but are tested for impairment at least annually. Once the research and development activities are deemed to be substantially complete, the assets will be amortized over the related product’s useful life. If the project is abandoned, the assets will be written off if they have no alternative future use. The Company reviews its portfolio of patents and acquired in-process research and development taking into consideration events or circumstances that may affect its recoverable value. To test indefinites-lives intangible assets for impairment in accordance with FASB ASC 350- Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment Goodwill Goodwill represents the excess purchase price over the estimated fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized, but is reviewed for impairment on an annual basis, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, using a discounted cash flow model. The Company’s goodwill is attributed to its one reporting unit. The Company has selected December 31 as the date to perform its annual impairment test. In testing for impairment of its goodwill, the Company may first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test described below. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. If the quantitative impairment test is required, the Company must make assumptions regarding estimated future cash flows to be derived from the reporting unit. Until December 31, 2016, the performance of the test involved a two-step process. The first step of the impairment test involved comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would have performed the second step of the goodwill impairment test to determine the amount of the impairment loss. In calculating the fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the reporting unit over the amount assigned to its other assets and liabilities is the fair value of goodwill. An impairment loss would have been recognized when the carrying amount of goodwill exceeded its fair value. There was no impairment of goodwill recorded for the years ended December 31, 2016 and 2015. Effective January 1, 2017, the Company has early adopted ASU 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Pursuant to the amended guidance, instead of performing the second step as described above, the amount of goodwill impairment is measured as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. As at December 31, 2017, when conducting the goodwill impairment test, the Company concluded that the carrying value of its reporting unit was significantly in excess of the fair value, in particular in light of the sustained and significant excess of the net book value of the Company over its market capitalization at that date. Consequently, the goodwill has been considered impaired and written off in its entirety. Asset retirement obligation Management assesses the potential asset retirement obligation upon acquisition of its assets or entering into lease arrangements. If a reasonable estimate of the fair value of the liability can be made, the Company recognizes the retirement obligation. During the year ended December 31, 2016, the Company paid $180,000 for the cost of restoring the premises on the termination date of its leased premises in Plymouth, USA, which was previously accrued over 4 years in the other long-term liabilities on the consolidated balance sheet. Long-lived asset impairment We assess the fair value of our long-lived assets in accordance with FASB ASC 360, Property, Plant, and Equipment. At the end of each reporting period, we evaluate whether there is objective evidence of events or changes in business conditions which suggest that an asset may be impaired. In such cases we determine the recoverable amount based upon forecasted, undiscounted cash flows which the assets are expected to generate and the net proceeds expected from their sale at the end of the forecast period. If the carrying amount exceeds the undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset to its carrying value and the difference is recorded in the period that the impairment indicator occurs. During the closing of our quarter ended December 31, 2017, we observed that our sales level was lower than our forecast and we expected undiscounted future cash flows to be lower than the carrying value of the Property and equipment and intangible assets related to the Sarnia plant. Given that the carrying value of the plant in Sarnia may not be recoverable, the Company estimated the fair value of the asset group and compared it to its carrying value. Potential impairment exists if the estimated undiscounted future net cash flows for a given asset group is less than the carrying amount of the asset group. The impairment expense is determined by comparing the estimated fair value with the carrying value of the related asset, and any excess amount by which the carrying value exceeds the fair value is recorded as an impairment expense in the period. At December 31, 2017, the estimated fair value of the plant in Sarnia of $47 million was determined using the market approach, which represents a level 2 in the fair value measurement hierarchy. Our fair value estimates required us to use significant other observable inputs including assumptions related to cost of sales, among others. Accordingly, an accelerated depreciation expense of $77 million was recorded in 2017, of which $75.1 million for property and equipment (see note 5) and $1.9m for intangible assets (see note 6), as the carrying value of the Sarnia plant assets of $125 million was greater than its then estimated fair value. All other assets groups were determined to be recoverable in 2017. Government grants The Company has entered into arrangements to receive government grants that relate primarily to the construction of facilities. Government grants are recognized when there is reasonable assurance that the grant will be received and that the conditions of the grant have been complied with. Government grants received in advance of complying with the conditions of the grant are deferred until all conditions are met. Government grants related to property and equipment are included in the balance sheet as a reduction of the cost of the asset and result in reduced depreciation expense over the useful life of the asset. Government grants that relate to expenses are recognized in the statement of operations as a reduction of the related expense or as a component of other income. Warrants financial liability The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in FASB ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity The liability is presented as warrants financial liability in the consolidated balance sheets, and changes in the fair value of the warrants are reflected in the consolidated statements of operations as part of financial charges (income), net. Redeemable non-controlling interest Redeemable non-controlling interest were classified in temporary equity on the Company’s consolidated balance sheets, at the greater of the carrying value or the redemption value, in accordance with FASB ASC 480-10-S99. Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the ordinary course of the Company’s activities. Revenue is presented net of discounts. Revenue is recognized when persuasive evidence of an arrangement exists, the fee is determinable, collectability is reasonably assured and delivery has occurred, which for product revenue is at the time of transfer of title. The Company’s revenues represent sales of bio-succinic acid to a limited number of customers. During the year ended December 31, 2017, 58% of sales were to a single customer. During the year ended December 31, 2016, 71% of sales were to the same single customer. Net loss per share The Company computes net loss per share in accordance with FASB ASC 260, Earnings per share Research and development expenses In accordance with FASB ASC 730, Research and Development Deferred financing costs Costs incurred to secure financing are deferred until proceeds are received, which are being treated as debt issuance costs. Debt issuance costs Debt issuance costs consist of costs incurred in obtaining debt and are amortized over the term of the financing on a straight-line basis, which approximates the effective interest method. These costs are recorded as a direct deduction from the carrying amount of the related debt liability on the consolidated balance sheets. Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. If active development is interrupted for an extended period, capitalization is suspended. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are expensed in the period in which they are incurred. Stock-based compensation The Company accounts for its stock-based compensation expense in accordance with FASB ASC 718, Compensation—Stock Compensation The Company recognizes stock-based compensation for awards to employees based on the estimated fair value of the awards granted. The fair value method requires the Company to estimate the fair value of stock-based awards on the date of grant using an option pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to employees, and the requisite fair value is recognized as expense on a straight-line basis over the service period of the award. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to non-employees. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. The Black-Scholes option pricing model requires the following inputs: expected life, expected volatility, risk-free interest rate, expected dividend yield rate, exercise price and closing price of the Company’s common stock on the date of grant. Due to the Company’s limited history of grant activity, the Company calculates its expected term utilizing the “simplified method” permitted by the Securities and Exchange Commission (“SEC”), which is the average of the total contractual term of the option and its vesting period. The Company calculates its expected volatility rate from the historical volatilities of selected comparable public companies within its industry, due to a lack of historical information regarding the volatility of the Company’s stock price. The Company will continue to analyze the historical stock price volatility assumption as more historical data for its common stock becomes available. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of grant for zero coupon US Treasury notes with maturities similar to the option’s expected term. The expected dividend yield was assumed to be zero, as the Company has not paid, nor does it anticipate paying, cash dividends on shares of its common stock. The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. Environmental liabilities The nature of the Company’s operations requires compliance with environmental laws and regulations set by the governmental authorities in the jurisdictions in which the Company operates. It will develop policies and practices for the remediation of the effects of release or disposal of materials at its locations. Any resulting environmental liabilities will be recorded when they are probable and management can reliably estimate their amount. As of December 31, 2017, and each prior balance sheet date presented, no environmental liabilities have been identified. Income taxes The Company calculates its income tax charge on the basis of the tax laws enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income, in accordance with FASB ASC 740, Income Taxes Income taxes in the consolidated statements of operations consist of federal, state and foreign jurisdictions income taxes related to the Company and its subsidiaries. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to temporary differences arising from assets and liabilities whose basis are different for financial reporting and income tax purposes. Deferred taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and net operating losses, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts on the financial statements of assets and liabilities and their tax basis. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. The amount of the valuation allowance is based on the Company’s best estimate of the recoverability of its deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance. The Company follows guidance for income taxes, which prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. The Company accounts for interest and penalties related to uncertain tax positions, if any, as part of tax expense unless it is associated with intercompany profits. The Company recognizes interest and penalties related to uncertain tax positions associated with intercompany profits as prepaid tax expense. This asset is amortized over the life of the assets involved in the intercompany sale. The Company recorded no interest and penalties during the year ended December 31, 2017, December 31, 2016 and 2015 respectively. Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as one segment. The chief operating decision-makers are the Chief Executive Officer and the Chief Financial Officer. Recently adopted accounting pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. The Company adopted this guidance on January 1, 2017 and made an accounting policy election to account for forfeitures as they occur, the impact of which is generally consistent with the Company’s current forfeiture estimate. There was no cumulative-effect adjustment to retained earnings as of the beginning of the period in which this ASU is adopted. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory impact on In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. Effective January 1, 2017, the Company has early adopted ASU 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Pursuant to the amended guidance, instead of performing the second step, the amount of goodwill impairment is measured as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Recent accounting pronouncements not yet adopted In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue Recognition - Revenue from Contracts with Customers," which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This standard is effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption or modified retrospective adoption is permitted. We will adopt the standard using the modified retrospective method and accordingly will not restate prior periods. The Company’s current assessment is that the adoption of the standard will not have any material impact on its consolidated financial position or results of operations. The Company will adopt this standard when it becomes effective for the Company on January 1, 2018. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which among other changes in accounting and disclosure requirements, replaces the cost method of accounting for non-marketable equity securities with a model for recognizing impairments and observable price changes, and also eliminates the available-for-sale classification for marketable equity securities. Under the new guidance, other than when the consolidation or equity method of accounting is utilized, changes in the fair value of equity securities are to be recognized in earnings. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In February 2016, the FASB issued Accounting ASU 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments” to address diversity in practice on certain specific cash flow issues. The ASU will be effective for the Company for the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements and the timing of adoption. In November 2016, the FASB issued ASU 2016-18, “Restricted Cash”. The purpose of this guidance is to reduce the diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted c |
Equity and Cost Investments
Equity and Cost Investments | 12 Months Ended |
Dec. 31, 2017 | |
Equity Method Investments And Joint Ventures [Abstract] | |
Equity and Cost Investments | 3. Equity and Cost Investments In February 2010, the Company acquired 75% of the shares of common stock of Sinoven, a private company incorporated in the state of Delaware in October 2009. On February 15, 2012, BioAmber Inc., Sinoven and NatureWorks LLC (“NW”) formed AmberWorks LLC, a joint-venture ( " " The equity method of accounting is applied to this investment as the ownership structure prevents Sinoven from exercising a controlling influence over operating and financial policies of the business. Under this method, the equity in the net earnings or losses of AmberWorks is reflected as equity participation in losses of equity method investments in the Consolidated Statements of Operations. The effects of intercompany transactions with AmberWorks are eliminated, including the gross profit on sales to and purchases from the investment, until the time of sale to a third party customer. On May 6, 2014, AmberWorks made a capital distribution totaling $1,350,000, to Sinoven and NatureWorks LLC, both 50% holders of the joint venture, in proportion of their respective investments in the joint venture. This distribution was in the form of cash and was recorded as a reduction of investment. AmberWorks had total assets of $68,744 and total liabilities of nil as of December 31, 2017 and December 31, 2016. Sinoven’s share of net assets amounted to $34,372 as at those dates. On February 5, 2015, the Company invested $412,434 (CAD$ 500,000) in Comet Biorefining Inc, in a start-up private company, which represented less than 6.6% ownership interest. This investment is recorded using the cost investment method. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories December 31, December 31, 2017 2016 $ $ Finished goods 4,165,222 3,638,562 Work in progress 79,772 117,642 Raw material 414,099 567,441 Supplies and spare parts 164,253 173,995 Total 4,823,346 4,497,640 The Company recorded an inventory reserve of approximately $nil, $nil and $300,000 in the year ended December 31, 2017, 2016 and 2015 respectively. |
Property and equipment
Property and equipment | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Property and equipment | 5. Property and equipment Estimated Useful December 31, December 31, Life 2017 2016 (years) $ $ Land 284,444 265,667 Building 40 93,918,192 87,296,018 Machinery and equipment 5 - 20 38,550,795 35,655,348 Furniture and fixtures 5 - 8 120,394 114,078 Computers, office equipment and peripherals 3 - 7 194,843 184,865 Leasehold improvement 10 351,221 328,035 Construction in-progress 3,275,837 3,324,862 136,695,726 127,168,873 Less: accumulated depreciation (87,234,476 ) (5,540,601 ) Property and equipment, net 49,461,250 121,628,272 Depreciation expense is recorded as an operating expense in the consolidated statements of operations and amounted to $4,885,313, $4,631,586 and $1,012,320 for the years ended December 31, 2017, 2016 and 2015 respectively. Accelerated depreciation of $75.1 million was recorded for impairment. |
Intangible assets
Intangible assets | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Intangible assets | 6. Intangible assets December 31, December 31, 2017 2016 $ $ License with indefinite-lived 3,106,767 3,106,767 Acquired licenses with definite-lived 3,017,550 3,017,550 Computer software and licenses 404,395 384,972 Less: accumulated amortization (2,493,179 ) (382,602 ) Intangible assets, net 4,035,533 6,126,687 Amortization expense is recorded as an operating expense in the consolidated statements of operations and amounted to $204,621, $211,578 and $68,120 for the years ended December 31, 2017, 2016 and 2015 respectively. On December 11, 2014, the Company entered into a license agreement with Davy. The Company intend to use the technology licensed from Davy in a planned 100,000 metric ton per year capacity plant that will use bio-succinic acid as the feedstock to produce 70,000 metric tons of BDO and 30,000 metric tons of THF. The Company also secured the right to license the Davy technology for two additional BDO/THF plants. As of December 31, 2017, an amount of $3,106,767 was capitalized as a license fee under the Davy license. In 2010 we signed a license with Cargill granting us exclusive rights to their yeast platform for the production of bio-succinic acid that could offer lower capital costs and lower operating costs. Cargill had developed a proprietary yeast host that is very robust and capable of thriving in harsh fermentation conditions, including high tolerance to organic acids such as succinic acid, high tolerance to low pH, physical robustness to heat, agitation and processing, high glycolytic rates and the ability to grow in a simple medium with inexpensive nutrients. Cargill has a patent portfolio to protect its yeast platform. As of December 31, 2017, an amount of $3,017,550 was capitalized as a license fee under the Cargill license, against which we recorded accelerated depreciation of $1.9 million for impairment . |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Accounts payable and accrued liabilities | 7. Accounts payable and accrued liabilities Accounts payable and accrued liabilities consisted of the following: December 31, December 31, 2017 2016 $ $ Trade accounts payable 4,372,348 4,601,835 Accrued payroll and bonus 395,208 383,117 Consulting and legal fees 871,680 635,722 Accrued interest and financing fees 210,330 184,567 Other 303,850 216,733 Total 6,153,416 6,021,974 |
Long-term debt
Long-term debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Long-term debt | 8. Long-term debt Project Financing The Company entered into the following facilities to fund the construction of its manufacturing facility in Sarnia, Ontario, Canada: i) Sustainable Jobs and Investment Fund (“SJIF”) On September 30, 2011, BioAmber Sarnia and the Minister of Economic Development and Trade of Ontario, Canada (Sustainable Jobs Innovation Fund) entered into an agreement pursuant to which a loan in the amount of CAD$15 million was granted to BioAmber Sarnia, according to the following principal terms: • the loan is interest free during the first five years provided BioAmber Sarnia creates or retains an average of 31 jobs per year, calculated on an annual basis; • the loan will bear interest from the fifth anniversary date of its disbursement at an annual rate of 3.98% (or 5.98% if BioAmber Sarnia does not fully achieve the cumulative job target for the first five years); • the principal will be repayable in five annual equal installments from the sixth anniversary date of the disbursement of the loan; • the loan is secured by a guarantee from BioAmber Inc.; and • secured by (i) a general security agreement representing a valid charge on BioAmber Sarnia’s present and future accounts receivable, inventory, equipment and other personal property and (ii) a valid charge against the leasehold interest on the portion of the real property located in Sarnia Ontario, Canada and leased to BioAmber Sarnia. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was between 12% and 15%, being the interest rates a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a short-term deferred grant and subsequently reclassified to reduce the cost of construction in-progress. The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan. ii) Sustainable Chemistry Alliance (“SCA”) In November 2011, BioAmber Sarnia entered into a loan agreement with SCA in the amount of CAD$500,000. The loan was interest free until November 30, 2013, and the unpaid balance of the loan subsequently bears interest at the rate of 5% per annum compounded monthly. The principal repayment by way of 20 consecutive quarterly installments of CAD$25,000 from November 2015 to November 2020. The loan agreement was amended to increase the third party credit facilities from CAD$45 million to CAD$60 million in the aggregate in June 2014, and subsequently from CAD$60 million to CAD$67.5 million in the aggregate in March These covenants were met as of December 31, 2017.The loan agreement contains various legal and financial covenants including i) third party credit facilities which cannot exceed $45 million in the aggregate as long as any principal of the loan remains outstanding, ii) the funds are to be used for research and development expenses only and iii) dividends may not be declared or paid without the consent of the lender. The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 15%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a deferred grant, and subsequently reclassified against operating expenses during the period ended December 31, 2015 (see Note 9). The discounted loan is being accreted to its face value through a charge in the consolidated statement of operations using the effective interest method over the term of the loan. iii) Federal Economic Development Agency (“FEDDEV”) On September 30, 2011, BioAmber Sarnia and FEDDEV entered into a contribution agreement pursuant to which a loan of up to a maximum amount of CAD $12 million was granted to BioAmber Sarnia. The loan is non-interest bearing with original repayment of principal from October 2013 to October 2018 in 60 monthly installments. The repayment terms were later modified as described below. The loan agreement contains various legal and financial covenants ordinarily found in such government agency loan agreements. In addition, the following specific covenants also apply: (a) the Company will carry appropriate amounts of liability and casualty insurance during the duration of the loan agreement and; (b) the Company will not allow change of control without prior written consent of the Minister responsible for the Federal Economic Development Agency for Southern Ontario (“Minister”). These covenants were met as of December 31, 2017. On March 20, 2013, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from the period October 2013 to October 2018, to the period October 2014 to October 2019. In May 2014, the repayment of principal was subsequently amended to the period October 2015 to October 2020. In March 2017, BioAmber Sarnia agreed with FEDDEV to amend the repayment of principal from $200,000 monthly until October 2020, to $50,000 quarterly starting from January 1, 2017 to March 31, 2018, to $50,000 monthly from April 1, 2018 to March 1, 2019, to $100,000 monthly from April 1, 2019 to March 1, 2020, and to $150,000 monthly from April 1, 2020 to February 1, 2024. The Company recorded the impact of the amendments in accordance with FASB ASC 470-50, Debt Modifications and Extinguishments The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was between 12% and 15%, being the interest rates a loan with similar terms and conditions would carry. iv) Minister of Agriculture and Agri-Food of Canada (“AAFC”) On March 10, 2014, BioAmber Sarnia entered into a repayable contribution agreement in the form of a non-interest bearing loan with the Minister of Agriculture and Agri-Food of Canada in the amount of CAD$10 million for the Agri Innovation. This loan provided progressive disbursements as eligible costs were incurred for building construction, installation of equipment and start-up and commissioning of the Sarnia facility. The loan was repayable in equal, monthly installments beginning March 31, 2016 through March 31, 2026; on February 13, 2017, the Company agreed with AAFC to modify the principal repayment to have no principal repayment during the period of January 1, 2017 until January 30, 2018, and then repay in equal monthly payments commencing January 30, 2018 and coming due monthly on that day, such that the loan is fully repaid by March 31, 2025. The loan agreement contains various legal and financial covenants ordinarily found in such government agency loan agreements. These covenants were met as of December 31, 2017. The fair value of the loan was calculated using the method of the discounted future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. v) Comerica Bank, Export Development Canada and Farm Credit Canada (“EDC”) On June 20, 2014, BioAmber Sarnia signed a loan agreement with a financial consortium, comprised of Comerica Bank, Export Development Canada and Farm Credit Canada for a senior secured loan in the principal amount of CAD$20.0 million, which was disbursed on May 12, 2015. The loan’s principal was repayable in 26 equal, quarterly installments beginning on September 30, 2015., On September 26, 2017, the Company entered into a waiver and amending agreement with EDC for a principal payment holiday from January 1, 2017 until December 31, 2017. The scheduled principal repayments were modified so the revised quarterly installment shall be $962,000 from March 31, 2018 until fully repaid in December 2021. The floating interest rate per annum based on the greater of (i) the Canadian prime rate and (ii) the Canadian dealer offered rate plus 1%, in either case plus an interest spread of 5%, net of a 2.5% upfront loan fee CAD$500,000 was recorded as debt discount and is amortized over the estimated term of the loan using the effective interest method. The loan was originally recorded at the discounted amount of the future cash payments of principal and interest over the term of the loan. The discount rate used was 12%, being the interest rate a loan with similar terms and conditions would carry. The difference between the face value of the loan and the discounted amount of the loan was recorded as a grant applied as reduction of the cost of construction in-progress. BioAmber Sarnia may prepay all or a portion of the loan outstanding from and after the date of the first principal repayment, without penalty. BioAmber Sarnia’s obligations under the loan are secured by (i) a security interest on all of BioAmber Sarnia’s assets and (ii) a pledge of all the shares of BioAmber Sarnia. In addition, the Company provides the lenders with a guarantee representing 70% of the secured obligations under the loan, and Mitsui & Co., Ltd. provides a guarantee representing 30% of the secured obligations under the loan that is capped at CAD$6.0 million plus all accrued interest on the secured obligations and fees and expenses. The proceeds of the loan were used by BioAmber Sarnia to complete the construction of the Sarnia Plant and fund its startup and commissioning. The loan agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings, including in connection with the disbursement of the loan. On August 9, 2016, the loan agreement was amended, to adjust the financial covenants to require BioAmber Sarnia to maintain a minimum debt service ratio of 1.75 . On December 1, 2016, a waiver was obtained to reduce the minimum cash balance requirement from CAD$4 million to CAD$2 million until January 31, 2017. At December 31, 2017, the applicable revenue covenant and minimum cash covenant were not met. Subsequent to year end, we obtained waivers for these covenants that were not in compliance. vi) BDC Capital Inc. (“BDC”) On April 20, 2016, BDC, a wholly owned subsidiary of Business Development Bank of Canada, accepted to enter into a binding Letter of Offer of financing with BioAmber Sarnia to make a secured term loan (“BDC Loan”) of CAD$10 million to fund the working capital of the BioAmber’s Sarnia facility. The BDC Loan proceeds were received on August 10, 2016, and recorded as long-term debt, net of debt issuance costs of $ 378,108 The Loan is repayable in 59 equal, monthly installments of CAD$165,000 from April 15, 2017 until February 15, 2022, and by way of one balloon payment of CAD$265,000, payable on March 15, 2022. The BDC Loan bears interest at a fixed interest rate of 13% per annum, payable monthly on the 15 th On May 12, 2016, an amendment to the BDC Loan was signed to modify the commencement instalment repayment date from April 15, 2017 to October 15, 2017 and continuing monthly until September 15, 2022. On July 22, 2016, a second amendment was signed to modify certain debt covenants, including the term debt to tangible equity ratio of maximum of 0.85:1, and the debt service ratio of at least 1.10:1 commencing on the quarter ending December 31, 2017, and increasing to 1.50:1 for the quarter ending September 30, 2019. In addition, pursuant to this amendment, the fixed interest rate was adjusted to 14.90% per year, which can vary upon achievement of certain milestones. On July 9, 2017, the Company entered into a third amendment with BDC to modify the commencement installment repayment date from October 15, 2017 to October 15, 2018, and to modify the payment to a first instalment of $167,060 on October 15, 2018 and monthly installments of $166,660 until September 15, 2023. All applicable covenants as of December 31, 2017 have been met. vii) Bridging Finance Inc. (“Bridging”) On September 9, 2016, the Company entered into an agreement for a demand non-revolving credit facility (the “Facility”) with Bridging, and received the loan proceeds of CAD$25 million, net of 1.50% of financing fees. The proceeds were used to repay in full the outstanding principal amount of its loan with TCP and to fund general corporate expenses. The Facility was repayable at the earlier of the date of demand or September 30, 2017. The Facility bears interest at an annual interest rate of the Bank of Montreal prime rate plus 10.8%, calculated on a daily outstanding balance of the Facility and compounded monthly, payable on the last business day of each month. Subject to (i) the right of Bridging to demand the payment of the loan at any time (subject to a grace period of 15 days) or (ii) the occurrence of an event of default, the principal of the loan will be reimbursable in one lump-sum payment at its maturity date. On the occurrence of an event of default, as more fully described in the agreement, interest shall be calculated at annual rate of 21% per annum calculated and compounded as aforesaid. After April 1, 2017, the Company may prepay a portion or all of the Facility outstanding at any time, (i) without any fee or penalty upon at least 90 days prior written notice to the Lender, or (ii) with a prepayment penalty of up to 90 days of interest if the Company provides the lender with a prepayment notice of less than 90 days. The loan obligations are secured by a security interest on substantially all of the Company’s assets (subject to certain exceptions), including its intellectual property, but excluding certain identified licenses from third parties and its equity interest in its subsidiary, BioAmber Sarnia Inc. On January 27, 2017, the Company paid off and terminated its facility agreement with Bridging. The Company reimbursed the CAD$ 25 million principal owed, as well as accrued and unpaid interest and fees. The balance of unamortized debt discount of $528,206 was written-off and recorded as loss on debt extinguishment during the three months ended March 31, 2017. As a result of the repayment, Bridging is required to terminate its security interest in the corporate level assets of the Company, according to the terms contained in the facility agreement, which was not terminated by Bridging as of December 31, 2017, as a result of its pending litigation with the Company. Refer to PART II—OTHER INFORMATION The balance of the outstanding long term debt is as follows: December 31, December 31, 2017 2016 $ $ Sustainable Chemistry Alliance: Face value (CAD $340,519) 271,326 327,835 Less: debt discount (192,757 ) (180,032 ) Amortization of debt discount 161,513 130,774 Less: short-term portion of debt (99,600 ) (74,420 ) 140,482 204,157 Sustainable Jobs and Investment Fund: Face value (CAD $15,000,000) 11,952,000 11,163,000 Less: debt discount (5,475,661 ) (5,114,190 ) Amortization of debt discount 3,073,207 1,846,954 9,549,547 7,895,764 Federal Economic Development Agency: Face value (CAD $8,850,000) 7,051,680 6,697,800 Less: debt discount (3,393,159 ) (3,169,163 ) Less: short-term portion of debt (358,560 ) (1,786,080 ) Gain on debt extinguishment (2,002,587 ) (601,616 ) Amortization of debt discount 2,964,435 2,313,885 4,261,809 3,454,826 Minister of Agriculture and Agri-Food Canada: Face value (CAD $9,074,074) 7,230,222 6,883,850 Less: debt discount (3,781,712 ) (3,532,065 ) Amortization of debt discount 1,365,272 836,234 Less: short-term portion of debt (997,272 ) (744,200 ) 3,816,511 3,443,819 EDC: Face value (CAD $15,384,615) 12,258,462 11,449,231 Less: debt discount (1) (3,145,841 ) (2,863,751 ) Amortization of debt discount (1) 1,612,346 1,006,724 Less: short-term portion of debt (3,066,086 ) (2,289,846 ) 7,658,880 7,302,358 BDC: Face value (CAD $10,000,000) 7,968,000 7,442,000 Less: debt discount (2) (394,443 ) (368,403 ) Amortization of debt discount (2) 93,450 25,945 Less: short-term portion of debt (398,703 ) (368,379 ) 7,268,304 6,731,163 Bridging: Face value (CAD $25,000,000) — 18,605,000 Less: debt issuance cost — (627,069 ) Amortization of debt issuance cost — 58,542 Less: short-term portion of debt — (18,036,473 ) — — Long-term debt, net 32,695,533 29,032,087 [1] Includes deferred debt financings costs of $1,275,878 as of December 31, 2017, and amortization of debt financing costs of $477,108, as a result of the retrospective adoption of Accounting Standard Update (ASU) 2015-03 on January 1,2016. Prior to the ASU adoption, deferred debt issuance costs were presented in deferred financing costs. [2] Includes deferred debt financings costs of as of December 31, 2017, and amortization of debt financing costs of $93,450. The principal repayments of the outstanding loans payable are as follows: SCA SJIF FEDDEV AAFC EDC BDC Total $ $ $ $ $ $ $ January 2018 - December 2018 99,600 — 358,560 997,272 3,066,086 398,703 4,920,221 January 2019 - December 2019 79,680 2,390,400 836,640 997,272 3,066,086 1,593,536 8,963,614 January 2020 - December 2020 92,046 2,390,400 1,314,720 997,272 3,066,086 1,593,536 9,454,060 January 2021 - December 2021 — 2,390,400 1,434,240 997,272 3,060,204 1,593,536 9,475,652 January 2022 and thereafter — 4,780,800 3,107,520 3,241,134 — 2,788,689 13,918,143 Total 271,326 11,952,000 7,051,680 7,230,222 12,258,462 7,968,000 46,731,690 |
Deferred Grants
Deferred Grants | 12 Months Ended |
Dec. 31, 2017 | |
Receivables [Abstract] | |
Deferred Grants | 9. Deferred Grants As of December 31, 2016, the Company has received the following grants: a) Sustainable Development Technology Canada (SDTC) Grant from SDTC to BioAmber Sarnia in the amount of CAD$14.5 million with progressive disbursements according to the terms of the agreement and milestones. The grant is non-reimbursable by BioAmber Sarnia except upon the occurrence of certain events of default defined in the agreement. Milestone I, II a) and II b) were fulfilled on or prior to December 31, 2014. On May 26, 2015, BioAmber Sarnia completed Milestone III and received the advance on Milestone IV of CAD$ 4,769,354. The Milestone III was reclassified from deferred grants reducing the cost of construction in-progress and the advance on Milestone IV, for the Commissioning, Start-up and Optimization of the manufacturing facility, was recorded as a deferred grant. During the three months ended September 30, 2016, the Milestone IV was completed and reclassified from deferred grant to grant income, and the remaining 10% holdback of CAD$ 1,451,365 b) Sustainable Chemistry Alliance (SCA) The loan received from the SCA was to be used for maintenance and operation of the Company’s facility, staff salaries and commercialization costs. As the loan bears a below market interest rate, it has been originally recorded at a discount and a portion of the proceeds has been recorded as a deferred grant. The expenses for which the loan was received were incurred in the year ended December 31, 2015, and as a result, the deferred grant was reclassified as a reduction of such expenses. |
Financial charges (income)
Financial charges (income) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instruments [Abstract] | |
Financial charges (income) | 10. Financial charges (income) Year Ended December 31 2017 2016 2015 $ $ $ End of term charge on long-term debt (Note 8 vii) — 1,032,937 1,029,563 Interest on long-term debt 2,298,354 2,898,238 2,521,226 Revaluation of the warrants financial liability (Note 13) (13,158,021 ) (5,892,360 ) (2,261,959 ) Issuance costs of the warrants financial liability 1,455,619 638,813 — Other interest (income) charge, net (75,693 ) 572,289 300,250 Total financial (income) charges, net (9,479,741 ) (750,083 ) 1,589,080 |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and contingencies | 11. Commitments and contingencies Leases The Company leases its premises and other assets under various operating leases. Future lease payments aggregate $787,989 as at December 31, 2017 and include the following future amounts payable: December 31, 2017 $ 2018 172,071 2019 167,609 2020 180,225 2021 189,236 2022 78,848 Thereafter — Royalties The Company has entered into exclusive license agreements that provide for the payment of royalties in the form of up-front payments, minimum annual royalties, and milestone payments. The Company has the right to convert such exclusive agreements into non-exclusive agreements without the right to sublicense and without the obligation to pay minimum royalties. As of December 31, 2017, the Company has commitments related to royalty payments as follows: December 31, 2017 $ 2018 1,500,000 2019 1,200,000 2020 1,200,000 2021 1,200,000 2022 1,200,000 Thereafter 7,800,000 The Company has such contractual agreements with the following partners: Cargill Inc., Davy, Reverdia and Mitsubishi Chemical Corporation. The royalties which the Company owes are in return for the use or development of proprietary tools, patents and know-how and the actual expenses incurred amounted to a total of $1.5 million, $1.8 million and $2.3 million for the years ended December 31, 2017, 2016 and 2015 respectively. Purchase Obligations BioAmber Sarnia has entered into a steam supply agreement with Arlanxeo (former LANXESS Inc), under which, BioAmber Sarnia has agreed to pay a Monthly Take or Pay fee during the term of the contract, which will vary upon the natural gas price index. An amount of CAD$375,000 or $298,781 when converted into U.S. dollars as of December 31, 2017 is held in an escrow account as a guarantee for the supply agreement. BioAmber Sarnia has also entered into a service agreement with Arlanxeo under which minimum yearly payments are required. As of December 31, 2017, BioAmber Sarnia has commitments related to purchase obligations and service payments as follows: December 31, 2017 $ 2018 2,134,829 2019 2,382,567 2020 2,382,567 2021 2,382,567 2022 2,382,567 Thereafter 943,351 A payment of $4.0 million ($CAD 5.0 million) was made during the year-ended December 31, 2017 under those agreements. Litigation On March 18, 2017, a putative securities class action lawsuit was filed against the Company and Messrs. Huc, Orecchioni and Saucier in federal district court in New York alleging violations of the U.S. Exchange Act and the U.S. Securities Act. The complaint principally alleges that the prospectus for our January 2017 follow-on public offering failed to disclose the postponement of a large customer order. On June 6, 2017, the Court appointed a lead plaintiff and lead counsel. On August 7, 2017, the lead plaintiff filed an amended complaint. The amended complaint names the Company, and Messrs. Huc and Saucier as defendants (Mr. Orecchioni was dropped as a defendant). The amended complaint alleges violations of the U.S. Exchange Act. There are no U.S. Securities Act claims alleged in the amended complaint. The amended complaint is premised on allegedly false and misleading Q4 2016 and FY 2016 revenue projections set forth in the prospectuses for our December 2016 and January 2017 public offerings. On October 6, 2017, defendants filed a motion to dismiss the amended complaint. The Company believes the suit is without merit and intends to continue to vigorously defend it. From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any litigation that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows. The Company believes that possible losses are remote. |
Redeemable non-controlling inte
Redeemable non-controlling interest | 12 Months Ended |
Dec. 31, 2017 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Redeemable non-controlling interest | 12. Redeemable non-controlling interest On January 24, 2014, the Company signed an amended and restated joint venture agreement (the “Amended JV Agreement”) with Mitsui & Co. Ltd. related to the Sarnia joint venture. Under the Amended JV Agreement, Mitsui invested an additional $8.1 million (CAD$9 million) on January 29, 2014 in BioAmber Sarnia. The Amended JV Agreement also revised each party’s rights and obligations under the buy/sell provisions of the Agreement, including a put option exercisable at Mitsui’s sole discretion that requires the Company to purchase Mitsui’s equity for a purchase price of 50% of Mitsui’s equity in the joint venture. During the year ended December 31, 2015, Mitsui invested an additional $8.9 million (CAD$11.1 million). On February 15, 2016, the Company signed a second amended and restated joint venture agreement (the “Second Amended JV Agreement On March 31, 2017, BioAmber Inc. provided with additional capital contributions for an aggregate amount of CAD$8 million, which decreased Mitsui’s ownership to 38.9%. On August 1, 2017, the Company entered into a Share Purchase Agreement with Mitsui pursuant to which the Company acquired Mitsui’s entire 38.9% interest in BioAmber Sarnia, increasing its ownership stake to 100%. Pursuant to the terms of the Share Purchase Agreement, the Company’s joint venture agreement with Mitsui was terminated and, with the exception of certain obligations which survive termination, Mitsui was released from its obligations and liabilities under the joint venture agreement. Although the joint venture agreement contained a put option which would have required the Company to purchase Mitsui’s interest for a purchase price of 50% of Mitsui’s equity in the joint venture, pursuant to the terms of the Share Purchase Agreement, the purchase price paid by BioAmber for Mitsui’s 38.9% interest was CAD $1.0. As further consideration for Mitsui’s sale of its interest, the Company also entered into an Indemnity Agreement, dated August 1, 2017, pursuant to which BioAmber and, subject to the prior consents required to be obtained from its lenders, BioAmber Sarnia, have agreed to indemnify Mitsui for any payments made by Mitsui pursuant to its guarantee of our obligations under our CAD $20.0 million commercial loan agreement with EDC and BioAmber’s CAD $15.0 million loan agreement with SJIF. The Company also entered into a Security Agreement, dated August 1, 2017, pursuant to which BioAmber and, subject to the prior consents required to be obtained from its lenders, BioAmber Sarnia, pledged all of their personal property as security for our obligations under the Indemnity Agreement. In addition, the Company has agreed with Mitsui that in the event a strategic investor acquires more than 25% of BioAmber, or any investor acquires more than 25% of BioAmber Sarnia, Mitsui will be released from all liability under its guarantee obligations for the EDC Loan Agreement and the SJIF Loan Agreement. Pursuant to the Share Purchase Agreement, the members of BioAmber Sarnia’s board of directors nominated by Mitsui resigned effective August 1, 2017. On August 1, 2017, the balance of the redeemable non-controlling-interest at the Consolidated Balance Sheets was reclassified to the Company’s Additional paid-in capital and to accumulated other comprehensive loss, for a total of $36,069,464. The following table reflects the activity of the redeemable non-controlling interest: Balance, January 1, 2016 $ 24,583,636 Mitsui’s additional capital contribution 17,725,999 Net loss attributable to redeemable NCI (5,892,610 ) Accumulated other comprehensive income attributable to NCI 1,098,662 Balance, December 31, 2016 37,515,687 Net loss attributable to redeemable NCI (4,035,303 ) Accumulated other comprehensive income attributable to NCI 2,589,080 Purchase of redeemable non-controlling interest by BioAmber (36,069,464 ) Balance, December 31, 2017 (0 ) Year Ended December 31, 2017 2016 $ $ Net loss attributable to Bioamber shareholders (98,151,473 ) (22,478,081 ) Increase in Bioamber's paid-in capital for the purchase of Mitsui's common shares 38,609,755 — Net transfers from non-controlling interest 38,609,755 — Changes from net loss attributable to Bioamber shareholders and transfers from (to) non-controlling interest (59,541,718 ) (22,478,081 ) |
Share capital
Share capital | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share capital | 13. Share capital On April 10, 2013, the Company’s board of directors approved a 35-for-1 forward stock split of the Company’s outstanding common stock, with a post-split par value of $0.01 per share of common stock, which became effective May 2, 2013, upon the filing of the Company’s amended and restated certificate of incorporation. All share and per share information in the accompanying consolidated financial statements and related notes have been retroactively adjusted to reflect the stock split for all periods presented. Authorized The Company was authorized to issue from the date of inception to April 13, 2011, 9,310,000 shares of common stock and 1,190,000 preferred shares, issuable in series, each with a par value of $0.01 per share. On April 14, 2011, the Company’s board of directors resolved (i) to increase the total number of authorized shares of common stock to 17,500,000 and (ii) to eliminate the authorization for issuance of preferred shares. On May 1, 2013, the Company’s board of directors resolved (i) to increase the total number of authorized shares of common stock to 250,000,000, and (ii) to authorize to issue 5,000,000 shares of undesignated preferred shares, which became effective May 2, 2013, upon the filing of the Company’s amended and restated certificate of incorporation. Common stock—dividends and voting rights Each share entitles the record holders thereof to one vote per share on all matters on which shareholders shall have the right to vote. The holders of shares shall be entitled to such dividends, if any, as may be declared thereon by the Company’s board of directors at its sole discretion. Liquidation, dissolution and winding up rights In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company, the holders of shares of common stock shall be entitled to receive all of the remaining assets of the Company available for distribution to its shareholders, ratably in proportion to the number of shares held by them. Initial Public Offering On May 9, 2013, the Company completed an initial public offering (IPO) of 8,000,000 units, each unit consisting of one share of common stock and one warrant to purchase half of one share of common stock, at a price of $10.00 per unit. Each warrant is exercisable during the period commencing on August 8, 2013 and ending on May 9, 2017 at an exercise price of $11.00 per whole share of common stock. The Company received approximately $71.7 million in net proceeds from the IPO, net of fees, expenses and underwriting discounts of $8.3 million, of which $1.1 million was allocated to the warrants and recorded as financial charges in the Consolidated Statements of Operations. The units began trading on the New York Stock Exchange on May 10, 2013 under the symbol BIOA.U. On June 10, 2013, the common shares began trading on the New York Stock Exchange separately under the symbol BIOA and the warrants began trading on the New York Stock Exchange separately under the symbol BIOA.WS and the trading of the units was suspended and they were de-listed. NYSE and TSX Delisting On September 8, 2017, we received written notice from the New York Stock Exchange, or NYSE, advising us that we no longer satisfied the continued listing compliance standards set forth under Rule 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock fell below $1.00 over a consecutive thirty–trading day period ending September 6, 2017. On February 8, 2018, the NYSE notified us that the it has suspended trading in our common stock, effective immediately, and has commenced proceedings to delist our common stock from the NYSE. Our common stock was suspended from trading intra-day on the NYSE on February 8, 2018. The NYSE’s application to the SEC to delist our common stock is pending, subject to the completion of applicable procedures. We had a right to appeal to a Committee of the Board of Directors of the Exchange (the 'Committee') the determination to delist the Common Stock, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. We did not file such request within the specified time period. on March 12, 2018, our common stock was delisted from the NYSE, pursuant to the provisions of Rule 12d2-2(b) of the Exchange Act because, in the opinion of the NYSE, our common stock was no longer suitable for continued listing and trading on the NYSE. On February 12, 2018 the Toronto Stock Exchange, or TSX, notified us that it was reviewing, on an expedited basis, our eligibility for continued listing. This review resulted from the company not being in a position to obtain the approval of the TSX in connection the Offering. A meeting with the continued listing committee of the TSX was scheduled for February 15, 2018 at which we could have made a submission. We did not make a submission. On February 16, 2018 the TSX notified us that it determined to suspend trading in our common stock, effective February 16, 2018, and to delist our securities effective at the close of market on March 16, 2018 and, effective at the close of market on March 16, 2018, our common stock was delisted from the TSX. On February 9, 2018, our common stock started to trade on the OTC Pink Sheets Market. Secondary Public Offerings On May 6, 2015, the Company completed a public offering and issued 3,900,000 shares of common stock, at an offering price of $9.00 per share. The total net proceeds from the public offering, after deducting underwriting discounts and offering expenses, was approximately $32.8 million. On January 21, 2016, the Company completed the closing of another follow-on public offering and issued 2,600,000 shares of common stock, at an offering price to the public of $5.00 per share. The gross aggregate proceeds from this follow-on public offering were approximately $13.0 million, with net proceeds of approximately $11.9 million, after deducting underwriting discounts and commissions and expenses payable by the Company. This public offering also triggered an adjustment to the exercise price of the outstanding IPO Warrants, April 2011 Warrants and the June 2009 Warrants, refer to section Warrants financial liability below for details. On May 6, 2015, the Company completed a public offering and issued 3,900,000 shares of common stock, at an offering price of $9.00 per share. The total net proceeds from the public offering, after deducting underwriting discounts and offering expenses was approximately $32.8 million. These public offerings triggered adjustments to the exercise price of the outstanding IPO Warrants, April 2011 Warrants and the June 2009 Warrants (refer to section Warrants financial liability below for details). On December 29, 2016, the Company completed the closing of another follow-on public offering and issued 1,748,750 shares of common stock, at an offering price to the public of $4.00 per share. In addition, in connection with this offering, the Company issued the Special Warrant at an issue price of $8,896,796. On August 11, 2017, the Company completed the closing of a follow-on public offering and issued 14,666,667 shares of common stock, together with warrants to purchase up to 14,666,667 shares of common stock with an initial exercise price of $0.75 per share of common stock (the “August 2017 Warrants”), at a public offering price of $0.75 per fixed combination consisting of one share of common stock and associated August 2017 Warrants to purchase one share of common stock. Concurrent with this offering, on August 15, 2017, the Company entered into subscription agreements (the “Subscription Agreements”) with certain of the Company’s officers and directors (collectively, the “Investors”) to issue and sell to the Investors in a private placement an aggregate of 273,331 shares of Common Stock (the “Private Placement Shares”), together with warrants to purchase up to 273,331 shares of Common Stock with an initial exercise price of $0.75 per share of Common Stock (the “Private Placement Warrants”). This public offering also triggered an adjustment to the exercise price of the outstanding April 2011 Warrants and June 2009 Warrants, refer to section Warrants financial liability below for details. The proceeds from this offering totaled approximately $10.4 million, after deducting underwriting discounts and offering expenses payable by us. Warrants financial liability June 2009 & April 2011 Warrants On June 22, 2009, the Company issued 208,950 warrants at an exercise price of $5.74 per share in connection with a financing transaction, with an estimated fair value of $1,045,307. On April 11, 2011, the Company issued 94,745 warrants at an exercise price of $10.55 per share with a fair value of $810,448 in connection with a second financing transaction. Those warrants contain anti-dilution protection in the event securities are sold at a lower price than the warrant’s original exercise price. The anti-dilution protection contains a price adjustment and an adjustment to the number of warrants. The fair value of the warrants is classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815- Derivatives and Hedging (“ASC 815”). A non-cash reclassification from equity to liability was recorded in the third quarter 2015. Following the May 2015 public offering, the exercise price per share of the April 2011 Warrants were adjusted to an exercise price of $10.11 per share and an additional 4,124 warrants were issued. The January 2016 public offering also triggered an adjustment to the exercise price of the April 2011 Warrants and the June 2009 Warrants from $10.11 per share and $5.74 per share, respectively, to $9.65 per share and $5.67 per share, respectively. An additional 4,713 warrants at an exercise price of $9.65 and an additional 2,580 warrants at an exercise price of $5.67 per share were issued following the adjustments triggered by this issuance. exercise price adjustment of the 2011 Warrants and the June 2009 Warrants from $9.65 per share and $5.67 per share, respectively, to $8.97 per share and $5.47 per share, respectively. An additional 7,852 warrants at an exercise price of $8.97 and an additional 7,734 warrants at an exercise price of $5.47 per share were issued following adjustments in the number of shares underlying the warrants that were triggered by this issuance. As of December 31, 2017, the fair value of those warrants classified as warrants financial liability was determined to be $683 and $11,203, for the June 2009 Warrants and the April 2011 Warrants, respectively, using the Monte Carlo method, a level 3 fair value measure, for a total fair value of $11,886, as compared to $739,546 as of December 31, 2016. The decrease in the fair value of the Warrants resulted in a financial income of $727,600 for the year ended December 31, 2017. IPO Warrants The warrants issued upon the completion of the IPO (“IPO Warrants”), are exercisable during the period beginning on August 8, 2013 and ending on May 9, 2017. Per the IPO warrants agreement, the Company has the possibility to extend the termination date without the consent of the holders. The initial fair value of the warrants was determined to be $2.02 per warrant using the Black-Scholes option pricing model. The warrants contain full ratchet, anti-dilution protection upon the issuance of any common stock, securities convertible into common stock, or certain other issuances at a price below the then-existing exercise price of the warrant, with certain exceptions. The warrants issued upon the completion of the IPO (“IPO Warrants”), were exercisable during the period beginning on August 8, 2013 and ending on May 9, 2017. Those warrants expired on May 9, 2017 and ceased trading on the New York Stock Exchange under the symbol BIOA.WS. The expiration of the IPO Warrants resulted in a financial income of $5,600,000 and $(5,680,000) for the years ended December 31, 2017 and 2016, respectively. Special Warrant On December 29, 2016, the Company entered into a Canadian Securities Purchase Agreement (the “Purchase Agreement”) with the purchaser’s party thereto to issue and sell a special warrant (the “Special Warrant”) to purchase an aggregate of 2,224,199 shares of common, for a gross proceed of $8,896,796, that were placed into an escrow account, recorded as restricted cash, to be released upon the exercise or deemed exercise of the Special Warrant pursuant to the terms of the Purchase Agreement. The exercise price per share for the common stock underlying the Special Warrant is $4.00. The net proceeds from the Warrants Offering were $3.80 per share of common stock underlying the Special Warrant, representing a placement agent fee of 5.0%, before expenses payable by the Company. The term of the Special Warrant was 120 days from December 29, 2016. On April 28, 2017, the Special Warrant was automatically exercised for 2,224,199 common shares following the issuance of a receipt for the Company’s final prospectus qualifying the underlying shares by the British Columbia Securities Commission. The proceeds of the Special Warrant, recorded as restricted cash in the current assets of the consolidated balance sheet as of December 31, 2016, were released from the escrow concurrently with the deemed automatic exercise of the Special Warrant. January 2017 Warrants On January 27, 2017, the Company issued 2,118,422 warrants, to purchase 2,118,422 shares of our common stock at an exercise price of $5.50 per share. The termination date is 4 years after the issuance date of those warrants. Per the 2017 Warrants agreement, the Company has the possibility to extend the termination date and the warrants exercise price without the consent of the holders. At issuance, the fair value of the warrants was classified as a financial liability as a result of their characteristics, in accordance with FASB ASC 815. August 2017 & Private Placements Warrants On August 11, 2017 and August 15, 2017, the Company issued 14,666,667 warrants (August 2017 Warrants) Those warrants contain full ratchet anti-dilution protection upon the issuance of any Common Stock, securities convertible into Common Stock or certain other issuances at a price below the then-existing exercise price of the Warrants, with certain exceptions. Stock option plan On December 8, 2008, the Company’s board of directors approved the Company’s Employee Stock Option Plan (the “Plan”), available to certain employees, outside directors and consultants of the Company and its affiliated companies. The options under the Plan are granted for the purchase of common stock at exercise prices determined by the Company’s board of directors and generally vest two, three and four years from the date of grant and expire in 10 years. The total number of options allowable in the plan is 2,121,000, of which 974,750 were approved under the initial plan, 1,050,000 were approved by the Company’s board of directors on June 27, 2011 and 96,250 were approved by the Company’s board of directors on December 6, 2011. On April 10, 2013, the Company’s board of directors adopted the 2013 Stock Option and Incentive Plan, or the 2013 Plan, which was subsequently approved by the stockholders on May 2, 2013. The 2013 Plan replaced the 2008 Plan, as the Company’s board of directors has determined not to make additional awards under that plan. The 2013 Plan provides flexibility to the compensation committee to use various equity-based incentive awards as compensation tools to motivate its workforce. The Company initially reserved 2,761,922 shares of its common stock for the issuance of awards under the 2013 Plan. The 2013 Plan may also provide that the number of shares reserved and available for issuance under the plan will automatically increase each January 1, beginning in 2014, by 3% of the outstanding number of shares of common stock on the immediately preceding December 31. This number is subject to adjustment in the event of a stock split, stock dividend or other changes in the Company’s capitalization. The 2013 Plan is administered by the Company’s board of directors or the compensation committee of the board of directors (the “Administrator”). The Administrator has full power to select, from among the individuals eligible for awards, the individuals to whom awards will be granted, to make any combination of awards to participants, and to determine the specific terms and conditions of each award, subject to the provisions of the 2013 Plan. Persons eligible to participate in the 2013 Plan are those full or part-time officers, employees, non-employee directors and other key persons (including consultants and prospective officers) of the Company and its subsidiaries as selected from time to time by the Administrator in its discretion. The 2013 Plan permits the granting of (1) options to purchase common stock intended to qualify as incentive stock options under Section 422 of the Code and (2) options that do not so qualify. The exercise price of each option will be determined by the Administrator but may not be less than 100% of the fair market value of the common stock on the date of grant. The term of each option will be fixed by the Administrator and may not exceed ten years from the date of grant. The Administrator will determine at what time or times each option may be exercised. The Administrator may award stock appreciation rights, restricted shares of common stock, restricted stock units and may also grant shares of common stock which are free from any restrictions under the 2013 Plan. The Administrator may grant performance share awards to any participant, which entitle the recipient to receive shares of common stock upon the achievement of certain performance goals and such other conditions as the Administrator shall determine. The Administrator may grant dividend equivalent rights to participants which entitle the recipient to receive credits for dividends that would be paid if the recipient had held specified shares of common stock. The 2013 Plan provides that upon the effectiveness of a “sale event” as defined in the 2013 Plan, except as otherwise provided by the Administrator in the award agreement, all stock options and stock appreciation rights will automatically become fully exercisable and the restrictions and conditions on all other awards with time-based conditions will automatically be deemed waived, unless the parties to the sale event agree that such awards will be assumed or continued by the successor entity. No other awards may be granted under the 2013 Plan after the date that is ten years from the date of stockholder approval. Stock-based compensation expense was allocated as follows: Year Ended December 31 2017 2016 2015 $ $ $ General and administrative 2,991,336 2,075,548 2,539,854 Research and development 2,023,981 1,339,904 1,769,224 Sales and marketing 162,949 163,944 481,530 Total compensation expense 5,178,266 3,579,396 4,790,608 The following table summarizes activity under the Plan: Numbers of options Weighted Average Exercise Price Weighted Average Remaining Contractual life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 5,599,511 $ 6.73 6.71 $ 3,027,426 Granted 2,370,407 $ 2.56 Exercised (101,500 ) $ 1.07 Forfeited or cancelled (601,770 ) $ 5.52 Outstanding at December 31, 2017 7,266,648 $ 5.55 6.48 $ 900 Exercisable at December 31, 2017 5,358,519 $ 6.43 5.65 $ - The fair value of options granted was determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2017 2016 2015 Risk-free interest rate 1.85 % 1.60 % 1.77 % Expected life (in years) 5.16 6.25 6.25 Volatility 70.96 % 79.00 % 82.93 % Expected dividend yield 0 % 0 % 0 % The weighted average grant date fair value of options granted during the years ended December 31, 2017, 2016 and 2015 was approximately $1.46, $2.73 and $5.86, respectively. As of December 31, 2017, the total of unrecognized share-based compensation expense related to unvested options, is approximately $2,471,509, net of expected forfeitures, which is expected to be amortized over the remaining weighted average period of 3.75 years Warrants During the year ended December 31, 2017, 44,345 warrants were exercised at an exercise price of $1.07, and 176,376 warrants expired. During the year ended December 31, 2016, 62,230 warrants were exercised at an exercise price of $1.07 per share, and 4,655 warrants expired As at December 31, 2017, the Company had the following warrants outstanding to acquire common shares: Number Exercise price Expiration date 44,240 $ 1.07 September 2018 159,390 $ 1.43 February 2019 291,110 $ 4.12 June 2019 151,220 $ 6.61 April 2021 2,118,422 $ 5.50 January 2021 14,939,998 $ 0.75 August 2022 17,704,380 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 14. Income taxes The loss from continuing operations before income taxes was as follows: Year Ended December 31 2017 2016 2015 $ $ $ United States (9,725,535 ) (13,453,184 ) (24,056,882 ) Canada and other (92,379,506 ) (14,769,776 ) (17,117,545 ) Loss from continuing operations before income taxes (102,105,041 ) (28,222,960 ) (41,174,427 ) The income tax expense was as follows: Year Ended December 31 2017 2016 2015 $ $ $ Canada 81,735 25,646 (3,786 ) Income tax expense (recovery) 81,735 25,646 (3,786 ) Differences between the statutory income tax rates and the effective income tax rates applied to the loss before income taxes consisted of the following: Year Ended December 31 2017 2016 2015 $ $ $ Loss before income taxes 102,105,041 28,222,960 41,174,427 U.S. statutory tax rates 35 % 35 % 35 % Expected income tax recovery (35,736,764 ) (9,878,036 ) (14,411,049 ) Foreign tax rate differential 8,260,310 1,275,190 1,117,683 Stock based compensation and other permanent differences (4,109,897 ) 8,923,484 — Net increase (decrease) in valuation allowance 7,723,006 (294,992 ) 13,289,580 Revaluation of the prior year deferred tax asset (1) 23,925,278 — — Other 19,802 — — Provision (recovery) for income taxes 81,735 25,646 (3,786 ) (1) On December 22, 2017, the United States (US) enacted the “Tax Cuts and Jobs Act” which has been commonly referred to as US tax reform. A significant change under this reform is the reduction of the US Federal tax rate from 35.0% to 21.0%, effective January 1, 2018. The revaluation of the prior year deferred tax asset is due to this reduction in tax rate. The valuation allowance was also reduced by a corresponding amount which is included in the net increase in valuation allowance presented in the table. Deferred tax assets and liabilities The tax effects of temporary differences that give rise to significant components of the deferred income tax assets and deferred income tax liabilities are presented below: December 31, December 31, 2017 2016 $ $ Deferred tax assets Net operating loss carryforwards 44,206,717 52,281,595 Interest accretion (2,124,150 ) — Stock options 2,229,842 3,156,799 Depreciable and amortizable assets 24,129,276 5,838,705 Foreign currency differences 678,697 1,365,811 Other (2,149,168 ) 48,614 Total gross deferred income tax assets 66,971,214 62,691,523 Less: valuation allowance (66,971,214 ) (62,691,523 ) Total deferred income tax assets — — As at December 31, 2017, and 2016, the valuation allowance was primarily due to a history of losses generated. The valuation allowance is reviewed periodically and if the assessment of the “more likely than not” criterion changes, the valuation allowance is adjusted accordingly. There may also be an inability to utilize a significant amount of accumulated net operating losses and federal and state tax credit carryforwards to the extent an ownership change occurs for tax purposes. The decrease in the valuation allowance for the year-ended December 31, 2017 was primarily due to the revaluation of net deferred tax assets of the Company as a result of the 2017 US Tax Cuts & Jobs Act. As of December 31, 2017, the Company had approximately $47.5 million and $150.5 million in net operating loss carryforwards relating to its Canadian and U.S. entities, respectively. The loss carryforwards expire at various dates through 2037. The deferred tax benefit of these loss carryforwards is ultimately subject to final determination by taxation authorities. T For the periods ended December 31, 2017, 2016 and 2015, the Company has not recorded tax benefits from the exercise of stock options. BioAmber Inc. and its subsidiaries file income tax returns and pay income taxes in jurisdictions where it believes it is subject to tax. In jurisdictions in which BioAmber Inc. and its subsidiaries do not believe they are subject to tax and therefore do not file income tax returns, the Company can provide no certainty that tax authorities in those jurisdictions will not subject one or more tax years (since inception of BioAmber Inc. or its subsidiaries) to examination. Further, while the statute of limitations in each jurisdiction where an income tax return has been filed generally limits the examination period, as a result of loss carryforwards, the limitation period for examination generally does not expire until several years after the loss carryforwards are utilized. Other than routine audits by tax authorities for tax credits and tax refunds that the Company claims, the Company is not aware of any other material income tax examination currently in progress by any taxing jurisdiction. The Company’s major tax jurisdictions are Canada and the U.S. with few exceptions, BioAmber Inc. and its subsidiaries are subject to Canadian and U.S. income tax examinations in respect of all taxation years of the Company since inception. Its Luxembourg subsidiary was liquidated in November 2016. The following is a roll forward of the total amounts of unrecognized tax benefits: December 31, 2017 2016 2015 $ $ $ Unrecognized tax benefits—beginning of period 3,490,663 3,490,663 4,039,663 Gross decreases—tax positions in prior periods (1,396,265 ) — (549,000 ) Unrecognized tax benefits—end of period 2,094,398 3,490,663 3,490,663 As of December 31, 2017 and 2016, the balance of unrecognized tax benefits included no tax benefits that, if recognized, would affect the effective tax rate. The balance of unrecognized tax benefits as of December 31, 2017 and 2016, also included respectively $2,094,398 and $3,490,663 of tax benefits that, if recognized, would result in adjustments to other tax accounts, primarily prepaid tax expense and deferred taxes. The Company’s unrecognized tax benefits exceed uncertain tax positions relating to transfer pricing exposures from allocation of income between jurisdictions. The Company believes that it is reasonably possible that no increase in unrecognized tax benefits related to transfer pricing exposure liabilities may be necessary within the coming year. |
Financial instruments
Financial instruments | 12 Months Ended |
Dec. 31, 2017 | |
Investments All Other Investments [Abstract] | |
Financial instruments | 15. Financial instruments Currency risk The Company is exposed to foreign currency risk as result of foreign-denominated transactions and balances. The Company does not hold any financial instruments that mitigate this risk. Credit risk The Company’s exposure to credit risk as of December 31, 2017, is equal to the carrying amount of its financial assets. As of December 31, 2017 the amounts due from three customer represented approximately 74% of the total accounts receivable. As of December 31, 2016, the amounts due from one customers represented approximately 75% of the total accounts receivable. Interest Rate Risk The Company’s unrestricted cash totaling $4.6 million at December 31, 2017. These amounts were deposited in current and interest-bearing accounts and were held for working capital purposes. The Company’s long-term loan with EDC bears interest at floating interest rate per annum based on the Canadian prime rate plus an interest spread of 5%. If the Canadian prime rate was to increase, the interest rates for the remaining term of the loan would increase. |
Fair value of financial assets
Fair value of financial assets and liabilities | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value of financial assets and liabilities | 16. Fair value of financial assets and liabilities For cash, accounts receivable and accounts payable and accrued liabilities, the carrying amount approximates fair value because of the short-term maturity of those instruments. The carrying amount of long-term debt approximates fair value as at December 31, 2017 and December 31, 2016. The fair value of long-term debt received from government organizations was determined using Level 3 information as the Company produces an estimate of fair value based on internally developed valuation techniques which are based on a discounted cash flow methodology and incorporates all relevant observable market inputs. The interest free loans were discounted using an interest rate between 12% and 15%, a level 3 fair value measurement, representing the interest rate a loan with similar terms and conditions would carry. The fair value of the IPO warrants was calculated using the Black-Scholes option pricing model using various assumptions which was a level 3 fair value measurement. As these warrants started trading freely on the New York Stock Exchange on June 10, 2013, the closing value of these warrants, which is a level 1 measurement was used to calculate the fair value from June 10, 2013 onwards. Those warrants expired on May 9, 2017. The fair value of the June 2009, April 2011, August 2017 and Private Placements Warrants was calculated using the Monte Carlo model, which is a level 3 measurement. The fair value of the 2017 January Warrants was calculated using the Black-Scholes option pricing model using various assumptions which was a level 3 fair value measurement. |
Related party transactions
Related party transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related party transactions | 17. Related party transactions Transactions with related parties not disclosed elsewhere were as follows: December 31, 2017 2016 2015 $ $ $ Product sales to a shareholder 575,304 333,313 21,546 Services received by a shareholder 156,402 222,855 — The related party transactions noted above were undertaken in the normal course of operations and were measured at the exchange amount, which is the amount of consideration established and agreed to by the parties. |
Subsequent event
Subsequent event | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent events | 18. Subsequent events Lenders Agreements On January 25, 2018, BioAmber Sarnia entered into a Waiver and Fourth Amending Agreement to the Loan Agreement with Comerica Bank and the lenders party thereto (the “Fourth Amending Agreement”), which, among other things, provided for certain additional waivers and modifications to the Loan Agreement. Pursuant to the Fourth Amending Agreement, all then-existing violations under the Loan Agreement were waived by the senior lenders thereunder. In addition, our minimum cash requirements and all revenue covenants were removed. Under this agreement we undertook to perform certain actions and agreed to present to the lenders a letter of intent or other legally binding commitment or agreement for a recapitalization transaction by March 15, 2018. On February 5, 2018, BioAmber Sarnia entered into a Waiver to the Loan Agreement with Comerica Bank and the lenders party thereto (the “Waiver”), which, among other things, provided for certain additional waivers to the Loan Agreement. Pursuant to the Waiver, the lenders agreed to waive our commitment to present a letter of intent or other legally binding commitment or agreement for a recapitalization transaction by March 15, 2018. The effectiveness of this Waiver is conditioned on the prior written consent of Mitsui and we can provide no assurance that such consent will be obtained on a timely manner or at all. The Company also agreed that by March 15, 2018, the Company will have raised cash in an amount sufficient to enable it to maintain its ordinary course operations until June 30, 2018. The Company further agreed that as a condition to the Waiver, by June 30, 2018, the Company will have closed a transaction, which includes an equity financing, refinancing or other investment or addition of capital, a joint venture, partnership, merger or other business combination, an asset sale, or, any combination thereof, that is acceptable to the lenders. NYSE and TSX Delisting On September 8, 2017, we received written notice from the New York Stock Exchange, or NYSE, advising us that we no longer satisfied the continued listing compliance standards set forth under Rule 802.01C of the NYSE Listed Company Manual because the average closing price of our common stock fell below $1.00 over a consecutive thirty–trading day period ending September 6, 2017. On February 8, 2018, the NYSE notified us that the it has suspended trading in our common stock, effective immediately, and has commenced proceedings to delist our common stock from the NYSE. The NYSE took this action when the trading price of our common stock decreased to below $0.16 per share on February 8, 2018. The NYSE, in interpreting the continued listing standards under Section 802.01D of the NYSE’s Listed Company Manual, has determined that a trading price of below $0.16 per share is “abnormally low” and, therefore, is cause for suspension of trading and delisting from the NYSE. Our common stock was suspended from trading intra-day on the NYSE on February 8, 2018. The NYSE’s application to the SEC to delist our common stock is pending, subject to the completion of applicable procedures. We had a right to appeal to a Committee of the Board of Directors of the Exchange (the 'Committee') the determination to delist the Common Stock, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. We did not file such request within the specified time period. on March 12, 2018, our common stock was delisted from the NYSE, pursuant to the provisions of Rule 12d2-2(b) of the Exchange Act because, in the opinion of the NYSE, our common stock was no longer suitable for continued listing and trading on the NYSE. On February 12, 2018 the Toronto Stock Exchange, or TSX, notified us that it was reviewing, on an expedited basis, our eligibility for continued listing. This review resulted from the company not being in a position to obtain the approval of the TSX in connection the Offering. A meeting with the continued listing committee of the TSX was scheduled for February 15, 2018 at which we could have made a submission. We did not make a submission. On February 16, 2018 the TSX notified us that it determined to suspend trading in our common stock, effective February 16, 2018, and to delist our securities effective at the close of market on March 16, 2018 and, effective at the close of market on March 16, 2018, our common stock was delisted from the TSX. On February 9, 2018, our common stock started to trade on the OTC Pink Sheets Market. Equity Raise On February 13, 2018 the Company completed the closing of a registered direct offering of the 15,969,166 Series A Units, with each Series A Unit consisting of one share of our common stock, par value $0.01 per share, one Series A common stock purchase warrant, or Series A common warrant, to purchase one share of our common stock, and one Series B common stock purchase warrant, or Series B common warrant, to purchase one share of our common stock and one Series C common stock purchase warrant, or Series C common warrant (and the shares of common stock issuable from time to time upon exercise of these common warrants). Each Series A Unit will be sold at a price of $0.15 per unit. The shares of common stock and the Series A common warrants, the Series B common warrants and Series C common warrants part of a Series A Unit are immediately separable and will be issued separately. For Investors who purchased Series A Units and would result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock following the consummation of this offering, the opportunity to purchase, in lieu of Series A Units that would otherwise result in ownership in excess of 4.99% of our outstanding common stock, 30,935,833 Series B Units. Each Series B Unit will consist of one pre-funded common stock purchase warrant, or pre-funded warrant, to purchase one share of our common stock, one Series A common warrant, one Series B common warrant and one Series C common stock purchase warrant, or Series C common warrant (we refer to the Series A common warrants, Series B common warrants and Series C common warrants collectively as the common warrants) (and the shares of common stock issuable from time to time upon exercise of these pre-funded warrants or the common warrants, or together, the warrants). The Series A Units and the Series B Units are referred to herein as the Units. Each Series B Unit will be sold at a price of $0.149 per unit. The pre-funded warrants, the Series A common warrants, the Series B common warrants and Series C common warrants part of a Series B Unit are immediately separable and will be issued separately (including any shares of common stock issuable from time to time upon any exercise of such warrants). Each Series A common warrant to purchase shares of common stock had an initial exercise price of $0.15 per share, subject to adjustment as set forth therein, and will be exercisable during the period commencing on the date of original issuance and ending on August 13, 2018, the expiration date of the Series A common warrants. Each Series B common warrant to purchase shares of common stock had an initial exercise price of $0.15 per share, subject to adjustment as set forth therein, and will be exercisable during the period commencing on the date of original issuance and ending on February 13, 2023, the expiration date of the Series B common warrants. Each pre-funded warrant to purchase shares of common stock will have an exercise price of $0.15 per share, subject to adjustment as set forth therein, will be immediately exercisable and will be exercisable until the pre-funded warrant is exercised in full. The exercise price of each pre-funded warrant of $0.15 per share, subject to adjustment as set forth therein, will be pre-paid, except for a nominal exercise price of $0.001 per share of common stock, upon issuance of the pre-funded warrants and, consequently, no additional payment or other consideration (other than the nominal exercise price of $0.001 per share) will be required to be delivered to us by the holder upon exercise. Each Series C common warrant will be immediately exercisable and will be exercisable until the Series C common warrant is exercised in full. Each Series C common warrant will have a nominal exercise price of $0.00001 per share, subject to adjustment as set forth therein, and consequently, no additional payment or other consideration (other than the nominal exercise price of $0.00001 per share) will be required to be delivered to us by the holder upon exercise. The number of shares underlying the Series C common warrants is initially zero, but may be increased at the end of the 5th trading day following the initial issuance date of the warrant (or such earlier trading day on which 90% of our daily volume weighted average price of our common stock on the trading market on such date is equal to or less than $0.05), to an amount equal to the difference between (1) subscription amount of each purchaser of the Series B units divided by the lesser of (a) the original per-unit purchase price of the Series A or Series B units and (b) the greater of (i) 90% of the lowest daily volume weighted average price of our common stock on the trading market during the five trading days including and immediately prior to such date and (ii) $0.05, and (2) the sum of the number of shares of common stock and pre-funded warrants, if any, issued to the purchaser at the closing of this offering. The final pricing of this registered offering was $0.05346 and upon full exercise of the pre-funded and Class C Warrants 131,607,744 common shares will be issued together with 131,607,744 Class A Warrants and 131,607,774 Class B Warrants. This registered offering also triggered an adjustment to the exercise price of the outstanding August 2017 Warrants, April 2011 Warrants and June 2009 Warrants. The net proceeds from this offering was approximately $6.2 million, after deducting underwriting discounts and offering expenses. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (unaudited) | a. Selected Quarterly Financial Data (unaudited) The following table contains quarterly financial information for 2017 and 2016. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 2,123,468 $ 4,122,282 $ 3,300,983 $ 5,396,227 $ 14,942,960 Total operating expenses $ 8,639,219 $ 6,191,903 $ 5,397,695 $ 82,403,991 $ 102,632,808 Operating loss $ (10,627,151 ) $ (7,801,042 ) $ (8,076,748 ) $ (83,508,363 ) $ (110,013,304 ) Net loss $ (1,377,809 ) $ (8,906,620 ) $ (7,833,013 ) $ (84,069,334 ) $ (102,186,776 ) Net income (loss) attributable to BioAmber Inc. shareholders $ 105,833 $ (7,138,459 ) $ (7,049,514 ) $ (84,069,334 ) $ (98,151,473 ) Net income (loss) per share applicable to BioAmber Inc. shareholders —basic $ 0.003 $ (0.20 ) $ (0.16 ) $ (1.61 ) $ (2.34 ) 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 1,458,485 $ 2,521,097 $ 3,661,454 $ 631,461 $ 8,272,497 Total operating expenses $ 6,903,507 $ 6,354,811 $ 5,199,373 $ 5,777,839 $ 24,235,530 Operating loss $ (8,507,412 ) $ (7,314,705 ) $ (6,572,499 ) $ (7,235,354 ) $ (29,629,970 ) Net loss (income) $ (12,535,740 ) $ 2,933,102 $ (6,719,452 ) $ (12,048,601 ) $ (28,370,691 ) Net loss (income) attributable to BioAmber Inc. shareholders $ (10,945,687 ) $ 4,810,667 $ (6,158,414 ) $ (10,184,647 ) $ (22,478,081 ) Net loss (income) per share applicable to BioAmber Inc. shareholders —basic $ (0.39 ) $ 0.17 $ (0.21 ) $ (0.39 ) $ (0.78 ) |
Schedule I - Condensed Parent C
Schedule I - Condensed Parent Company Financial Statements | 12 Months Ended |
Dec. 31, 2017 | |
Condensed Financial Information Of Parent Company Only Disclosure [Abstract] | |
Schedule I—Condensed Parent Company Financial Statements | Schedule I—Condensed Parent Company Financial Statements The condensed financial statements represent the financial information required by SEC Regulation S-X 5-04 for BioAmber Inc., which requires the inclusion of parent company only financial statements if the restricted net assets of consolidated subsidiaries exceed 25% of total consolidated net assets as of the last day of its most recent fiscal year. As of December 31, 2017, BioAmber Inc’s restricted net assets of consolidated subsidiaries exceeded 25% of its total consolidated net assets. The following condensed parent-only financial statements of BioAmber have been prepared in accordance with Rule 12-04, Schedule I of Regulation S-X and included herein. The Parent Company's 100% investment in its subsidiaries has been recorded using the equity basis of accounting in the accompanying condensed parent-only financial statements. The condensed financial statements should be read in conjunction with the consolidated financial statements of BioAmber Inc. and subsidiaries and notes thereto. Condensed Statements of Operations (Parent Company Only) Year Ended December 31 2017 2016 2015 $ $ $ Revenues Intercompany revenue 763,087 1,117,105 2,160,695 Product sales 187,109 856,419 2,008,521 Total revenues 950,196 1,973,524 4,169,216 Cost of goods sold excluding depreciation and amortization 1,594,610 499,702 1,860,169 Operating expenses General and administrative 11,783,750 8,950,804 11,251,327 Research and development, net 4,647,829 5,948,377 10,554,326 Sales and marketing 931,173 1,670,155 2,706,629 Depreciation of property and equipment and amortization intangible assets 206,279 266,885 178,860 Impairment loss and write-off of property and equipment and intangible assets 1,890,399 — — Foreign exchange loss (gain) 264,249 (247,633 ) 627,454 Operating expenses 19,723,678 16,588,588 25,318,596 Operating loss 20,368,092 15,114,766 23,009,549 Amortization of deferred financing costs and debt discounts 45,753 667,893 268,103 Financial (income) charges, net (11,048,247 ) (2,271,276 ) 1,027,225 Grant income (261,453 ) — — Loss on debt extinguishment, net — — 374,386 Interest revenue from related parties — (38,801 ) — Equity participation in losses of equity method investment 88,425,938 8,979,625 12,883,547 Other (income) charge, net (3,975 ) 25,874 (336,932 ) Loss before income taxes 97,526,108 22,478,081 37,225,878 Net loss 97,526,108 22,478,081 37,225,878 Foreign currency translation adjustment — (36,798 ) (199,529 ) Total comprehensive loss 97,526,108 22,441,283 37,026,349 Condensed Balance Sheets (Parent Company Only) As of As of December 31, December 31, 2017 2016 $ $ Assets Current assets Cash 2,149,941 12,761,912 Accounts receivable from related parties 11,539,467 2,339,476 Accounts receivable 846,377 421,767 Inventories — 89,895 Prepaid expenses 340,790 183,970 Valued added tax, income taxes and other receivables 219,366 278,727 Restricted cash — 8,896,796 Total current assets 15,095,942 24,972,543 Property and equipment, net 3,370,944 3,424,790 Investment in equity method investments 21,540,180 66,485,467 Intangible assets, net 3,624,119 5,676,716 Deferred financing costs 23,634 523,633 Total assets 43,654,819 101,083,149 Liabilities Current liabilities Accounts payable and accrued liabilities 2,768,792 3,210,914 Accounts payable to related parties 87,454 91,188 Warrants financial liability — 14,496,796 Short-term portion of long-term debt — 18,036,473 Total current liabilities 2,856,246 35,835,371 Warrants financial liability 3,439,544 739,546 Excess of equity participation in losses of investments — 1,127,555 Total liabilities 6,295,790 37,702,472 Share capital Common stock: 521,148 306,126 Additional paid-in capital 352,335,815 280,823,632 Warrants 474,497 697,242 Accumulated deficit (318,294,086 ) (220,767,978 ) Accumulated other comprehensive loss 2,321,655 2,321,655 Total shareholders’ equity 37,359,029 63,380,677 Total liabilities and equity 43,654,819 101,083,149 Condensed Statements of Cash Flows (Parent Only) Year Ended December 31 2017 2016 2015 $ $ $ Cash flows from operating activities Net loss (97,526,108 ) (22,478,081 ) (37,225,878 ) Adjustments to reconcile net loss to cash: Stock-based compensation 5,178,266 3,579,396 4,790,608 Depreciation of property and equipment and amortization of intangible assets 206,279 266,885 178,860 Impairment loss and write-off of property and equipment and of intangible assets 1,890,399 — — Amortization of deferred financing costs and debt discounts 45,753 667,893 268,103 Write-off of Deferred financing fees 500,000 — — Equity participation in losses of equity method investments 88,425,938 8,979,625 12,883,547 Other long-term liabilities — 7,500 45,000 Financial (income) charges, net (13,158,021 ) (6,014,385 ) (1,747,177 ) Loss on debt extinguishment 528,206 — — Changes in operating assets and liabilities Change in accounts receivable from related parties (9,203,724 ) — — Change in account receivable (424,610 ) (285,974 ) 186,790 Change in inventories 89,895 443,836 1,268,096 Change in prepaid expenses and deposits (156,817 ) 131,594 350,929 Change in research and development tax credits receivable, value added tax, income taxes and other receivables 59,359 1,259 270,190 Change in accounts payable from related parties — — (1,569,320 ) Change in accounts payable and accrued liabilities (6,332,457 ) (1,221,589 ) 960,544 Net cash used in operating activities (29,877,642 ) (15,922,041 ) (19,339,708 ) Cash flows from investing activities Acquisition of property and equipment and intangible asset 9,764 106,568 (6,385,848 ) Change in accounts receivable from subsidiaries — — (22,225,820 ) Capital investment in equity method investments — — (412,433 ) Net cash provided (used) in investing activities 9,764 106,568 (29,024,101 ) Cash flows from financing activities Deferred financing costs — (1,497,533 ) (392,159 ) Issuance of long-term debt — 19,235,000 — Repayment of long-term debt — (10,000,000 ) (15,000,000 ) Debt repayments (18,722,500 ) — — Net proceeds from issuance of common shares 37,978,408 18,479,621 33,280,167 Net cash provided by financing activities 19,255,908 26,217,088 17,888,008 (Decrease) increase in cash (10,611,971 ) 10,401,615 (30,475,802 ) Cash, beginning of period 12,761,912 2,360,297 32,836,099 Cash, end of period 2,149,941 12,761,912 2,360,297 Supplemental cash flow information: Non-cash transactions: Interest paid 1,300,867 2,282,361 2,413,828 |
Summary of significant accoun28
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation and going concern | Basis of presentation and going concern These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and comprise the financial position and results of operations of BioAmber Inc., and all its subsidiaries, which include BioAmber Canada Inc., Sinoven Biopolymers Inc. and BioAmber Sarnia Inc (“BioAmber Sarnia”). Intercompany balances and transactions have been eliminated upon consolidation. The Financial Accounting Standards Board (“FASB”) sets GAAP to ensure financial condition, results of operations and cash flows are consistently reported. References to GAAP issued by the FASB in these footnotes are to the FASB Accounting Standards Codification (“FASB ASC”). The Company started its commercial operations at the end of 2015, and is currently ramping-up the production at its Sarnia facility. Therefore, the Company incurred recurring losses from its past activities since inception. As of December 31, 2017, the Company had successful ramp-up of the commercial-scale manufacturing of the Sarnia facility further advancing the Company’s existing commercial arrangements with strategic partners to generate revenue from the sale of its products that will support the Company’s cost structure gaining market acceptance for its bio-succinic acid, its derivative products and other building block chemicals, In the event that the Company would not achieve its expected growth rate, the Company will be required to raise additional equity capital within the next year from its financial statements issuance, in order to continue the production and commercialization of its succinic acid and to continue to fund operations at the current cash expenditure levels. BioAmber cannot be certain that additional funding will be available on acceptable terms, or at all. If BioAmber is unable to raise additional capital or obtain debt when required or on acceptable terms, BioAmber may have to reduce or delay incurring operating expenses as deemed appropriate in order to conserve cash. Our consolidated financial statements as of December 31, 2017 have been prepared under the assumption that we will continue as a going concern for the next twelve months. Our ability to continue as a going concern is dependent upon our ability to generate additional revenue, attain further operating efficiencies, obtain additional equity or debt financing or to reduce expenditures. Our consolidated financial statements as of December 31, 2017 did not include any adjustments that might result from the outcome of this uncertainty. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Significant areas requiring the use of significant management estimates include fair value determination of assets, liabilities, impairment and useful lives of intangible assets and property and equipment, goodwill impairment, income taxes, stock-based compensation and fair value of certain debt and equity instruments. |
Fair value of financial instruments | Fair value of financial instruments The Company applies FASB ASC 820, Fair Value Measurement There are three levels within the hierarchy that may be used to measure fair value: Level 1 — A quoted price in an active market for identical assets or liabilities. Level 2 — Significant pricing inputs are observable inputs, which are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources. Level 3 — Significant pricing inputs are unobservable inputs, which are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The fair value measurements level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs. The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values. |
Foreign currencies | Foreign currencies The functional currency of BioAmber Inc. and Sinoven Biopolymers Inc. (“Sinoven”) is the United States dollar, whereas for BioAmber Canada Inc. and BioAmber Sarnia Inc. the functional currency is the Canadian dollar and for Bioamber S.A.S. it was the Euro. The assets and liabilities of BioAmber Canada Inc. and BioAmber Sarnia Inc. are translated into United States dollars using period-end exchange rates, while revenues and expenses are translated at average exchange rates prevailing during the period. The assets and liabilities for BioAmber S.A.S. were translated into Unites States dollars on the date of the liquidation of BioAmber S.A.S. into BioAmber Inc. on December 29, 2014. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss). All foreign currency transaction gains and losses resulting from transactions denominated in foreign currencies are recorded as foreign exchange (gain) loss in the consolidated statements of operations. |
Cash equivalents | Cash equivalents The Company recognizes cash equivalents as highly liquid investments with an original maturity of three months or less at date of purchase. |
Restricted Cash | Restricted Cash Cash amounts that are restricted to withdrawal or usage are presented as restricted cash. As of December 31, 2017 and 2016, the Company had $298,800 and $558,150, respectively, of restricted cash held in an escrow account as a guarantee to a long-term supply agreement. As part of our December 2016 public offering, we issued a warrant to purchase an aggregate of 2,224,199 shares of common stock, for a total of $4.00 per underlying share. The gross proceeds of $8.9 million, was presented as current restricted cash as of December 31, 2016. This amount was held in escrow until it got automatically exercised following our TSX listing in April 2017, within the 120 days term of the warrants. On April 28, 2017, the Special Warrant was automatically exercised for 2,224,199 common shares following the issuance of a receipt for the Company’s final prospectus qualifying the underlying shares by the British Columbia Securities Commission. The proceeds of the Special Warrant, recorded as restricted cash in the current assets of the consolidated balance sheet as of December 31, 2016, were released from the escrow concurrently with the deemed automatic exercise of the Special Warrant. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash, cash equivalents and accounts receivable. The Company believes it is not exposed to significant credit risk related to cash, cash equivalents and accounts receivable. As of December 31, 2017 and 2016, the Company did not have any provision for doubtful accounts. |
Inventories | Inventories Inventories are stated at the lower of cost or market. Cost is determined on a first-in, first-out (FIFO) basis. Prior to the Company having any customer orders for sample product, all production and development costs were expensed as part of the Company’s research and development efforts. |
Cost of goods sold | Cost of goods sold Cost of goods sold includes costs directly associated with finished goods production, such as direct materials, direct labor, utilities and certain plant overhead and logistic costs. Cost of goods sold also included, for the year ended December 31, 2016, abnormal production costs from the Sarnia facility production volume ramp-up. |
Property and equipment | Property and equipment Property and equipment are recorded at cost and are amortized over their estimated useful lives using the straight-line method over the following periods: Building 40 years Furniture and Fixtures 5-8 years Machinery and Equipment 5-20 years Computers, Office Equipment and Peripherals 3-7 years Leaseholds improvements are amortized over the shorter of the related lease terms or their estimated useful lives. Costs related to repairs and maintenance of property and equipment are expensed in the period in which they are incurred. Upon sale or disposal, the Company writes off the cost of the asset and the related amount of accumulated depreciation. The resulting gain or loss is included in the consolidated statement of operations. Assets in the course of construction are classified as construction in-progress and are carried at cost, net of grants received and any recognized impairment loss. They consist of expenditures directly related to building the manufacturing facility in Sarnia, Ontario. For qualifying assets, cost includes capitalized borrowing costs. |
Business combinations | Business combinations The Company accounts for acquired businesses using the acquisition method of accounting in accordance with FASB ASC 805, Business Combinations |
Intangible assets | Intangible assets Computer software and license are recorded at cost and are depreciated over their estimated useful lives of between 2 and 5 years using the straight-line method. Costs incurred in obtaining definite-life patents and licenses are capitalized and amortized on a straight-line basis over their estimated useful lives, generally between 5 and 18 years. As required by FASB ASC 805, acquired in-process research and development (IPR&D) through business combinations is accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Therefore, such assets are not amortized but are tested for impairment at least annually. Once the research and development activities are deemed to be substantially complete, the assets will be amortized over the related product’s useful life. If the project is abandoned, the assets will be written off if they have no alternative future use. The Company reviews its portfolio of patents and acquired in-process research and development taking into consideration events or circumstances that may affect its recoverable value. To test indefinites-lives intangible assets for impairment in accordance with FASB ASC 350- Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment |
Goodwill | Goodwill Goodwill represents the excess purchase price over the estimated fair value of identifiable net assets acquired in business combinations. Goodwill is not amortized, but is reviewed for impairment on an annual basis, or whenever events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, using a discounted cash flow model. The Company’s goodwill is attributed to its one reporting unit. The Company has selected December 31 as the date to perform its annual impairment test. In testing for impairment of its goodwill, the Company may first assess qualitative factors to determine whether it is necessary to perform the two-step impairment test described below. If the Company believes, as a result of the qualitative assessment, that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the quantitative impairment test is required. Otherwise, no further testing is required. If the quantitative impairment test is required, the Company must make assumptions regarding estimated future cash flows to be derived from the reporting unit. Until December 31, 2016, the performance of the test involved a two-step process. The first step of the impairment test involved comparing the fair value of the reporting unit to its net book value, including goodwill. If the net book value exceeds its fair value, then the Company would have performed the second step of the goodwill impairment test to determine the amount of the impairment loss. In calculating the fair value of the reporting unit’s goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities based on their fair values. The excess of the fair value of the reporting unit over the amount assigned to its other assets and liabilities is the fair value of goodwill. An impairment loss would have been recognized when the carrying amount of goodwill exceeded its fair value. There was no impairment of goodwill recorded for the years ended December 31, 2016 and 2015. Effective January 1, 2017, the Company has early adopted ASU 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Pursuant to the amended guidance, instead of performing the second step as described above, the amount of goodwill impairment is measured as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. As at December 31, 2017, when conducting the goodwill impairment test, the Company concluded that the carrying value of its reporting unit was significantly in excess of the fair value, in particular in light of the sustained and significant excess of the net book value of the Company over its market capitalization at that date. Consequently, the goodwill has been considered impaired and written off in its entirety. |
Asset retirement obligation | Asset retirement obligation Management assesses the potential asset retirement obligation upon acquisition of its assets or entering into lease arrangements. If a reasonable estimate of the fair value of the liability can be made, the Company recognizes the retirement obligation. During the year ended December 31, 2016, the Company paid $180,000 for the cost of restoring the premises on the termination date of its leased premises in Plymouth, USA, which was previously accrued over 4 years in the other long-term liabilities on the consolidated balance sheet. |
Long-lived asset impairment | Long-lived asset impairment We assess the fair value of our long-lived assets in accordance with FASB ASC 360, Property, Plant, and Equipment. At the end of each reporting period, we evaluate whether there is objective evidence of events or changes in business conditions which suggest that an asset may be impaired. In such cases we determine the recoverable amount based upon forecasted, undiscounted cash flows which the assets are expected to generate and the net proceeds expected from their sale at the end of the forecast period. If the carrying amount exceeds the undiscounted expected future cash flows, we measure any impairment by comparing the fair value of the asset to its carrying value and the difference is recorded in the period that the impairment indicator occurs. During the closing of our quarter ended December 31, 2017, we observed that our sales level was lower than our forecast and we expected undiscounted future cash flows to be lower than the carrying value of the Property and equipment and intangible assets related to the Sarnia plant. Given that the carrying value of the plant in Sarnia may not be recoverable, the Company estimated the fair value of the asset group and compared it to its carrying value. Potential impairment exists if the estimated undiscounted future net cash flows for a given asset group is less than the carrying amount of the asset group. The impairment expense is determined by comparing the estimated fair value with the carrying value of the related asset, and any excess amount by which the carrying value exceeds the fair value is recorded as an impairment expense in the period. At December 31, 2017, the estimated fair value of the plant in Sarnia of $47 million was determined using the market approach, which represents a level 2 in the fair value measurement hierarchy. Our fair value estimates required us to use significant other observable inputs including assumptions related to cost of sales, among others. Accordingly, an accelerated depreciation expense of $77 million was recorded in 2017, of which $75.1 million for property and equipment (see note 5) and $1.9m for intangible assets (see note 6), as the carrying value of the Sarnia plant assets of $125 million was greater than its then estimated fair value. All other assets groups were determined to be recoverable in 2017. |
Government grants | Government grants The Company has entered into arrangements to receive government grants that relate primarily to the construction of facilities. Government grants are recognized when there is reasonable assurance that the grant will be received and that the conditions of the grant have been complied with. Government grants received in advance of complying with the conditions of the grant are deferred until all conditions are met. Government grants related to property and equipment are included in the balance sheet as a reduction of the cost of the asset and result in reduced depreciation expense over the useful life of the asset. Government grants that relate to expenses are recognized in the statement of operations as a reduction of the related expense or as a component of other income. |
Warrants financial liability | Warrants financial liability The Company accounts for common stock warrants in accordance with applicable accounting guidance provided in FASB ASC 815, Derivatives and Hedging—Contracts in Entity’s Own Equity The liability is presented as warrants financial liability in the consolidated balance sheets, and changes in the fair value of the warrants are reflected in the consolidated statements of operations as part of financial charges (income), net. |
Redeemable non-controlling interest | Redeemable non-controlling interest Redeemable non-controlling interest were classified in temporary equity on the Company’s consolidated balance sheets, at the greater of the carrying value or the redemption value, in accordance with FASB ASC 480-10-S99. |
Revenue recognition | Revenue recognition Revenue comprises the fair value of the consideration received or receivable for the sale of products and services in the ordinary course of the Company’s activities. Revenue is presented net of discounts. Revenue is recognized when persuasive evidence of an arrangement exists, the fee is determinable, collectability is reasonably assured and delivery has occurred, which for product revenue is at the time of transfer of title. The Company’s revenues represent sales of bio-succinic acid to a limited number of customers. During the year ended December 31, 2017, 58% of sales were to a single customer. During the year ended December 31, 2016, 71% of sales were to the same single customer. |
Net loss per share | Net loss per share The Company computes net loss per share in accordance with FASB ASC 260, Earnings per share |
Research and development expenses | Research and development expenses In accordance with FASB ASC 730, Research and Development |
Deferred financing costs | Deferred financing costs Costs incurred to secure financing are deferred until proceeds are received, which are being treated as debt issuance costs. |
Debt issuance costs | Debt issuance costs Debt issuance costs consist of costs incurred in obtaining debt and are amortized over the term of the financing on a straight-line basis, which approximates the effective interest method. These costs are recorded as a direct deduction from the carrying amount of the related debt liability on the consolidated balance sheets. |
Borrowing costs | Borrowing costs Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. If active development is interrupted for an extended period, capitalization is suspended. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalization. All other borrowing costs are expensed in the period in which they are incurred. |
Stock-based compensation | Stock-based compensation The Company accounts for its stock-based compensation expense in accordance with FASB ASC 718, Compensation—Stock Compensation The Company recognizes stock-based compensation for awards to employees based on the estimated fair value of the awards granted. The fair value method requires the Company to estimate the fair value of stock-based awards on the date of grant using an option pricing model. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to employees, and the requisite fair value is recognized as expense on a straight-line basis over the service period of the award. The Company uses the Black-Scholes option-pricing model to estimate the fair value of awards granted to non-employees. The measurement of stock-based compensation for non-employees is subject to periodic adjustments as the underlying equity instruments vest, and the resulting change in value, if any, is recognized in the Company’s consolidated statements of operations during the period the related services are rendered. The Black-Scholes option pricing model requires the following inputs: expected life, expected volatility, risk-free interest rate, expected dividend yield rate, exercise price and closing price of the Company’s common stock on the date of grant. Due to the Company’s limited history of grant activity, the Company calculates its expected term utilizing the “simplified method” permitted by the Securities and Exchange Commission (“SEC”), which is the average of the total contractual term of the option and its vesting period. The Company calculates its expected volatility rate from the historical volatilities of selected comparable public companies within its industry, due to a lack of historical information regarding the volatility of the Company’s stock price. The Company will continue to analyze the historical stock price volatility assumption as more historical data for its common stock becomes available. The risk-free interest rate is based on the US Treasury yield curve in effect at the time of grant for zero coupon US Treasury notes with maturities similar to the option’s expected term. The expected dividend yield was assumed to be zero, as the Company has not paid, nor does it anticipate paying, cash dividends on shares of its common stock. The Company estimates its forfeiture rate based on an analysis of its actual forfeitures and will continue to evaluate the appropriateness of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover and other factors. |
Environmental liabilities | Environmental liabilities The nature of the Company’s operations requires compliance with environmental laws and regulations set by the governmental authorities in the jurisdictions in which the Company operates. It will develop policies and practices for the remediation of the effects of release or disposal of materials at its locations. Any resulting environmental liabilities will be recorded when they are probable and management can reliably estimate their amount. As of December 31, 2017, and each prior balance sheet date presented, no environmental liabilities have been identified. |
Income taxes | Income taxes The Company calculates its income tax charge on the basis of the tax laws enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income, in accordance with FASB ASC 740, Income Taxes Income taxes in the consolidated statements of operations consist of federal, state and foreign jurisdictions income taxes related to the Company and its subsidiaries. Income taxes are provided for the tax effects of transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related to temporary differences arising from assets and liabilities whose basis are different for financial reporting and income tax purposes. Deferred taxes are provided using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and net operating losses, and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts on the financial statements of assets and liabilities and their tax basis. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. A valuation allowance is provided to reduce net deferred tax assets to an amount that is more likely than not to be realized. The amount of the valuation allowance is based on the Company’s best estimate of the recoverability of its deferred tax assets. In making such a determination, we consider all available positive and negative evidence, including future reversals of taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. If we determine that we would be able to realize our deferred tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance. The Company follows guidance for income taxes, which prescribes a recognition threshold and measurement standard for the financial statement recognition and measurement of an income tax position taken or expected to be taken in a tax return. The Company accounts for interest and penalties related to uncertain tax positions, if any, as part of tax expense unless it is associated with intercompany profits. The Company recognizes interest and penalties related to uncertain tax positions associated with intercompany profits as prepaid tax expense. This asset is amortized over the life of the assets involved in the intercompany sale. The Company recorded no interest and penalties during the year ended December 31, 2017, December 31, 2016 and 2015 respectively. |
Segment reporting | Segment reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the chief operating decision-maker in making decisions regarding resource allocation and assessing performance. To date, the Company has viewed its operations and manages its business as one segment. The chief operating decision-makers are the Chief Executive Officer and the Chief Financial Officer. |
Recent accounting pronouncements adopted and not yet adopted | Recently adopted accounting pronouncements In March 2016, the FASB issued ASU 2016-09, Compensation—Stock Compensation (Topic 718). This standard makes several modifications to Topic 718 related to the accounting for forfeitures, employer tax withholding on share-based compensation and the financial statement presentation of excess tax benefits or deficiencies. ASU 2016-09 also clarifies the statement of cash flows presentation for certain components of share-based awards. The standard is effective for interim and annual reporting periods beginning after December 15, 2016. The Company adopted this guidance on January 1, 2017 and made an accounting policy election to account for forfeitures as they occur, the impact of which is generally consistent with the Company’s current forfeiture estimate. There was no cumulative-effect adjustment to retained earnings as of the beginning of the period in which this ASU is adopted. In July 2015, the FASB issued ASU 2015-11, Simplifying the Measurement of Inventory impact on In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” This standard eliminates the requirement to measure the implied fair value of goodwill by assigning the fair value of a reporting unit to all assets and liabilities within that unit (“the Step 2 test”) from the goodwill impairment test. Instead, if the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess, limited by the amount of goodwill in that reporting unit. Effective January 1, 2017, the Company has early adopted ASU 2017-04 Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. Pursuant to the amended guidance, instead of performing the second step, the amount of goodwill impairment is measured as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to the reporting unit. Recent accounting pronouncements not yet adopted In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, "Revenue Recognition - Revenue from Contracts with Customers," which is a comprehensive revenue recognition standard that will supersede nearly all existing revenue recognition guidance under U.S. GAAP. Under the standard, revenue is recognized when a customer obtains control of promised goods or services in an amount that reflects the consideration the entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. This standard is effective for interim and annual periods beginning after December 15, 2017, and either full retrospective adoption or modified retrospective adoption is permitted. We will adopt the standard using the modified retrospective method and accordingly will not restate prior periods. The Company’s current assessment is that the adoption of the standard will not have any material impact on its consolidated financial position or results of operations. The Company will adopt this standard when it becomes effective for the Company on January 1, 2018. In January 2016, the FASB issued ASU 2016-01, Recognition and Measurement of Financial Assets and Financial Liabilities, which among other changes in accounting and disclosure requirements, replaces the cost method of accounting for non-marketable equity securities with a model for recognizing impairments and observable price changes, and also eliminates the available-for-sale classification for marketable equity securities. Under the new guidance, other than when the consolidation or equity method of accounting is utilized, changes in the fair value of equity securities are to be recognized in earnings. This guidance will be effective for interim and annual reporting periods beginning after December 15, 2017. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In February 2016, the FASB issued Accounting ASU 2016-02, Leases. The new standard establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact of this standard on its consolidated financial statements. In August 2016, the FASB issued ASU 2016-15 “Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments” to address diversity in practice on certain specific cash flow issues. The ASU will be effective for the Company for the fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted. The Company is in the process of evaluating the impact of the standard on its consolidated financial statements and the timing of adoption. In November 2016, the FASB issued ASU 2016-18, “Restricted Cash”. The purpose of this guidance is to reduce the diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows. This guidance requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. ASU 2016-18 is effective for interim or annual periods beginning after December 15, 2017 and early adoption is permitted. This guidance must be applied retrospectively. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated cash flows. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718) - Scope of Modification Accounting”. The amendments in the update provide guidance on types of changes to the terms or conditions of share-based payment awards that would be required to apply modification accounting under ASC 718, Compensation-Stock Compensation. The amendments are effective for annual reporting periods beginning after December 15, 2017 with early adoption permitted. The Company is currently evaluating the impact of adopting this new accounting guidance on its consolidated financial statements. |
Summary of significant accoun29
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Property and Equipment, Estimated Useful Lives | Property and equipment are recorded at cost and are amortized over their estimated useful lives using the straight-line method over the following periods: Building 40 years Furniture and Fixtures 5-8 years Machinery and Equipment 5-20 years Computers, Office Equipment and Peripherals 3-7 years |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | December 31, December 31, 2017 2016 $ $ Finished goods 4,165,222 3,638,562 Work in progress 79,772 117,642 Raw material 414,099 567,441 Supplies and spare parts 164,253 173,995 Total 4,823,346 4,497,640 |
Property and equipment (Tables)
Property and equipment (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Property Plant And Equipment [Abstract] | |
Schedule of Property and Equipment | Estimated Useful December 31, December 31, Life 2017 2016 (years) $ $ Land 284,444 265,667 Building 40 93,918,192 87,296,018 Machinery and equipment 5 - 20 38,550,795 35,655,348 Furniture and fixtures 5 - 8 120,394 114,078 Computers, office equipment and peripherals 3 - 7 194,843 184,865 Leasehold improvement 10 351,221 328,035 Construction in-progress 3,275,837 3,324,862 136,695,726 127,168,873 Less: accumulated depreciation (87,234,476 ) (5,540,601 ) Property and equipment, net 49,461,250 121,628,272 |
Intangible assets (Tables)
Intangible assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | December 31, December 31, 2017 2016 $ $ License with indefinite-lived 3,106,767 3,106,767 Acquired licenses with definite-lived 3,017,550 3,017,550 Computer software and licenses 404,395 384,972 Less: accumulated amortization (2,493,179 ) (382,602 ) Intangible assets, net 4,035,533 6,126,687 |
Accounts payable and accrued 33
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Payables And Accruals [Abstract] | |
Summary of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities consisted of the following: December 31, December 31, 2017 2016 $ $ Trade accounts payable 4,372,348 4,601,835 Accrued payroll and bonus 395,208 383,117 Consulting and legal fees 871,680 635,722 Accrued interest and financing fees 210,330 184,567 Other 303,850 216,733 Total 6,153,416 6,021,974 |
Long-term debt (Tables)
Long-term debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Outstanding Long Term Debt | The balance of the outstanding long term debt is as follows: December 31, December 31, 2017 2016 $ $ Sustainable Chemistry Alliance: Face value (CAD $340,519) 271,326 327,835 Less: debt discount (192,757 ) (180,032 ) Amortization of debt discount 161,513 130,774 Less: short-term portion of debt (99,600 ) (74,420 ) 140,482 204,157 Sustainable Jobs and Investment Fund: Face value (CAD $15,000,000) 11,952,000 11,163,000 Less: debt discount (5,475,661 ) (5,114,190 ) Amortization of debt discount 3,073,207 1,846,954 9,549,547 7,895,764 Federal Economic Development Agency: Face value (CAD $8,850,000) 7,051,680 6,697,800 Less: debt discount (3,393,159 ) (3,169,163 ) Less: short-term portion of debt (358,560 ) (1,786,080 ) Gain on debt extinguishment (2,002,587 ) (601,616 ) Amortization of debt discount 2,964,435 2,313,885 4,261,809 3,454,826 Minister of Agriculture and Agri-Food Canada: Face value (CAD $9,074,074) 7,230,222 6,883,850 Less: debt discount (3,781,712 ) (3,532,065 ) Amortization of debt discount 1,365,272 836,234 Less: short-term portion of debt (997,272 ) (744,200 ) 3,816,511 3,443,819 EDC: Face value (CAD $15,384,615) 12,258,462 11,449,231 Less: debt discount (1) (3,145,841 ) (2,863,751 ) Amortization of debt discount (1) 1,612,346 1,006,724 Less: short-term portion of debt (3,066,086 ) (2,289,846 ) 7,658,880 7,302,358 BDC: Face value (CAD $10,000,000) 7,968,000 7,442,000 Less: debt discount (2) (394,443 ) (368,403 ) Amortization of debt discount (2) 93,450 25,945 Less: short-term portion of debt (398,703 ) (368,379 ) 7,268,304 6,731,163 Bridging: Face value (CAD $25,000,000) — 18,605,000 Less: debt issuance cost — (627,069 ) Amortization of debt issuance cost — 58,542 Less: short-term portion of debt — (18,036,473 ) — — Long-term debt, net 32,695,533 29,032,087 [1] Includes deferred debt financings costs of $1,275,878 as of December 31, 2017, and amortization of debt financing costs of $477,108, as a result of the retrospective adoption of Accounting Standard Update (ASU) 2015-03 on January 1,2016. Prior to the ASU adoption, deferred debt issuance costs were presented in deferred financing costs. [2] Includes deferred debt financings costs of as of December 31, 2017, and amortization of debt financing costs of $93,450. |
Principal Repayments of Outstanding Loans Payable | The principal repayments of the outstanding loans payable are as follows: SCA SJIF FEDDEV AAFC EDC BDC Total $ $ $ $ $ $ $ January 2018 - December 2018 99,600 — 358,560 997,272 3,066,086 398,703 4,920,221 January 2019 - December 2019 79,680 2,390,400 836,640 997,272 3,066,086 1,593,536 8,963,614 January 2020 - December 2020 92,046 2,390,400 1,314,720 997,272 3,066,086 1,593,536 9,454,060 January 2021 - December 2021 — 2,390,400 1,434,240 997,272 3,060,204 1,593,536 9,475,652 January 2022 and thereafter — 4,780,800 3,107,520 3,241,134 — 2,788,689 13,918,143 Total 271,326 11,952,000 7,051,680 7,230,222 12,258,462 7,968,000 46,731,690 |
Financial charges (income) (Tab
Financial charges (income) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instruments [Abstract] | |
Schedule of Financial Charges or Income | Year Ended December 31 2017 2016 2015 $ $ $ End of term charge on long-term debt (Note 8 vii) — 1,032,937 1,029,563 Interest on long-term debt 2,298,354 2,898,238 2,521,226 Revaluation of the warrants financial liability (Note 13) (13,158,021 ) (5,892,360 ) (2,261,959 ) Issuance costs of the warrants financial liability 1,455,619 638,813 — Other interest (income) charge, net (75,693 ) 572,289 300,250 Total financial (income) charges, net (9,479,741 ) (750,083 ) 1,589,080 |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Schedule of Future Lease Payments | Future lease payments aggregate $787,989 as at December 31, 2017 and include the following future amounts payable: December 31, 2017 $ 2018 172,071 2019 167,609 2020 180,225 2021 189,236 2022 78,848 Thereafter — |
Schedule of Royalty Payments and Commitments Related to Purchase Obligations and Service Payments | As of December 31, 2017, the Company has commitments related to royalty payments as follows: December 31, 2017 $ 2018 1,500,000 2019 1,200,000 2020 1,200,000 2021 1,200,000 2022 1,200,000 Thereafter 7,800,000 |
BioAmber Sarnia [Member] | |
Schedule of Royalty Payments and Commitments Related to Purchase Obligations and Service Payments | As of December 31, 2017, BioAmber Sarnia has commitments related to purchase obligations and service payments as follows: December 31, 2017 $ 2018 2,134,829 2019 2,382,567 2020 2,382,567 2021 2,382,567 2022 2,382,567 Thereafter 943,351 |
Redeemable non-controlling in37
Redeemable non-controlling interest (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Comprehensive Income Net Of Tax Including Portion Attributable To Noncontrolling Interest [Abstract] | |
Schedule of Redeemable Non-controlling Interest Activity | The following table reflects the activity of the redeemable non-controlling interest: Balance, January 1, 2016 $ 24,583,636 Mitsui’s additional capital contribution 17,725,999 Net loss attributable to redeemable NCI (5,892,610 ) Accumulated other comprehensive income attributable to NCI 1,098,662 Balance, December 31, 2016 37,515,687 Net loss attributable to redeemable NCI (4,035,303 ) Accumulated other comprehensive income attributable to NCI 2,589,080 Purchase of redeemable non-controlling interest by BioAmber (36,069,464 ) Balance, December 31, 2017 (0 ) |
Schedule of Net Loss Attributable to Bioamber Shareholders and Transfers from (to) Non-controlling Interest | Year Ended December 31, 2017 2016 $ $ Net loss attributable to Bioamber shareholders (98,151,473 ) (22,478,081 ) Increase in Bioamber's paid-in capital for the purchase of Mitsui's common shares 38,609,755 — Net transfers from non-controlling interest 38,609,755 — Changes from net loss attributable to Bioamber shareholders and transfers from (to) non-controlling interest (59,541,718 ) (22,478,081 ) |
Share capital (Tables)
Share capital (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock-Based Compensation Expense | Stock-based compensation expense was allocated as follows: Year Ended December 31 2017 2016 2015 $ $ $ General and administrative 2,991,336 2,075,548 2,539,854 Research and development 2,023,981 1,339,904 1,769,224 Sales and marketing 162,949 163,944 481,530 Total compensation expense 5,178,266 3,579,396 4,790,608 |
Summary of Stock Option Activity | The following table summarizes activity under the Plan: Numbers of options Weighted Average Exercise Price Weighted Average Remaining Contractual life (Years) Aggregate Intrinsic Value Outstanding at December 31, 2016 5,599,511 $ 6.73 6.71 $ 3,027,426 Granted 2,370,407 $ 2.56 Exercised (101,500 ) $ 1.07 Forfeited or cancelled (601,770 ) $ 5.52 Outstanding at December 31, 2017 7,266,648 $ 5.55 6.48 $ 900 Exercisable at December 31, 2017 5,358,519 $ 6.43 5.65 $ - |
Schedule of Assumptions Using Black-Scholes Option Pricing Model | The fair value of options granted was determined using the Black-Scholes option pricing model with the following weighted-average assumptions: Year ended December 31, 2017 2016 2015 Risk-free interest rate 1.85 % 1.60 % 1.77 % Expected life (in years) 5.16 6.25 6.25 Volatility 70.96 % 79.00 % 82.93 % Expected dividend yield 0 % 0 % 0 % |
Summary of Warrants Outstanding to Acquire Common Shares | As at December 31, 2017, the Company had the following warrants outstanding to acquire common shares: Number Exercise price Expiration date 44,240 $ 1.07 September 2018 159,390 $ 1.43 February 2019 291,110 $ 4.12 June 2019 151,220 $ 6.61 April 2021 2,118,422 $ 5.50 January 2021 14,939,998 $ 0.75 August 2022 17,704,380 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule Components of Loss Before Income Taxes | The loss from continuing operations before income taxes was as follows: Year Ended December 31 2017 2016 2015 $ $ $ United States (9,725,535 ) (13,453,184 ) (24,056,882 ) Canada and other (92,379,506 ) (14,769,776 ) (17,117,545 ) Loss from continuing operations before income taxes (102,105,041 ) (28,222,960 ) (41,174,427 ) |
Schedule of Income Tax Expense | The income tax expense was as follows: Year Ended December 31 2017 2016 2015 $ $ $ Canada 81,735 25,646 (3,786 ) Income tax expense (recovery) 81,735 25,646 (3,786 ) |
Schedule of Differences between the Statutory Income Tax Rates and the Effective Income Tax Rates Applied to the Loss Before Income Taxes | Differences between the statutory income tax rates and the effective income tax rates applied to the loss before income taxes consisted of the following: Year Ended December 31 2017 2016 2015 $ $ $ Loss before income taxes 102,105,041 28,222,960 41,174,427 U.S. statutory tax rates 35 % 35 % 35 % Expected income tax recovery (35,736,764 ) (9,878,036 ) (14,411,049 ) Foreign tax rate differential 8,260,310 1,275,190 1,117,683 Stock based compensation and other permanent differences (4,109,897 ) 8,923,484 — Net increase (decrease) in valuation allowance 7,723,006 (294,992 ) 13,289,580 Revaluation of the prior year deferred tax asset (1) 23,925,278 — — Other 19,802 — — Provision (recovery) for income taxes 81,735 25,646 (3,786 ) (1) On December 22, 2017, the United States (US) enacted the “Tax Cuts and Jobs Act” which has been commonly referred to as US tax reform. A significant change under this reform is the reduction of the US Federal tax rate from 35.0% to 21.0%, effective January 1, 2018. The revaluation of the prior year deferred tax asset is due to this reduction in tax rate. The valuation allowance was also reduced by a corresponding amount which is included in the net increase in valuation allowance presented in the table. |
Summary of Net Deferred Tax Assets and Liabilities | The tax effects of temporary differences that give rise to significant components of the deferred income tax assets and deferred income tax liabilities are presented below: December 31, December 31, 2017 2016 $ $ Deferred tax assets Net operating loss carryforwards 44,206,717 52,281,595 Interest accretion (2,124,150 ) — Stock options 2,229,842 3,156,799 Depreciable and amortizable assets 24,129,276 5,838,705 Foreign currency differences 678,697 1,365,811 Other (2,149,168 ) 48,614 Total gross deferred income tax assets 66,971,214 62,691,523 Less: valuation allowance (66,971,214 ) (62,691,523 ) Total deferred income tax assets — — |
Schedule of Total Amounts of Unrecognized Tax Benefits | The following is a roll forward of the total amounts of unrecognized tax benefits: December 31, 2017 2016 2015 $ $ $ Unrecognized tax benefits—beginning of period 3,490,663 3,490,663 4,039,663 Gross decreases—tax positions in prior periods (1,396,265 ) — (549,000 ) Unrecognized tax benefits—end of period 2,094,398 3,490,663 3,490,663 |
Related party transactions (Tab
Related party transactions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Schedule of Transactions with Related Parties | Transactions with related parties not disclosed elsewhere were as follows: December 31, 2017 2016 2015 $ $ $ Product sales to a shareholder 575,304 333,313 21,546 Services received by a shareholder 156,402 222,855 — |
Selected Quarterly Financial 41
Selected Quarterly Financial Data (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Selected Quarterly Financial Data | The following table contains quarterly financial information for 2017 and 2016. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair statement of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. 2017 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 2,123,468 $ 4,122,282 $ 3,300,983 $ 5,396,227 $ 14,942,960 Total operating expenses $ 8,639,219 $ 6,191,903 $ 5,397,695 $ 82,403,991 $ 102,632,808 Operating loss $ (10,627,151 ) $ (7,801,042 ) $ (8,076,748 ) $ (83,508,363 ) $ (110,013,304 ) Net loss $ (1,377,809 ) $ (8,906,620 ) $ (7,833,013 ) $ (84,069,334 ) $ (102,186,776 ) Net income (loss) attributable to BioAmber Inc. shareholders $ 105,833 $ (7,138,459 ) $ (7,049,514 ) $ (84,069,334 ) $ (98,151,473 ) Net income (loss) per share applicable to BioAmber Inc. shareholders —basic $ 0.003 $ (0.20 ) $ (0.16 ) $ (1.61 ) $ (2.34 ) 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total Total revenue $ 1,458,485 $ 2,521,097 $ 3,661,454 $ 631,461 $ 8,272,497 Total operating expenses $ 6,903,507 $ 6,354,811 $ 5,199,373 $ 5,777,839 $ 24,235,530 Operating loss $ (8,507,412 ) $ (7,314,705 ) $ (6,572,499 ) $ (7,235,354 ) $ (29,629,970 ) Net loss (income) $ (12,535,740 ) $ 2,933,102 $ (6,719,452 ) $ (12,048,601 ) $ (28,370,691 ) Net loss (income) attributable to BioAmber Inc. shareholders $ (10,945,687 ) $ 4,810,667 $ (6,158,414 ) $ (10,184,647 ) $ (22,478,081 ) Net loss (income) per share applicable to BioAmber Inc. shareholders —basic $ (0.39 ) $ 0.17 $ (0.21 ) $ (0.39 ) $ (0.78 ) |
Description of the Business - A
Description of the Business - Additional Information (Detail) | Sep. 30, 2010 |
Bioamber S.A.S. [Member] | |
Schedule Of Description Of Business [Line Items] | |
Company acquired interest of joint venture | 50.00% |
Summary of significant accoun43
Summary of significant accounting policies - Additional Information (Detail) | Dec. 08, 2008 | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)UnitSegmentshares | Dec. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Apr. 28, 2017shares | Dec. 29, 2016$ / sharesshares | May 09, 2013$ / sharesshares |
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Accumulated deficit | $ (318,919,451) | $ (220,767,978) | $ (318,919,451) | $ (220,767,978) | |||||||||||
Net loss | (84,069,334) | $ (7,833,013) | $ (8,906,620) | $ (1,377,809) | (12,048,601) | $ (6,719,452) | $ 2,933,102 | $ (12,535,740) | (102,186,776) | (28,370,691) | $ (41,170,641) | ||||
Non-cash impairment loss and write-off of property, equipment and intangibles asset | $ 77,579,652 | 1,141,000 | |||||||||||||
Cash equivalents as highly liquid investments original maturity | three months or less | ||||||||||||||
Restricted cash | 298,800 | 558,150 | $ 298,800 | 558,150 | |||||||||||
Number of aggregate common stock warrants issued | shares | 2,224,199 | 0.5 | |||||||||||||
Exercise price warrant per underlying share | $ / shares | $ 11 | ||||||||||||||
Provision for doubtful accounts | $ 0 | 0 | |||||||||||||
Number of reporting unit | Unit | 1 | ||||||||||||||
Impairment of goodwill | $ 0 | $ 0 | |||||||||||||
Leasing period | 4 years | ||||||||||||||
Cumulative lease amount to be recognized | 180,000 | $ 180,000 | |||||||||||||
Accelerated depreciation expense | $ 77,000,000 | ||||||||||||||
Property and equipment impairment charges | 75,100,000 | ||||||||||||||
Intangible assets impairment charges | 1,900,000 | ||||||||||||||
Plant assets | 49,461,250 | $ 121,628,272 | $ 49,461,250 | $ 121,628,272 | |||||||||||
Period of awards granted | 10 years | 10 years | |||||||||||||
Company's authorized share of common stock | shares | 1 | ||||||||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | ||||||||||||
Environmental liabilities identified | 0 | $ 0 | |||||||||||||
Interest and penalties related to uncertain tax positions | $ 0 | $ 0 | $ 0 | ||||||||||||
Number of business segment | Segment | 1 | ||||||||||||||
Vesting Period Three [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Stock option vesting period | 4 years | ||||||||||||||
Sales [Member] | Customer concentration risk [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Consolidated revenue from customers | 58.00% | 71.00% | |||||||||||||
Sarnia [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Estimated fair value of plant | $ 47,000,000 | ||||||||||||||
Plant assets | $ 125,000,000 | $ 125,000,000 | |||||||||||||
Minimum [Member] | Computer Software [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Period of estimated useful lives | 2 years | ||||||||||||||
Minimum [Member] | License [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Period of estimated useful lives | 2 years | ||||||||||||||
Minimum [Member] | Patents and Licenses [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Period of estimated useful lives | 5 years | ||||||||||||||
Maximum [Member] | Computer Software [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Period of estimated useful lives | 5 years | ||||||||||||||
Maximum [Member] | License [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Period of estimated useful lives | 5 years | ||||||||||||||
Maximum [Member] | Patents and Licenses [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Period of estimated useful lives | 18 years | ||||||||||||||
Special Warrant [Member] | |||||||||||||||
Organization And Significant Accounting Policies [Line Items] | |||||||||||||||
Number of aggregate common stock warrants issued | shares | 2,224,199 | 2,224,199 | 2,224,199 | 2,224,199 | |||||||||||
Exercise price warrant per underlying share | $ / shares | $ 4 | $ 4 | $ 4 | ||||||||||||
Proceeds from issuance of warrant | $ 8,900,000 | ||||||||||||||
Restricted cash and cash equivalents | $ 8,900,000 | $ 8,900,000 | |||||||||||||
Special warrant, term of the warrants | 120 days |
Summary of significant accoun44
Summary of significant accounting policies - Property and Equipment, Estimated Useful Lives (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
Building [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 40 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 8 years |
Machinery and Equipment [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 20 years |
Computers, Office Equipment and Peripherals [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 3 years |
Computers, Office Equipment and Peripherals [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Property and equipment, Estimated Useful Life | 7 years |
Equity and Cost Investments - A
Equity and Cost Investments - Additional Information (Detail) | May 06, 2014USD ($) | Feb. 15, 2012USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Feb. 05, 2015USD ($) | Feb. 05, 2015CAD ($) | Feb. 28, 2010 |
Schedule Of Equity Method Investments [Line Items] | |||||||
Total assets | $ 69,513,895 | $ 161,330,465 | |||||
Total liabilities | 47,661,200 | 75,323,878 | |||||
Cost investment in start-up private company | $ 412,434 | $ 500,000 | |||||
Maximum [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Cost method investment, ownership percentage | 6.60% | 6.60% | |||||
Amber Works L L C [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Total assets | 68,744 | 68,744 | |||||
Total liabilities | 0 | 0 | |||||
Sinoven [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Ownership Percentage | 75.00% | ||||||
Sinoven Biopolymers Inc [Member] | Amber Works L L C [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||
Initial cash contribution | $ 1,000,000 | ||||||
Total assets | $ 34,372 | $ 34,372 | |||||
Nature Works LLC [Member] | Amber Works L L C [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||
Initial cash contribution | $ 1,000,000 | ||||||
Sinoven and Nature Works LLC [Member] | |||||||
Schedule Of Equity Method Investments [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||
Capital Distribution | $ 1,350,000 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 4,165,222 | $ 3,638,562 |
Work in progress | 79,772 | 117,642 |
Raw material | 414,099 | 567,441 |
Supplies and spare parts | 164,253 | 173,995 |
Total | $ 4,823,346 | $ 4,497,640 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |||
Inventory reserve | $ 0 | $ 0 | $ 300,000 |
Property and equipment - Schedu
Property and equipment - Schedule of Property and Equipment (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Line Items] | ||
Land | $ 284,444 | $ 265,667 |
Building | 93,918,192 | 87,296,018 |
Machinery and equipment | 38,550,795 | 35,655,348 |
Furniture and fixtures | 120,394 | 114,078 |
Computers, office equipment and peripherals | 194,843 | 184,865 |
Leasehold improvement | 351,221 | 328,035 |
Construction in-progress | 3,275,837 | 3,324,862 |
Property and equipment, gross | 136,695,726 | 127,168,873 |
Less: accumulated depreciation | (87,234,476) | (5,540,601) |
Property and equipment, net | $ 49,461,250 | $ 121,628,272 |
Building [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 40 years | |
Leasehold improvement [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 10 years | |
Minimum [Member] | Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 5 years | |
Minimum [Member] | Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 5 years | |
Minimum [Member] | Computers, Office Equipment and Peripherals [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 3 years | |
Maximum [Member] | Machinery and Equipment [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 20 years | |
Maximum [Member] | Furniture and Fixtures [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 8 years | |
Maximum [Member] | Computers, Office Equipment and Peripherals [Member] | ||
Property Plant And Equipment [Line Items] | ||
Property and equipment, Estimated Useful Life | 7 years |
Property and equipment - Additi
Property and equipment - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 4,885,313 | $ 4,631,586 | $ 1,012,320 |
Accelerated depreciation recorded for impairment | $ 75,100,000 |
Intangible assets - Schedule of
Intangible assets - Schedule of Intangible Assets (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
License with indefinite-lived | $ 3,106,767 | $ 3,106,767 |
Acquired licenses with definite-lived | 3,017,550 | 3,017,550 |
Computer software and licenses | 404,395 | 384,972 |
Less: accumulated amortization | (2,493,179) | (382,602) |
Intangible assets, net | $ 4,035,533 | $ 6,126,687 |
Intangible assets - Additional
Intangible assets - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 11, 2014PlantT | |
Intangible Assets [Line Items] | ||||
Amortization expense | $ 204,621 | $ 211,578 | $ 68,120 | |
Annual production capacity of plant | T | 100,000 | |||
License fee capitalized | 3,106,767 | |||
Accelerated depreciation recorded for impairment | 1,900,000 | |||
BDO [Member] | ||||
Intangible Assets [Line Items] | ||||
Annual production capacity of plant | T | 70,000 | |||
THF [Member] | ||||
Intangible Assets [Line Items] | ||||
Annual production capacity of plant | T | 30,000 | |||
BDO/THF [Member] | ||||
Intangible Assets [Line Items] | ||||
Number of additional plants to license | Plant | 2 | |||
Cargill License [Member] | ||||
Intangible Assets [Line Items] | ||||
License fee capitalized | 3,017,550 | |||
Accelerated depreciation recorded for impairment | $ 1,900,000 |
Accounts payable and accrued 52
Accounts payable and accrued liabilities - Summary of Accounts Payable and Accrued Liabilities (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Payables And Accruals [Abstract] | ||
Trade accounts payable | $ 4,372,348 | $ 4,601,835 |
Accrued payroll and bonus | 395,208 | 383,117 |
Consulting and legal fees | 871,680 | 635,722 |
Accrued interest and financing fees | 210,330 | 184,567 |
Other | 303,850 | 216,733 |
Total | $ 6,153,416 | $ 6,021,974 |
Long-term debt - Sustainable Jo
Long-term debt - Sustainable Jobs and Investment Fund (SJIF) - Additional Information (Detail) | 12 Months Ended | |||
Dec. 31, 2017USD ($)JobInstallment | Dec. 31, 2017CAD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2011CAD ($) | |
Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 12.00% | |||
Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 15.00% | |||
Sustainable Jobs and Investment Fund [Member] | ||||
Debt Instrument [Line Items] | ||||
Loan granted under the Contribution agreement | $ 11,952,000 | $ 15,000,000 | $ 11,163,000 | $ 15,000,000 |
Period for interest free loan | 5 years | |||
Number of jobs | Job | 31 | |||
Number of annual installments | Installment | 5 | |||
Sustainable Jobs and Investment Fund [Member] | Loans Payable [Member] | Minimum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 12.00% | |||
Sustainable Jobs and Investment Fund [Member] | Loans Payable [Member] | Maximum [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 15.00% | |||
Sustainable Jobs and Investment Fund [Member] | Condition One [Member] | ||||
Debt Instrument [Line Items] | ||||
Annual rate for interest of loan | 3.98% | 3.98% | ||
Sustainable Jobs and Investment Fund [Member] | Condition Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Annual rate for interest of loan | 5.98% | 5.98% |
Long-term debt - Sustainable Ch
Long-term debt - Sustainable Chemistry Alliance (SCA) - Additional Information (Detail) - Sustainable Chemistry Alliance [Member] | 1 Months Ended | 12 Months Ended | |||||
Mar. 31, 2016CAD ($) | Jun. 30, 2014CAD ($) | Nov. 30, 2011CAD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2017USD ($)Installment | Dec. 31, 2017CAD ($)Installment | Dec. 31, 2016USD ($) | |
Debt Instrument [Line Items] | |||||||
Loan granted under the Contribution agreement | $ 500,000 | $ 271,326 | $ 340,519 | $ 327,835 | |||
Annual rate for interest of loan | 5.00% | 5.00% | |||||
Number of quarterly installments | Installment | 20 | 20 | |||||
Quarterly installment amount | $ 25,000 | ||||||
Starting period of repayment of principal amount | 2015-11 | ||||||
Ending period of repayment of principal amount | 2020-11 | ||||||
Aggregate principle payment of loan outstanding | $ 67,500,000 | $ 60,000,000 | $ 45,000,000 | ||||
Discount rate of debt | 15.00% |
Long-term debt - Federal Econom
Long-term debt - Federal Economic Development Agency (FEDDEV) - Additional Information (Detail) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2017CAD ($) | Sep. 30, 2011CAD ($) | |
Debt Instrument [Line Items] | ||||||
Gains (losses) on extinguishment of debt | $ 745,510 | |||||
Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Discount rate of debt | 12.00% | |||||
Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Discount rate of debt | 15.00% | |||||
Federal Economic Development Agency [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Loan granted under the Contribution agreement | $ 7,051,680 | $ 6,697,800 | $ 8,850,000 | $ 12,000,000 | ||
Starting period of repayment of principal amount | 2013-10 | |||||
Ending period of repayment of principal amount | 2018-10 | |||||
Original repayment term of principal amount in installments | 60 months | |||||
Gains (losses) on extinguishment of debt | $ 2,002,587 | $ 601,616 | ||||
Federal Economic Development Agency [Member] | Amendment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Starting period of repayment of principal amount | 2014-10 | |||||
Ending period of repayment of principal amount | 2019-10 | |||||
Federal Economic Development Agency [Member] | Second Amendment [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Starting period of repayment of principal amount | 2015-10 | |||||
Ending period of repayment of principal amount | 2020-10 | |||||
Federal Economic Development Agency [Member] | Repayment of Principal from March 2017 until October 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of principal amount | $ 200,000 | |||||
Starting period of repayment of loan | Mar. 31, 2017 | |||||
Ending period of repayment of loan | Oct. 31, 2020 | |||||
Repayment of principal frequency payment | monthly | |||||
Federal Economic Development Agency [Member] | Repayment of Principal from January 1, 2017 to March 31, 2018 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of principal amount | 50,000 | |||||
Starting period of repayment of loan | Jan. 1, 2017 | |||||
Ending period of repayment of loan | Mar. 31, 2018 | |||||
Repayment of principal frequency payment | quarterly | |||||
Federal Economic Development Agency [Member] | Repayment of Principal from April 1, 2018 to March 1, 2019 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of principal amount | 50,000 | |||||
Starting period of repayment of loan | Apr. 1, 2018 | |||||
Ending period of repayment of loan | Mar. 1, 2019 | |||||
Repayment of principal frequency payment | monthly | |||||
Federal Economic Development Agency [Member] | Repayment of Principal from April 1, 2019 to March 1, 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of principal amount | 100,000 | |||||
Starting period of repayment of loan | Apr. 1, 2019 | |||||
Ending period of repayment of loan | Mar. 1, 2020 | |||||
Repayment of principal frequency payment | monthly | |||||
Federal Economic Development Agency [Member] | Repayment of Principal from April 1, 2020 to February 1, 2024 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayment of principal amount | $ 150,000 | |||||
Starting period of repayment of loan | Apr. 1, 2020 | |||||
Ending period of repayment of loan | Feb. 1, 2024 | |||||
Repayment of principal frequency payment | monthly | |||||
Federal Economic Development Agency [Member] | March 2017 Amendments [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gains (losses) on extinguishment of debt | $ 1,300,000 | |||||
Federal Economic Development Agency [Member] | Final Disbursement [Member] | Loans Payable [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Discount rate of debt | 12.00% | |||||
Federal Economic Development Agency [Member] | Final Disbursement [Member] | Loans Payable [Member] | Maximum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Discount rate of debt | 15.00% |
Long-term debt - Minister of Ag
Long-term debt - Minister of Agriculture and Agri-Food of Canada (AAFC) - Additional Information (Detail) - Minister of Agriculture and Agri Food of Canada [Member] | 12 Months Ended | |||
Dec. 31, 2017USD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2016USD ($) | Mar. 10, 2014CAD ($) | |
Debt Instrument [Line Items] | ||||
Loan granted under the Contribution agreement | $ 7,230,222 | $ 9,074,074 | $ 6,883,850 | $ 10,000,000 |
Starting period of repayment of loan | Mar. 31, 2016 | |||
Ending period of repayment of loan | Mar. 31, 2026 | |||
Principal repayment Terms | On February 13, 2017, the Company agreed with AAFC to modify the principal repayment to have no principal repayment during the period of January 1, 2017 until January 30, 2018, and then repay in equal monthly payments commencing January 30, 2018 and coming due monthly on that day, such that the loan is fully repaid by March 31, 2025. The loan agreement contains various legal and financial covenants ordinarily found in such government agency loan agreements. These covenants were met as of December 31, 2017.. | |||
Final Disbursement [Member] | ||||
Debt Instrument [Line Items] | ||||
Discount rate of debt | 12.00% |
Long-term debt - Comerica Bank,
Long-term debt - Comerica Bank, Export Development Canada and Farm Credit Canada - Additional Information (Detail) - Comerica Bank Export Development Canada and Farm Credit Canada [Member] - Loan Agreement [Member] | Sep. 26, 2017USD ($) | Dec. 01, 2016CAD ($) | Nov. 30, 2016CAD ($) | Dec. 31, 2017CAD ($)Installment | Jun. 20, 2014CAD ($) |
Debt Instrument [Line Items] | |||||
Senior secured loan | $ 20,000,000 | ||||
Variable interest rate | 1.00% | ||||
Interest spread on variable rate | 5.00% | ||||
Repayment terms | The loan’s principal was repayable in 26 equal, quarterly installments beginning on September 30, 2015 | ||||
Number of quarterly installments | Installment | 26 | ||||
Upfront fee percentage | 2.50% | ||||
Deferred financing costs | $ 500,000 | ||||
Discount rate of debt | 12.00% | ||||
Debt Instrument, Increase, Accrued Interest | $ 6,000,000 | ||||
Minimum debt service ratio | 1.75 | ||||
Debt instrument covenant minimum cash balance requirement | $ 2,000,000 | $ 4,000,000 | |||
Mitsui [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of secured obligations | 30.00% | ||||
BioAmber Sarnia [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of secured obligations | 70.00% | ||||
Waiver and Amending Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Principal repayment Terms | On September 26, 2017, the Company entered into a waiver and amending agreement with EDC for a principal payment holiday from January 1, 2017 until December 31, 2017. The scheduled principal repayments were modified so the revised quarterly installment shall be $962,000 from March 31, 2018 until fully repaid in December 2021. | ||||
Quarterly installment amount | $ 962,000 | ||||
Starting period of repayment of loan | Mar. 31, 2018 | ||||
Ending period of repayment of principal amount | 2021-12 |
Long-term debt - BDC Capital In
Long-term debt - BDC Capital Inc. (BDC) - Additional Information (Detail) - BDC Capital Inc. [Member] | Jul. 09, 2017USD ($) | Aug. 10, 2016USD ($) | May 12, 2016 | Apr. 20, 2016CAD ($) | Jun. 30, 2019 | Dec. 31, 2017 | Jul. 22, 2016 |
Debt Instrument [Line Items] | |||||||
Debt issuance costs | $ 378,108 | ||||||
Maximum debt covenant ratio | 0.85 | ||||||
Minimum debt service ratio | 1.10 | ||||||
Scenario, Forecast [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Minimum debt service ratio | 1.50 | ||||||
BioAmber Sarnia [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Number of monthly installments | 59 months | ||||||
Monthly installment repayable on loan | $ 165,000 | ||||||
Starting period of repayment of loan | Oct. 15, 2017 | Apr. 15, 2017 | Apr. 15, 2017 | ||||
Ending period of installment repayment of principal amount | Oct. 15, 2018 | Oct. 15, 2017 | Feb. 15, 2022 | ||||
Balloon payment payable | $ 265,000 | ||||||
Ending period of repayment of loan | Sep. 15, 2023 | Sep. 15, 2022 | Mar. 15, 2022 | ||||
Annual rate for interest of loan | 13.00% | ||||||
BioAmber Sarnia [Member] | Plan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Secured term loan | $ 10,000,000 | ||||||
BioAmber Sarnia [Member] | Second Amendment [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Annual rate for interest of loan | 14.90% | ||||||
BioAmber Sarnia [Member] | Repayment of Loan on October 15, 2018 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installment repayable on loan | $ 167,060 | ||||||
BioAmber Sarnia [Member] | Repayment of Loan from November 15, 2018 to September 15, 2023 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Monthly installment repayable on loan | $ 166,660 |
Long-term debt - Bridging Finan
Long-term debt - Bridging Finance Inc. (Bridging) - Additional Information (Detail) | Jan. 27, 2017CAD ($) | Sep. 09, 2016CAD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | ||||
Gains (losses) on extinguishment of debt | $ 745,510 | |||
Bridging Finance Inc. [Member] | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, initiation date | Sep. 9, 2016 | |||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||
Line of credit facility financing fee percentage | 1.50% | |||
Line of credit facility, expiration date | Sep. 30, 2017 | |||
Period of repayment of term loan | 15 days | |||
Debt instrument, debt default, description of violation or event of default | to (i) the right of Bridging to demand the payment of the loan at any time (subject to a grace period of 15 days) or (ii) the occurrence of an event of default, the principal of the loan will be reimbursable in one lump-sum payment at its maturity date. | |||
Line of credit facility, stated interest rate for event of default | 21.00% | |||
Credit facility prepayment description | After April 1, 2017, the Company may prepay a portion or all of the Facility outstanding at any time, (i) without any fee or penalty upon at least 90 days prior written notice to the Lender, or (ii) with a prepayment penalty of up to 90 days of interest if the Company provides the lender with a prepayment notice of less than 90 days. | |||
Period of prior written notice | 90 days | |||
Period for which interest will paid in case prepayment notice not served | 90 days | |||
Reimbursement of debt | $ 25,000,000 | |||
Gains (losses) on extinguishment of debt | $ (528,206) | |||
Bridging Finance Inc. [Member] | Prime Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, marginal interest rate | 10.80% |
Long-term debt - Schedule of Ou
Long-term debt - Schedule of Outstanding Long Term Debt (Detail) | 3 Months Ended | 12 Months Ended | ||||||
Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017CAD ($) | Mar. 10, 2014CAD ($) | Nov. 30, 2011CAD ($) | Sep. 30, 2011CAD ($) | |
Debt Instrument [Line Items] | ||||||||
Gains (losses) on extinguishment of debt | $ (745,510) | |||||||
End of term charge | $ 1,032,937 | $ 1,029,563 | ||||||
Amortization of debt discount | $ 2,002,278 | |||||||
Less: short-term portion of debt | (4,920,221) | (23,299,398) | ||||||
Long-term debt, net | 32,695,533 | 29,032,087 | ||||||
Sustainable Chemistry Alliance [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 271,326 | 327,835 | $ 340,519 | $ 500,000 | ||||
Less: debt discount | (192,757) | (180,032) | ||||||
Amortization of debt discount | 161,513 | 130,774 | ||||||
Less: short-term portion of debt | (99,600) | (74,420) | ||||||
Long-term debt, net | 140,482 | 204,157 | ||||||
Sustainable Jobs and Investment Fund [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 11,952,000 | 11,163,000 | 15,000,000 | $ 15,000,000 | ||||
Less: debt discount | (5,475,661) | (5,114,190) | ||||||
Amortization of debt discount | 3,073,207 | 1,846,954 | ||||||
Long-term debt, net | 9,549,547 | 7,895,764 | ||||||
Federal Economic Development Agency [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 7,051,680 | 6,697,800 | 8,850,000 | $ 12,000,000 | ||||
Less: debt discount | (3,393,159) | (3,169,163) | ||||||
Gains (losses) on extinguishment of debt | (2,002,587) | (601,616) | ||||||
Amortization of debt discount | 2,964,435 | 2,313,885 | ||||||
Less: short-term portion of debt | (358,560) | (1,786,080) | ||||||
Long-term debt, net | 4,261,809 | 3,454,826 | ||||||
Minister of Agriculture and Agri Food of Canada [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 7,230,222 | 6,883,850 | 9,074,074 | $ 10,000,000 | ||||
Less: debt discount | (3,781,712) | (3,532,065) | ||||||
Amortization of debt discount | 1,365,272 | 836,234 | ||||||
Less: short-term portion of debt | (997,272) | (744,200) | ||||||
Long-term debt, net | 3,816,511 | 3,443,819 | ||||||
EDC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 12,258,462 | 11,449,231 | 15,384,615 | |||||
Less: debt discount | (3,145,841) | (2,863,751) | ||||||
Amortization of debt discount | 1,612,346 | 1,006,724 | ||||||
Less: short-term portion of debt | (3,066,086) | (2,289,846) | ||||||
Long-term debt, net | 7,658,880 | 7,302,358 | ||||||
BDC [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 7,968,000 | 7,442,000 | 10,000,000 | |||||
Less: debt discount | (394,443) | (368,403) | ||||||
Amortization of debt discount | 93,450 | 25,945 | ||||||
Less: short-term portion of debt | (398,703) | (368,379) | ||||||
Long-term debt, net | $ 7,268,304 | 6,731,163 | ||||||
Bridging [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Face value | 18,605,000 | $ 25,000,000 | ||||||
Less: debt discount | (627,069) | |||||||
Gains (losses) on extinguishment of debt | $ 528,206 | |||||||
Amortization of debt discount | 58,542 | |||||||
Less: short-term portion of debt | $ (18,036,473) |
Long-term debt - Schedule of 61
Long-term debt - Schedule of Outstanding Long Term Debt (Parenthetical) (Detail) | 12 Months Ended | |||||
Dec. 31, 2017USD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2016USD ($) | Mar. 10, 2014CAD ($) | Nov. 30, 2011CAD ($) | Sep. 30, 2011CAD ($) | |
Sustainable Chemistry Alliance [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | $ 271,326 | $ 340,519 | $ 327,835 | $ 500,000 | ||
Sustainable Jobs and Investment Fund [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 11,952,000 | 15,000,000 | 11,163,000 | $ 15,000,000 | ||
Federal Economic Development Agency [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 7,051,680 | 8,850,000 | 6,697,800 | $ 12,000,000 | ||
Minister of Agriculture and Agri Food of Canada [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 7,230,222 | 9,074,074 | 6,883,850 | $ 10,000,000 | ||
EDC [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 12,258,462 | 15,384,615 | 11,449,231 | |||
EDC [Member] | Accounting Standards Update (ASU) 2015-03 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred debt financing costs | 1,275,878 | |||||
Amortization of debt financing costs | 477,108 | |||||
Bridging [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 25,000,000 | 18,605,000 | ||||
BDC Capital Inc. [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Face value | 7,968,000 | $ 10,000,000 | $ 7,442,000 | |||
Deferred debt financing costs | 394,443 | |||||
Amortization of debt financing costs | $ 93,450 |
Long-term debt - Principal Repa
Long-term debt - Principal Repayments of Outstanding Loans Payable (Detail) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |
January 2018 - December 2018 | $ 4,920,221 |
January 2019 - December 2019 | 8,963,614 |
January 2020 - December 2020 | 9,454,060 |
January 2021 - December 2021 | 9,475,652 |
January 2022 and thereafter | 13,918,143 |
Total | 46,731,690 |
Sustainable Chemistry Alliance [Member] | |
Debt Instrument [Line Items] | |
January 2018 - December 2018 | 99,600 |
January 2019 - December 2019 | 79,680 |
January 2020 - December 2020 | 92,046 |
Total | 271,326 |
Sustainable Jobs and Investment Fund [Member] | |
Debt Instrument [Line Items] | |
January 2019 - December 2019 | 2,390,400 |
January 2020 - December 2020 | 2,390,400 |
January 2021 - December 2021 | 2,390,400 |
January 2022 and thereafter | 4,780,800 |
Total | 11,952,000 |
Federal Economic Development Agency [Member] | |
Debt Instrument [Line Items] | |
January 2018 - December 2018 | 358,560 |
January 2019 - December 2019 | 836,640 |
January 2020 - December 2020 | 1,314,720 |
January 2021 - December 2021 | 1,434,240 |
January 2022 and thereafter | 3,107,520 |
Total | 7,051,680 |
Minister of Agriculture and Agri Food of Canada [Member] | |
Debt Instrument [Line Items] | |
January 2018 - December 2018 | 997,272 |
January 2019 - December 2019 | 997,272 |
January 2020 - December 2020 | 997,272 |
January 2021 - December 2021 | 997,272 |
January 2022 and thereafter | 3,241,134 |
Total | 7,230,222 |
EDC [Member] | |
Debt Instrument [Line Items] | |
January 2018 - December 2018 | 3,066,086 |
January 2019 - December 2019 | 3,066,086 |
January 2020 - December 2020 | 3,066,086 |
January 2021 - December 2021 | 3,060,204 |
Total | 12,258,462 |
BDC [Member] | |
Debt Instrument [Line Items] | |
January 2018 - December 2018 | 398,703 |
January 2019 - December 2019 | 1,593,536 |
January 2020 - December 2020 | 1,593,536 |
January 2021 - December 2021 | 1,593,536 |
January 2022 and thereafter | 2,788,689 |
Total | $ 7,968,000 |
Deferred Grants - Additional In
Deferred Grants - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016USD ($) | Sep. 30, 2016CAD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2016CAD ($) | Dec. 31, 2016CAD ($) | |
Deferred Grants [Line Items] | ||||||
Revenue received in grants | $ 359,220 | $ 4,046,532 | ||||
Milestone IV [Member] | ||||||
Deferred Grants [Line Items] | ||||||
Grants to be received | $ 0 | |||||
Revenue received in grants | $ 4,769,354 | |||||
Deferred grant percentage of holdback | 10.00% | 10.00% | ||||
Milestone IV Reclassified [Member] | ||||||
Deferred Grants [Line Items] | ||||||
Revenue received in grants | $ 404,469 | |||||
Deferred grant revenue recognized | $ 1,451,365 | |||||
Deferred revenue reflected against property and equipment | $ 703,793 | |||||
Sustainable Development Technology Canada [Member] | ||||||
Deferred Grants [Line Items] | ||||||
Grants to be received | $ 14,500,000 |
Financial charges (income) - Sc
Financial charges (income) - Schedule of Financial Charges or Income (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |||
End of term charge on long-term debt (Note 8 vii) | $ 1,032,937 | $ 1,029,563 | |
Interest on long-term debt | $ 2,298,354 | 2,898,238 | 2,521,226 |
Revaluation of the warrants financial liability (Note 13) | (13,158,021) | (5,892,360) | (2,261,959) |
Issuance costs of the warrants financial liability | 1,455,619 | 638,813 | |
Other interest (income) charge, net | (75,693) | 572,289 | 300,250 |
Total financial (income) charges, net | $ (9,479,741) | $ (750,083) | $ 1,589,080 |
Commitments and contingencies -
Commitments and contingencies - Additional Information (Detail) | 12 Months Ended | ||||
Dec. 31, 2017USD ($) | Dec. 31, 2017CAD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2017CAD ($) | |
Commitments And Contingencies [Line Items] | |||||
Future lease payments | $ 787,989 | ||||
BioAmber Sarnia [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Amount held in escrow account as a guarantee for supply agreement | 298,781 | $ 375,000 | |||
Payments related to agreements | 4,000,000 | $ 5,000,000 | |||
Cost of Goods Sold [Member] | |||||
Commitments And Contingencies [Line Items] | |||||
Royalty Expense | $ 1,500,000 | $ 1,800,000 | $ 2,300,000 |
Commitments and contingencies66
Commitments and contingencies - Schedule of Future Lease Payments (Detail) | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 172,071 |
2,019 | 167,609 |
2,020 | 180,225 |
2,021 | 189,236 |
2,022 | $ 78,848 |
Commitments and contingencies67
Commitments and contingencies - Schedule of Royalty Payments (Detail) | Dec. 31, 2017USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
2,018 | $ 1,500,000 |
2,019 | 1,200,000 |
2,020 | 1,200,000 |
2,021 | 1,200,000 |
2,022 | 1,200,000 |
Thereafter | $ 7,800,000 |
Commitments and contingencies68
Commitments and contingencies - Schedule of Commitments Related to Purchase Obligations and Service Payments (Detail) - BioAmber Sarnia [Member] | Dec. 31, 2017USD ($) |
Commitments And Contingencies [Line Items] | |
2,018 | $ 2,134,829 |
2,019 | 2,382,567 |
2,020 | 2,382,567 |
2,021 | 2,382,567 |
2,022 | 2,382,567 |
Thereafter | $ 943,351 |
Redeemable non-controlling in69
Redeemable non-controlling interest - Additional Information (Detail) | Aug. 01, 2017USD ($)$ / shares | Feb. 15, 2016USD ($)Director | Feb. 15, 2016CAD ($)Director | Jan. 29, 2014USD ($) | Jan. 29, 2014CAD ($) | Mar. 31, 2017CAD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)Director | Dec. 31, 2015CAD ($) | Dec. 31, 2017CAD ($) | Aug. 01, 2017CAD ($) | Jun. 20, 2014CAD ($) | Jan. 24, 2014 | Sep. 30, 2011CAD ($) |
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Amended joint venture agreement date | Jan. 24, 2014 | ||||||||||||||
Equity contribution by joint venture partner | $ 17,725,999 | ||||||||||||||
Redeemable non controlling-interest, balance | $ 0 | 37,515,687 | $ 24,583,636 | ||||||||||||
Reclassified to Additional Paid-in Capital and Accumulated Other Comprehensive loss [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Redeemable non controlling-interest, balance | $ 36,069,464 | ||||||||||||||
Sustainable Jobs and Investment Fund [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Debt instrument face amount | $ 11,952,000 | $ 11,163,000 | $ 15,000,000 | $ 15,000,000 | |||||||||||
Loan Agreement [Member] | Comerica Bank Export Development Canada and Farm Credit Canada [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Debt instrument face amount | $ 20,000,000 | ||||||||||||||
Indemnity Agreement [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Indemnity agreement, description | Indemnity Agreement, dated August 1, 2017, pursuant to which BioAmber and, subject to the prior consents required to be obtained from its lenders, BioAmber Sarnia, have agreed to indemnify Mitsui for any payments made by Mitsui pursuant to its guarantee of our obligations under our CAD $20.0 million commercial loan agreement with EDC and BioAmber’s CAD $15.0 million loan agreement with SJIF. | ||||||||||||||
Indemnity Agreement [Member] | Sustainable Jobs and Investment Fund [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Debt instrument face amount | $ 15,000,000 | ||||||||||||||
Indemnity Agreement [Member] | Loan Agreement [Member] | Comerica Bank Export Development Canada and Farm Credit Canada [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Debt instrument face amount | $ 20,000,000 | ||||||||||||||
Security Agreement [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Company acquired interest of joint venture | 25.00% | 25.00% | |||||||||||||
Security agreement, description | Security Agreement, dated August 1, 2017, pursuant to which BioAmber and, subject to the prior consents required to be obtained from its lenders, BioAmber Sarnia, pledged all of their personal property as security for our obligations under the Indemnity Agreement. In addition, the Company has agreed with Mitsui that in the event a strategic investor acquires more than 25% of BioAmber, or any investor acquires more than 25% of BioAmber Sarnia, Mitsui will be released from all liability under its guarantee obligations for the EDC Loan Agreement and the SJIF Loan Agreement. | ||||||||||||||
BioAmber Sarnia [Member] | Security Agreement [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Company acquired interest of joint venture | 25.00% | 25.00% | |||||||||||||
Mitsui [Member] | BioAmber Sarnia [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Equity contribution by joint venture partner | $ 8,100,000 | $ 9,000,000 | $ 8,000,000 | $ 8,900,000 | $ 11,100,000 | ||||||||||
Percentage of ownership maintained | 50.00% | ||||||||||||||
Non-controlling interest ownership percentage in joint venture by affiliate | 38.90% | ||||||||||||||
Mitsui [Member] | BioAmber Sarnia [Member] | Share Purchase Agreement [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Percentage of ownership maintained | 50.00% | 50.00% | |||||||||||||
Ownership stake after acquisition | 100.00% | ||||||||||||||
Company acquired interest of joint venture | 38.90% | 38.90% | |||||||||||||
Purchase price per share | $ / shares | $ 1 | ||||||||||||||
Mitsui [Member] | BioAmber Sarnia [Member] | Second Amended JV Agreement [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Equity contribution by joint venture partner | $ 17,700,000 | $ 25,000,000 | |||||||||||||
Non-controlling interest ownership percentage in joint venture by affiliate | 40.80% | 40.80% | |||||||||||||
Size of board of directors | Director | 6 | 6 | 5 | ||||||||||||
Right to designate board of directors, number | Director | 3 | 3 | |||||||||||||
Mitsui [Member] | BioAmber Sarnia [Member] | Minimum [Member] | Second Amended JV Agreement [Member] | |||||||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||||||
Non-controlling interest ownership percentage in joint venture by affiliate increase in future | 45.00% | 45.00% |
Redeemable non-controlling in70
Redeemable non-controlling interest - Schedule of Redeemable Non-controlling Interest Activity (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement Of Stockholders Equity [Abstract] | |||
Beginning balance | $ 37,515,687 | $ 24,583,636 | |
Mitsui’s additional capital contribution | 17,725,999 | ||
Net loss attributable to redeemable NCI | (4,035,303) | (5,892,610) | $ (3,944,763) |
Accumulated other comprehensive income attributable to NCI | 2,589,080 | 1,098,662 | |
Purchase of redeemable non-controlling interest by BioAmber | (36,069,464) | ||
Ending balance | $ 0 | $ 37,515,687 | $ 24,583,636 |
Redeemable non-controlling in71
Redeemable non-controlling interest - Schedule of Net Loss Attributable to Bioamber Shareholders and Transfers from (to) Non-controlling Interest (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Net loss | $ (84,069,334) | $ (7,049,514) | $ (7,138,459) | $ 105,833 | $ (10,184,647) | $ (6,158,414) | $ 4,810,667 | $ (10,945,687) | $ (98,151,473) | $ (22,478,081) | $ (37,225,878) |
Net transfers from non-controlling interest | 38,609,755 | ||||||||||
Changes from net loss attributable to Bioamber shareholders and transfers from (to) non-controlling interest | (59,541,718) | $ (22,478,081) | |||||||||
Mitsui [Member] | |||||||||||
Redeemable Noncontrolling Interest [Line Items] | |||||||||||
Increase in Bioamber's paid-in capital for the purchase of Mitsui's common shares | $ 38,609,755 |
Share capital - Additional Info
Share capital - Additional Information (Detail) | Sep. 08, 2017TradingDay$ / shares | Dec. 31, 2017$ / sharesshares | Dec. 31, 2016$ / sharesshares | May 01, 2013shares | Apr. 10, 2013$ / shares | Apr. 14, 2011shares | Apr. 13, 2011$ / sharesshares |
Schedule Of Capitalization Equity [Line Items] | |||||||
Stock split of outstanding common stock | 35-for-1 forward stock split | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Common stock, shares authorized | shares | 250,000,000 | 250,000,000 | 250,000,000 | 17,500,000 | 9,310,000 | ||
Preferred stock shares authorized | shares | 5,000,000 | 1,190,000 | |||||
Preferred stock, par value | $ 0.01 | ||||||
Voting rights on shareholders | Each share entitles the record holders thereof to one vote per share on all matters on which shareholders shall have the right to vote. | ||||||
Minimum closing price of common stock required for New York Stock Exchange listing rule | $ 1 | ||||||
Number of consecutive trading days for no longer able to meet required minimum closing price | TradingDay | 30 | ||||||
Notification for delisting of shares, description | On February 8, 2018, the NYSE notified us that the it has suspended trading in our common stock, effective immediately, and has commenced proceedings to delist our common stock from the NYSE. Our common stock was suspended from trading intra-day on the NYSE on February 8, 2018. The NYSE’s application to the SEC to delist our common stock is pending, subject to the completion of applicable procedures. We had a right to appeal to a Committee of the Board of Directors of the Exchange (the 'Committee') the determination to delist the Common Stock, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. We did not file such request within the specified time period. on March 12, 2018, our common stock was delisted from the NYSE, pursuant to the provisions of Rule 12d2-2(b) of the Exchange Act because, in the opinion of the NYSE, our common stock was no longer suitable for continued listing and trading on the NYSE. On February 12, 2018 the Toronto Stock Exchange, or TSX, notified us that it was reviewing, on an expedited basis, our eligibility for continued listing. This review resulted from the company not being in a position to obtain the approval of the TSX in connection the Offering. A meeting with the continued listing committee of the TSX was scheduled for February 15, 2018 at which we could have made a submission. We did not make a submission. On February 16, 2018 the TSX notified us that it determined to suspend trading in our common stock, effective February 16, 2018, and to delist our securities effective at the close of market on March 16, 2018 and, effective at the close of market on March 16, 2018, our common stock was delisted from the TSX. |
Share capital - Initial Public
Share capital - Initial Public Offerings - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | May 09, 2013 | Dec. 31, 2017 | Apr. 28, 2017 |
Schedule Of Capitalization Equity [Line Items] | |||
Initial public offering | 8,000,000 | ||
Share of common stock in IPO | 1 | ||
Share of warrant stock in IPO | 1 | ||
Number of aggregate common stock warrants | 0.5 | 2,224,199 | |
Price of common stock per unit | $ 10 | ||
Warrants exercising commencing date | Aug. 8, 2013 | ||
Warrants exercising ending date | May 9, 2017 | ||
Exercise price of common stock | $ 11 | ||
Net proceeds from IPO | $ 71.7 | ||
Payment of fees, expenses and underwriting discounts | 8.3 | ||
Warrants | |||
Schedule Of Capitalization Equity [Line Items] | |||
Issuance costs of the warrants financial liability | $ 1.1 |
Share capital - Secondary Publi
Share capital - Secondary Public Offerings - Additional Information (Detail) - USD ($) | Aug. 15, 2017 | Aug. 11, 2017 | Jan. 27, 2017 | Dec. 29, 2016 | Jan. 21, 2016 | May 06, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 28, 2017 | May 09, 2013 |
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Net proceeds from IPO, after deducting underwriting discounts and estimated expenses | $ 71,700,000 | ||||||||||
Gross aggregate proceeds | 27,672,852 | $ 18,264,652 | $ 32,780,069 | ||||||||
Exercise price of common stock | $ 11 | ||||||||||
Number of aggregate common stock warrants | 2,224,199 | 0.5 | |||||||||
Proceeds from issuance of common shares | $ 37,978,408 | $ 18,479,621 | $ 33,280,167 | ||||||||
January 2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 2,118,422 | ||||||||||
Exercise price of common stock | $ 5.50 | ||||||||||
August 2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | $ 0.75 | ||||||||||
Common stock | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 21,356,345 | 4,348,750 | 3,900,000 | ||||||||
Gross aggregate proceeds | $ 213,564 | $ 43,488 | $ 39,000 | ||||||||
Secondary Public Offering [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 3,900,000 | ||||||||||
Price per share issued | $ 9 | ||||||||||
Net proceeds from IPO, after deducting underwriting discounts and estimated expenses | $ 32,800,000 | ||||||||||
Follow-on Public Offerings [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 1,748,750 | 2,600,000 | |||||||||
Price per share issued | $ 0.75 | $ 4.75 | $ 4 | $ 5 | |||||||
Net proceeds from IPO, after deducting underwriting discounts and estimated expenses | $ 11,900,000 | ||||||||||
Gross aggregate proceeds | $ 13,000,000 | ||||||||||
Warrant issue price | $ 8,896,796 | ||||||||||
Proceeds from issuance of common shares | $ 10,400,000 | $ 18,600,000 | |||||||||
Follow-on Public Offerings [Member] | January 2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of aggregate common stock warrants | 0.5 | ||||||||||
Net proceeds from warrant exercises | $ 0 | ||||||||||
Follow-on Public Offerings [Member] | 30-Day Option Warrant [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Option to purchase common stock period | 30 days | ||||||||||
Follow-on Public Offerings [Member] | 30-Day Option Warrant [Member] | Maximum [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 552,632 | ||||||||||
Follow-on Public Offerings [Member] | August 2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Number of aggregate common stock warrants | 1 | ||||||||||
Follow-on Public Offerings [Member] | Common stock | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 3,684,212 | ||||||||||
Follow-on Public Offerings [Member] | Common stock | August 2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 14,666,667 | ||||||||||
Follow-on Public Offerings [Member] | Warrants | January 2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | $ 5.50 | ||||||||||
Follow-on Public Offerings [Member] | Warrants | January 2017 Warrants [Member] | Maximum [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 1,842,106 | ||||||||||
Follow-on Public Offerings [Member] | Warrants | 30-Day Option Warrant [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 276,316 | ||||||||||
Follow-on Public Offerings [Member] | Warrants | August 2017 Warrants [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | $ 0.75 | ||||||||||
Follow-on Public Offerings [Member] | Warrants | August 2017 Warrants [Member] | Maximum [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 14,666,667 | ||||||||||
Private Placement [Member] | Common stock | Subscription Agreements [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 273,331 | ||||||||||
Private Placement [Member] | Warrants | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | $ 0.75 | ||||||||||
Private Placement [Member] | Warrants | Subscription Agreements [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Exercise price of common stock | $ 0.75 | ||||||||||
Private Placement [Member] | Warrants | Maximum [Member] | Subscription Agreements [Member] | |||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||
Issuance of shares, shares | 273,331 |
Share capital - Warrants Financ
Share capital - Warrants Financial Liability and Warrants - Additional Information (Detail) - USD ($) | Aug. 15, 2017 | Aug. 11, 2017 | Jan. 27, 2017 | Dec. 31, 2016 | Dec. 29, 2016 | Jan. 31, 2016 | Apr. 11, 2011 | Jun. 22, 2009 | Aug. 31, 2017 | May 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 28, 2017 | May 09, 2013 |
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Warrants issued | 94,745 | 208,950 | |||||||||||||
Warrants issued, exercise price per share | $ 10.55 | $ 5.74 | |||||||||||||
Warrants, fair value | $ 810,448 | $ 1,045,307 | |||||||||||||
Additional warrants exercise price | $ 10.11 | ||||||||||||||
Additional number of warrants issued | 4,124 | ||||||||||||||
Exercise price of common stock | $ 11 | ||||||||||||||
Financial (income) charge related to warrants fair value adjustments | $ (13,158,021) | $ (5,892,360) | $ (2,261,959) | ||||||||||||
Number of aggregate common stock warrants | 2,224,199 | 0.5 | |||||||||||||
Proceeds from issuance of common shares | 37,978,408 | 18,479,621 | $ 33,280,167 | ||||||||||||
Issuance costs of the warrants financial liability | 1,455,619 | $ 638,813 | |||||||||||||
Private Placement [Member] | Warrants | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Warrants issued | 273,331 | ||||||||||||||
Exercise price of common stock | $ 0.75 | ||||||||||||||
Fair value of warrants | $ 0.35 | ||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||
June 2009 Warrants [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Additional warrants exercise price | $ 5.47 | $ 5.67 | $ 5.74 | ||||||||||||
Exercise price of common stock | 5.47 | 5.67 | $ 4.12 | $ 5.47 | |||||||||||
Fair value of warrants issued | 683 | ||||||||||||||
April 2011 Warrants [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Exercise price of common stock | 9.65 | ||||||||||||||
Fair value of warrants issued | $ 11,203 | ||||||||||||||
Class of Warrant One [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Additional warrants exercise price | $ 8.97 | $ 9.65 | $ 6.61 | $ 1.07 | $ 1.07 | ||||||||||
Additional number of warrants issued | 7,852 | 4,713 | 151,220 | ||||||||||||
Additional number of warrants exercised | 44,345 | 62,230 | |||||||||||||
Additional number of warrants expired | 176,376 | 4,655 | |||||||||||||
Class of Warrant Two [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Additional warrants exercise price | $ 5.47 | $ 5.67 | $ 4.12 | ||||||||||||
Additional number of warrants issued | 7,734 | 2,580 | 291,110 | ||||||||||||
2011 Warrants [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Additional warrants exercise price | $ 8.97 | $ 9.65 | |||||||||||||
Exercise price of common stock | 8.97 | $ 6.61 | $ 8.97 | ||||||||||||
June 2009 and April 2011 Warrants [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Fair value of warrants issued | $ 11,886 | $ 739,546 | |||||||||||||
Financial (income) charge related to warrants fair value adjustments | (727,600) | ||||||||||||||
IPO Warrant [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Financial (income) charge related to warrants fair value adjustments | $ (5,600,000) | $ 5,680,000 | |||||||||||||
Fair value of warrants | $ 2.02 | ||||||||||||||
Warrants expiration date | May 9, 2017 | ||||||||||||||
Special Warrant [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Exercise price of common stock | $ 4 | $ 4 | $ 4 | ||||||||||||
Number of aggregate common stock warrants | 2,224,199 | 2,224,199 | 2,224,199 | 2,224,199 | |||||||||||
Warrants offering per share of common stock | $ 3.80 | ||||||||||||||
Placement agent fee | 5.00% | ||||||||||||||
Proceeds from issuance of common shares | $ 8,896,796 | ||||||||||||||
Days of warrant lasts | 120 days | ||||||||||||||
January 2017 Warrants [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Warrants issued | 2,118,422 | ||||||||||||||
Exercise price of common stock | $ 5.50 | ||||||||||||||
Financial (income) charge related to warrants fair value adjustments | $ (5,089,166) | ||||||||||||||
Fair value of warrants | $ 2.41 | $ 0.003 | |||||||||||||
Issuance of shares, shares | 2,118,422 | ||||||||||||||
Warrant expiration term | 4 years | ||||||||||||||
Issuance costs of the warrants financial liability | $ 349,739 | ||||||||||||||
August 2017 Warrants [Member] | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Warrants issued | 14,666,667 | ||||||||||||||
Exercise price of common stock | $ 0.75 | ||||||||||||||
Fair value of warrants | $ 0.35 | ||||||||||||||
Warrant expiration term | 5 years | ||||||||||||||
August 2017 Warrants [Member] | Private Placement [Member] | Warrants | |||||||||||||||
Schedule Of Capitalization Equity [Line Items] | |||||||||||||||
Financial (income) charge related to warrants fair value adjustments | $ (1,741,195) | ||||||||||||||
Fair value of warrants | $ 0.229 | ||||||||||||||
Issuance costs of the warrants financial liability | $ 605,880 |
Share capital - Stock option pl
Share capital - Stock option plan - Additional Information (Detail) - USD ($) | Dec. 06, 2011 | Jun. 27, 2011 | Dec. 08, 2008 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule Of Capitalization Equity [Line Items] | ||||||
Employee Stock Option Plan description | The options under the Plan are granted for the purchase of common stock at exercise prices determined by the Company’s board of directors and generally vest two, three and four years from the date of grant | |||||
Period of awards granted | 10 years | 10 years | ||||
Awards granted | 2,370,407 | |||||
Method used to determine fair value of options granted | Black-Scholes option pricing model | |||||
Weighted average grant date fair value of options granted | $ 1.46 | $ 2.73 | $ 5.86 | |||
Unrecognized share-based compensation expense | $ 2,471,509 | |||||
Weighted average period for stock option | 3 years 9 months | |||||
2013 Plan [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Reserved shares of common stock for issuance | 2,761,922 | |||||
Percentage of increase in outstanding of common stock | 3.00% | |||||
Percentage of market value of common stock | 100.00% | |||||
Awards granted | 0 | |||||
Period of awards granted | 10 years | |||||
Employee Stock Option Plan [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Total number of options allowable in the plan | 2,121,000 | |||||
Number of options approved by the board | 96,250 | 1,050,000 | ||||
Initial Plan [Member] | Employee Stock Option Plan [Member] | ||||||
Schedule Of Capitalization Equity [Line Items] | ||||||
Total number of options allowable in the plan | 974,750 |
Share capital - Summary of Stoc
Share capital - Summary of Stock-Based Compensation Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 5,178,266 | $ 3,579,396 | $ 4,790,608 |
General and administrative [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,991,336 | 2,075,548 | 2,539,854 |
Research and development [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 2,023,981 | 1,339,904 | 1,769,224 |
Sales and marketing [Member] | |||
Employee Service Share Based Compensation Allocation Of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $ 162,949 | $ 163,944 | $ 481,530 |
Share capital - Summary of Opti
Share capital - Summary of Options Activity (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Number of options, Outstanding, beginning of period | 5,599,511 | |
Number of options, Granted | 2,370,407 | |
Number of options, Exercised | (101,500) | |
Number of options, Forfeited or cancelled | (601,770) | |
Number of options, Outstanding, end of period | 7,266,648 | 5,599,511 |
Number of options, Exercisable, end of period | 5,358,519 | |
Weighted Average Exercise price, Outstanding, beginning of period | $ 6.73 | |
Weighted Average Exercise price, Granted | 2.56 | |
Weighted Average Exercise price, Exercised | 1.07 | |
Weighted Average Exercise price, Forfeited or cancelled | 5.52 | |
Weighted Average Exercise price, Outstanding, end of period | 5.55 | $ 6.73 |
Weighted Average Exercise price, Exercisable, end of period | $ 6.43 | |
Weighted Average Remaining Contractual life (Years), Ending balance | 6 years 5 months 23 days | 6 years 8 months 15 days |
Weighted Average Remaining Contractual life (Years), Exercisable | 5 years 7 months 24 days | |
Aggregate Intrinsic Value, Ending balance | $ 900 | $ 3,027,426 |
Share capital - Schedule of Ass
Share capital - Schedule of Assumptions Using Black-Scholes Option Pricing Model (Detail) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Equity [Abstract] | |||
Risk-free interest rate | 1.85% | 1.60% | 1.77% |
Expected life (in years) | 5 years 1 month 28 days | 6 years 3 months | 6 years 3 months |
Volatility | 70.96% | 79.00% | 82.93% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Share capital - Summary of Warr
Share capital - Summary of Warrants Outstanding to Acquire Common Shares (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2017 | May 09, 2013 | |
Class Of Warrant Or Right [Line Items] | ||
Number | 17,704,380 | |
Exercise price | $ 11 | |
$1.07 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number | 44,240 | |
Exercise price | $ 1.07 | |
Expiration date | Sep. 30, 2018 | |
$1.43 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number | 159,390 | |
Exercise price | $ 1.43 | |
Expiration date | Feb. 28, 2019 | |
$4.12 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number | 291,110 | |
Exercise price | $ 4.12 | |
Expiration date | Jun. 30, 2019 | |
$6.61 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number | 151,220 | |
Exercise price | $ 6.61 | |
Expiration date | Apr. 30, 2021 | |
$5.50 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number | 2,118,422 | |
Exercise price | $ 5.50 | |
Expiration date | Jan. 31, 2021 | |
$0.75 [Member] | ||
Class Of Warrant Or Right [Line Items] | ||
Number | 14,939,998 | |
Exercise price | $ 0.75 | |
Expiration date | Aug. 31, 2022 |
Income taxes - Schedule Compone
Income taxes - Schedule Components of Loss Before Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
United States | $ (9,725,535) | $ (13,453,184) | $ (24,056,882) |
Canada and other | (92,379,506) | (14,769,776) | (17,117,545) |
Loss from continuing operations before income taxes | $ (102,105,041) | $ (28,222,960) | $ (41,174,427) |
Income taxes - Schedule of Inco
Income taxes - Schedule of Income Tax Expense (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule Of Components Of Income Tax Expense Benefit [Line Items] | |||
Income tax expense (recovery) | $ 81,735 | $ 25,646 | $ (3,786) |
Canada [Member] | |||
Schedule Of Components Of Income Tax Expense Benefit [Line Items] | |||
Income tax expense (recovery) | $ 81,735 | $ 25,646 | $ (3,786) |
Income taxes - Schedule of Diff
Income taxes - Schedule of Differences between the Statutory Income Tax Rates and the Effective Income Tax Rates Applied to the Loss Before Income Taxes (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Loss before income taxes | $ 102,105,041 | $ 28,222,960 | $ 41,174,427 |
U.S. statutory tax rates | 35.00% | 35.00% | 35.00% |
Expected income tax recovery | $ (35,736,764) | $ (9,878,036) | $ (14,411,049) |
Foreign tax rate differential | 8,260,310 | 1,275,190 | 1,117,683 |
Stock based compensation and other permanent differences | (4,109,897) | 8,923,484 | |
Net increase (decrease) in valuation allowance | 7,723,006 | (294,992) | 13,289,580 |
Revaluation of the prior year deferred tax asset | 23,925,278 | ||
Other | 19,802 | ||
Provision (recovery) for income taxes | $ 81,735 | $ 25,646 | $ (3,786) |
Income taxes - Schedule of Di84
Income taxes - Schedule of Differences between the Statutory Income Tax Rates and the Effective Income Tax Rates Applied to the Loss Before Income Taxes (Parenthetical) (Detail) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||||
US Federal tax rate | 35.00% | 35.00% | 35.00% | |
Scenario Plan [Member] | ||||
Income Taxes [Line Items] | ||||
US Federal tax rate | 21.00% |
Income taxes - Summary of Net D
Income taxes - Summary of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax assets | ||
Net operating loss carryforwards | $ 44,206,717 | $ 52,281,595 |
Interest accretion | (2,124,150) | |
Stock options | 2,229,842 | 3,156,799 |
Depreciable and amortizable assets | 24,129,276 | 5,838,705 |
Foreign currency differences | 678,697 | 1,365,811 |
Other | (2,149,168) | 48,614 |
Total gross deferred income tax assets | 66,971,214 | 62,691,523 |
Less: valuation allowance | $ (66,971,214) | $ (62,691,523) |
Income taxes - Additional Infor
Income taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards expiration year | 2,037 | ||
Tax benefits from exercise of stock options | $ 0 | $ 0 | $ 0 |
Unrecognized tax benefits | 0 | 0 | |
Unrecognized tax benefits, adjusted | 2,094,398 | $ 3,490,663 | |
Canada [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | 47,500,000 | ||
U S [Member] | |||
Operating Loss Carryforwards [Line Items] | |||
Net operating loss carryforwards | $ 150,500,000 |
Income taxes - Summary of the T
Income taxes - Summary of the Total Amounts of Unrecognized Tax Benefits (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |||
Unrecognized tax benefits-beginning of period | $ 3,490,663 | $ 3,490,663 | $ 4,039,663 |
Gross decreases-tax positions in prior periods | (1,396,265) | 0 | (549,000) |
Unrecognized tax benefits-end of period | $ 2,094,398 | $ 3,490,663 | $ 3,490,663 |
Financial instruments - Additio
Financial instruments - Additional Information (Detail) $ in Millions | 12 Months Ended | |
Dec. 31, 2017USD ($)Customer | Dec. 31, 2016Customer | |
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Percentage of amount due from one customer of total accounts receivable | 74.00% | 75.00% |
EDC [Member] | ||
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Debt covenant, unrestricted cash balance requirement | $ | $ 4.6 | |
EDC [Member] | Canadian Prime Rate [Member] | ||
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Floating interest rate | 5.00% | |
Customer concentration risk [Member] | Accounts receivable [Member] | ||
Financial Instruments Owned And Pledged As Collateral [Line Items] | ||
Number of major customers | Customer | 3 | 1 |
Fair value of financial asset89
Fair value of financial assets and liabilities - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2017 | |
IPO Warrant [Member] | |
Fair Value Disclosures [Abstract] | |
Warrants expiration date | May 9, 2017 |
Minimum [Member] | |
Fair Value Disclosures [Abstract] | |
Discount rate for interest free loans | 12.00% |
Maximum [Member] | |
Fair Value Disclosures [Abstract] | |
Discount rate for interest free loans | 15.00% |
Related party transactions - Sc
Related party transactions - Schedule of Transactions with Related Parties (Detail) - Majority Shareholder [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | |||
Product sales to a shareholder | $ 575,304 | $ 333,313 | $ 21,546 |
Services received by a shareholder | $ 156,402 | $ 222,855 |
Subsequent event - Additional I
Subsequent event - Additional Information (Detail) | Feb. 13, 2018USD ($)$ / sharesshares | Sep. 08, 2017TradingDay$ / shares | Aug. 11, 2017USD ($) | Jan. 27, 2017USD ($) | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Feb. 08, 2018$ / shares | Apr. 28, 2017shares | May 09, 2013$ / sharesshares | Apr. 10, 2013$ / shares |
Subsequent Event [Line Items] | |||||||||||
Minimum closing price of common stock required for New York Stock Exchange listing rule | $ 1 | ||||||||||
Number of consecutive trading days for no longer able to meet required minimum closing price | TradingDay | 30 | ||||||||||
Notification for delisting of shares and decrease in trading price, description | On February 8, 2018, the NYSE notified us that the it has suspended trading in our common stock, effective immediately, and has commenced proceedings to delist our common stock from the NYSE. The NYSE took this action when the trading price of our common stock decreased to below $0.16 per share on February 8, 2018. The NYSE, in interpreting the continued listing standards under Section 802.01D of the NYSE’s Listed Company Manual, has determined that a trading price of below $0.16 per share is “abnormally low” and, therefore, is cause for suspension of trading and delisting from the NYSE. Our common stock was suspended from trading intra-day on the NYSE on February 8, 2018. The NYSE’s application to the SEC to delist our common stock is pending, subject to the completion of applicable procedures. We had a right to appeal to a Committee of the Board of Directors of the Exchange (the 'Committee') the determination to delist the Common Stock, provided that it filed a written request for such a review with the Secretary of the Exchange within ten business days of receiving notice of the delisting determination. We did not file such request within the specified time period. on March 12, 2018, our common stock was delisted from the NYSE, pursuant to the provisions of Rule 12d2-2(b) of the Exchange Act because, in the opinion of the NYSE, our common stock was no longer suitable for continued listing and trading on the NYSE. On February 12, 2018 the Toronto Stock Exchange, or TSX, notified us that it was reviewing, on an expedited basis, our eligibility for continued listing. This review resulted from the company not being in a position to obtain the approval of the TSX in connection the Offering. A meeting with the continued listing committee of the TSX was scheduled for February 15, 2018 at which we could have made a submission. We did not make a submission. On February 16, 2018 the TSX notified us that it determined to suspend trading in our common stock, effective February 16, 2018, and to delist our securities effective at the close of market on March 16, 2018 and, effective at the close of market on March 16, 2018, our common stock was delisted from the TSX. | ||||||||||
Number of aggregate common stock warrants | shares | 2,224,199 | 0.5 | |||||||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Number of Series B units outstanding | shares | 17,704,380 | ||||||||||
Exercise price of common stock | $ 11 | ||||||||||
Net proceeds from issuance of common shares | $ | $ 37,978,408 | $ 18,479,621 | $ 33,280,167 | ||||||||
Follow-on Public Offerings [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Net proceeds from issuance of common shares | $ | $ 10,400,000 | $ 18,600,000 | |||||||||
Subsequent Event [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Registered direct offering description | On February 13, 2018 the Company completed the closing of a registered direct offering of the 15,969,166 Series A Units, with each Series A Unit consisting of one share of our common stock, par value $0.01 per share, one Series A common stock purchase warrant, or Series A common warrant, to purchase one share of our common stock, and one Series B common stock purchase warrant, or Series B common warrant, to purchase one share of our common stock and one Series C common stock purchase warrant, or Series C common warrant (and the shares of common stock issuable from time to time upon exercise of these common warrants). Each Series A Unit will be sold at a price of $0.15 per unit. The shares of common stock and the Series A common warrants, the Series B common warrants and Series C common warrants part of a Series A Unit are immediately separable and will be issued separately. | ||||||||||
Sale of stock, description of transaction | For Investors who purchased Series A Units and would result in such investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% of our outstanding common stock following the consummation of this offering, the opportunity to purchase, in lieu of Series A Units that would otherwise result in ownership in excess of 4.99% of our outstanding common stock, 30,935,833 Series B Units. Each Series B Unit will consist of one pre-funded common stock purchase warrant, or pre-funded warrant, to purchase one share of our common stock, one Series A common warrant, one Series B common warrant and one Series C common stock purchase warrant, or Series C common warrant (we refer to the Series A common warrants, Series B common warrants and Series C common warrants collectively as the common warrants) (and the shares of common stock issuable from time to time upon exercise of these pre-funded warrants or the common warrants, or together, the warrants). The Series A Units and the Series B Units are referred to herein as the Units. Each Series B Unit will be sold at a price of $0.149 per unit. The pre-funded warrants, the Series A common warrants, the Series B common warrants and Series C common warrants part of a Series B Unit are immediately separable and will be issued separately (including any shares of common stock issuable from time to time upon any exercise of such warrants). | ||||||||||
Exercise price of common stock | $ 0.05346 | ||||||||||
Subsequent Event [Member] | Follow-on Public Offerings [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Net proceeds from issuance of common shares | $ | $ 6,200,000 | ||||||||||
Subsequent Event [Member] | Class C Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of aggregate common stock warrants | shares | 131,607,744 | ||||||||||
Subsequent Event [Member] | Class A Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant issued | shares | 131,607,744 | ||||||||||
Subsequent Event [Member] | Class B Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant issued | shares | 131,607,774 | ||||||||||
Subsequent Event [Member] | Series A Investors Affiliates and Certain Related Parties [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Percentage of common shares outstanding owned | 4.99% | ||||||||||
Subsequent Event [Member] | Series B units [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant sale price per share | $ 0.149 | ||||||||||
Number of Series B units outstanding | shares | 30,935,833 | ||||||||||
Subsequent Event [Member] | Series A Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Exercise price of common stock | $ 0.15 | ||||||||||
Warrants expiration date | Aug. 13, 2018 | ||||||||||
Subsequent Event [Member] | Series B Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Exercise price of common stock | $ 0.15 | ||||||||||
Warrants expiration date | Feb. 13, 2023 | ||||||||||
Subsequent Event [Member] | Pre-funded Warrants [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Exercise price of common stock | $ 0.15 | ||||||||||
Warrant, nominal exercise price | $ 0.001 | ||||||||||
Additional payment of warrants exercise | $ | $ 0 | ||||||||||
Subsequent Event [Member] | Series C Warrant [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Warrant, nominal exercise price | $ 0.00001 | ||||||||||
Additional payment of warrants exercise | $ | $ 0 | ||||||||||
Class of warrants or right share description | The number of shares underlying the Series C common warrants is initially zero, but may be increased at the end of the 5th trading day following the initial issuance date of the warrant (or such earlier trading day on which 90% of our daily volume weighted average price of our common stock on the trading market on such date is equal to or less than $0.05), to an amount equal to the difference between (1) subscription amount of each purchaser of the Series B units divided by the lesser of (a) the original per-unit purchase price of the Series A or Series B units and (b) the greater of (i) 90% of the lowest daily volume weighted average price of our common stock on the trading market during the five trading days including and immediately prior to such date and (ii) $0.05, and (2) the sum of the number of shares of common stock and pre-funded warrants, if any, issued to the purchaser at the closing of this offering. | ||||||||||
Subsequent Event [Member] | Series A units [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Number of aggregate common stock warrants | shares | 15,969,166 | ||||||||||
Common stock, par value | $ 0.01 | ||||||||||
Warrant sale price per share | $ 0.15 | ||||||||||
Subsequent Event [Member] | Maximum [Member] | |||||||||||
Subsequent Event [Line Items] | |||||||||||
Common stock, trading price per share | $ 0.16 |
Selected Quarterly Financial 92
Selected Quarterly Financial Data (unaudited) - Schedule of Selected Quarterly Financial Data (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 5,396,227 | $ 3,300,983 | $ 4,122,282 | $ 2,123,468 | $ 631,461 | $ 3,661,454 | $ 2,521,097 | $ 1,458,485 | $ 14,942,960 | $ 8,272,497 | |
Total operating expenses | 82,403,991 | 5,397,695 | 6,191,903 | 8,639,219 | 5,777,839 | 5,199,373 | 6,354,811 | 6,903,507 | 102,632,808 | 24,235,530 | $ 38,087,830 |
Operating loss | (83,508,363) | (8,076,748) | (7,801,042) | (10,627,151) | (7,235,354) | (6,572,499) | (7,314,705) | (8,507,412) | (110,013,304) | (29,629,970) | (38,528,658) |
Net (loss) income | (84,069,334) | (7,833,013) | (8,906,620) | (1,377,809) | (12,048,601) | (6,719,452) | 2,933,102 | (12,535,740) | (102,186,776) | (28,370,691) | (41,170,641) |
Net income (loss) attributable to BioAmber Inc. shareholders | $ (84,069,334) | $ (7,049,514) | $ (7,138,459) | $ 105,833 | $ (10,184,647) | $ (6,158,414) | $ 4,810,667 | $ (10,945,687) | $ (98,151,473) | $ (22,478,081) | $ (37,225,878) |
Net income (loss) per share applicable to BioAmber Inc. shareholders —basic | $ (1.61) | $ (0.16) | $ (0.20) | $ 0.003 | $ (0.39) | $ (0.21) | $ 0.17 | $ (0.39) | $ (2.34) | $ (0.78) | $ (1.52) |
Condensed Parent Company Financ
Condensed Parent Company Financial Statements - Additional Information (Detail) | Dec. 31, 2017 |
Subsidiaries [Member] | |
Condensed Financial Statements Captions [Line Items] | |
Restricted net assets as percentage of consolidated net assets | 25.00% |
Condensed Statements of Operati
Condensed Statements of Operations (Parent Company Only) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | |||||||||||
Product sales | $ 14,942,960 | $ 8,272,497 | $ 2,171,952 | ||||||||
Total revenues | $ 5,396,227 | $ 3,300,983 | $ 4,122,282 | $ 2,123,468 | $ 631,461 | $ 3,661,454 | $ 2,521,097 | $ 1,458,485 | 14,942,960 | 8,272,497 | |
Cost of goods sold excluding depreciation and amortization | 22,323,456 | 13,666,937 | 2,612,780 | ||||||||
Operating expenses | |||||||||||
General and administrative | 12,350,450 | 9,457,914 | 10,594,302 | ||||||||
Research and development, net | 5,467,197 | 7,195,138 | 20,285,608 | ||||||||
Sales and marketing | 1,938,687 | 2,914,973 | 4,002,156 | ||||||||
Depreciation of property and equipment and amortization of intangible assets | 5,089,934 | 4,843,164 | 1,080,440 | ||||||||
Impairment loss and write-off of property and equipment and of intangible assets | 77,579,652 | 1,141,000 | |||||||||
Foreign exchange loss (gain) | 206,888 | (175,659) | 984,324 | ||||||||
Operating expenses | 82,403,991 | 5,397,695 | 6,191,903 | 8,639,219 | 5,777,839 | 5,199,373 | 6,354,811 | 6,903,507 | 102,632,808 | 24,235,530 | 38,087,830 |
Operating loss | 83,508,363 | 8,076,748 | 7,801,042 | 10,627,151 | 7,235,354 | 6,572,499 | 7,314,705 | 8,507,412 | 110,013,304 | 29,629,970 | 38,528,658 |
Amortization of deferred financing costs and debt discounts | 2,643,848 | 3,311,641 | 1,077,608 | ||||||||
Financial (income) charges, net | (9,479,741) | (750,083) | 1,589,080 | ||||||||
Grant income | (359,220) | (4,046,532) | |||||||||
Gains (losses) on extinguishment of debt | (745,510) | ||||||||||
Equity participation in losses of equity method investments | 229 | 646 | |||||||||
Other (income) charge, net | 32,360 | 199,820 | (21,565) | ||||||||
Loss before income taxes | (102,105,041) | (28,345,045) | (41,174,427) | ||||||||
Net loss | $ 84,069,334 | $ 7,833,013 | $ 8,906,620 | $ 1,377,809 | $ 12,048,601 | $ 6,719,452 | $ (2,933,102) | $ 12,535,740 | 102,186,776 | 28,370,691 | 41,170,641 |
Foreign currency translation adjustment | (5,134,227) | (3,691,538) | 15,083,129 | ||||||||
Total comprehensive loss | 97,052,549 | 24,679,153 | 56,253,770 | ||||||||
Parent Company [Member] | |||||||||||
Revenues | |||||||||||
Intercompany revenue | 763,087 | 1,117,105 | 2,160,695 | ||||||||
Product sales | 187,109 | 856,419 | 2,008,521 | ||||||||
Total revenues | 950,196 | 1,973,524 | 4,169,216 | ||||||||
Cost of goods sold excluding depreciation and amortization | 1,594,610 | 499,702 | 1,860,169 | ||||||||
Operating expenses | |||||||||||
General and administrative | 11,783,750 | 8,950,804 | 11,251,327 | ||||||||
Research and development, net | 4,647,829 | 5,948,377 | 10,554,326 | ||||||||
Sales and marketing | 931,173 | 1,670,155 | 2,706,629 | ||||||||
Depreciation of property and equipment and amortization of intangible assets | 206,279 | 266,885 | 178,860 | ||||||||
Impairment loss and write-off of property and equipment and of intangible assets | 1,890,399 | ||||||||||
Foreign exchange loss (gain) | 264,249 | (247,633) | 627,454 | ||||||||
Operating expenses | 19,723,678 | 16,588,588 | 25,318,596 | ||||||||
Operating loss | 20,368,092 | 15,114,766 | 23,009,549 | ||||||||
Amortization of deferred financing costs and debt discounts | 45,753 | 667,893 | 268,103 | ||||||||
Financial (income) charges, net | (11,048,247) | (2,271,276) | 1,027,225 | ||||||||
Grant income | (261,453) | ||||||||||
Gains (losses) on extinguishment of debt | 528,206 | 374,386 | |||||||||
Interest revenue from related parties | (38,801) | ||||||||||
Equity participation in losses of equity method investments | 88,425,938 | 8,979,625 | 12,883,547 | ||||||||
Other (income) charge, net | (3,975) | 25,874 | (336,932) | ||||||||
Loss before income taxes | 97,526,108 | 22,478,081 | 37,225,878 | ||||||||
Net loss | 97,526,108 | 22,478,081 | 37,225,878 | ||||||||
Foreign currency translation adjustment | (36,798) | (199,529) | |||||||||
Total comprehensive loss | $ 97,526,108 | $ 22,441,283 | $ 37,026,349 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parent Company Only) (Detail) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets | ||||
Accounts receivable | $ 4,864,705 | $ 986,935 | ||
Inventories | 4,823,346 | 4,497,640 | ||
Valued added tax, income taxes and other receivables | 386,888 | 568,510 | ||
Restricted cash | 8,896,796 | |||
Total current assets | 15,247,873 | 31,421,552 | ||
Plant assets | 49,461,250 | 121,628,272 | ||
Intangible assets, net | 4,035,533 | 6,126,687 | ||
Deferred financing costs | 23,633 | 523,634 | ||
Total assets | 69,513,895 | 161,330,465 | ||
Current liabilities | ||||
Accounts payable and accrued liabilities | 6,153,416 | 6,021,974 | ||
Warrants financial liability | 14,496,796 | |||
Short-term portion of long-term debt | 4,920,221 | 23,299,398 | ||
Total current liabilities | 11,295,545 | 45,304,953 | ||
Warrants financial liability | 3,439,544 | 739,546 | ||
Total liabilities | 47,661,200 | 75,323,878 | ||
Share capital | ||||
Common stock: | 521,149 | 306,127 | ||
Additional paid-in capital | 352,335,814 | 280,819,681 | ||
Warrants | 474,497 | 697,242 | ||
Accumulated deficit | (318,919,451) | (220,767,978) | ||
Accumulated other comprehensive loss | (12,559,314) | (12,564,172) | ||
Total shareholders’ equity | 21,852,695 | 48,490,900 | $ 46,355,118 | $ 56,075,535 |
Total liabilities and equity | 69,513,895 | 161,330,465 | ||
Parent Company [Member] | ||||
Current assets | ||||
Cash | 2,149,941 | 12,761,912 | $ 2,360,297 | $ 32,836,099 |
Accounts receivable from related parties | 11,539,467 | 2,339,476 | ||
Accounts receivable | 846,377 | 421,767 | ||
Inventories | 89,895 | |||
Prepaid expenses | 340,790 | 183,970 | ||
Valued added tax, income taxes and other receivables | 219,366 | 278,727 | ||
Restricted cash | 8,896,796 | |||
Total current assets | 15,095,942 | 24,972,543 | ||
Plant assets | 3,370,944 | 3,424,790 | ||
Investment in equity method investments | 21,540,180 | 66,485,467 | ||
Intangible assets, net | 3,624,119 | 5,676,716 | ||
Deferred financing costs | 23,634 | 523,633 | ||
Total assets | 43,654,819 | 101,083,149 | ||
Current liabilities | ||||
Accounts payable and accrued liabilities | 2,768,792 | 3,210,914 | ||
Accounts payable to related parties | 87,454 | 91,188 | ||
Warrants financial liability | 14,496,796 | |||
Short-term portion of long-term debt | 18,036,473 | |||
Total current liabilities | 2,856,246 | 35,835,371 | ||
Warrants financial liability | 3,439,544 | 739,546 | ||
Excess of equity participation in losses of investments | 1,127,555 | |||
Total liabilities | 6,295,790 | 37,702,472 | ||
Share capital | ||||
Common stock: | 521,148 | 306,126 | ||
Additional paid-in capital | 352,335,815 | 280,823,632 | ||
Warrants | 474,497 | 697,242 | ||
Accumulated deficit | (318,294,086) | (220,767,978) | ||
Accumulated other comprehensive loss | 2,321,655 | 2,321,655 | ||
Total shareholders’ equity | 37,359,029 | 63,380,677 | ||
Total liabilities and equity | $ 43,654,819 | $ 101,083,149 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Parent Only) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | |||||||||||
Net loss | $ (84,069,334) | $ (7,833,013) | $ (8,906,620) | $ (1,377,809) | $ (12,048,601) | $ (6,719,452) | $ 2,933,102 | $ (12,535,740) | $ (102,186,776) | $ (28,370,691) | $ (41,170,641) |
Adjustments to reconcile net loss to cash: | |||||||||||
Stock-based compensation | 5,178,266 | 3,579,396 | 4,790,608 | ||||||||
Depreciation of property and equipment and amortization of intangible assets | 5,089,934 | 4,843,164 | 1,080,440 | ||||||||
Impairment loss and write-off of property and equipment and of intangible assets | 77,579,652 | 1,141,000 | |||||||||
Write-off of Deferred financing fees | 500,000 | ||||||||||
Other long-term liabilities | (33,091) | (24,893) | 42,952 | ||||||||
Financial (income) charges, net | (13,158,021) | (5,994,381) | (1,747,176) | ||||||||
Gains (losses) on extinguishment of debt | (745,510) | ||||||||||
Changes in operating assets and liabilities | |||||||||||
Change in accounts receivable | (3,674,594) | (5,026) | (581,072) | ||||||||
Change in inventories | 32,370 | (2,769,182) | (8,055) | ||||||||
Change in prepaid expenses and deposits | (209,691) | 315,274 | 124,520 | ||||||||
Change in value added tax, income taxes and other receivables | 202,206 | 72,100 | 2,323,382 | ||||||||
Change in accounts payable from related parties | (983,465) | ||||||||||
Change in accounts payable and accrued liabilities | 34,882 | (10,040,350) | 1,710,534 | ||||||||
Net cash used in operating activities | (29,789,075) | (37,615,873) | (32,198,719) | ||||||||
Cash flows from investing activities | |||||||||||
Acquisition of property and equipment and intangible asset | (811,241) | (667,978) | (64,390,137) | ||||||||
Net cash used in investing activities | (811,241) | (667,978) | (64,802,570) | ||||||||
Cash flows from financing activities | |||||||||||
Deferred financing costs | (82,060) | (1,706,607) | (1,144,394) | ||||||||
Issuance of long-term debt | 26,929,000 | 21,967,288 | |||||||||
Repayment of long-term debt | (19,048,420) | (15,312,402) | (16,058,642) | ||||||||
Net proceeds from issuance of common shares | 37,978,408 | 18,479,621 | 33,280,167 | ||||||||
Net cash provided by financing activities | 18,847,928 | 47,223,874 | 54,887,955 | ||||||||
Non-cash transactions: | |||||||||||
Interest paid | 2,279,732 | 2,746,874 | 2,943,000 | ||||||||
Parent Company [Member] | |||||||||||
Cash flows from operating activities | |||||||||||
Net loss | (97,526,108) | (22,478,081) | (37,225,878) | ||||||||
Adjustments to reconcile net loss to cash: | |||||||||||
Stock-based compensation | 5,178,266 | 3,579,396 | 4,790,608 | ||||||||
Depreciation of property and equipment and amortization of intangible assets | 206,279 | 266,885 | 178,860 | ||||||||
Impairment loss and write-off of property and equipment and of intangible assets | 1,890,399 | ||||||||||
Amortization of deferred financing costs and debt discounts | 45,753 | 667,893 | 268,103 | ||||||||
Write-off of Deferred financing fees | 500,000 | ||||||||||
Equity participation in losses of equity method investments | 88,425,938 | 8,979,625 | 12,883,547 | ||||||||
Other long-term liabilities | 7,500 | 45,000 | |||||||||
Financial (income) charges, net | (13,158,021) | (6,014,385) | (1,747,177) | ||||||||
Gains (losses) on extinguishment of debt | 528,206 | 374,386 | |||||||||
Changes in operating assets and liabilities | |||||||||||
Change in accounts receivable from related parties | (9,203,724) | ||||||||||
Change in accounts receivable | (424,610) | (285,974) | 186,790 | ||||||||
Change in inventories | 89,895 | 443,836 | 1,268,096 | ||||||||
Change in prepaid expenses and deposits | (156,817) | 131,594 | 350,929 | ||||||||
Change in value added tax, income taxes and other receivables | 59,359 | 1,259 | 270,190 | ||||||||
Change in accounts payable from related parties | (1,569,320) | ||||||||||
Change in accounts payable and accrued liabilities | (6,332,457) | (1,221,589) | 960,544 | ||||||||
Net cash used in operating activities | (29,877,642) | (15,922,041) | (19,339,708) | ||||||||
Cash flows from investing activities | |||||||||||
Acquisition of property and equipment and intangible asset | 9,764 | 106,568 | (6,385,848) | ||||||||
Change in accounts receivable from subsidiaries | (22,225,820) | ||||||||||
Capital investment in equity method investments | (412,433) | ||||||||||
Net cash used in investing activities | 9,764 | 106,568 | (29,024,101) | ||||||||
Cash flows from financing activities | |||||||||||
Deferred financing costs | (1,497,533) | (392,159) | |||||||||
Issuance of long-term debt | 19,235,000 | ||||||||||
Repayment of long-term debt | (10,000,000) | (15,000,000) | |||||||||
Debt repayments | (18,722,500) | ||||||||||
Net proceeds from issuance of common shares | 37,978,408 | 18,479,621 | 33,280,167 | ||||||||
Net cash provided by financing activities | 19,255,908 | 26,217,088 | 17,888,008 | ||||||||
(Decrease) increase in cash | (10,611,971) | 10,401,615 | (30,475,802) | ||||||||
Cash, beginning of period | $ 12,761,912 | $ 2,360,297 | 12,761,912 | 2,360,297 | 32,836,099 | ||||||
Cash, end of period | $ 2,149,941 | $ 12,761,912 | 2,149,941 | 12,761,912 | 2,360,297 | ||||||
Non-cash transactions: | |||||||||||
Interest paid | $ 1,300,867 | $ 2,282,361 | $ 2,413,828 |