Cover Sheet
Cover Sheet | 9 Months Ended |
Sep. 30, 2019 | |
Document and Entity Information [Abstract] | |
Document Type | S-1/A |
Amendment Flag | false |
Entity Registrant Name | AquaBounty Technologies, Inc. |
Entity Central Index Key | 0001603978 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | |||
Cash and cash equivalents | $ 6,412,921 | $ 2,990,196 | $ 492,861 |
Certificate of deposit | 12,712 | 12,361 | 13,422 |
Other receivables | 73,340 | 115,982 | 183,926 |
Inventory | 477,077 | 76,109 | 172,363 |
Prepaid expenses and other current assets | 391,561 | 315,969 | 527,322 |
Total current assets | 7,367,611 | 3,510,617 | 1,389,894 |
Property, plant and equipment, net | 24,780,705 | 23,716,768 | 21,802,976 |
Right of use assets, net | 413,235 | 0 | |
Definite-lived intangible assets, net | 161,014 | 171,292 | 184,995 |
Indefinite-lived intangible assets | 191,800 | 191,800 | 191,800 |
Other assets | 45,001 | 80,583 | 162,093 |
Total assets | 32,959,366 | 27,671,060 | 23,731,758 |
Current liabilities: | |||
Accounts payable and accrued liabilities | 845,323 | 2,666,855 | |
Accounts payable and accrued liabilities | 1,102,621 | 824,900 | |
Other current liabilities | 61,315 | 20,423 | |
Current debt | 149,069 | 71,613 | 49,794 |
Total current liabilities | 1,313,005 | 916,936 | 2,716,649 |
Long-term lease obligations | 368,739 | 0 | |
Long-term debt | 4,397,539 | 3,519,821 | 3,034,420 |
Total liabilities | 6,079,283 | 4,436,757 | 5,751,069 |
Commitments and contingencies | |||
Stockholders’ equity: | |||
Common stock, $0.001 par value, 50,000,000 shares authorized; 15,098,837, (2017: 8,895,094) shares outstanding | 21,605 | 15,099 | 8,895 |
Additional paid-in capital | 156,022,668 | 142,707,957 | 126,718,186 |
Accumulated other comprehensive loss | (440,738) | (574,186) | (213,884) |
Accumulated deficit | (128,723,452) | (118,914,567) | (108,532,508) |
Total stockholders’ equity | 26,880,083 | 23,234,303 | 17,980,689 |
Total liabilities and stockholders’ equity | $ 32,959,366 | $ 27,671,060 | $ 23,731,758 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - $ / shares | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Statement of Financial Position [Abstract] | |||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 | 200,000,000 |
Common stock, shares outstanding (in shares) | 21,605,322 | 15,098,837 | 8,895,094 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues | |||||||
Product revenues | $ 0 | $ 10,938 | $ 140,371 | $ 77,933 | $ 84,518 | $ 53,278 | $ 0 |
Costs and expenses | |||||||
Product costs | 0 | 8,874 | 120,605 | 72,393 | 78,155 | 50,777 | 0 |
Sales and marketing | 206,256 | 64,971 | 381,637 | 222,999 | 297,687 | 799,009 | 860,365 |
Research and development | 446,582 | 804,758 | 1,923,512 | 2,663,397 | 3,458,564 | 3,371,767 | 3,429,400 |
General and administrative | 2,346,754 | 1,852,362 | 7,489,622 | 5,067,226 | 6,615,908 | 5,063,824 | 3,775,289 |
Total costs and expenses | 2,999,592 | 2,730,965 | 9,915,376 | 8,026,015 | 10,450,314 | 9,285,377 | 8,065,054 |
Operating loss | (2,999,592) | (2,720,027) | (9,775,005) | (7,948,082) | (10,365,796) | (9,232,099) | (8,065,054) |
Other income (expense) | |||||||
Gain on disposal of equipment | 0 | 0 | 8,548 | 11,745 | 13,233 | 941 | 2,861 |
Interest expense | (17,933) | (5,169) | (45,483) | (15,854) | (22,257) | (21,537) | (402,554) |
Other income (expense), net | (697) | (1,832) | 3,055 | (5,773) | (7,239) | (5,952) | (5,914) |
Total other income (expense) | (18,630) | (7,001) | (33,880) | (9,882) | (16,263) | (26,548) | (405,607) |
Net loss | (3,018,222) | (2,727,028) | (9,808,885) | (7,957,964) | (10,382,059) | (9,258,647) | (8,470,661) |
Other comprehensive income (loss): | |||||||
Foreign currency translation gain (loss) | (38,892) | 84,711 | 133,448 | (113,218) | (360,302) | 72,388 | (59,840) |
Total other comprehensive income (loss) | (38,892) | 84,711 | 133,448 | (113,218) | (360,302) | 72,388 | (59,840) |
Comprehensive loss | (3,057,114) | (2,642,317) | (9,675,437) | (8,071,182) | (10,742,361) | (9,186,259) | (8,530,501) |
Earnings Per Share [Abstract] | |||||||
Net loss | $ (3,018,222) | $ (2,727,028) | $ (9,808,885) | $ (7,957,964) | (10,382,059) | (9,258,647) | (8,470,661) |
Inducement to exercise common stock warrants | (1,822,873) | 0 | 0 | ||||
Net loss available to common shareholders | $ (12,204,932) | $ (9,258,647) | $ (8,470,661) | ||||
Basic and diluted net loss per share attributable to common shareholders (in dollars per share) | $ (0.14) | $ (0.21) | $ (0.50) | $ (0.64) | $ (0.94) | $ (1.06) | $ (1.60) |
Weighted average number of common shares -basic and diluted (in shares) | 21,604,072 | 12,848,376 | 19,556,607 | 12,528,995 | 13,028,760 | 8,772,494 | 5,303,114 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) - USD ($) | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning balance (in shares) at Dec. 31, 2015 | 5,247,605 | ||||
Beginning balance at Dec. 31, 2015 | $ (55,571) | $ 5,248 | $ 90,968,813 | $ (226,432) | $ (90,803,200) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (8,470,661) | (8,470,661) | |||
Other comprehensive income (loss) | (59,840) | (59,840) | |||
Conversion of debt and accrued interest to common stock (in shares) | 1,212,908 | ||||
Conversion of debt and accrued interest to common stock | 10,395,833 | $ 1,213 | 10,394,620 | ||
Exercise of options for common stock (in shares) | 524 | ||||
Exercise of options for common stock | 0 | $ 0 | 0 | ||
Share based compensation (in shares) | 2,899 | ||||
Share based compensation | 218,294 | $ 3 | 218,291 | ||
Ending balance (in shares) at Dec. 31, 2016 | 6,463,936 | ||||
Ending balance at Dec. 31, 2016 | 2,028,055 | $ 6,464 | 101,581,724 | (286,272) | (99,273,861) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (9,258,647) | (9,258,647) | |||
Other comprehensive income (loss) | 72,388 | 72,388 | |||
Issuance of common stock, net of expenses (in shares) | 2,421,073 | ||||
Issuance of common stock, net of expenses | 24,989,257 | $ 2,421 | 24,986,836 | ||
Exercise of warrants for common stock, net of expenses including warrant inducement (in shares) | 8,334 | ||||
Exercise of warrants for common stock, net of expenses including warrant inducement | 27,502 | $ 8 | 27,494 | ||
Share based compensation (in shares) | 1,751 | ||||
Share based compensation | 122,134 | $ 2 | 122,132 | ||
Ending balance (in shares) at Dec. 31, 2017 | 8,895,094 | ||||
Ending balance at Dec. 31, 2017 | 17,980,689 | $ 8,895 | 126,718,186 | (213,884) | (108,532,508) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,449,787) | (2,449,787) | |||
Other comprehensive income (loss) | (112,118) | (112,118) | |||
Issuance of common stock, net of expenses (in shares) | 3,692,307 | ||||
Issuance of common stock, net of expenses | 10,616,048 | $ 3,692 | 10,612,356 | ||
Exercise of warrants for common stock, net of expenses including warrant inducement (in shares) | 76,981 | ||||
Exercise of warrants for common stock, net of expenses including warrant inducement | 250,188 | $ 77 | 250,111 | ||
Share based compensation (in shares) | 11,151 | ||||
Share based compensation | 48,545 | $ 11 | 48,534 | ||
Ending balance (in shares) at Mar. 31, 2018 | 12,675,533 | ||||
Ending balance at Mar. 31, 2018 | 26,333,565 | $ 12,675 | 137,629,187 | (326,002) | (110,982,295) |
Beginning balance (in shares) at Dec. 31, 2017 | 8,895,094 | ||||
Beginning balance at Dec. 31, 2017 | 17,980,689 | $ 8,895 | 126,718,186 | (213,884) | (108,532,508) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (7,957,964) | ||||
Other comprehensive income (loss) | (113,218) | ||||
Ending balance (in shares) at Sep. 30, 2018 | 12,848,376 | ||||
Ending balance at Sep. 30, 2018 | 21,529,165 | $ 12,848 | 138,333,891 | (327,102) | (116,490,472) |
Beginning balance (in shares) at Dec. 31, 2017 | 8,895,094 | ||||
Beginning balance at Dec. 31, 2017 | 17,980,689 | $ 8,895 | 126,718,186 | (213,884) | (108,532,508) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,382,059) | (10,382,059) | |||
Other comprehensive income (loss) | (360,302) | (360,302) | |||
Issuance of common stock, net of expenses (in shares) | 3,692,307 | ||||
Issuance of common stock, net of expenses | 10,616,046 | $ 3,692 | 10,612,354 | ||
Exercise of warrants for common stock, net of expenses including warrant inducement (in shares) | 2,500,285 | ||||
Exercise of warrants for common stock, net of expenses including warrant inducement | 5,116,533 | $ 2,501 | 5,114,032 | ||
Share based compensation (in shares) | 11,151 | ||||
Share based compensation | 263,396 | $ 11 | 263,385 | ||
Ending balance (in shares) at Dec. 31, 2018 | 15,098,837 | ||||
Ending balance at Dec. 31, 2018 | 23,234,303 | $ 15,099 | 142,707,957 | (574,186) | (118,914,567) |
Beginning balance (in shares) at Mar. 31, 2018 | 12,675,533 | ||||
Beginning balance at Mar. 31, 2018 | 26,333,565 | $ 12,675 | 137,629,187 | (326,002) | (110,982,295) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,781,149) | (2,781,149) | |||
Other comprehensive income (loss) | (85,811) | (85,811) | |||
Exercise of warrants for common stock, net of expenses including warrant inducement (in shares) | 172,843 | ||||
Exercise of warrants for common stock, net of expenses including warrant inducement | 561,740 | $ 173 | 561,567 | ||
Share based compensation | 71,544 | 71,544 | |||
Ending balance (in shares) at Jun. 30, 2018 | 12,848,376 | ||||
Ending balance at Jun. 30, 2018 | 24,099,889 | $ 12,848 | 138,262,298 | (411,813) | (113,763,444) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,727,028) | (2,727,028) | |||
Other comprehensive income (loss) | 84,711 | 84,711 | |||
Share based compensation | 71,593 | 71,593 | |||
Ending balance (in shares) at Sep. 30, 2018 | 12,848,376 | ||||
Ending balance at Sep. 30, 2018 | 21,529,165 | $ 12,848 | 138,333,891 | (327,102) | (116,490,472) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,424,095) | ||||
Ending balance (in shares) at Dec. 31, 2018 | 15,098,837 | ||||
Ending balance at Dec. 31, 2018 | 23,234,303 | $ 15,099 | 142,707,957 | (574,186) | (118,914,567) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,763,932) | (2,763,932) | |||
Other comprehensive income (loss) | 87,552 | 87,552 | |||
Issuance of common stock, net of expenses (in shares) | 3,345,282 | ||||
Issuance of common stock, net of expenses | 6,609,655 | $ 3,345 | 6,606,310 | ||
Exercise of warrants for common stock, net of expenses including warrant inducement (in shares) | 76,797 | ||||
Exercise of warrants for common stock, net of expenses including warrant inducement | 250,424 | $ 77 | 250,347 | ||
Share based compensation (in shares) | 176,561 | ||||
Share based compensation | 138,498 | $ 176 | 138,322 | ||
Ending balance (in shares) at Mar. 31, 2019 | 18,697,477 | ||||
Ending balance at Mar. 31, 2019 | 27,556,500 | $ 18,697 | 149,702,936 | (486,634) | (121,678,499) |
Beginning balance (in shares) at Dec. 31, 2018 | 15,098,837 | ||||
Beginning balance at Dec. 31, 2018 | 23,234,303 | $ 15,099 | 142,707,957 | (574,186) | (118,914,567) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (9,808,885) | ||||
Other comprehensive income (loss) | 133,448 | ||||
Ending balance (in shares) at Sep. 30, 2019 | 21,605,322 | ||||
Ending balance at Sep. 30, 2019 | 26,880,083 | $ 21,605 | 156,022,668 | (440,738) | (128,723,452) |
Beginning balance (in shares) at Mar. 31, 2019 | 18,697,477 | ||||
Beginning balance at Mar. 31, 2019 | 27,556,500 | $ 18,697 | 149,702,936 | (486,634) | (121,678,499) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (4,026,731) | (4,026,731) | |||
Other comprehensive income (loss) | 84,788 | 84,788 | |||
Issuance of common stock, net of expenses (in shares) | 2,901,078 | ||||
Issuance of common stock, net of expenses | 5,785,693 | $ 2,901 | 5,782,792 | ||
Share based compensation | 318,218 | 318,218 | |||
Ending balance (in shares) at Jun. 30, 2019 | 21,598,555 | ||||
Ending balance at Jun. 30, 2019 | 29,718,468 | $ 21,598 | 155,803,946 | (401,846) | (125,705,230) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,018,222) | (3,018,222) | |||
Other comprehensive income (loss) | (38,892) | (38,892) | |||
Exercise of warrants for common stock, net of expenses including warrant inducement (in shares) | 6,767 | ||||
Exercise of warrants for common stock, net of expenses including warrant inducement | 21,993 | $ 7 | 21,986 | ||
Share based compensation | 196,736 | 196,736 | |||
Ending balance (in shares) at Sep. 30, 2019 | 21,605,322 | ||||
Ending balance at Sep. 30, 2019 | $ 26,880,083 | $ 21,605 | $ 156,022,668 | $ (440,738) | $ (128,723,452) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating activities | |||||
Net loss | $ (9,808,885) | $ (7,957,964) | $ (10,382,059) | $ (9,258,647) | $ (8,470,661) |
Adjustment to reconcile net loss to net cash used in operating activities | |||||
Depreciation and amortization | 928,476 | 557,718 | 843,387 | 184,946 | 153,996 |
Share-based compensation | 653,452 | 191,682 | 263,396 | 122,134 | 218,294 |
Gain on disposal of equipment | (8,548) | (11,745) | (13,233) | (941) | (2,861) |
Non-cash interest expense | (1,364) | 0 | 395,833 | ||
Changes in operating assets and liabilities: | |||||
Other receivables | 45,880 | 97,353 | 56,212 | (11,440) | (121,640) |
Inventory | (400,716) | 97,897 | 93,956 | (169,991) | 0 |
Prepaid expenses and other assets | (43,404) | 210,796 | 289,868 | (592,602) | 38,054 |
Accounts payable and accrued liabilities | 345,569 | (654,997) | (966,928) | 625,763 | 340,092 |
Net cash used in operating activities | (8,288,176) | (7,469,260) | (9,816,765) | (9,100,778) | (7,448,893) |
Investing activities | |||||
Purchase of property, plant and equipment | (1,824,831) | (3,375,306) | (4,009,736) | (18,893,264) | (934,495) |
Deposits on equipment purchases | (95,001) | (153,663) | (156,982) | ||
Proceeds from sale of equipment | 8,548 | 21,758 | 23,233 | 941 | 23,844 |
Payment of patent costs | 0 | 0 | (5,664) | ||
Other investing activities | 12 | 0 | |||
Net cash used in investing activities | (1,816,271) | (3,353,548) | (4,081,504) | (19,045,986) | (1,073,297) |
Financing activities | |||||
Proceeds from issuance of debt | 900,767 | 0 | 771,858 | 256,807 | 547,142 |
Repayment of term debt | (57,001) | (43,437) | (55,615) | (35,812) | (6,268) |
Proceeds from the issuance of convertible debt | 0 | 0 | 10,000,000 | ||
Proceeds from the issuance of common stock and warrants, net | 12,395,348 | 10,616,048 | 10,616,046 | 24,989,257 | 0 |
Proceeds from exercise of stock options and warrants, net | 272,416 | 811,928 | 5,116,533 | 27,502 | 0 |
Net cash provided by financing activities | 13,511,530 | 11,384,539 | 16,448,822 | 25,237,754 | 10,540,874 |
Effect of exchange rate changes on cash and cash equivalents | 15,642 | (23,921) | (53,218) | 77,262 | (7,496) |
Net change in cash and cash equivalents | 3,422,725 | 537,810 | 2,497,335 | (2,831,748) | 2,011,188 |
Cash and cash equivalents at beginning of period | 2,990,196 | 492,861 | 492,861 | 3,324,609 | 1,313,421 |
Cash and cash equivalents at the end of period | 6,412,921 | 1,030,671 | 2,990,196 | 492,861 | 3,324,609 |
Supplemental disclosure of cash flow information and non-cash transactions: | |||||
Interest paid in cash | 45,483 | 15,854 | 22,257 | 21,537 | 6,721 |
Conversion of convertible debt and accrued interest to common stock | 0 | 0 | 10,395,833 | ||
Property and equipment included in accounts payable and accrued liabilities | 119,541 | 512,497 | 193,378 | 1,036,240 | 50,132 |
Acquisition of equipment under debt agreement | $ 0 | $ 74,555 | $ 74,068 | $ 0 | $ 0 |
Nature of business and organiza
Nature of business and organization | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Nature of business and organization | Nature of business and organization AquaBounty Technologies, Inc. (the “Parent” and, together with its subsidiaries, the “Company”) was incorporated in December 1991 in the State of Delaware for the purpose of conducting research and development of the commercial viability of a group of proteins commonly known as antifreeze proteins. In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) used to create a breed of farm‑raised Atlantic salmon that exhibit growth rates that are substantially faster than traditional salmon. In 2015, the Parent obtained approval from the US Food and Drug Administration (the “FDA”) for the production, sale, and consumption of its AquAdvantage Salmon product in the United States. In 2016, the Parent obtained approval from Health Canada for the sale and consumption of its AquAdvantage Salmon product in Canada. Previously, in 2013, the Parent obtained approval from Environment Canada for the production of the product. AQUA Bounty Canada Inc. (the “Canadian Subsidiary”) was incorporated in January 1994 for the purpose of establishing a commercial biotechnology laboratory to conduct research and development programs related to the Parent’s technologies and to commercialize the Parent’s products in Canada. AquaBounty Panama, S. de R.L. (the “Panama Subsidiary”) was incorporated in May 2008 in Panama for the purpose of conducting commercial trials of the Parent’s products. With the regulatory approval of the Company’s farms in Indiana and Rollo Bay, the site in Panama was no longer needed for commercial trials. Operations at the site ceased in May 2019. AquaBounty Farms, Inc. (the “U.S. Subsidiary”) was incorporated in December 2014 in the State of Delaware for the purpose of conducting field trials and commercializing the Parent’s products in the United States. AquaBounty Farms Indiana LLC (the “Indiana Subsidiary”), which is wholly owned by the U.S. Subsidiary, was formed in June 2017 in the State of Delaware for the purpose of operating its aquaculture facility in Albany, Indiana. AquaBounty Brasil Participações Ltda. (the “Brazil Subsidiary”) was incorporated in May 2015 for the purpose of conducting field trials and commercializing the Parent’s products in Brazil. | Nature of business and organization Nature of business AquaBounty Technologies, Inc. (the “Parent” and, together with its subsidiaries, the “Company”) was incorporated in December 1991 in the State of Delaware for the purpose of conducting research and development of the commercial viability of a group of proteins commonly known as antifreeze proteins. In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) us ed to create a breed of farm‑raised Atlantic salmon that exhibit growth rates that are substantially faster than conventional salmon. In 2015, the Parent obtained approval from the US Food and Drug Administration (the “FDA”) for the production, sale, and consumption of its AquAdvantage Salmon product in the United States. In 2016, the Parent obtained approval from Health Canada for the sale and consumption of its AquAdvantage Salmon product in Canada. Previously, in 2013, the Parent obtained approval from Environment Canada for the production of the product. AQUA Bounty Canada Inc. (the “Canadian Subsidiary”) was incorporated in January 1994 for the purpose of establishing a commercial biotechnology laboratory to conduct research and development programs related to the Parent’s technologies and to commercialize the Parent’s products in Canada. AquaBounty Panama, S. de R.L. (the “Panama Subsidiary”) was incorporated in May 2008 in Panama for the purpose of conducting commercial trials of the Parent’s products. AquaBounty Farms, Inc. (the “U.S. Subsidiary”) was incorporated in December 2014 in the State of Delaware for the purpose of conducting field trials and commercializing the Parent’s products in the United States. AquaBounty Farms Indiana LLC (the “Indiana Subsidiary”), which is wholly owned by the U.S. Subsidiary, was formed in June 2017 in the State of Delaware for the purpose of operating its aquaculture facility in Albany, Indiana. AquaBounty Brasil Participações Ltda. (the “Brazil Subsidiary”) was incorporated in May 2015 for the purpose of conducting field trials and commercializing the Parent’s products in Brazil. Basis of presentation The consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participacoes Ltda. The entities are collectively referred to herein as the “Company.” All inter-company transactions and balances have been eliminated upon consolidation. Going Concern Uncertainty and Management's Plan The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has experienced net losses and negative cash flows from operations since its inception and has cumulative losses attributable to common stockholders of $119 million as of December 31, 2018 . At December 31, 2018, the Company had limited capital to fund its operations. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying consolidated financial statements are issued. The Company plans to raise capital through equity and/or debt financings. There is no assurance, however, that the Company will be successful in raising the needed capital and, if funding is available, that it will be available on terms acceptable to the Company. The Company may also cut operating costs or delay capital spend in order to preserve available cash. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of the above uncertainty. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Comprehensive loss The Company displays comprehensive loss and its components as part of its consolidated financial statements. Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments. Foreign currency translation The functional currency of the Parent is the US Dollar. The functional currency of the Canadian Subsidiary is the Canadian Dollar (C$), and the functional currency of the Panama, US, Indiana, and Brazil Subsidiaries is the US Dollar. For the Canadian Subsidiary, assets and liabilities are translated at the exchange rates in effect at the balance sheet date, equity accounts are translated at the historical exchange rate, and the income statement accounts are translated at the average rate for each period during the year. Net translation gains or losses are adjusted directly to a separate component of other comprehensive income (loss) within stockholders’ equity (deficit). Cash equivalents The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents consist primarily of business savings accounts. Short-term investments The Company considers all liquid investments with maturities greater than three months but less than one year when purchased to be short-term investments. The Company has a six-month certificate of deposit at December 31, 2018 and 2017 . It is renewable semi-annually in January and July. Inventories The Company measures inventory at the lower of cost or net realizable value (NRV), where NRV is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company also considers capacity utilization in calculating its inventory value with any excess capacity charged to general and administrative expenses. Intangible assets Definite-lived intangible assets include patents and licenses. Patent costs consist primarily of legal and filing fees incurred to file patents on proprietary technology developed by the Company. Patent costs are amortized on a straight-line basis over 20 years beginning with the filing date of the applicable patent. License fees are capitalized and expensed over the term of the licensing agreement. Indefinite-lived intangible assets include trademark costs, which are capitalized with no amortization as they have an indefinite life. Property, plant and equipment Property, plant and equipment are carried at cost, and depreciation expense commences when the asset is placed into service, which may include receiving applicable regulatory approval. The Company depreciates all asset classes over their estimated useful lives, as follows: Building 20 - 25 years Equipment 7 - 10 years Office furniture and equipment 3 years Leasehold improvements shorter of asset life or lease term Vehicles 3 years Impairment of long-lived assets The Company reviews the carrying value of its long-lived tangible assets and definite-lived intangible assets on an annual basis or more frequently if facts and circumstances suggest that they may be impaired. The carrying values of such assets are considered impaired when the anticipated identifiable undiscounted cash flows from such assets are less than their carrying values. An impairment loss, if any, is recognized in the amount of the difference between the carrying amount and fair value. Indefinite-lived intangible assets are subject to impairment testing annually or more frequently if impairment indicators arise. The Company’s impairment testing utilizes a discounted cash flow analysis that requires significant management judgment with respect to revenue and expense growth rates, changes in working capital, and the selection and use of the appropriate discount rate. An impairment loss is recognized in the amount of the difference between the carrying amount and fair value. Revenue recognition The Company records revenue on the sale of a product when all revenue recognition criteria are fulfilled, including identifying the contract with a customer; identifying the performance obligations in the contract; determining the transaction price; allocating the transaction price to the performance obligations in the contract; and recognizing revenue when (or as) the Company satisfies a performance obligation. In addition, collectability is assessed before applying the revenue recognition criteria. The Company evaluates customer credit risk in order to conclude it is “probable” it will collect the amount of consideration due in exchange for the goods or services. Income taxes The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized. The Company follows accounting guidance regarding the recognition, measurement, presentation, and disclosure of uncertain tax positions in the financial statements. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be upheld under regulatory review. The resulting tax impact of these tax positions is recognized in the financial statements based on the results of this evaluation. The Company did not recognize any tax liabilities associated with uncertain tax positions, nor has it recognized any interest or penalties related to unrecognized tax positions. Generally, the Company is no longer subject to federal and state tax examinations by tax authorities for years before 2015. Net loss per share Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the year. Basic net loss per share is based solely on the number of common shares outstanding during the year. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants and options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential common shares are considered anti-dilutive and are excluded from the calculation of diluted net loss per share. Share-based compensation The Company measures and recognizes all share-based payment awards, including stock options made to employees and Directors, based on estimated fair values. The fair value of a share-based payment award is estimated on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statement of operations. The Company uses the Black-Scholes option pricing model (“Black-Scholes”) as its method of valuation. Non-employee stock-based compensation is accounted for using Black-Scholes to determine the fair value of warrants or options awarded to non-employees with the fair value of such issuances expensed over the period of service. |
Basis of presentation
Basis of presentation | 9 Months Ended |
Sep. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The unaudited interim consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participações Ltda. All inter-company transactions and balances have been eliminated upon consolidation. The unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related footnotes for the year ended December 31, 2018 . The unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of September 30, 2019 , and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. The unaudited interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements, as allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. Going Concern Uncertainty and Management’s Plan The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. In the Company’s Annual Report on Form 10‑K for December 31, 2018, management stated that there was substantial doubt about the Company’s ability to continue as a going concern due to its limited capital resources, and the Company’s independent registered public accounting firm emphasized this matter in its report to the shareholders and the Board of Directors. At that time, management prepared a plan to mitigate this doubt, which included an equity raise that subsequently provided the Company with $12.4 million of net new funds in 2019. At September 30, 2019 , the Company’s cash balance totaled $6.4 million . Management has evaluated the Company’s cash resources in view of its planned spending for ongoing operations, capital expenditures, and working capital for the next twelve months from the filing date and has determined that its current funds will be exhausted by June 30, 2020. As a result, there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that these financial statements are issued. To mitigate this doubt, management plans to seek additional financing in the form of equity or debt, partnerships, or other non-dilutive transactions to fund the Company’s cash requirements. However, the Company may not be able to raise additional financing or to do so at terms that are acceptable. In this event, management has the ability to reduce expenditures, slow down or delay capital spending, and divest assets in order to ensure its cash will extend through the next twelve months. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of the above uncertainty. Net loss per share Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Basic net loss is based solely on the number of Common Shares outstanding during the period. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants and options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential common shares are considered anti‑dilutive and are excluded from the calculation of diluted net loss per share. Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016‑02, “Leases,” which requires a lessee to recognize lease liabilities for the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and right-of-use assets, representing the lessee’s right to use, or control the use of, specified assets for the lease term. The ASU is effective for fiscal years beginning after December 15, 2018. The Company adopted FASB ASU 2016-02 for lease accounting on January 1, 2019 and recognized a lease liability of $532 thousand and a corresponding right-of-use asset of $512 thousand . Management calculated the lease liability based on the net present value of the remaining lease payments on the date of adoption using a weighted average discount rate of 8% . As most of the Company’s leases did not provide an implicit interest rate, management used an estimated incremental borrowing rate. The adoption did not result in any cumulative-effect adjustment to beginning retained earnings. The Company leases certain facilities, property, and equipment under noncancelable operating leases. A determination is made if an arrangement is a lease at its inception, and leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For operating leases, expense is recognized on a straight-line basis over the lease term. The Company has agreements with lease ( e.g. , minimum rent payments) and non-lease components ( e.g. , maintenance), which are generally accounted for separately. The Company has not elected the practical expedient to account for lease and non-lease components as one lease component. Management does not expect any recently issued, but not yet effective, accounting standards to have a material effect on its results of operations or financial condition. |
Risks and uncertainties
Risks and uncertainties | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Risks and Uncertainties [Abstract] | ||
Risks and uncertainties | Risks and uncertainties The Company is subject to risks and uncertainties common in the biotechnology and aquaculture industries. Such risks and uncertainties include, but are not limited to: (i) results from current and planned product development studies and trials; (ii) decisions made by the FDA or similar regulatory bodies in other countries with respect to approval and commercial sale of any of the Company’s proposed products; (iii) the commercial acceptance of any products approved for sale and the Company’s ability to manufacture, distribute, and sell for a profit any products approved for sale; (iv) the Company’s ability to obtain the necessary patents and proprietary rights to effectively protect its technologies; and (v) the outcome of any collaborations or alliances entered into by the Company. In addition, as disclosed in “Item 1A. Risk Factors,” below, and in “Item 1A. Risk Factors” in our Annual Report on Form 10‑K for the year ended December 31, 2018, which was filed on March 7, 2019, there are a number of other risks and uncertainties that may have a material effect on the operating results of our business and our financial condition. Concentration of credit risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and certificates of deposit. This risk is minimized by the Company’s policy of investing in financial instruments with short-term maturities issued by highly rated financial institutions. The Company’s cash balances may at times exceed insurance limitations. The Company holds cash balances in bank accounts located in Canada to fund its local operations. These amounts are subject to foreign currency exchange risk, which is mitigated by the Company’s policy to limit the balances held in these accounts. Balances in Canadian bank accounts totaled $242,324 at September 30, 2019 . | Risks and uncertainties The Company is subject to risks and uncertainties common in the biotechnology and aquaculture industries. Such risks and uncertainties include, but are not limited to: (i) results from current and planned product development studies and trials; (ii) decisions made by the FDA or similar regulatory bodies in other countries with respect to approval and commercial sale of any of the Company’s proposed products; (iii) the commercial acceptance of any products approved for sale and the Company’s ability to manufacture, distribute, and sell for a profit any products approved for sale; (iv) the Company’s ability to obtain the necessary patents and proprietary rights to effectively protect its technologies; and (v) the outcome of any collaborations or alliances entered into by the Company. Concentration of credit risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents and certificates of deposit. This risk is minimized by the Company’s policy of investing in financial instruments with short-term maturities issued by highly rated financial institutions. The Company’s cash balances may at times exceed insurance limitations. The Company holds cash balances in bank accounts located in Canada to fund its local operations. These amounts are subject to foreign currency exchange risk, which is minimized by the Company’s policy to limit the balances held in these accounts. Balances in Canadian bank accounts totaled $230,677 at December 31, 2018 . Financial instruments The carrying amounts reported in the consolidated balance sheets for other receivables and accounts payable approximate fair value based on the short-term maturity of these instruments. The carrying value of term debt approximates its fair value since it provides for market terms and interest rates. Included in other assets is a long-term investment that consists of 216,281 shares of common stock of A/F Protein, Inc. (AFP), equating to less than 1% ownership, with a cost basis of $21,628 , which the Company believes to be the best estimate of market value. AFP and the Company have certain shareholders in common. |
Inventory
Inventory | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Inventory | Inventory Major classifications of inventory are summarized as follows: September 30, December 31, 2019 2018 Feed $ 120,639 $ 24,288 Eggs 65,325 — Packaging — 8,913 Fish in process 291,113 42,908 Total inventory $ 477,077 $ 76,109 | Inventory Major classifications of inventory are summarized as follows for December 31, 2018 and 2017 : 2018 2017 Feed $ 24,288 60,161 Eggs — 73,967 Packaging 8,913 — Fish in process 42,908 38,235 Total inventory $ 76,109 $ 172,363 |
Property, plant and equipment
Property, plant and equipment | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant and equipment | Property, plant and equipment Major classifications of property, plant and equipment are summarized as follows: September 30, December 31, 2019 2018 Land $ 713,703 $ 704,567 Building and improvements 13,119,001 9,244,737 Construction in process 2,010,705 6,091,265 Equipment 11,930,465 9,713,030 Office furniture and equipment 201,194 192,606 Vehicles 27,621 26,832 Total property and equipment $ 28,002,689 $ 25,973,037 Less accumulated depreciation and amortization (3,221,984 ) (2,256,269 ) Property, plant and equipment, net $ 24,780,705 $ 23,716,768 During the quarter ended September 30, 2019 , a significant portion of the Rollo Bay facility was placed in service. As a result, the Company transferred $5.2 million of construction in process to building and improvements and equipment and commenced deprecation of these assets. Remaining in construction in process is $1.7 million for construction costs to complete the farm site and another $374 thousand has been committed. | Major classifications of property, plant and equipment are summarized as follows for December 31, 2018 and 2017 : 2018 2017 Land $ 704,567 $ 676,083 Building and improvements 9,244,737 9,187,160 Construction in process 6,091,265 5,119,961 Equipment 9,713,030 8,211,510 Office furniture and equipment 192,606 136,091 Vehicles 26,832 29,135 Total property and equipment $ 25,973,037 $ 23,359,940 Less accumulated depreciation and amortization (2,256,269 ) (1,556,964 ) Property, plant and equipment, net $ 23,716,768 $ 21,802,976 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following: September 30, December 31, 2019 2018 Accounts payable $ 373,775 $ 366,917 Accrued compensation 279,607 223,481 Accrued professional fees and research costs 289,885 185,992 Accrued franchise and excise taxes 91,665 23,678 Accrued construction costs 67,171 13,716 Accrued other 518 11,116 Accounts payable and accrued liabilities $ 1,102,621 $ 824,900 | Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following at December 31, 2018 and 2017 : 2018 2017 Accounts payable $ 366,917 $ 1,089,919 Accrued payroll including vacation 223,481 364,368 Accrued professional fees and contract services 185,992 443,178 Accrued taxes 23,678 240,880 Accrued construction costs 13,716 509,950 Accrued other 31,539 18,560 Accounts payable and accrued liabilities $ 845,323 $ 2,666,855 |
Debt
Debt | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Debt | Debt The current material terms and conditions of debt outstanding are as follows: Original loan amount Interest Monthly Maturity September 30, 2019 December 31, 2018 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,168,873 $ 2,106,840 ACOA term loan (C$337,000) 0% C$3,120 June 2026 188,528 203,735 ACOA term loan (C$500,000) 0% C$4,630 November 2028 377,600 — Kubota Canada Ltd. (C$95,961) 0% C$1,142 January 2025 55,215 61,178 Finance PEI term loan (C$2,717,093) 4% C$16,313 November 2023 1,756,392 1,219,681 Total debt $ 4,546,608 $ 3,591,434 less: current portion (149,069 ) (71,613 ) Long-term debt $ 4,397,539 $ 3,519,821 Estimated principal payments remaining on loan debt are as follows: Year AIF ACOA FPEI Kubota Total 2019 $ — $ 7,069 $ 19,507 $ 2,588 $ 29,164 2020 — 70,234 79,808 10,353 160,395 2021 — 70,234 83,064 10,353 163,651 2022 — 70,234 86,448 10,353 167,035 2023 — 70,234 1,487,565 10,353 1,568,152 Thereafter 2,168,873 278,123 — 11,215 2,458,211 Total $ 2,168,873 $ 566,128 $ 1,756,392 $ 55,215 $ 4,546,608 On March 7, 2019, the Canadian Subsidiary received C $500 thousand under a credit facility with the Atlantic Canada Opportunities Agency (“ACOA”). The proceeds of the loan are to be used to partially finance the construction at the Rollo Bay site. The loan will be repaid over a term of nine years and has a zero percent interest rate. In 2018, the Canadian Subsidiary obtained a new loan from Finance PEI (“FPEI”), which incorporated the existing loan and provides C $2.0 million ( $1.5 million ) of additional funds. As of December 31, 2018, C $1.0 million ( $734 thousand ) had been drawn down. On May 17, 2019, an additional C $700 thousand ( $535 thousand ) had been drawn down. The final C $300 thousand ( $230 thousand ) is anticipated to be drawn down during the fourth quarter of 2019. Payments commenced in June 2019. The loan has an interest rate of 4% and is collateralized by a mortgage executed by the Canadian Subsidiary, which conveys a first security interest in all of its current and acquired assets. The loan is guaranteed by the Parent. Other than these loans, there have been no material changes to the Company’s debt arrangements as disclosed in our annual report on Form 10‑K for the year ended December 31, 2018. The Company recognized interest expense of $44,415 and $15,782 for the nine months ended September 30, 2019 and 2018 , respectively, on its interest-bearing debt. | Debt The current terms and conditions of long-term debt outstanding at December 31, 2018 and 2017 , are as follows: Interest Monthly Maturity 2018 2017 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,106,840 $ 2,287,771 ACOA term loan (C$337,000) 0% C$3,120 June 2026 203,735 251,056 Kubota Canada Ltd (C$95,961) 0% C$1,142 Jan 2025 61,178 — PEI Finance term loan (C$2,717,093) 4% C$4,333 July 2021 1,219,681 545,387 Total debt $ 3,591,434 $ 3,084,214 less: current portion (71,613 ) (49,794 ) Long-term debt $ 3,519,821 $ 3,034,420 Principal payments due on the long-term debt are as follows: Year AIF ACOA Kubota FPEI Total 2019 $ — $ 27,466 $ 10,057 $ 34,090 $ 71,613 2020 — 27,466 10,057 42,034 79,557 2021 — 27,466 10,057 43,746 81,269 2022 — 27,466 10,057 45,529 83,052 2023 — 27,466 10,057 1,054,282 1,091,805 Thereafter 2,106,840 66,405 10,893 — 2,184,138 Total $ 2,106,840 $ 203,735 $ 61,178 $ 1,219,681 $ 3,591,434 Atlantic Canada Opportunities Agency (“ACOA”) ACOA is a Canadian government agency that provides funding to support the development of businesses and promote employment in the Atlantic region of Canada. ACOA Atlantic Innovation Fund (“AIF”) Grant In January 2009, the Canadian Subsidiary was awarded an AIF grant from ACOA to provide a contribution towards the funding of a research and development project. Contributions under the grant were made through 2014 and no further funds are available. Amounts claimed by the Canadian Subsidiary must be repaid in the form of a 10% royalty on any products that are commercialized out of this research project until the loan is fully repaid. Revenue from the sale of AquAdvantage Salmon are not subject to the royalty, and the Company does not expect to commercialize products that would be subject to the royalty in the next five years. ACOA term loans In February 2016, the Canadian Subsidiary executed an agreement with ACOA to partially finance the renovations to the Rollo Bay farm site. All available funding under the agreement was disbursed through May 2017, and no further amounts are available. The loan is being repaid over a period of nine years. On November 13, 2018, the Canadian Subsidiary executed a second agreement with ACOA to partially finance the renovations to the Rollo Bay site. The terms of the agreement include funding up to C $500 thousand ( $367 thousand ) with repayment commencing after the final draw-down of the funds. The loan term is nine years with a zero percent interest rate. No funds were drawn during 2018. Kubota Kubota is a manufacturer of power equipment for the construction, agriculture, commercial, and residential industries. In January 2018, the Canadian Subsidiary financed the purchase of equipment through a loan with Kubota. The total amount is being repaid in monthly installments. The loan is secured by the underlying equipment. Finance PEI (“FPEI”) FPEI is a corporation of the Ministry of Economic Development and Tourism for Prince Edward Island, Canada, and administers business financing programs for the provincial government. In August 2016, the Canadian Subsidiary obtained a loan from FPEI to partially finance the purchase of the assets of the former Atlantic Sea Smolt plant in Rollo Bay West on Prince Edward Island. On October 16, 2018, the Canadian Subsidiary obtained a new loan from FPEI, which incorporates the existing loan and provides C$2.0 million ( $1.5 million ) of additional funds. As of December 31, 2018, C$1.0 million ( $734 thousand ) has been drawn down. Payments will commence once all funds have been drawn. The loan has an interest rate of 4% and is collateralized by a mortgage executed by the Canadian Subsidiary, which conveys a first security interest in all of its current and acquired assets. The loan is guaranteed by the Parent. The Company recognized interest expense in 2018 of $22,185 (2017: $21,520 ; 2016: $402,554 ) on its interest-bearing debt. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets Prepaid expenses and other current assets include the following at December 31, 2018 and 2017 : 2018 2017 Prepaid insurance $ 90,754 $ 84,801 Prepaid supplies 19,422 33,132 Prepaid professional services 38,375 16,059 Prepaid rent and lease deposits 13,508 5,852 Other current assets 153,910 387,478 Total prepaid expenses and other current assets $ 315,969 $ 527,322 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2019 | |
Leases [Abstract] | |
Leases | Leases Lease expense for the nine months ended September 30, 2019 , amounted to $102,385 . The weighted average remaining lease term of the Company’s operating leases was 22.8 years as of September 30, 2019 . Lease payments included in operating cash flows totaled $121,788 for the nine months ended September 30, 2019 . The table below summarizes the Company’s lease obligations and remaining payments at September 30, 2019 : September 30, 2019 January 1, 2019 Lease Type End Date Remaining Years Remaining Payments Lease Liability Remaining Payments Lease Liability Maynard Office Lease Operating Mar 2023 3.5 $ 231,568 $ 198,758 $ 278,414 $ 234,685 Panama Farm Lease Operating Apr 2019 0 — — 60,000 59,013 Indiana Auto Lease Operating Feb 2021 1.4 7,210 6,656 10,842 9,897 Indiana Well Lease Operating Dec 2048 29.3 706,110 224,640 717,420 228,844 Total leases $ 944,888 $ 430,054 $ 1,066,676 $ 532,439 Less: current portion (84,453 ) (61,315 ) (142,780 ) (117,345 ) Long-term leases $ 860,435 $ 368,739 $ 923,896 $ 415,094 Remaining payments under leases are as follows at September 30, 2019: Year Office Auto Well Amount 2019 $ 16,011 $ 1,211 $ 3,770 $ 20,992 2020 64,637 4,842 15,532 85,011 2021 66,416 1,157 15,998 83,571 2022 67,602 — 16,478 84,080 2023 16,902 — 16,972 33,874 Thereafter — — 637,360 637,360 Total Lease Payments $ 231,568 $ 7,210 $ 706,110 $ 944,888 |
Stockholders' equity
Stockholders' equity | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Stockholders' equity | Stockholders’ equity Recent issuances On March 21, 2019, the Company completed a public offering of 3,345,282 Common Shares. Net proceeds to the Company were $6.6 million after deducting discounts, fees, and expenses. On April 5, 2019, the Company completed a public offering of 2,554,590 Common Shares. Net proceeds to the Company were $5.2 million after deducting discounts, fees, and expenses. On April 17, 2019, the Company issued 346,488 Common Shares in conjunction with the overallotment exercise by the Company’s investment banker. Net proceeds to the Company were $696 thousand after deducting discounts, fees, and expenses. Warrants The following table summarizes information about outstanding warrants at September 30, 2019 : Number of warrant shares Weighted average exercise price Outstanding at December 31, 2018 1,745,868 $3.25 Exercised (83,564 ) 3.25 Outstanding at September 30, 2019 1,662,304 $3.25 Exercisable at September 30, 2019 1,662,304 $3.25 During the nine months ended September 30, 2019 , the Company issued 83,564 Common Shares at $3.25 per share in conjunction with the exercise of warrants, with total proceeds of $272 thousand . Share-based compensation Restricted stock A summary of the Company’s shares of restricted stock as of September 30, 2019 , is as follows: Shares Weighted average grant date fair value Balance at December 31, 2018 8,867 $3.51 Granted 176,561 2.13 Vested (127,133 ) 2.19 Balance at September 30, 2019 58,295 $2.21 During the nine months ended September 30, 2019 and 2018 , the Company expensed $279,026 and $20,421 , respectively, related to the restricted stock awards. At September 30, 2019 , the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $128,307 . The period over which the unearned share-based compensation is expected to be earned is approximately 2.5 years. Stock options The Company’s option activity is summarized as follows: Number of Weighted Outstanding at December 31, 2018 339,964 $7.09 Issued 278,500 2.21 Expired (79,539 ) 3.41 Outstanding at September 30, 2019 538,925 $5.11 Exercisable at September 30, 2019 401,847 $5.99 Unless otherwise indicated, options issued to employees, members of the Board of Directors, and non-employees are vested over one to three years and are exercisable for a term of ten years from the date of issuance. The fair values of stock option grants to employees and members of the Board of Directors during 2019 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: March 2019 April 2019 June 2019 Expected volatility 89% 94% 96% Risk free interest rate 2.53% 2.28% 1.85% Expected dividend yield 0% 0% 0% Expected life (in years) 5 5 5 The weighted average fair value of stock options granted during the nine months ended September 30, 2019 , was $ 2.21 . The total intrinsic value of all options outstanding was $80,305 and $0 at September 30, 2019 , and December 31, 2018 , respectively. The total intrinsic value of exercisable options was $41,492 and $0 at September 30, 2019 , and December 31, 2018 , respectively. The following table summarizes information about options outstanding and exercisable at September 30, 2019 : Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable Weighted average exercise price of outstanding and exercisable options $2.50 - $5.70 403,663 9.1 270,120 $6.90 - $9.60 52,841 3.0 52,841 $10.50 - $10.80 4,000 4.4 4,000 $14.20 - $23.40 78,421 6.5 74,886 538,925 401,847 $5.99 Total share-based compensation on stock options amounted to $374,426 and $171,261 for the nine months ended September 30, 2019 and 2018 , respectively. At September 30, 2019 , the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards was $229,807 . The period over which the unearned share-based compensation is expected to be earned is approximately 0.8 years. During the period ended June 30, 2019, the Company recognized share based compensation of $134,258 related to the accelerated vesting and exercisable term change for options to purchase an aggregate of 153,940 shares for the Company’s former CEO, who retired June 30, 2019. Each option granted was revalued as of June 30, 2019, using the following Black-Scholes values to determine the incremental charges for the option modification: expected volatility of 97% , risk free interest rate of 1.71% to 1.92% , expected dividend yield of 0.0% , and expected life of 1.5 to 5 years. The following table summarizes the expense related to the options revalued at June 30, 2019: Expense Grant date Number of options Previous Accelerated Incremental Total 1/11/2011 16,667 $ 109,769 $ — $ 11,782 $ 121,551 1/20/2014 6,667 120,712 — 7,621 128,333 2/27/2018 60,606 99,738 — 12,313 112,051 4/21/2017 20,000 70,346 20,736 13,485 104,567 4/30/2019 50,000 13,453 67,047 1,274 81,774 153,940 $ 414,018 $ 87,783 $ 46,475 $ 548,276 | Stockholders’ equity In May 2018, the Company’s shareholders approved a reduction in the number of authorized shares from 240 million to 55 million shares of stock, of which 5 million are authorized as preferred stock and 50 million as common stock. At December 31, 2018 , the Company had zero shares ( 2017 : zero ) of preferred stock and 15,098,837 shares (2017: 8,895,094 ) of common stock, issued and outstanding. In December 2016, the shareholders approved a reverse share split ratio of 1-for-30 to be implemented on January 5, 2017. All share balances in the Financial Statements and accompanying notes have been restated to reflect this change. Common stock The holders of the common stock are entitled to one vote for each share held at all meetings of stockholders. Dividends and distribution of assets of the Company in the event of liquidation are subject to the preferential rights of any outstanding preferred shares. At December 31, 2018 , the Company had reserved 339,964 shares of common stock for the exercise of options and 1,745,868 shares of common stock for the exercise of warrants. Recent issuances In January 2017, the Company closed an equity subscription of $25 million with Intrexon for 2,421,073 common shares at a price of $10.326 . In January 2018, the Company completed a public offering of 3,692,307 Common Shares and warrants for 4,246,153 Common Shares. Net proceeds to the Company were $10.6 million after deducting discounts, fees, and expenses. Intrexon Corporation, the Company’s majority shareholder, participated in the offering, purchasing 1,538,461 Common Shares and warrants for 1,538,461 Common Shares for gross proceeds of $5.0 million . On October 24, 2018, 2,250,461 Common Shares were issued through the exercise of outstanding warrants at a discounted price of $2.00 . Net proceeds to the Company were $4.3 million after deducting discounts, fees, and expenses. Intrexon participated in the exercise, converting warrants for the issuance of 1,538,461 Common Shares, resulting in gross proceeds of $3.1 million . Additionally during 2018, the Company issued 249,824 Common Shares in conjunction with the exercise of warrants, with total proceeds of $0.8 million . Warrants In connection with the public offering of Common Shares that was completed in January 2018, the Company issued warrants to purchase 4,246,153 Common Shares. Each warrant has an exercise price per share of $3.25 , is immediately exercisable, and will expire five years from the date of issuance. During 2018 249,824 warrants were exercised at $3.25 and the Board approved the exercise of 2,250,461 warrants in October 2018 at a discounted price of $2.00 . The intrinsic value of the warrants that were converted at the discounted price was $1.8 million . The warrant inducement was treated as an extinguishment of an equity contract, as the warrant holders had to exercise their warrants in order to take advantage of the discounted conversion price. In accounting for the transaction the Company analogized to guidance regarding the treatment of preferred stock extinguishments and recognized the intrinsic value of the inducement, totaling $1.8 million , as a return of capital and as an addition to net loss for the purpose of calculating basic and diluted earnings per share. The following table summarizes information about outstanding warrants at December 31, 2018: Number of warrant shares Weighted average exercise price Outstanding at December 31, 2017 — $— Issued 4,246,153 3.25 Exercised (2,500,285 ) 2.12 Outstanding at December 31, 2018 1,745,868 $3.25 Exercisable at December 31, 2018 1,745,868 $3.25 Share-based compensation In 2006, the Company established the 2006 Equity Incentive Plan (the “2006 Plan”). The 2006 Plan provided for the issuance of incentive stock options to employees of the Company and non-qualified stock options and awards of restricted stock to Directors, officers, employees, and consultants of the Company. In accordance with its original terms, the 2006 Plan terminated on March 18, 2016. All outstanding awards under the 2006 Plan will continue until their individual termination dates. In March 2016, the Company’s Board of Directors adopted the AquaBounty Technologies, Inc. 2016 Equity Incentive Plan (the “2016 Plan”) to replace the 2006 Plan. The 2016 Plan provides for the issuance of incentive stock options, non-qualified stock options, and awards of restricted and direct stock purchases to Directors, officers, employees, and consultants of the Company. The aggregate number of shares of common stock that may be issued pursuant to awards granted under the 2016 Plan cannot exceed 450,000 . The 2016 Plan was approved by the Company’s shareholders at its Annual Meeting on April 26, 2016. Restricted stock The Company’s restricted stock activity under the 2006 Plan and the 2016 Plan is summarized as follows: Shares Weighted average grant date fair value Unvested at December 31, 2017 2,697 $ 11.37 Granted 11,151 2.50 Vested (4,981 ) 5.50 Unvested at December 31, 2018 8,867 $ 3.51 During 2018 , the Company expensed $27,298 ( 2017 : $26,400 ; 2016 : $18,070 ) related to restricted stock awards. At December 31, 2018 , the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $31,015 . The period over which the unearned share-based compensation is expected to be earned is approximately 2.2 years. Stock options The Company’s option activity under the 2006 Plan and the 2016 Plan is summarized as follows: Number of Weighted Outstanding at December 31, 2017 227,203 $ 9.39 Issued 113,561 2.50 Expired (800 ) 9.90 Outstanding at December 31, 2018 339,964 $ 7.09 Exercisable at December 31, 2018 303,986 $ 6.94 Unless otherwise indicated, options issued to employees, members of the Board of Directors, and non-employees are vested over one to three years and are exercisable for a term of ten years from the date of issuance. The weighted average fair value of stock options granted during 2018 was $2.50 ( 2017 : $4.55 ; 2016 : $4.46 ). There were no options exercised in 2018. The total intrinsic value of options exercised in 2017 was $43,420 ( 2016 : $6,338 ). At December 31, 2018 , the total intrinsic value of all options outstanding was $0 ( 2017 : $17,454 ; 2016 : $602,773 ), the total intrinsic value of exercisable options was $0 ( 2017 : $17,454 ; 2016 $597,872 ), and the total number of shares available for grant under the 2016 Plan was 268,138 ( 2017 : 397,500 ; 2016 : 450,000 ). The following table summarizes information about options outstanding and exercisable at December 31, 2018 : Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable Weighted average price of outstanding and exercisable options $2.50 - $5.70 204,034 5.6 185,985 $6.90 - $9.60 53,175 3.7 53,175 $10.50 - $10.80 4,000 5.1 4,000 $14.20 - $23.40 78,755 7.2 60,826 339,964 303,986 $6.94 The fair values of stock option grants to employees and members of the Board of Directors during 2018 , 2017 , and 2016 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: 2018 2017 2016 Expected volatility 81% 78% 53% Risk free interest rate 2.60% 1.80% 1.31% Expected dividend yield 0.0% 0.0% 0.0% Expected life (in years) 5 5 5 The risk-free interest rate is estimated using the Federal Funds interest rate for a period that is commensurate with the expected term of the awards. The expected dividend yield is zero because the Company has never paid a dividend and does not expect to do so for the foreseeable future. The expected life was based on a number of factors including historical experience, vesting provisions, exercise price relative to market price, and expected volatility. The Company believes that all groups of employees demonstrate similar exercise and post-vesting termination behavior and, therefore, does not stratify employees into multiple groups and forfeitures are recognized as they occur. The expected volatility was estimated using the Company’s historical price volatility over a period that is commensurate with the expected term of the awards. Total share-based compensation on stock-option grants amounted to $236,098 in 2018 ( 2017 : $95,734 ; 2016 : $200,224 ). At December 31, 2018 , the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards is $111,243 . The period over which the unearned share-based compensation is expected to be earned is 1.2 years. Share-based compensation The following table summarizes share-based compensation costs recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2018 , 2017 , and 2016 : 2018 2017 2016 Research and development $ 3,238 $ 3,168 $ 2,115 Sales and marketing — 9,315 65,517 General and administrative 260,158 109,651 150,662 Total share-based compensation $ 263,396 $ 122,134 $ 218,294 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The components of loss before income taxes for the years ended December 31, 2018 , 2017 , and 2016 , are presented below: 2018 2017 2016 Domestic $ (9,702,869 ) $ (6,526,706 ) $ (5,950,862 ) Foreign (679,190 ) (2,731,941 ) (2,519,799 ) Loss before income taxes $ (10,382,059 ) $ (9,258,647 ) $ (8,470,661 ) Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate for the years ended December 31, 2018 , 2017 , and 2016 , primarily due to the following: 2018 2017 2016 Income tax benefit $ (2,180,233 ) $ (3,147,940 ) $ (2,880,025 ) State and provincial income tax, net of federal benefit (534,789 ) (678,438 ) (604,354 ) Permanent differences 53,795 (2,923 ) 234,247 US-Foreign rate differential (13,955 ) 371,551 359,729 Other, net 1,182,900 (98,947 ) 73,220 Effect of tax reform 0 3,687,844 — (1,492,282 ) 131,147 (2,817,183 ) Change in valuation allowance 1,492,282 (131,147 ) 2,817,183 Total income tax $ — $ — $ — Included in Other for 2018 are $0.4 million related to state tax rate changes and $0.6 million related to foreign currency changes. As of December 31, 2018 , the Company has domestic net operating loss carryforwards of approximately $37.8 million , after consideration of limitations pursuant to section 382, to offset future federal taxable income, which begin to expire in 2031. The future utilization of certain historic net operating loss and tax credit carryforwards, however, is subject to annual use limitations based on the change in stock ownership rules of Internal Revenue Code Sections 382 and 383. The Company experienced a change in ownership under these rules during 2012 and revised its calculation of net operating loss carryforwards based on annual limitation rules. The Company also has foreign net operating loss carryforwards and research loss carryforwards totaling approximately $14.0 million and foreign research and development expense tax credits of approximately $2.6 million at December 31, 2018 , which expire at various times commencing in 2019. Since the Company has incurred only losses from inception and there is uncertainty related to the ultimate use of the loss carryforwards and tax credits, a valuation allowance has been recognized to offset the Company’s deferred tax assets, and no benefit for income taxes has been recorded. Significant components of the Company’s deferred tax assets and liabilities are as follows: 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 14,120,607 $ 12,411,425 Foreign research and development tax credit carryforwards 2,628,190 2,832,340 Property and equipment 463,343 482,161 Other 19,695 13,627 Total deferred tax assets $ 17,231,835 $ 15,739,553 Valuation allowance $ (17,231,835 ) $ (15,739,553 ) Net deferred tax assets $ — $ — The valuation allowance increased by $1.5 million during 2018 and increased by $131,147 during 2017 . The increase in 2018 is primarily due to increases in net operating loss carryforwards. The increase in 2017 was primarily due to increases in foreign research and development tax credits and property and equipment, partially offset by a reduction in the U.S. deferred tax assets resulting from the impact of U.S. tax reform. |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and contingencies | Commitments and contingencies The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. See Note 5 for commitments related to our renovation and construction costs. There have been no other material changes to the commitments and contingencies disclosed in our Annual Report on Form 10‑K as of and for the year ended December 31, 2018. | Commitments and contingencies The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. Lease commitments In July 2017, the Company extended the lease for its office space in Maynard, Massachusetts. The new lease for 3,558 square feet of office space has a term of five years and seven months, ending March 2023. Lease payments over the term total $332,824 . In 2017, the Company assumed a lease for well water rights as part of its purchase of certain assets of Bell Aquaculture. The lease has a thirty years term with auto-renewal for an additional twenty years . Semi-annual payments total $7,320 with annual increases of 3% over the term. In May 2018, the Company extended its lease for its Panama farm site. The lease has a term of twelve months, ending in April 2019. In addition, the Company leases office space in Brazil on a month-to-month basis. Total rent expense in 2018 was $238,131 ( 2017 : $214,634 ; 2016 : $202,788 ). Future minimum commitments under the Company’s operating leases are $338,414 with $122,858 in 2019 and $64,637 in 2020. The following table summarizes our significant contractual obligations and commercial commitments at December 31, 2018, and the effects such obligations are expected to have on our liquidity and cash flows in future periods (in thousands): Total Less than 1-3 years 3-5 years More than Maynard office lease $ 278 $ 63 $ 131 $ 84 $ — Panama site lease 60 60 — — — Indiana auto lease 11 5 6 — — Indiana well lease 717 15 32 33 637 Total $ 1,066 $ 143 $ 169 $ 117 $ 637 Employment agreements The Company has employment agreements with certain of its officers. The agreements provide for base pay and benefits, as defined. Under certain circumstances of termination, the Company must make severance payments. |
Retirement plan
Retirement plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Retirement plan | Retirement plan The Company has a savings and retirement plan for its US employees that qualifies under Section 401(k) of the Internal Revenue Code. The plan covers substantially all employees and provides for voluntary contributions by participating employees up to the maximum contribution allowed under the Internal Revenue Code. Contributions by the Company can be made, as determined by the Board of Directors, provided the amount does not exceed the maximum permitted by the Internal Revenue Code. Company contributions made and expensed in operations in connection with the plan during the year ended December 31, 2018 , amounted to $43,866 ( 2017 : $31,308 ; 2016 : $33,422 ). The Company also has a Registered Retirement Savings Plan for its Canadian employees. Company contributions made and expensed in operations in connection with the plan during the year ended December 31, 2018 , amounted to $25,900 ( 2017 : $26,578 ; 2016 : $21,777 ). |
Related Party Collaboration Agr
Related Party Collaboration Agreement | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Related Party Transactions [Abstract] | ||
Related Party Collaboration Agreement | Related Party Collaboration Agreement In February 2013, the Company entered into an Exclusive Channel Collaboration Agreement (“ECC”) with Intrexon Corporation (“Intrexon”) pursuant to which the Company will use Intrexon’s UltraVector and other technology platforms to develop and commercialize additional bioengineered traits in finfish for human consumption. Total Intrexon service costs incurred under the terms of this agreement for the nine months ended September 30, 2019 and 2018 , amounted to $18,550 and $190,195 , respectively, and are included as a component of research and development expense in our Consolidated Statements of Operations and Comprehensive Loss. For the three months ended September 30, 2019 and 2018 , service costs incurred amounted to $2,816 and $54,154 , respectively. Included in accounts payable and accrued liabilities at September 30, 2019 , and December 31, 2018 , are amounts due to Intrexon under the ECC totaling $1,000 and $800 , respectively. | Related Party Collaboration Agreement In February 2013, the Company entered into the ECC with Intrexon, its majority shareholder, pursuant to which the Company will use Intrexon’s UltraVector and other technology platforms to develop and commercialize additional bioengineered traits in finfish for human consumption. The ECC, which can be terminated by the Company upon 90 days’ written notice, grants the Company a worldwide license to use specified patents and other intellectual property of Intrexon in connection with the research, development, use, importing, manufacture, sale, and offer for sale of products involving DNA administered to finfish for human consumption. Such license is exclusive with respect to any clinical development, selling, offering for sale, or other commercialization of developed products, and otherwise is non-exclusive. Under the ECC and subject to certain exceptions, the Company is responsible for, among other things, the performance of the program, including development, commercialization, and certain aspects of manufacturing developed products. Among other things, Intrexon is responsible for the costs of establishing manufacturing capabilities and facilities for the bulk manufacture of certain products developed under the program; certain other aspects of manufacturing; costs of discovery-stage research with respect to platform improvements; and costs of filing, prosecution, and maintenance of Intrexon’s patents. The Company will pay Intrexon quarterly 16.66% of the gross profits calculated under the terms of the agreement for each developed product. The Company has likewise agreed to pay Intrexon 50% of quarterly revenue obtained from a sublicensor in the event of a sublicensing arrangement. In addition, the Company will reimburse Intrexon for the costs of certain services provided by Intrexon. No royalties were paid to Intrexon in 2018 , and the Company does not expect to pay royalties in 2018. Total Intrexon service costs incurred under the terms of this agreement amounted to $217,833 in 2018 ( 2017 : $562,039 ; 2016 : $912,182 ), of which $800 is included in accounts payable and accrued liabilities at December 31, 2018 ( 2017 : $135,301 ), and is included as a component of research and development expense in the Consolidated Statements of Operations and Comprehensive Loss. |
Recently Issued Accounting Stan
Recently Issued Accounting Standards | 12 Months Ended |
Dec. 31, 2018 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards Recently issued accounting pronouncements that may be relevant to the Company are the following: In February 2016, the FASB issued ASU 2016-02, “Leases,” which requires a lessee to recognize lease liabilities for the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and right-of-use assets, representing the lessee’s right to use, or control the use of, specified assets for the lease term. Additionally, the new guidance has simplified accounting for sale and leaseback transactions. Lessor accounting is largely unchanged. The ASU is effective for fiscal years beginning after December 15, 2018. We will adopt the ASU effective January 1, 2019 and based on our current portfolio of leases, approximately $532 thousand of lease assets and liabilities will be recognized on our balance sheet, primarily relating to real estate. Management does not expect any other recently issued, but not yet effective, accounting standards to have a material effect on its results of operations or financial condition. |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information (unaudited) | Quarterly Financial Information (unaudited) The following information has been derived from unaudited consolidated statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information. Three Months Ended 2018 March 31 June 30 September 30 December 31 Revenue $ 19,097 $ 47,898 $ 10,938 $ 6,585 Operating loss (2,443,472 ) (2,784,583 ) (2,720,027 ) (2,417,714 ) Net loss (2,449,787 ) (2,781,149 ) (2,727,028 ) (2,424,095 ) Deemed dividend — — — (1,822,873 ) Basic and diluted net loss per share attributable to common shareholders $ (0.21 ) $ (0.22 ) $ (0.21 ) $ (0.30 ) Three Months Ended 2017 March 31 June 30 September 30 December 31 Revenue $ — $ 53,278 $ — $ — Operating loss (2,049,098 ) (2,087,074 ) (2,439,230 ) (2,655,756 ) Net loss (2,055,743 ) (2,093,436 ) (2,446,219 ) (2,663,249 ) Basic and diluted net loss per share attributable to common shareholders $ (0.24 ) $ (0.24 ) $ (0.28 ) $ (0.30 ) |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On January 3, 2019, the Company issued 164,088 restricted Common Shares to Sylvia Wulf, its new Chief Executive Officer, per the terms of her employment agreement. The shares vest over a one-year period. On March 5, 2019, the Company issued 12,473 restricted Common Shares to Richard Clothier, Chair of the Board of Directors, per the terms of his compensation plan. The shares vest over a three-year period. On March 7, 2019, the Canadian Subsidiary received C$500 thousand in debt funding from ACOA (Note 8). |
Nature of business and organi_2
Nature of business and organization (Policies) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Consolidations | The unaudited interim consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participações Ltda. All inter-company transactions and balances have been eliminated upon consolidation. | The consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participacoes Ltda. The entities are collectively referred to herein as the “Company.” All inter-company transactions and balances have been eliminated upon consolidation. |
Basis of accounting | The unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related footnotes for the year ended December 31, 2018 . The unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of September 30, 2019 , and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. The unaudited interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements, as allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. | |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. | |
Comprehensive loss | The Company displays comprehensive loss and its components as part of its consolidated financial statements. Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments. | |
Foreign currency translations | The functional currency of the Parent is the US Dollar. The functional currency of the Canadian Subsidiary is the Canadian Dollar (C$), and the functional currency of the Panama, US, Indiana, and Brazil Subsidiaries is the US Dollar. For the Canadian Subsidiary, assets and liabilities are translated at the exchange rates in effect at the balance sheet date, equity accounts are translated at the historical exchange rate, and the income statement accounts are translated at the average rate for each period during the year. Net translation gains or losses are adjusted directly to a separate component of other comprehensive income (loss) within stockholders’ equity (deficit). | |
Cash equivalents | The Company considers all highly liquid investments with maturities of three months or less when purchased to be cash equivalents. Cash equivalents consist primarily of business savings accounts. | |
Short-term investment | The Company considers all liquid investments with maturities greater than three months but less than one year when purchased to be short-term investments. The Company has a six-month certificate of deposit at December 31, 2018 and 2017 . It is renewable semi-annually in January and July. | |
Inventories | The Company measures inventory at the lower of cost or net realizable value (NRV), where NRV is defined as the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. The Company also considers capacity utilization in calculating its inventory value with any excess capacity charged to general and administrative expenses. | |
Intangible assets | Definite-lived intangible assets include patents and licenses. Patent costs consist primarily of legal and filing fees incurred to file patents on proprietary technology developed by the Company. Patent costs are amortized on a straight-line basis over 20 years beginning with the filing date of the applicable patent. License fees are capitalized and expensed over the term of the licensing agreement. Indefinite-lived intangible assets include trademark costs, which are capitalized with no amortization as they have an indefinite life. | |
Property, plant and equipment | Property, plant and equipment are carried at cost, and depreciation expense commences when the asset is placed into service, which may include receiving applicable regulatory approval. The Company depreciates all asset classes over their estimated useful lives, as follows: Building 20 - 25 years Equipment 7 - 10 years Office furniture and equipment 3 years Leasehold improvements shorter of asset life or lease term Vehicles 3 years | |
Impairment of long-lived assets | The Company reviews the carrying value of its long-lived tangible assets and definite-lived intangible assets on an annual basis or more frequently if facts and circumstances suggest that they may be impaired. The carrying values of such assets are considered impaired when the anticipated identifiable undiscounted cash flows from such assets are less than their carrying values. An impairment loss, if any, is recognized in the amount of the difference between the carrying amount and fair value. Indefinite-lived intangible assets are subject to impairment testing annually or more frequently if impairment indicators arise. The Company’s impairment testing utilizes a discounted cash flow analysis that requires significant management judgment with respect to revenue and expense growth rates, changes in working capital, and the selection and use of the appropriate discount rate. An impairment loss is recognized in the amount of the difference between the carrying amount and fair value. | |
Revenue recognition | The Company records revenue on the sale of a product when all revenue recognition criteria are fulfilled, including identifying the contract with a customer; identifying the performance obligations in the contract; determining the transaction price; allocating the transaction price to the performance obligations in the contract; and recognizing revenue when (or as) the Company satisfies a performance obligation. In addition, collectability is assessed before applying the revenue recognition criteria. The Company evaluates customer credit risk in order to conclude it is “probable” it will collect the amount of consideration due in exchange for the goods or services. | |
Income taxes | The Company uses the liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for the expected future tax consequences of temporary differences between the financial reporting and income tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences reverse. A valuation allowance is established to reduce net deferred tax assets to the amount expected to be realized. The Company follows accounting guidance regarding the recognition, measurement, presentation, and disclosure of uncertain tax positions in the financial statements. Tax positions taken or expected to be taken in the course of preparing the Company’s tax returns are required to be evaluated to determine whether the tax positions are “more likely than not” to be upheld under regulatory review. The resulting tax impact of these tax positions is recognized in the financial statements based on the results of this evaluation. The Company did not recognize any tax liabilities associated with uncertain tax positions, nor has it recognized any interest or penalties related to unrecognized tax positions. Generally, the Company is no longer subject to federal and state tax examinations by tax authorities for years before 2015. | |
Net loss per share | Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss by the weighted average number of common shares outstanding during the period. Basic net loss is based solely on the number of Common Shares outstanding during the period. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants and options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential common shares are considered anti‑dilutive and are excluded from the calculation of diluted net loss per share. | Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss attributable to common shareholders by the weighted average number of common shares outstanding during the year. Basic net loss per share is based solely on the number of common shares outstanding during the year. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants and options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential common shares are considered anti-dilutive and are excluded from the calculation of diluted net loss per share. |
Share-based compensation | The Company measures and recognizes all share-based payment awards, including stock options made to employees and Directors, based on estimated fair values. The fair value of a share-based payment award is estimated on the date of grant using an option pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as an expense over the requisite service period in the Company’s consolidated statement of operations. The Company uses the Black-Scholes option pricing model (“Black-Scholes”) as its method of valuation. Non-employee stock-based compensation is accounted for using Black-Scholes to determine the fair value of warrants or options awarded to non-employees with the fair value of such issuances expensed over the period of service. | |
Recently issued accounting standards | In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2016‑02, “Leases,” which requires a lessee to recognize lease liabilities for the lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis, and right-of-use assets, representing the lessee’s right to use, or control the use of, specified assets for the lease term. The ASU is effective for fiscal years beginning after December 15, 2018. The Company adopted FASB ASU 2016-02 for lease accounting on January 1, 2019 and recognized a lease liability of $532 thousand and a corresponding right-of-use asset of $512 thousand . Management calculated the lease liability based on the net present value of the remaining lease payments on the date of adoption using a weighted average discount rate of 8% . As most of the Company’s leases did not provide an implicit interest rate, management used an estimated incremental borrowing rate. The adoption did not result in any cumulative-effect adjustment to beginning retained earnings. The Company leases certain facilities, property, and equipment under noncancelable operating leases. A determination is made if an arrangement is a lease at its inception, and leases with an initial term of twelve months or less are not recorded on the balance sheet. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For operating leases, expense is recognized on a straight-line basis over the lease term. The Company has agreements with lease ( e.g. , minimum rent payments) and non-lease components ( e.g. , maintenance), which are generally accounted for separately. The Company has not elected the practical expedient to account for lease and non-lease components as one lease component. Management does not expect any recently issued, but not yet effective, accounting standards to have a material effect on its results of operations or financial condition. |
Summary of significant accoun_2
Summary of significant accounting policies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Accounting Policies [Abstract] | ||
Property, plant and equipment | Major classifications of property, plant and equipment are summarized as follows: September 30, December 31, 2019 2018 Land $ 713,703 $ 704,567 Building and improvements 13,119,001 9,244,737 Construction in process 2,010,705 6,091,265 Equipment 11,930,465 9,713,030 Office furniture and equipment 201,194 192,606 Vehicles 27,621 26,832 Total property and equipment $ 28,002,689 $ 25,973,037 Less accumulated depreciation and amortization (3,221,984 ) (2,256,269 ) Property, plant and equipment, net $ 24,780,705 $ 23,716,768 | The Company depreciates all asset classes over their estimated useful lives, as follows: Building 20 - 25 years Equipment 7 - 10 years Office furniture and equipment 3 years Leasehold improvements shorter of asset life or lease term Vehicles 3 years Property, plant and equipment Major classifications of property, plant and equipment are summarized as follows for December 31, 2018 and 2017 : 2018 2017 Land $ 704,567 $ 676,083 Building and improvements 9,244,737 9,187,160 Construction in process 6,091,265 5,119,961 Equipment 9,713,030 8,211,510 Office furniture and equipment 192,606 136,091 Vehicles 26,832 29,135 Total property and equipment $ 25,973,037 $ 23,359,940 Less accumulated depreciation and amortization (2,256,269 ) (1,556,964 ) Property, plant and equipment, net $ 23,716,768 $ 21,802,976 Depreciation and amortization expense for 2018 on property, plant and equipment was $829,684 ( 2017 : $171,242 ; 2016 : 140,649 ). In July 2016, the Company purchased the property, plant and equipment of the former Atlantic Sea Smolt plant in Rollo Bay West on Prince Edward Island for $717,225 , including legal and other expenses incurred. The Company allocated the purchase price to land, building, and equipment based on valuations and management’s estimates. I ncluded in construction in process is $5.7 million for renovation and new construction costs incurred at our Rollo Bay farm site. An additional $785 thousand has been committed. In June 2017, the Company purchased the aquaculture facility of Bell Fish Company LLC in Albany, Indiana, for $14.2 million , including legal and other expenses incurred. Through December 31, 2018, the Company has invested $2.6 million to upgrade the facility for use to grow out its AquAdvantage Salmon for harvest and sale in the United States. The Company currently has an additional $122 thousand committed to this project. This facility is operational, although the Company expects that upgrades will continue through 2020. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | ||
Inventory | Major classifications of inventory are summarized as follows: September 30, December 31, 2019 2018 Feed $ 120,639 $ 24,288 Eggs 65,325 — Packaging — 8,913 Fish in process 291,113 42,908 Total inventory $ 477,077 $ 76,109 | Major classifications of inventory are summarized as follows for December 31, 2018 and 2017 : 2018 2017 Feed $ 24,288 60,161 Eggs — 73,967 Packaging 8,913 — Fish in process 42,908 38,235 Total inventory $ 76,109 $ 172,363 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | ||
Property, plant and equipment | Major classifications of property, plant and equipment are summarized as follows: September 30, December 31, 2019 2018 Land $ 713,703 $ 704,567 Building and improvements 13,119,001 9,244,737 Construction in process 2,010,705 6,091,265 Equipment 11,930,465 9,713,030 Office furniture and equipment 201,194 192,606 Vehicles 27,621 26,832 Total property and equipment $ 28,002,689 $ 25,973,037 Less accumulated depreciation and amortization (3,221,984 ) (2,256,269 ) Property, plant and equipment, net $ 24,780,705 $ 23,716,768 | The Company depreciates all asset classes over their estimated useful lives, as follows: Building 20 - 25 years Equipment 7 - 10 years Office furniture and equipment 3 years Leasehold improvements shorter of asset life or lease term Vehicles 3 years Property, plant and equipment Major classifications of property, plant and equipment are summarized as follows for December 31, 2018 and 2017 : 2018 2017 Land $ 704,567 $ 676,083 Building and improvements 9,244,737 9,187,160 Construction in process 6,091,265 5,119,961 Equipment 9,713,030 8,211,510 Office furniture and equipment 192,606 136,091 Vehicles 26,832 29,135 Total property and equipment $ 25,973,037 $ 23,359,940 Less accumulated depreciation and amortization (2,256,269 ) (1,556,964 ) Property, plant and equipment, net $ 23,716,768 $ 21,802,976 Depreciation and amortization expense for 2018 on property, plant and equipment was $829,684 ( 2017 : $171,242 ; 2016 : 140,649 ). In July 2016, the Company purchased the property, plant and equipment of the former Atlantic Sea Smolt plant in Rollo Bay West on Prince Edward Island for $717,225 , including legal and other expenses incurred. The Company allocated the purchase price to land, building, and equipment based on valuations and management’s estimates. I ncluded in construction in process is $5.7 million for renovation and new construction costs incurred at our Rollo Bay farm site. An additional $785 thousand has been committed. In June 2017, the Company purchased the aquaculture facility of Bell Fish Company LLC in Albany, Indiana, for $14.2 million , including legal and other expenses incurred. Through December 31, 2018, the Company has invested $2.6 million to upgrade the facility for use to grow out its AquAdvantage Salmon for harvest and sale in the United States. The Company currently has an additional $122 thousand committed to this project. This facility is operational, although the Company expects that upgrades will continue through 2020. |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Payables and Accruals [Abstract] | ||
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities include the following: September 30, December 31, 2019 2018 Accounts payable $ 373,775 $ 366,917 Accrued compensation 279,607 223,481 Accrued professional fees and research costs 289,885 185,992 Accrued franchise and excise taxes 91,665 23,678 Accrued construction costs 67,171 13,716 Accrued other 518 11,116 Accounts payable and accrued liabilities $ 1,102,621 $ 824,900 | Accounts payable and accrued liabilities include the following at December 31, 2018 and 2017 : 2018 2017 Accounts payable $ 366,917 $ 1,089,919 Accrued payroll including vacation 223,481 364,368 Accrued professional fees and contract services 185,992 443,178 Accrued taxes 23,678 240,880 Accrued construction costs 13,716 509,950 Accrued other 31,539 18,560 Accounts payable and accrued liabilities $ 845,323 $ 2,666,855 |
Debt (Tables)
Debt (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Debt Disclosure [Abstract] | ||
Principal payments due on long-term debt | The current material terms and conditions of debt outstanding are as follows: Original loan amount Interest Monthly Maturity September 30, 2019 December 31, 2018 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,168,873 $ 2,106,840 ACOA term loan (C$337,000) 0% C$3,120 June 2026 188,528 203,735 ACOA term loan (C$500,000) 0% C$4,630 November 2028 377,600 — Kubota Canada Ltd. (C$95,961) 0% C$1,142 January 2025 55,215 61,178 Finance PEI term loan (C$2,717,093) 4% C$16,313 November 2023 1,756,392 1,219,681 Total debt $ 4,546,608 $ 3,591,434 less: current portion (149,069 ) (71,613 ) Long-term debt $ 4,397,539 $ 3,519,821 | The current terms and conditions of long-term debt outstanding at December 31, 2018 and 2017 , are as follows: Interest Monthly Maturity 2018 2017 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,106,840 $ 2,287,771 ACOA term loan (C$337,000) 0% C$3,120 June 2026 203,735 251,056 Kubota Canada Ltd (C$95,961) 0% C$1,142 Jan 2025 61,178 — PEI Finance term loan (C$2,717,093) 4% C$4,333 July 2021 1,219,681 545,387 Total debt $ 3,591,434 $ 3,084,214 less: current portion (71,613 ) (49,794 ) Long-term debt $ 3,519,821 $ 3,034,420 |
Terms and conditions of long-term debt | Estimated principal payments remaining on loan debt are as follows: Year AIF ACOA FPEI Kubota Total 2019 $ — $ 7,069 $ 19,507 $ 2,588 $ 29,164 2020 — 70,234 79,808 10,353 160,395 2021 — 70,234 83,064 10,353 163,651 2022 — 70,234 86,448 10,353 167,035 2023 — 70,234 1,487,565 10,353 1,568,152 Thereafter 2,168,873 278,123 — 11,215 2,458,211 Total $ 2,168,873 $ 566,128 $ 1,756,392 $ 55,215 $ 4,546,608 | Principal payments due on the long-term debt are as follows: Year AIF ACOA Kubota FPEI Total 2019 $ — $ 27,466 $ 10,057 $ 34,090 $ 71,613 2020 — 27,466 10,057 42,034 79,557 2021 — 27,466 10,057 43,746 81,269 2022 — 27,466 10,057 45,529 83,052 2023 — 27,466 10,057 1,054,282 1,091,805 Thereafter 2,106,840 66,405 10,893 — 2,184,138 Total $ 2,106,840 $ 203,735 $ 61,178 $ 1,219,681 $ 3,591,434 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Prepaid Expense and Other Assets, Current [Abstract] | |
Prepaid expenses and other current assets | Prepaid expenses and other current assets include the following at December 31, 2018 and 2017 : 2018 2017 Prepaid insurance $ 90,754 $ 84,801 Prepaid supplies 19,422 33,132 Prepaid professional services 38,375 16,059 Prepaid rent and lease deposits 13,508 5,852 Other current assets 153,910 387,478 Total prepaid expenses and other current assets $ 315,969 $ 527,322 |
Leases (Tables)
Leases (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Leases [Abstract] | ||
Operating lease obligations and remaining payments | The table below summarizes the Company’s lease obligations and remaining payments at September 30, 2019 : September 30, 2019 January 1, 2019 Lease Type End Date Remaining Years Remaining Payments Lease Liability Remaining Payments Lease Liability Maynard Office Lease Operating Mar 2023 3.5 $ 231,568 $ 198,758 $ 278,414 $ 234,685 Panama Farm Lease Operating Apr 2019 0 — — 60,000 59,013 Indiana Auto Lease Operating Feb 2021 1.4 7,210 6,656 10,842 9,897 Indiana Well Lease Operating Dec 2048 29.3 706,110 224,640 717,420 228,844 Total leases $ 944,888 $ 430,054 $ 1,066,676 $ 532,439 Less: current portion (84,453 ) (61,315 ) (142,780 ) (117,345 ) Long-term leases $ 860,435 $ 368,739 $ 923,896 $ 415,094 | |
Remaining payments under leases | Remaining payments under leases are as follows at September 30, 2019: Year Office Auto Well Amount 2019 $ 16,011 $ 1,211 $ 3,770 $ 20,992 2020 64,637 4,842 15,532 85,011 2021 66,416 1,157 15,998 83,571 2022 67,602 — 16,478 84,080 2023 16,902 — 16,972 33,874 Thereafter — — 637,360 637,360 Total Lease Payments $ 231,568 $ 7,210 $ 706,110 $ 944,888 | The following table summarizes our significant contractual obligations and commercial commitments at December 31, 2018, and the effects such obligations are expected to have on our liquidity and cash flows in future periods (in thousands): Total Less than 1-3 years 3-5 years More than Maynard office lease $ 278 $ 63 $ 131 $ 84 $ — Panama site lease 60 60 — — — Indiana auto lease 11 5 6 — — Indiana well lease 717 15 32 33 637 Total $ 1,066 $ 143 $ 169 $ 117 $ 637 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Equity [Abstract] | ||
Schedule of outstanding warrants | The following table summarizes information about outstanding warrants at September 30, 2019 : Number of warrant shares Weighted average exercise price Outstanding at December 31, 2018 1,745,868 $3.25 Exercised (83,564 ) 3.25 Outstanding at September 30, 2019 1,662,304 $3.25 Exercisable at September 30, 2019 1,662,304 $3.25 | The following table summarizes information about outstanding warrants at December 31, 2018: Number of warrant shares Weighted average exercise price Outstanding at December 31, 2017 — $— Issued 4,246,153 3.25 Exercised (2,500,285 ) 2.12 Outstanding at December 31, 2018 1,745,868 $3.25 Exercisable at December 31, 2018 1,745,868 $3.25 |
Schedule of restricted stock activity | A summary of the Company’s shares of restricted stock as of September 30, 2019 , is as follows: Shares Weighted average grant date fair value Balance at December 31, 2018 8,867 $3.51 Granted 176,561 2.13 Vested (127,133 ) 2.19 Balance at September 30, 2019 58,295 $2.21 | The Company’s restricted stock activity under the 2006 Plan and the 2016 Plan is summarized as follows: Shares Weighted average grant date fair value Unvested at December 31, 2017 2,697 $ 11.37 Granted 11,151 2.50 Vested (4,981 ) 5.50 Unvested at December 31, 2018 8,867 $ 3.51 |
Schedule of stock option activity | The Company’s option activity is summarized as follows: Number of Weighted Outstanding at December 31, 2018 339,964 $7.09 Issued 278,500 2.21 Expired (79,539 ) 3.41 Outstanding at September 30, 2019 538,925 $5.11 Exercisable at September 30, 2019 401,847 $5.99 | The Company’s option activity under the 2006 Plan and the 2016 Plan is summarized as follows: Number of Weighted Outstanding at December 31, 2017 227,203 $ 9.39 Issued 113,561 2.50 Expired (800 ) 9.90 Outstanding at December 31, 2018 339,964 $ 7.09 Exercisable at December 31, 2018 303,986 $ 6.94 |
Fair value of stock option grants | The fair values of stock option grants to employees and members of the Board of Directors during 2019 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: March 2019 April 2019 June 2019 Expected volatility 89% 94% 96% Risk free interest rate 2.53% 2.28% 1.85% Expected dividend yield 0% 0% 0% Expected life (in years) 5 5 5 | The fair values of stock option grants to employees and members of the Board of Directors during 2018 , 2017 , and 2016 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: 2018 2017 2016 Expected volatility 81% 78% 53% Risk free interest rate 2.60% 1.80% 1.31% Expected dividend yield 0.0% 0.0% 0.0% Expected life (in years) 5 5 5 |
Summary of options outstanding and exercisable | The following table summarizes information about options outstanding and exercisable at September 30, 2019 : Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable Weighted average exercise price of outstanding and exercisable options $2.50 - $5.70 403,663 9.1 270,120 $6.90 - $9.60 52,841 3.0 52,841 $10.50 - $10.80 4,000 4.4 4,000 $14.20 - $23.40 78,421 6.5 74,886 538,925 401,847 $5.99 | The following table summarizes information about options outstanding and exercisable at December 31, 2018 : Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable Weighted average price of outstanding and exercisable options $2.50 - $5.70 204,034 5.6 185,985 $6.90 - $9.60 53,175 3.7 53,175 $10.50 - $10.80 4,000 5.1 4,000 $14.20 - $23.40 78,755 7.2 60,826 339,964 303,986 $6.94 |
Summary of expense related to options revalued | The following table summarizes the expense related to the options revalued at June 30, 2019: Expense Grant date Number of options Previous Accelerated Incremental Total 1/11/2011 16,667 $ 109,769 $ — $ 11,782 $ 121,551 1/20/2014 6,667 120,712 — 7,621 128,333 2/27/2018 60,606 99,738 — 12,313 112,051 4/21/2017 20,000 70,346 20,736 13,485 104,567 4/30/2019 50,000 13,453 67,047 1,274 81,774 153,940 $ 414,018 $ 87,783 $ 46,475 $ 548,276 | The following table summarizes share-based compensation costs recognized in the Company’s Consolidated Statements of Operations and Comprehensive Loss for the years ended December 31, 2018 , 2017 , and 2016 : 2018 2017 2016 Research and development $ 3,238 $ 3,168 $ 2,115 Sales and marketing — 9,315 65,517 General and administrative 260,158 109,651 150,662 Total share-based compensation $ 263,396 $ 122,134 $ 218,294 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes | The components of loss before income taxes for the years ended December 31, 2018 , 2017 , and 2016 , are presented below: 2018 2017 2016 Domestic $ (9,702,869 ) $ (6,526,706 ) $ (5,950,862 ) Foreign (679,190 ) (2,731,941 ) (2,519,799 ) Loss before income taxes $ (10,382,059 ) $ (9,258,647 ) $ (8,470,661 ) |
Schedule of Effective Income Tax Rate Reconciliation | Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate for the years ended December 31, 2018 , 2017 , and 2016 , primarily due to the following: 2018 2017 2016 Income tax benefit $ (2,180,233 ) $ (3,147,940 ) $ (2,880,025 ) State and provincial income tax, net of federal benefit (534,789 ) (678,438 ) (604,354 ) Permanent differences 53,795 (2,923 ) 234,247 US-Foreign rate differential (13,955 ) 371,551 359,729 Other, net 1,182,900 (98,947 ) 73,220 Effect of tax reform 0 3,687,844 — (1,492,282 ) 131,147 (2,817,183 ) Change in valuation allowance 1,492,282 (131,147 ) 2,817,183 Total income tax $ — $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 14,120,607 $ 12,411,425 Foreign research and development tax credit carryforwards 2,628,190 2,832,340 Property and equipment 463,343 482,161 Other 19,695 13,627 Total deferred tax assets $ 17,231,835 $ 15,739,553 Valuation allowance $ (17,231,835 ) $ (15,739,553 ) Net deferred tax assets $ — $ — |
Commitments and contingencies (
Commitments and contingencies (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Remaining payments under leases | Remaining payments under leases are as follows at September 30, 2019: Year Office Auto Well Amount 2019 $ 16,011 $ 1,211 $ 3,770 $ 20,992 2020 64,637 4,842 15,532 85,011 2021 66,416 1,157 15,998 83,571 2022 67,602 — 16,478 84,080 2023 16,902 — 16,972 33,874 Thereafter — — 637,360 637,360 Total Lease Payments $ 231,568 $ 7,210 $ 706,110 $ 944,888 | The following table summarizes our significant contractual obligations and commercial commitments at December 31, 2018, and the effects such obligations are expected to have on our liquidity and cash flows in future periods (in thousands): Total Less than 1-3 years 3-5 years More than Maynard office lease $ 278 $ 63 $ 131 $ 84 $ — Panama site lease 60 60 — — — Indiana auto lease 11 5 6 — — Indiana well lease 717 15 32 33 637 Total $ 1,066 $ 143 $ 169 $ 117 $ 637 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information | The following information has been derived from unaudited consolidated statements that, in the opinion of management, include all recurring adjustments necessary for a fair statement of such information. Three Months Ended 2018 March 31 June 30 September 30 December 31 Revenue $ 19,097 $ 47,898 $ 10,938 $ 6,585 Operating loss (2,443,472 ) (2,784,583 ) (2,720,027 ) (2,417,714 ) Net loss (2,449,787 ) (2,781,149 ) (2,727,028 ) (2,424,095 ) Deemed dividend — — — (1,822,873 ) Basic and diluted net loss per share attributable to common shareholders $ (0.21 ) $ (0.22 ) $ (0.21 ) $ (0.30 ) Three Months Ended 2017 March 31 June 30 September 30 December 31 Revenue $ — $ 53,278 $ — $ — Operating loss (2,049,098 ) (2,087,074 ) (2,439,230 ) (2,655,756 ) Net loss (2,055,743 ) (2,093,436 ) (2,446,219 ) (2,663,249 ) Basic and diluted net loss per share attributable to common shareholders $ (0.24 ) $ (0.24 ) $ (0.28 ) $ (0.30 ) |
Nature of business and organi_3
Nature of business and organization (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Stockholders' Equity Attributable to Parent | $ 128,723,452 | $ 118,914,567 | $ 108,532,508 |
Summary of significant accoun_3
Summary of significant accounting policies (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Building | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 years |
Building | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 25 years |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 7 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 10 years |
Office furniture and equipment | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 3 years |
Patents | |
Property, Plant and Equipment [Line Items] | |
Patents, useful life | 20 years |
Basis of presentation (Details)
Basis of presentation (Details) - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||
Cash balance | $ 6,412,921 | $ 2,990,196 | $ 1,030,671 | $ 492,861 | $ 3,324,609 | $ 1,313,421 | |
Right of use asset | 413,235 | $ 512,000 | $ 0 | ||||
Lease liability | $ 430,054 | $ 532,439 | |||||
Weighted average discount rate of remaining lease payments | 8.00% |
Risks and uncertainties (Detail
Risks and uncertainties (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 |
A/F Protein, Inc. | ||
Concentration Risk [Line Items] | ||
Shares of common stock included in other assets (in shares) | 216,281 | |
Ownership percent, less than | 1.00% | |
Cost basis of shares of common stock of A/F Protein | $ 21,628 | |
Canada | Cash | Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Cash in Canadian bank accounts | $ 242,324 | $ 230,677 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory [Line Items] | |||
Total inventory | $ 477,077 | $ 76,109 | $ 172,363 |
Feed | |||
Inventory [Line Items] | |||
Total inventory | 120,639 | 24,288 | 60,161 |
Eggs | |||
Inventory [Line Items] | |||
Total inventory | 65,325 | 0 | 73,967 |
Packaging | |||
Inventory [Line Items] | |||
Total inventory | 0 | 8,913 | 0 |
Fish in process | |||
Inventory [Line Items] | |||
Total inventory | $ 291,113 | $ 42,908 | $ 38,235 |
Property, plant and equipment -
Property, plant and equipment - Schedule of Property, plant and equipment (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 28,002,689 | $ 25,973,037 | $ 23,359,940 |
Less accumulated depreciation and amortization | (3,221,984) | (2,256,269) | (1,556,964) |
Property, plant and equipment, net | 24,780,705 | 23,716,768 | 21,802,976 |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 713,703 | 704,567 | 676,083 |
Building and improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 13,119,001 | 9,244,737 | 9,187,160 |
Construction in process | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 2,010,705 | 6,091,265 | 5,119,961 |
Equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 11,930,465 | 9,713,030 | 8,211,510 |
Office furniture and equipment | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 201,194 | 192,606 | 136,091 |
Vehicles | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 27,621 | $ 26,832 | $ 29,135 |
Property, plant and equipment_2
Property, plant and equipment - Narrative (Details) - USD ($) | Jun. 22, 2017 | Jul. 31, 2016 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation | $ 829,684 | $ 171,242 | $ 140,649 | ||||
Payments to acquire property, plant, and equipment | $ 1,824,831 | $ 3,375,306 | 4,009,736 | 18,893,264 | $ 934,495 | ||
Gross property, plant, and equipment | 28,002,689 | 25,973,037 | 23,359,940 | ||||
Construction in process | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gross property, plant, and equipment | 2,010,705 | 6,091,265 | $ 5,119,961 | ||||
Atlantic Sea Smolt Plant | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payments to acquire property, plant, and equipment | $ 717,225 | ||||||
Rollo Bay farm site | Capital Addition Purchase Commitments | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Long-term Purchase Commitment, Amount | 374,000 | 785,000 | |||||
Rollo Bay farm site | Construction in process | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gross property, plant, and equipment | 1,700,000 | 5,700,000 | |||||
Rollo Bay farm site | Buildings and Improvements and Equipment | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gross property, plant, and equipment | $ 5,200,000 | ||||||
Bell Fish Company, LLC Aquaculture Facility | Capital Addition Purchase Commitments | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Long-term Purchase Commitment, Amount | 122,000 | ||||||
Bell Fish Company, LLC Aquaculture Facility | Construction in process | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Gross property, plant, and equipment | $ 2,600,000 | ||||||
Bell Fish Company, LLC Aquaculture Facility | Building | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Payments to acquire property, plant, and equipment | $ 14,200,000 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | |||
Accounts payable | $ 373,775 | $ 366,917 | $ 1,089,919 |
Accrued payroll including vacation | 279,607 | 223,481 | 364,368 |
Accrued professional fees and contract services | 289,885 | 185,992 | 443,178 |
Accrued taxes | 91,665 | 23,678 | 240,880 |
Accrued construction costs | 67,171 | 13,716 | 509,950 |
Accrued other | 518 | 11,116 | |
Accrued other | 31,539 | $ 18,560 | |
Accounts payable and accrued liabilities | $ 1,102,621 | $ 824,900 |
Debt - Conditions of Long Term
Debt - Conditions of Long Term Debt Outstanding (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Mar. 31, 2019 | Sep. 30, 2019CAD ($) | Dec. 31, 2018CAD ($) | Sep. 30, 2019USD ($) | Sep. 30, 2019CAD ($) | Mar. 07, 2019CAD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2017CAD ($) | |
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 4,546,608 | $ 3,591,434 | $ 3,084,214 | |||||||
less: current portion | (149,069) | (71,613) | (49,794) | |||||||
Long-term debt | 4,397,539 | $ 3,519,821 | 3,034,420 | |||||||
ACOA AIF grant (C$2,871,919) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 2,168,873 | |||||||||
ACOA term loan (C$337,000) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 566,128 | |||||||||
Kubota Canada Ltd (C$95,961) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 55,215 | |||||||||
PEI Finance term loan (C$2,717,093) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | $ 1,756,392 | |||||||||
Loans Payable | ACOA AIF grant (C$2,871,919) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 2,871,919 | $ 2,871,919 | $ 2,871,919 | |||||||
Interest rate | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
Total debt | $ 2,168,873 | $ 2,106,840 | 2,287,771 | |||||||
Loans Payable | Kubota Canada Ltd (C$95,961) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total debt | 61,178 | |||||||||
Secured Debt | ACOA term loan (C$337,000) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 337,000 | |||||||||
Interest rate | 0.00% | 0.00% | ||||||||
Monthly repayment | $ 3,120 | |||||||||
Total debt | $ 188,528 | 203,735 | ||||||||
Secured Debt | ACOA term loan (C$500,000) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Claim period | 9 years | |||||||||
Debt instrument, face amount | $ 500,000 | $ 500,000 | ||||||||
Interest rate | 0.00% | 0.00% | 0.00% | |||||||
Monthly repayment | 4,630 | |||||||||
Total debt | $ 377,600 | $ 0 | ||||||||
Secured Debt | ACOA term loan (C$337,000) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 337,000 | |||||||||
Interest rate | 0.00% | 0.00% | ||||||||
Monthly repayment | $ 3,120 | |||||||||
Total debt | $ 203,735 | 251,056 | ||||||||
Secured Debt | Kubota Canada Ltd (C$95,961) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 95,961 | $ 95,961 | ||||||||
Interest rate | 0.00% | 0.00% | 0.00% | 0.00% | ||||||
Monthly repayment | 1,142 | 1,142 | ||||||||
Total debt | $ 55,215 | $ 61,178 | 0 | |||||||
Secured Debt | PEI Finance term loan (C$2,717,093) | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | $ 2,717,093 | $ 717,093 | ||||||||
Interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||||
Monthly repayment | $ 16,313 | $ 4,333 | ||||||||
Total debt | $ 1,756,392 | $ 1,219,681 | $ 545,387 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Prepaid Expense and Other Assets, Current [Abstract] | |||
Prepaid insurance | $ 90,754 | $ 84,801 | |
Prepaid supplies | 19,422 | 33,132 | |
Prepaid professional services | 38,375 | 16,059 | |
Prepaid rent and lease deposits | 13,508 | 5,852 | |
Other current assets | 153,910 | 387,478 | |
Total prepaid expenses and other current assets | $ 391,561 | $ 315,969 | $ 527,322 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) | Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||
2019 | $ 29,164 | ||
2019 | $ 71,613 | ||
2020 | 160,395 | 79,557 | |
2021 | 163,651 | 81,269 | |
2022 | 167,035 | 83,052 | |
2023 | 1,568,152 | 1,091,805 | |
Thereafter | 2,458,211 | 2,184,138 | |
Total debt | 4,546,608 | 3,591,434 | $ 3,084,214 |
AIF | |||
Debt Instrument [Line Items] | |||
2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
Thereafter | 2,168,873 | ||
Total debt | 2,168,873 | ||
ACOA | |||
Debt Instrument [Line Items] | |||
2019 | 7,069 | ||
2020 | 70,234 | ||
2021 | 70,234 | ||
2022 | 70,234 | ||
2023 | 70,234 | ||
Thereafter | 278,123 | ||
Total debt | 566,128 | ||
Kubota Canada Ltd | |||
Debt Instrument [Line Items] | |||
2019 | 2,588 | ||
2020 | 10,353 | ||
2021 | 10,353 | ||
2022 | 10,353 | ||
2023 | 10,353 | ||
Thereafter | 11,215 | ||
Total debt | 55,215 | ||
FPEI | |||
Debt Instrument [Line Items] | |||
2019 | 19,507 | ||
2020 | 79,808 | ||
2021 | 83,064 | ||
2022 | 86,448 | ||
2023 | 1,487,565 | ||
Thereafter | 0 | ||
Total debt | 1,756,392 | ||
Loans Payable | AIF | |||
Debt Instrument [Line Items] | |||
2019 | 0 | ||
2020 | 0 | ||
2021 | 0 | ||
2022 | 0 | ||
2023 | 0 | ||
Thereafter | 2,106,840 | ||
Total debt | 2,168,873 | 2,106,840 | 2,287,771 |
Loans Payable | Kubota Canada Ltd | |||
Debt Instrument [Line Items] | |||
2019 | 10,057 | ||
2020 | 10,057 | ||
2021 | 10,057 | ||
2022 | 10,057 | ||
2023 | 10,057 | ||
Thereafter | 10,893 | ||
Total debt | 61,178 | ||
Secured Debt | ACOA | |||
Debt Instrument [Line Items] | |||
2019 | 27,466 | ||
2020 | 27,466 | ||
2021 | 27,466 | ||
2022 | 27,466 | ||
2023 | 27,466 | ||
Thereafter | 66,405 | ||
Total debt | 203,735 | 251,056 | |
Secured Debt | Kubota Canada Ltd | |||
Debt Instrument [Line Items] | |||
Total debt | 55,215 | 61,178 | 0 |
Secured Debt | FPEI | |||
Debt Instrument [Line Items] | |||
2019 | 34,090 | ||
2020 | 42,034 | ||
2021 | 43,746 | ||
2022 | 45,529 | ||
2023 | 1,054,282 | ||
Thereafter | 0 | ||
Total debt | $ 1,756,392 | $ 1,219,681 | $ 545,387 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||
Mar. 31, 2019 | Nov. 30, 2018 | Jan. 31, 2009 | Sep. 30, 2019USD ($) | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2019CAD ($) | May 17, 2019USD ($) | May 17, 2019CAD ($) | Mar. 07, 2019CAD ($) | Dec. 31, 2018CAD ($) | Nov. 13, 2018USD ($) | Nov. 13, 2018CAD ($) | Oct. 16, 2018USD ($) | Oct. 16, 2018CAD ($) | Dec. 31, 2017CAD ($) | |
Debt Instrument [Line Items] | ||||||||||||||||||
Interest expense | $ 44,415 | $ 15,782 | $ 22,185 | $ 21,520 | $ 402,554 | |||||||||||||
Loans Payable | AIF | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Royalty percentage | 10.00% | |||||||||||||||||
Debt instrument, face amount | $ 2,871,919 | $ 2,871,919 | $ 2,871,919 | |||||||||||||||
Interest rate | 0.00% | 0.00% | 0.00% | 0.00% | ||||||||||||||
Secured Debt | ACOA Term Loan November 2018 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 367,000 | $ 500,000 | ||||||||||||||||
Claim period | 9 years | |||||||||||||||||
Interest rate | 0.00% | 0.00% | ||||||||||||||||
Secured Debt | ACOA | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 337,000 | |||||||||||||||||
Interest rate | 0.00% | 0.00% | ||||||||||||||||
Secured Debt | ACOA term loan (C$500,000) | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 500,000 | $ 500,000 | ||||||||||||||||
Claim period | 9 years | |||||||||||||||||
Interest rate | 0.00% | 0.00% | 0.00% | |||||||||||||||
Secured Debt | FPEI | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 2,717,093 | $ 717,093 | ||||||||||||||||
Interest rate | 4.00% | 4.00% | 4.00% | 4.00% | ||||||||||||||
Secured Debt | PEI Finance Term Loan October 2018 | ||||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||||
Debt instrument, face amount | $ 1,500,000 | $ 2,000,000 | ||||||||||||||||
Interest rate | 4.00% | 4.00% | ||||||||||||||||
Funds drawn on loan | $ 230,000 | $ 734,000 | $ 300,000 | $ 535,000 | $ 700,000 | $ 1,000,000 | $ 734,000 | $ 1,000,000 |
Leases - Additional Information
Leases - Additional Information (Details) | 9 Months Ended |
Sep. 30, 2019USD ($) | |
Additional Information [Abstract] | |
Lease expense | $ 102,385 |
Weighted average remaining lease term, all operating leases | 22 years 9 months 18 days |
Lease payments | $ 121,788 |
Leases - Obligations (Details)
Leases - Obligations (Details) - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||
Remaining Years | 22 years 9 months 18 days | ||
Remaining Payments | $ 944,888 | $ 1,066,676 | |
Lease liability | 430,054 | 532,439 | |
Less: remaining payments, current portion | (84,453) | (142,780) | $ (122,858) |
Less: lease liability, current portion | (61,315) | (117,345) | |
Remaining payments, long-term leases | 860,435 | 923,896 | |
Lease liability, long-term leases | $ 368,739 | 415,094 | |
Maynard Office Lease | |||
Lessee, Lease, Description [Line Items] | |||
Remaining Years | 3 years 6 months | ||
Remaining Payments | $ 231,568 | 278,414 | |
Lease liability | $ 198,758 | 234,685 | |
Panama Farm Lease | |||
Lessee, Lease, Description [Line Items] | |||
Remaining Years | 0 days | ||
Remaining Payments | $ 0 | 60,000 | |
Lease liability | $ 0 | 59,013 | |
Indiana auto lease | |||
Lessee, Lease, Description [Line Items] | |||
Remaining Years | 1 year 5 months 1 day | ||
Remaining Payments | $ 7,210 | 10,842 | |
Lease liability | $ 6,656 | 9,897 | |
Less: remaining payments, current portion | (5,000) | ||
Indiana well lease | |||
Lessee, Lease, Description [Line Items] | |||
Remaining Years | 29 years 3 months 7 days | ||
Remaining Payments | $ 706,110 | 717,420 | |
Lease liability | $ 224,640 | $ 228,844 | |
Less: remaining payments, current portion | $ (15,000) |
Leases - Remaining Lease Paymen
Leases - Remaining Lease Payments (Details) - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Lessee, Lease, Description [Line Items] | |||
2019 | $ 20,992 | ||
2020 | 85,011 | $ 64,637 | |
2021 | 83,571 | ||
2022 | 84,080 | ||
2023 | 33,874 | ||
Thereafter | 637,360 | ||
Total Lease Payments | 944,888 | $ 1,066,676 | |
Office | |||
Lessee, Lease, Description [Line Items] | |||
2019 | 16,011 | ||
2020 | 64,637 | ||
2021 | 66,416 | ||
2022 | 67,602 | ||
2023 | 16,902 | ||
Thereafter | 0 | ||
Total Lease Payments | 231,568 | ||
Auto | |||
Lessee, Lease, Description [Line Items] | |||
2019 | 1,211 | ||
2020 | 4,842 | ||
2021 | 1,157 | ||
2022 | 0 | ||
2023 | 0 | ||
Thereafter | 0 | ||
Total Lease Payments | 7,210 | ||
Well | |||
Lessee, Lease, Description [Line Items] | |||
2019 | 3,770 | ||
2020 | 15,532 | ||
2021 | 15,998 | ||
2022 | 16,478 | ||
2023 | 16,972 | ||
Thereafter | 637,360 | ||
Total Lease Payments | $ 706,110 |
Stockholders' equity - Addtiona
Stockholders' equity - Addtional Information (Details) | Jan. 05, 2017 | Jun. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Sep. 30, 2019USD ($)$ / sharesshares | Sep. 30, 2018USD ($) | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)$ / sharesshares |
Stockholders' Equity | |||||||||
Common stock, shares authorized (in shares) | shares | 50,000,000 | 50,000,000 | 200,000,000 | ||||||
Issued and outstanding shares of preferred stock (in shares) | shares | 0 | 0 | |||||||
Issued and outstanding shares of common stock (in shares) | shares | 15,000,000 | 9,000,000 | |||||||
Stockholders' equity note, stock split, conversion ratio | 0.0333 | ||||||||
Common Stock | |||||||||
Common stock, voting rights, number of votes per share | 1 | ||||||||
Share-based Compensation | |||||||||
Nonvested Share-based Compensation | $ 111,243 | ||||||||
Share-based compensation expense | $ 263,396 | $ 122,134 | $ 218,294 | ||||||
Weighted average fair value of stock options granted (in dollars per share) | $ / shares | $ 2.21 | $ 2.50 | $ 4.55 | $ 4.46 | |||||
Share-based compensation, intrinsic value of options granted | $ 43,420 | $ 6,338 | |||||||
Intrinsic value of options outstanding | $ 80,305 | $ 0 | 17,454 | 602,773 | |||||
Intrinsic value of options exercisable | 41,492 | 0 | 17,454 | 597,872 | |||||
Share-based compensation | 653,452 | $ 191,682 | $ 263,396 | $ 122,134 | $ 218,294 | ||||
Original Number of Shares Authorized | |||||||||
Stockholders' Equity | |||||||||
Authorized shares of common and preferred stock (in shares) | shares | 240,000,000 | ||||||||
Current Number of Shares Authorized | |||||||||
Stockholders' Equity | |||||||||
Authorized shares of common and preferred stock (in shares) | shares | 55,000,000 | ||||||||
Authorized shares of preferred stock (in shares) | shares | 5,000,000 | ||||||||
Common stock, shares authorized (in shares) | shares | 50,000,000 | ||||||||
Employee Stock Option | |||||||||
Common Stock | |||||||||
Shares of common stock for the exercise of options | shares | 339,964 | ||||||||
Exercisable (in shares) | shares | 1,745,868 | ||||||||
Share-based Compensation | |||||||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | |||
Nonvested Share-based Compensation | $ 229,807 | ||||||||
Share-based compensation expense | $ 236,098 | $ 95,734 | $ 200,224 | ||||||
Period of recognition | 9 months 18 days | 1 year 2 months 12 days | |||||||
Stock options, exercisable term (in years) | 10 years | 10 years | |||||||
Share-based compensation | $ 374,426 | 171,261 | |||||||
2016 Equity Incentive Plan | |||||||||
Share-based Compensation | |||||||||
Share-based compensation, shares available for grant | shares | 450,000 | ||||||||
Restricted Stock | |||||||||
Share-based Compensation | |||||||||
Share-based compensation expense | 279,026 | $ 20,421 | |||||||
Future expected expense related to restricted stock awards | $ 128,307 | $ 31,015 | |||||||
Period of recognition | 2 years 6 months | 2 years 2 months 12 days | |||||||
Board of Directors Chairman | Restricted Stock | |||||||||
Share-based Compensation | |||||||||
Share-based compensation expense | $ 27,298 | $ 26,400 | $ 18,070 | ||||||
Minimum | Employee Stock Option | |||||||||
Share-based Compensation | |||||||||
Stock options, vesting period (in years) | 1 year | 1 year | |||||||
Maximum | Employee Stock Option | |||||||||
Share-based Compensation | |||||||||
Stock options, vesting period (in years) | 3 years | 3 years | |||||||
2016 Equity Incentive Plan | |||||||||
Share-based Compensation | |||||||||
Share-based compensation, shares available for grant | shares | 268,138 | 397,500 | 450,000 |
Stockholders' equity - Recent S
Stockholders' equity - Recent Stock Issuances (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Apr. 30, 2019 | Mar. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 30, 2019 | Mar. 31, 2019 | Mar. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2019 | Oct. 24, 2018 | |
New Common Shares Issued (value) | $ 5,785,693 | $ 6,609,655 | $ 10,616,048 | $ 10,616,046 | $ 24,989,257 | ||||||||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||
Common Stock | |||||||||||||
New Common Shares Issued (value) | $ 2,901 | $ 3,345 | $ 3,692 | $ 3,692 | $ 2,421 | ||||||||
Issued (in shares) | 2,901,078 | 3,345,282 | 3,692,307 | 3,692,307 | 2,421,073 | ||||||||
March 2019 Public Offering | |||||||||||||
Proceeds from common shares offering | $ 6,600,000 | ||||||||||||
April 2019 Public Offering | |||||||||||||
Proceeds from common shares offering | $ 5,200,000 | ||||||||||||
January 2018 Public Offering | |||||||||||||
Proceeds from common shares offering | $ 10,600,000 | ||||||||||||
January 2018 Public Offering | Majority Shareholder | |||||||||||||
Proceeds from common shares offering | $ 5,000,000 | ||||||||||||
October 2018 Common Share Offering | |||||||||||||
Proceeds from common shares offering | $ 4,300,000 | ||||||||||||
Common stock, par value (in dollars per share) | $ 2 | ||||||||||||
January 2017 Equity Subscription | Common Stock | Intrexon [Member] | |||||||||||||
New Common Shares Issued (value) | $ 25,000,000 | ||||||||||||
Issued (in shares) | 2,421,073 | ||||||||||||
Shares issued, price per share | $ 10.326 | ||||||||||||
Overallotment exercise | |||||||||||||
Proceeds from common shares offering | $ 696,000 | ||||||||||||
Common Stock | |||||||||||||
Issued (in shares) | 249,824 | ||||||||||||
Common Stock | March 2019 Public Offering | |||||||||||||
Issued (in shares) | 3,345,282 | ||||||||||||
Common Stock | April 2019 Public Offering | |||||||||||||
Issued (in shares) | 2,554,590 | ||||||||||||
Common Stock | January 2018 Public Offering | |||||||||||||
Issued (in shares) | 3,692,307 | ||||||||||||
Common Stock | January 2018 Public Offering | Majority Shareholder | |||||||||||||
Issued (in shares) | 1,538,461 | ||||||||||||
Common Stock | October 2018 Common Share Offering | |||||||||||||
Issued (in shares) | 2,250,461 | ||||||||||||
Common Stock | Overallotment exercise | |||||||||||||
Issued (in shares) | 346,488 | ||||||||||||
Warrant | |||||||||||||
Issued (in shares) | 4,246,153 | ||||||||||||
Proceeds from warrant exercised | $ 272,000 | ||||||||||||
Warrant | January 2018 Public Offering | |||||||||||||
Issued (in shares) | 4,246,153 | 4,246,153 | |||||||||||
Warrant | January 2018 Public Offering | Majority Shareholder | |||||||||||||
Issued (in shares) | 1,538,461 | ||||||||||||
Majority Shareholder | |||||||||||||
Proceeds from common shares offering | $ 800,000 | ||||||||||||
Majority Shareholder | October 2018 Common Share Offering | |||||||||||||
Proceeds from common shares offering | $ 3,100,000 | ||||||||||||
Majority Shareholder | Common Stock | October 2018 Common Share Offering | |||||||||||||
Issued (in shares) | 1,538,461 |
Stockholders' equity - Warrants
Stockholders' equity - Warrants (Details) - Warrant - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jan. 31, 2018 | Jun. 30, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Number of options | ||||
Outstanding, beginning balance (in shares) | 0 | 1,745,868 | 1,745,868 | 0 |
Issued (in shares) | 4,246,153 | |||
Exercised (in shares) | (83,564) | (2,500,285) | ||
Outstanding, ending balance (in shares) | 1,662,304 | 1,745,868 | ||
Exercisable (in shares) | 1,662,304 | 1,745,868 | ||
Weighted average exercise price | ||||
Outstanding, beginning balance (in dollars per share) | $ 0 | $ 3.25 | $ 3.25 | $ 0 |
Issued (in dollars per share) | 3.25 | |||
Exercised (in dollars per share) | 3.25 | 2.12 | ||
Outstanding, ending balance (in dollars per share) | 3.25 | 3.25 | ||
Exercisable (in dollars per share) | 3.25 | $ 3.25 | ||
Proceeds from warrant exercised | $ 272 | |||
January 2018 Public Offering | ||||
Number of options | ||||
Issued (in shares) | 4,246,153 | 4,246,153 | ||
Exercised (in shares) | (249,824) | |||
Weighted average exercise price | ||||
Outstanding, beginning balance (in dollars per share) | $ 3.25 | 3.25 | ||
Outstanding, ending balance (in dollars per share) | $ 3.25 | |||
January 2018 Public Offering, Discounted Warrants | January 2018 Public Offering | ||||
Number of options | ||||
Issued (in shares) | 2,250,461 | |||
Weighted average exercise price | ||||
Outstanding, beginning balance (in dollars per share) | $ 2 | $ 2 | ||
Outstanding, ending balance (in dollars per share) | $ 2 | |||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 1,800 |
Stockholders' equity - Restrict
Stockholders' equity - Restricted stock activity (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Weighted average grant date fair value | |||||
Expense related to restricted stock awards | $ 263,396 | $ 122,134 | $ 218,294 | ||
Restricted Stock | |||||
Shares | |||||
Beginning balance (in shares) | 8,867 | 2,697 | 2,697 | ||
Granted (in shares) | 176,561 | 11,151 | |||
Vested (in shares) | (127,133) | (4,981) | |||
Ending balance (in shares) | 58,295 | 8,867 | 2,697 | ||
Weighted average grant date fair value | |||||
Beginning balance (in dollars per share) | $ 3.51 | $ 11.37 | $ 11.37 | ||
Granted (in dollars per share) | 2.13 | 2.50 | |||
Vested (in dollars per share) | 2.19 | 5.50 | |||
Ending balance (in dollars per share) | $ 2.21 | $ 3.51 | $ 11.37 | ||
Expense related to restricted stock awards | $ 279,026 | $ 20,421 | |||
Future expected expense related to restricted stock awards | $ 128,307 | $ 31,015 | |||
Period of recognition | 2 years 6 months | 2 years 2 months 12 days |
Stockholders' equity - Stock Op
Stockholders' equity - Stock Option Activity (Details) - $ / shares | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Number of options | |||
Outstanding, beginning balance (in shares) | 339,964 | 227,203 | |
Issued (in shares) | 113,561 | ||
Expired (in shares) | (800) | ||
Outstanding, ending balance (in shares) | 339,964 | 227,203 | |
Exercisable (in shares) | 303,986 | ||
Weighted average exercise price | |||
Outstanding, beginning balance (in dollars per share) | $ 7.09 | $ 9.39 | |
Issued (in dollars per share) | 2.50 | ||
Expired (in dollars per share) | 9.90 | ||
Outstanding, ending balance (in dollars per share) | 7.09 | $ 9.39 | |
Exercisable (in dollars per share) | $ 6.94 | ||
Employee Stock Option | |||
Number of options | |||
Outstanding, beginning balance (in shares) | 339,964 | ||
Issued (in shares) | 278,500 | ||
Expired (in shares) | (79,539) | ||
Outstanding, ending balance (in shares) | 538,925 | 339,964 | |
Exercisable (in shares) | 401,847 | ||
Weighted average exercise price | |||
Outstanding, beginning balance (in dollars per share) | $ 7.09 | ||
Issued (in dollars per share) | 2.21 | ||
Expired (in dollars per share) | 3.41 | ||
Outstanding, ending balance (in dollars per share) | 5.11 | $ 7.09 | |
Exercisable (in dollars per share) | $ 5.99 | ||
Stock options, exercisable term (in years) | 10 years | 10 years | |
Employee Stock Option | Minimum | |||
Weighted average exercise price | |||
Stock options, vesting period (in years) | 1 year | 1 year | |
Employee Stock Option | Maximum | |||
Weighted average exercise price | |||
Stock options, vesting period (in years) | 3 years | 3 years |
Stockholders' equity - Summary
Stockholders' equity - Summary of Options Outstanding and Exercisable (Details) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2019 | Dec. 31, 2018 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of options outstanding (in shares) | 538,925 | 339,964 |
Number of options exercisable (in shares) | 401,847 | 303,986 |
Weighted average exercise price of outstanding and exercisable options (in dollars per share) | $ 5.99 | |
Weighted average price of outstanding options (in dollars per share) | $ 6.94 | |
$14.20 - $23.40 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of options outstanding (in shares) | 78,421 | 78,755 |
Weighted average remaining estimated life (in years) | 6 years 6 months | 7 years 2 months 12 days |
Number of options exercisable (in shares) | 74,886 | 60,826 |
$14.20 - $23.40 | Minimum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 14.20 | $ 14.20 |
$14.20 - $23.40 | Maximum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 23.40 | $ 23.40 |
$10.50 - $10.80 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of options outstanding (in shares) | 4,000 | 4,000 |
Weighted average remaining estimated life (in years) | 4 years 4 months 24 days | 5 years 1 month 6 days |
Number of options exercisable (in shares) | 4,000 | 4,000 |
$10.50 - $10.80 | Minimum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 10.50 | $ 10.50 |
$10.50 - $10.80 | Maximum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 10.80 | $ 10.80 |
$6.90 - $9.60 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of options outstanding (in shares) | 52,841 | 53,175 |
Weighted average remaining estimated life (in years) | 3 years | 3 years 8 months 12 days |
Number of options exercisable (in shares) | 52,841 | 53,175 |
$6.90 - $9.60 | Minimum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 6.90 | $ 6.90 |
$6.90 - $9.60 | Maximum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 9.60 | $ 9.60 |
$2.50 - $5.70 | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of options outstanding (in shares) | 403,663 | 204,034 |
Weighted average remaining estimated life (in years) | 9 years 1 month 6 days | 5 years 7 months 6 days |
Number of options exercisable (in shares) | 270,120 | 185,985 |
$2.50 - $5.70 | Minimum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 2.50 | $ 2.50 |
$2.50 - $5.70 | Maximum | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Weighted average price of outstanding options (in dollars per share) | $ 5.70 | $ 5.70 |
Stockholders' equity - Weighted
Stockholders' equity - Weighted Average Assumptions (Details) - Employee Stock Option | 1 Months Ended | 12 Months Ended | ||||
Jun. 30, 2019 | Apr. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected volatility | 96.00% | 94.00% | 89.00% | 81.00% | 78.00% | 53.00% |
Risk free interest rate | 1.85% | 2.28% | 2.53% | 2.60% | 1.80% | 1.31% |
Expected dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 5 years | 5 years | 5 years | 5 years | 5 years | 5 years |
Stockholders' equity - Share-ba
Stockholders' equity - Share-based compensation expense (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Jun. 30, 2019 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | $ 653,452 | $ 191,682 | $ 263,396 | $ 122,134 | $ 218,294 | ||
Chief Executive Officer | Accelerated share-based compensation summary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | $ 134,258 | ||||||
Number of options | 153,940 | ||||||
Expected volatility | 97.00% | ||||||
Expected dividend yield | 0.00% | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Grant Date 1/11/2011 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options | 16,667 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Grant Date 1/20/2014 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options | 6,667 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Grant Date 2/27/2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options | 60,606 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Grant Date 4/21/2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options | 20,000 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Grant Date 4/30/2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of options | 50,000 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Previously | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | $ 414,018 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Previously | Grant Date 1/11/2011 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 109,769 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Previously | Grant Date 1/20/2014 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 120,712 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Previously | Grant Date 2/27/2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 99,738 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Previously | Grant Date 4/21/2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 70,346 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Previously | Grant Date 4/30/2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 13,453 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Accelerated | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 87,783 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Accelerated | Grant Date 1/11/2011 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 0 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Accelerated | Grant Date 1/20/2014 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 0 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Accelerated | Grant Date 2/27/2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 0 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Accelerated | Grant Date 4/21/2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 20,736 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Accelerated | Grant Date 4/30/2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 67,047 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Incremental | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 46,475 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Incremental | Grant Date 1/11/2011 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 11,782 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Incremental | Grant Date 1/20/2014 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 7,621 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Incremental | Grant Date 2/27/2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 12,313 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Incremental | Grant Date 4/21/2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 13,485 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Incremental | Grant Date 4/30/2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 1,274 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Total | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 548,276 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Total | Grant Date 1/11/2011 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 121,551 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Total | Grant Date 1/20/2014 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 128,333 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Total | Grant Date 2/27/2018 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 112,051 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Total | Grant Date 4/21/2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | 104,567 | ||||||
Chief Executive Officer | Accelerated share-based compensation summary | Total | Grant Date 4/30/2019 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation | $ 81,774 | ||||||
Minimum | Chief Executive Officer | Accelerated share-based compensation summary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Risk free interest rate | 1.71% | ||||||
Expected life (in years) | 1 year 6 months | ||||||
Maximum | Chief Executive Officer | Accelerated share-based compensation summary | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Risk free interest rate | 1.92% | ||||||
Expected life (in years) | 5 years |
Stockholders' equity - Compensa
Stockholders' equity - Compensation Costs Recognized on Financial Statements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expense related to restricted stock awards | $ 263,396 | $ 122,134 | $ 218,294 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expense related to restricted stock awards | 3,238 | 3,168 | 2,115 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expense related to restricted stock awards | 0 | 9,315 | 65,517 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Expense related to restricted stock awards | $ 260,158 | $ 109,651 | $ 150,662 |
Income taxes - Components of Lo
Income taxes - Components of Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (9,702,869) | $ (6,526,706) | $ (5,950,862) |
Foreign | (679,190) | (2,731,941) | (2,519,799) |
Loss before income taxes | $ (10,382,059) | $ (9,258,647) | $ (8,470,661) |
Income taxes - Components of In
Income taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit | $ (2,180,233) | $ (3,147,940) | $ (2,880,025) |
State and provincial income tax, net of federal benefit | (534,789) | (678,438) | (604,354) |
Permanent differences | 53,795 | (2,923) | 234,247 |
US-Foreign rate differential | (13,955) | 371,551 | 359,729 |
Other, net | 1,182,900 | (98,947) | 73,220 |
Effect of tax reform | 0 | 3,687,844 | 0 |
Income tax expense, before valuation allowance | (1,492,282) | 131,147 | (2,817,183) |
Change in valuation allowance | 1,492,282 | (131,147) | 2,817,183 |
Total income tax | 0 | $ 0 | $ 0 |
State tax rate change | 400,000 | ||
Foreign currency changes | $ 600,000 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) $ in Millions | Dec. 31, 2018USD ($) |
Domestic Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Domestic operating loss carryforwards | $ 37.8 |
Foreign Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Foreign operating loss carryforwards | 14 |
Foreign Tax Authority | Research Tax Credit Carryforward | |
Tax Credit Carryforward [Line Items] | |
Foreign research and development tax credit carryforwards | $ 2.6 |
Income taxes - Components of De
Income taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 14,120,607 | $ 12,411,425 |
Foreign research and development tax credit carryforwards | 2,628,190 | 2,832,340 |
Property and equipment | 463,343 | 482,161 |
Other | 19,695 | 13,627 |
Total deferred tax assets | 17,231,835 | 15,739,553 |
Valuation allowance | (17,231,835) | (15,739,553) |
Net deferred tax assets | 0 | 0 |
Increases in valuation allowance | $ 1,500,000 | $ 131,147 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) | 12 Months Ended | |||||
Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2019USD ($) | Jan. 01, 2019USD ($) | Jul. 31, 2017USD ($)ft² | |
Operating Leased Assets [Line Items] | ||||||
Term of lease | 30 years | |||||
Future minimum lease payments | $ 338,414 | |||||
Renewal term | 20 years | |||||
Lease payment | $ 7,320 | |||||
Annual increase, percentage | 3.00% | |||||
Rent expense | 238,131 | $ 214,634 | $ 202,788 | |||
Commitments due in 2019 | 122,858 | $ 84,453 | $ 142,780 | |||
2020 | 64,637 | $ 85,011 | ||||
Office Space Located in Maynard, Massachusetts | ||||||
Operating Leased Assets [Line Items] | ||||||
Square feet of office space | ft² | 3,558 | |||||
Term of lease | 5 years 6 months | |||||
Future minimum lease payments | 278,000 | $ 332,824 | ||||
Commitments due in 2019 | 63,000 | |||||
Panama Farm Site | ||||||
Operating Leased Assets [Line Items] | ||||||
Future minimum lease payments | 60,000 | |||||
Commitments due in 2019 | $ 60,000 |
Commitments and contingencies
Commitments and contingencies - Summary of Significant Contractual Obligations and Commercial Commitments (Details) - USD ($) | Sep. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | Jul. 31, 2017 |
Operating Leased Assets [Line Items] | ||||
Total | $ 338,414 | |||
Less than 1 year | $ 84,453 | $ 142,780 | 122,858 | |
Thereafter | $ 637,360 | |||
Office Space Located in Maynard, Massachusetts | ||||
Operating Leased Assets [Line Items] | ||||
Total | 278,000 | $ 332,824 | ||
Less than 1 year | 63,000 | |||
1-3 years | 131,000 | |||
3-5 years | 84,000 | |||
Thereafter | 0 | |||
Panama Farm Site | ||||
Operating Leased Assets [Line Items] | ||||
Total | 60,000 | |||
Less than 1 year | 60,000 | |||
1-3 years | 0 | |||
3-5 years | 0 | |||
Thereafter | 0 | |||
Indiana auto lease | ||||
Operating Leased Assets [Line Items] | ||||
Total | 11,000 | |||
Less than 1 year | 5,000 | |||
1-3 years | 6,000 | |||
3-5 years | 0 | |||
Thereafter | 0 | |||
Indiana well lease | ||||
Operating Leased Assets [Line Items] | ||||
Total | 717,000 | |||
Less than 1 year | 15,000 | |||
1-3 years | 32,000 | |||
3-5 years | 33,000 | |||
Thereafter | 637,000 | |||
Significant Contractual Obligations and Commercial Commitments | ||||
Operating Leased Assets [Line Items] | ||||
Total | 1,066,000 | |||
Less than 1 year | 143,000 | |||
1-3 years | 169,000 | |||
3-5 years | 117,000 | |||
Thereafter | $ 637,000 |
Retirement plan (Details)
Retirement plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
United States | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to retirement plan | $ 43,866 | $ 31,308 | $ 33,422 |
Canada | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to retirement plan | $ 25,900 | $ 26,578 | $ 21,777 |
Related Party Collaboration A_2
Related Party Collaboration Agreement (Details) - Exclusive Channel Collaborations Agreement - Majority Shareholder - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2019 | Sep. 30, 2018 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Related Party Transaction [Line Items] | |||||||
Percentage of gross profits due quarterly to Intrexon | 16.66% | ||||||
Percentage of quarterly revenue from sublicensor due to Intrexon | 50.00% | ||||||
Service costs incurred | $ 217,833 | $ 562,039 | $ 912,182 | ||||
Amounts included in accounts payable and accrued liabilities | 800 | $ 135,301 | |||||
Research and development | |||||||
Related Party Transaction [Line Items] | |||||||
Service costs incurred | $ 2,816 | $ 54,154 | $ 18,550 | $ 190,195 | |||
Accounts Payable and Accrued Liabilities | |||||||
Related Party Transaction [Line Items] | |||||||
Amounts included in accounts payable and accrued liabilities | $ 1,000 | $ 1,000 | $ 800 |
Recently Issued Accounting St_2
Recently Issued Accounting Standards - Lease Accounting Standards (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Lease Accounting Standards [Abstract] | |
Approximate value of leases | $ 532 |
Quarterly Financial Informati_3
Quarterly Financial Information (unaudited) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||
Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Sep. 30, 2019 | Sep. 30, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Data [Abstract] | ||||||||||||||||
Revenues | $ 0 | $ 6,585 | $ 10,938 | $ 47,898 | $ 19,097 | $ 0 | $ 0 | $ 53,278 | $ 0 | $ 140,371 | $ 77,933 | $ 84,518 | $ 53,278 | $ 0 | ||
Operating loss | (2,999,592) | (2,417,714) | (2,720,027) | (2,784,583) | (2,443,472) | (2,655,756) | (2,439,230) | (2,087,074) | (2,049,098) | (9,775,005) | (7,948,082) | (10,365,796) | (9,232,099) | (8,065,054) | ||
Net loss | $ 3,018,222 | $ 4,026,731 | $ 2,763,932 | 2,424,095 | 2,727,028 | 2,781,149 | 2,449,787 | $ 2,663,249 | $ 2,446,219 | $ 2,093,436 | $ 2,055,743 | $ 9,808,885 | $ 7,957,964 | $ 10,382,059 | $ 9,258,647 | $ 8,470,661 |
Dividends | $ (1,822,873) | $ 0 | $ 0 | $ 0 | ||||||||||||
Basic and diluted net loss per share (in dollars per share) | $ (0.14) | $ (0.30) | $ (0.21) | $ (0.22) | $ (0.21) | $ (0.30) | $ (0.28) | $ (0.24) | $ (0.24) | $ (0.50) | $ (0.64) | $ (0.94) | $ (1.06) | $ (1.60) |
Subsequent events (Details)
Subsequent events (Details) - Subsequent Event - CAD ($) $ in Thousands | Jan. 03, 2019 | Mar. 07, 2019 |
Chief Executive Officer | ||
Subsequent Event [Line Items] | ||
Award Vesting Period | 1 year | |
Restricted Common Shares Issued | 164,088 | |
Board of Directors Chairman | ||
Subsequent Event [Line Items] | ||
Award Vesting Period | 3 years | |
Restricted Common Shares Issued | 12,473 | |
Secured Debt | ACOA Term Loan November 2018 | ||
Subsequent Event [Line Items] | ||
Debt funding from ACOA | $ 500 |