Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2019 | Mar. 09, 2020 | Jun. 30, 2019 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Aquabounty Technologies, Inc. | ||
Entity Central Index Key | 0001603978 | ||
Document Period End Date | Dec. 31, 2019 | ||
Document Type | 10-K | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Emerging Growth Company | true | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Ex Transition Period | false | ||
Entity Public Float | $ 32.1 | ||
Entity Common Stock, Shares Outstanding | 31,985,365 | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 2,798,744 | $ 3,002,557 |
Other receivables | 55,198 | 115,982 |
Inventory | 1,232,049 | 76,109 |
Prepaid expenses and other current assets | 391,162 | 315,969 |
Total current assets | 4,477,153 | 3,510,617 |
Property, plant and equipment, net | 25,065,836 | 23,716,768 |
Right of use assets, net | 399,477 | 0 |
Definite-lived intangible assets, net | 157,588 | 171,292 |
Indefinite-lived intangible assets | 101,661 | 191,800 |
Other assets | 32,024 | 80,583 |
Total assets | 30,233,739 | 27,671,060 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 1,462,809 | 824,900 |
Other current liabilities | 62,286 | 20,423 |
Current debt | 163,155 | 71,613 |
Total current liabilities | 1,688,250 | 916,936 |
Long-term lease obligation | 352,808 | 0 |
Long-term debt | 4,432,052 | 3,519,821 |
Total liabilities | 6,473,110 | 4,436,757 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value, 50,000,000 shares authorized; 21,635,365, (2018: 15,098,837) shares outstanding | 21,635 | 15,099 |
Additional paid-in capital | 156,241,363 | 142,707,957 |
Accumulated other comprehensive loss | (360,160) | (574,186) |
Accumulated deficit | (132,142,209) | (118,914,567) |
Total stockholders’ equity | 23,760,629 | 23,234,303 |
Total liabilities and stockholders’ equity | $ 30,233,739 | $ 27,671,060 |
Consolidated Balance Sheets Par
Consolidated Balance Sheets Parenthetical - $ / shares | Dec. 31, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 200,000,000 |
Common stock, shares outstanding (in shares) | 21,635,365 | 15,098,837 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Revenues | |||
Product Revenues | $ 186,738 | $ 84,518 | $ 53,278 |
Costs and expenses | |||
Production costs | 3,573,858 | 2,626,353 | 1,193,566 |
Sales and marketing | 709,023 | 297,687 | 799,009 |
Research and development | 2,359,441 | 3,458,564 | 3,371,767 |
General and administrative | 6,723,060 | 4,067,710 | 3,921,035 |
Total costs and expenses | 13,365,382 | 10,450,314 | 9,285,377 |
Operating loss | (13,178,644) | (10,365,796) | (9,232,099) |
Other income (expense) | |||
Interest expense | (62,988) | (22,257) | (21,537) |
Other income (expense), net | 13,990 | 5,994 | (5,011) |
Total other income (expense) | (48,998) | (16,263) | (26,548) |
Net loss | (13,227,642) | (10,382,059) | (9,258,647) |
Other comprehensive income (loss): | |||
Foreign currency translation gain (loss) | 214,026 | (360,302) | 72,388 |
Total other comprehensive income (loss) | 214,026 | (360,302) | 72,388 |
Comprehensive loss | (13,013,616) | (10,742,361) | (9,186,259) |
Earnings per share | |||
Net loss | (13,227,642) | (10,382,059) | (9,258,647) |
Deemed dividend | 0 | (1,822,873) | 0 |
Net loss available to common shareholders | $ (13,227,642) | $ (12,204,932) | $ (9,258,647) |
Basic and diluted net loss per share attributable to common shareholders (in dollars per share) | $ (0.66) | $ (0.94) | $ (1.06) |
Weighted average number of common shares -basic and diluted (in shares) | 20,078,017 | 13,028,760 | 8,772,494 |
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, 2016 | 6,463,936 | ||||
Beginning 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 options for common stock (in shares) | 8,334 | ||||
Exercise of options for common stock | 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 | (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 (in shares) | 2,500,285 | ||||
Exercise of warrants for common stock, net of expenses | 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) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (13,227,642) | (13,227,642) | |||
Other comprehensive income (loss) | 214,026 | 214,026 | |||
Issuance of common stock, net of expenses (in shares) | 6,246,360 | ||||
Issuance of common stock, net of expenses | $ 12,395,348 | $ 6,246 | 12,389,102 | ||
Exercise of warrants for common stock, net of expenses (in shares) | 83,564 | 83,564 | |||
Exercise of warrants for common stock, net of expenses | $ 272,417 | $ 84 | 272,333 | ||
Share based compensation (in shares) | 206,604 | ||||
Share based compensation | 872,177 | $ 206 | 871,971 | ||
Ending balance (in shares) at Dec. 31, 2019 | 21,635,365 | ||||
Ending balance at Dec. 31, 2019 | $ 23,760,629 | $ 21,635 | $ 156,241,363 | $ (360,160) | $ (132,142,209) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Operating activities | |||
Net loss | $ (13,227,642) | $ (10,382,059) | $ (9,258,647) |
Adjustment to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 1,285,902 | 843,387 | 184,946 |
Share-based compensation | 872,177 | 263,396 | 122,134 |
Gain on disposal of equipment | (12,133) | (13,233) | (941) |
Loss on asset held for sale | 149,800 | 0 | 0 |
Impairment loss | 103,116 | 0 | 0 |
Other non-cash charges | 0 | (1,364) | 0 |
Changes in operating assets and liabilities: | |||
Other receivables | 65,002 | 56,212 | (11,440) |
Inventory | (1,154,222) | 93,956 | (169,991) |
Prepaid expenses and other assets | 59,942 | 289,868 | (592,602) |
Accounts payable, accrued liabilities and other liabilities | 609,311 | (966,928) | 625,763 |
Net cash used in operating activities | (11,248,747) | (9,816,765) | (9,100,778) |
Investing activities | |||
Purchase of property, plant and equipment | (2,316,809) | (4,009,736) | (18,893,264) |
Deposits on equipment purchases | (160,675) | (95,001) | (153,663) |
Proceeds from sale of equipment | 15,848 | 23,233 | 941 |
Net cash used in investing activities | (2,461,636) | (4,081,504) | (19,045,986) |
Financing activities | |||
Proceeds from issuance of debt | 900,767 | 771,858 | 256,807 |
Repayment of term debt | (85,802) | (55,615) | (35,812) |
Proceeds from the issuance of common stock and warrants, net | 12,395,348 | 10,616,046 | 24,989,257 |
Proceeds from exercise of stock options and warrants, net | 272,417 | 5,116,533 | 27,502 |
Net cash provided by financing activities | 13,482,730 | 16,448,822 | 25,237,754 |
Effect of exchange rate changes on cash and cash equivalents | 23,840 | (54,279) | 80,018 |
Net change in cash and cash equivalents | (203,813) | 2,496,274 | (2,828,992) |
Cash and cash equivalents at beginning of period | 3,002,557 | 506,283 | 3,335,275 |
Cash and cash equivalents at the end of period | 2,798,744 | 3,002,557 | 506,283 |
Supplemental disclosure of cash flow information and non-cash transactions: | |||
Interest paid in cash | 62,988 | 22,257 | 21,537 |
Property and equipment included in accounts payable and accrued liabilities | 210,270 | 193,378 | 1,036,240 |
Acquisition of equipment under debt arrangement | $ 0 | $ 74,068 | $ 0 |
Nature of business and organiza
Nature of business and organization | 12 Months Ended |
Dec. 31, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and organization | 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) used 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. 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. 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. Certain balances in the 2018 and 2017 Financial Statements have been reclassified to conform with the presentation of the 2019 Financial Statements. Liquidity matters The Company has experienced net losses and negative cash flows from operations since its inception and has cumulative losses attributable to common stockholders of $132 million as of December 31, 2019 . At December 31, 2019, the Company’s cash balance totaled $2.8 million. Subsequent to year end, in February 2020, the Company completed a public offering of common shares resulting in net proceeds of $14.5 million (Note 16). Management has evaluated its cash resources in view of its planned spending for on-going operations, capital expenditures and working capital and believes that its cash resources will meet the Company’s cash requirements for at least the next twelve months from the filing date. Until such time, if ever, as the Company can generate positive operating cash flows, it may finance its cash needs through a combination of equity offerings, debt financings, government or other third-party funding, strategic alliances, and licensing arrangements. |
Summary of significant accounti
Summary of significant accounting policies | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of significant accounting policies | Summary of significant accounting policies Use of estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. Comprehensive loss The Company displays comprehensive loss and its components as part of its consolidated financial statements. Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments. Foreign currency translation The functional currency of the Parent is the US Dollar. The functional currency of the Canadian Subsidiary is the Canadian Dollar (C$), 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 and certificates of deposit. Inventories Inventories mainly comprise of feed, eggs, fish in process and packaging materials. Inventories are measured 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 and transportation. Fish in process inventory is a biological asset that is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. Asset held for sale Equipment classified as held for sale is measured at the lower of fair value, less selling costs, or its carrying value. Gains or losses are recognized for any subsequent changes to fair value, less selling costs. Equipment held for sale is not depreciated. In December 2019, the Company reclassified certain feed mill equipment at the Indiana farm, with a net book value of $248 thousand , as held for sale, a component of prepaid expenses and other current assets, and recorded a charge of $150 thousand to general and administrative expenses to reduce its value to fair value, less estimated selling costs. 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 5 - 20 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. During 2019, the Company recognized an impairment loss of $103 thousand , included in general and administrative expenses, and consisting of $90 thousand for one of its trademarks and a write-down of $13 thousand on the value of a long-term equity holding. Leases 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. The Company adopted Financial Accounting Standards Board's (FASB) Accounting Standards Update (ASU) 2016-02 Leases 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. 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. 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. In the event any arise, the Company classifies interest and penalties on uncertain tax positions as income tax expense. Generally, the Company is no longer subject to federal and state tax examinations by tax authorities for years before 2016. In 2016, the FASB issued amended guidance related to intra-entity transfers other than inventory. This guidance removes the current exception in GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. The amended guidance became effective for the Company on January 1, 2018. During 2019, the Company transferred certain IP rights from its Canadian subsidiary to the US. The tax effects of this intra-entity transfer are reflected within the components of deferred taxes with an adjustment to the valuation allowance. 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. |
Risks and uncertainties
Risks and uncertainties | 12 Months Ended |
Dec. 31, 2019 | |
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. 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 mitigated 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 $186 thousand at December 31, 2019 . 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. During 2019, the cost basis for these shares was reduced from $22 thousand to $9 thousand , which the Company believes to be the best estimate of market value. AFP and the Company have certain shareholders in common. |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Major classifications of inventory are summarized as follows for December 31, 2019 and 2018 : 2019 2018 Feed $ 251,778 24,288 Eggs 55,887 — Packaging — 8,913 Fish in process 924,384 42,908 Total inventory $ 1,232,049 $ 76,109 |
Property, plant and equipment
Property, plant and equipment | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment Major classifications of property, plant and equipment are summarized as follows for December 31, 2019 and 2018 : 2019 2018 Land $ 718,586 $ 704,567 Building and improvements 13,297,489 9,244,737 Construction in process 2,105,873 6,091,265 Equipment 12,275,619 9,713,030 Office furniture and equipment 201,813 192,606 Vehicles 28,097 26,832 Total property and equipment $ 28,627,477 $ 25,973,037 Less accumulated depreciation and amortization (3,561,641 ) (2,256,269 ) Property, plant and equipment, net $ 25,065,836 $ 23,716,768 Depreciation and amortization expense for 2019 on property, plant and equipment was $1.3 million ( 2018 : $830 thousand ; 2017 : $171 thousand ). During 2019, the Company’s grow-out facility at its Rollo Bay farm was placed in service, and 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. Included in construction in process at December 31, 2019, is $1.9 million for construction costs related to the farm site. An additional $257 thousand has been committed. In June 2017, the Company purchased an aquaculture farm in Indiana, for $14.2 million . Through December 31, 2019, the Company has invested an additional $3.2 million to upgrade the farm and has $227 thousand in construction in process and an additional $216 thousand committed. This farm is operational, although the Company expects that upgrades will continue through 2020. |
Prepaid expenses and other curr
Prepaid expenses and other current assets | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 : 2019 2018 Prepaid insurance $ 100,374 $ 90,754 Prepaid supplies 26,892 19,422 Prepaid professional services 97,513 38,375 Prepaid rent and lease deposits 25,581 13,508 Asset held for sale 98,000 — Other current assets 42,802 153,910 Total prepaid expenses and other current assets $ 391,162 $ 315,969 |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following at December 31, 2019 and 2018 : 2019 2018 Accounts payable $ 809,444 $ 366,917 Accrued payroll including vacation 236,489 223,481 Accrued professional fees and contract services 346,349 185,992 Accrued taxes 68,831 23,678 Accrued construction costs — 13,716 Accrued other 1,696 11,116 Accounts payable and accrued liabilities $ 1,462,809 $ 824,900 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt The current terms and conditions of long-term debt outstanding at December 31, 2019 and 2018 , are as follows: Interest Monthly Maturity 2019 2018 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,206,208 $ 2,106,840 ACOA term loan#1 (C$337,000) 0% C$3,120 June 2026 184,583 203,735 ACOA term loan#2 (C$500,000) 0% C$4,630 November 2028 384,100 — Kubota Canada Ltd (C$95,961) 0% C$1,142 Jan 2025 53,533 61,178 PEI Finance term loan (C$2,717,093) 4% C$4,333 July 2023 1,766,783 1,219,681 Total debt $ 4,595,207 $ 3,591,434 less: current portion (163,155 ) (71,613 ) Long-term debt $ 4,432,052 $ 3,519,821 Principal payments due on the long-term debt are as follows: Year AIF ACOA #1 ACOA #2 Kubota FPEI Total 2020 — 28,761 42,681 10,531 81,182 163,155 2021 — 28,761 42,681 10,531 84,494 166,467 2022 — 28,761 42,681 10,531 87,936 169,909 2023 — 28,761 42,681 10,531 1,513,171 1,595,144 2024 — 28,761 42,681 10,531 — 81,973 Thereafter 2,206,208 40,778 170,695 878 — 2,418,559 Total 2,206,208 184,583 384,100 53,533 1,766,783 4,595,207 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. In November 2018, the Canadian Subsidiary executed a second agreement with ACOA to partially finance the renovations to the Rollo Bay site. All available funding under the agreement was disbursed through March 2019, and no further amounts are available. The loan term is nine years with a zero percent interest rate. Repayments begin in January 2020. 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. In 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, 2019, C $1.7 million ( $1.3 million ) has been drawn down. The final C $300 thousand ( $230 thousand ) is anticipated to be drawn down during the first quarter of 2020, though repayment has commenced. 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 2019 of $62 thousand (2018: $22 thousand ; 2017: $22 thousand ) on its interest-bearing debt. |
Stockholders' equity
Stockholders' equity | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity The Company’s shareholders have authorized 55 million shares of stock, of which 5 million are authorized as preferred stock and 50 million as common stock. At December 31, 2019 , the Company had zero shares ( 2018 : zero ) of preferred stock and 21,635,365 shares (2017: 15,098,837 ) of common stock, issued and outstanding. 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. Recent issuances In January 2017, the Company closed an equity subscription of $25 million with Precigen 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. Precigen, the Company’s then 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. Precigen participated in the exercise, converting warrants for the issuance of 1,538,461 Common Shares, resulting in gross proceeds of $3.1 million . During 2018, the Company issued 249,824 Common Shares in conjunction with the exercise of warrants, with total proceeds of $0.8 million . During 2019, the Company issued 83,564 Common Shares in connection with the exercise of warrants, with total proceeds of $0.3 million . On March 21, 2019, we completed a public offering of 3,345,282 shares of our common stock for net proceeds of approximately $6.6 million . On April 5, 2019, we completed a public offering of 2,554,590 shares of our common stock for net proceeds of approximately $5.1 million . On April 17, 2019, we completed a public offering of 346,488 shares of our common stock for net proceeds of approximately $0.7 million . Subsequent to year end, on February 13, 2020, we completed a public offering of 10,350,000 shares of our common stock for net proceeds of approximately $14.5 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. During 2019, 83,564 warrants were exercised at $3.25 . The following table summarizes information about outstanding warrants at December 31, 2019: Number of warrant shares Weighted average exercise price Outstanding at December 31, 2018 1,745,868 $3.25 Issued — 0.00 Exercised (83,564 ) 3.25 Outstanding at December 31, 2019 1,662,304 $3.25 Exercisable at December 31, 2019 1,662,304 $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 2016 Plan was approved by the Company’s shareholders at its Annual Meeting on April 26, 2016 and the aggregate number of shares of common stock that were to be issued pursuant to awards granted under the 2016 Plan could not exceed 450,000 . At the April 30, 2019, Annual Meeting, an additional 450,000 shares of common stock that may be issued pursuant to awards granted under the 2016 Plan were authorized, for a total of 900,000 . 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, 2018 8,867 $ 3.51 Granted 206,604 2.16 Vested (175,571 ) 2.19 Unvested at December 31, 2019 39,900 $ 2.31 During 2019 , the Company expensed $385 thousand ( 2018 : $27 thousand ; 2017 : $26 thousand ) related to restricted stock awards. At December 31, 2019 , the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $92 thousand . 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 options Weighted average exercise price Outstanding at December 31, 2018 339,964 $ 7.09 Issued 313,500 2.23 Expired (79,539 ) 3.41 Outstanding at December 31, 2019 573,925 $ 4.94 Exercisable at December 31, 2019 467,357 $ 5.52 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 2019 was $1.62 ( 2018 : $2.5 ; 2017 : $4.55 ). There were no options exercised in 2019 and 2018. The total intrinsic value of options exercised in 2019 and 2018 was $0 ( 2017 : $43 thousand ). At December 31, 2019 , the total intrinsic value of all options outstanding was $1 thousand ( 2018 : $0 ; 2017 : $17 thousand ), the total intrinsic value of exercisable options was $0 ( 2018 : $0 ; 2017 $17 thousand ), and the total number of shares available for grant under the 2016 Plan was 198,034 ( 2018 : 268,138 ; 2017 : 397,500 ). The following table summarizes information about options outstanding and exercisable at December 31, 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 price of outstanding and exercisable options $2.11 - $5.70 438,663 9.0 333,465 $6.90 - $9.60 52,841 3.1 52,841 $10.50 - $10.80 4,000 4.6 4,000 $14.20 - $23.40 78,421 5.9 77,051 573,925 467,357 $5.52 The fair values of stock option grants to employees and members of the Board of Directors during 2019 , 2018 , and 2017 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: 2019 2018 2017 Expected volatility 89% - 100% 81% 78% Risk free interest rate 1.55% - 2.85% 2.60% 1.80% 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 $487 thousand in 2019 ( 2018 : $236 thousand ; 2017 : $96 thousand ). At December 31, 2019 , the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards is $179 thousand . The period over which the unearned share-based compensation is expected to be earned is 0.9 years. In June 2019, the Company recognized share based compensation of $134 thousand 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 in June 2019: 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 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, 2019 , 2018 , and 2017 : 2019 2018 2017 Research and development $ 3,127 $ 3,238 $ 3,168 Sales and marketing 12,578 — 9,315 General and administrative 856,472 260,158 109,651 Total share-based compensation $ 872,177 $ 263,396 $ 122,134 |
Income taxes
Income taxes | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes The components of loss before income taxes for the years ended December 31, 2019 , 2018 , and 2017 , are presented below: 2019 2018 2017 Domestic $ (12,950,725 ) $ (9,702,869 ) $ (6,526,706 ) Foreign (276,917 ) (679,190 ) (2,731,941 ) Loss before income taxes $ (13,227,642 ) $ (10,382,059 ) $ (9,258,647 ) Income taxes computed using the federal statutory income tax rate differs from the Company’s effective tax rate for the years ended December 31, 2019 , 2018 , and 2017 , primarily due to the following: 2019 2018 2017 Income tax benefit $ (2,777,805 ) $ (2,180,233 ) $ (3,147,940 ) State and provincial income tax, net of federal benefit 397,081 (534,789 ) (678,438 ) Permanent differences 219,549 53,795 (2,923 ) US-Foreign rate differential 38,776 (13,955 ) 371,551 Other, net 866,250 1,182,900 (98,947 ) Effect of tax reform — — 3,687,844 (1,256,149 ) (1,492,282 ) 131,147 Change in valuation allowance 1,256,149 1,492,282 (131,147 ) Total income tax $ — $ — $ — As of December 31, 2019 , the Company has domestic net operating loss carryforwards of approximately $39 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 research loss carryforwards totaling approximately $8.0 million and foreign research and development expense tax credits of approximately $2.6 million at December 31, 2019 , which expire at various times commencing in 2020. 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: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 12,251,892 $ 14,120,607 Foreign research and development tax credit carryforwards 2,564,679 2,628,190 Property and equipment 429,764 463,343 Intangibles 3,055,820 (75,269 ) Other 185,829 94,964 Total deferred tax assets $ 18,487,984 $ 17,231,835 Valuation allowance $ (18,487,984 ) $ (17,231,835 ) Net deferred tax assets $ — $ — |
Commitments and contingencies
Commitments and contingencies | 12 Months Ended |
Dec. 31, 2019 | |
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. The Company is subject to legal proceedings and claims arising in the normal course of business. Management believes that final disposition of any such matters existing at December 31, 2019, will not have a material adverse effect on the Company’s financial position or results of operations. 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 $333 thousand . 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 year term with auto-renewal for an additional twenty years. Semi-annual payments total $7 thousand with annual increases of 3% over the term. The Company leases office space in Brazil on a month-to-month basis. Lease expense for the year ended December 31, 2019, amounted to $140 thousand . The weighted average remaining lease term of the Company’s operating leases was 22.8 years as of December 31, 2019. Lease payments included in operating cash flows totaled $143 thousand for the year ended December 31, 2019. The table below summarizes the Company’s lease obligations and remaining payments at December 31, 2019: December 31, 2019 January 1, 2019 Lease Type End Date Remaining Years Remaining Payments Lease Liability Remaining Payments Lease Liability Maynard Office Lease Operating Mar 2023 3.3 $ 215,556 $ 186,323 $ 278,414 $ 234,685 Panama Farm Lease Operating Apr 2019 — — — 60,000 59,013 Indiana Auto Lease Operating Feb 2021 1.2 5,999 5,533 10,842 9,897 Indiana Well Lease Operating Dec 2048 29.0 702,341 223,238 717,420 228,844 Total leases $ 923,896 $ 415,094 $ 1,066,676 $ 532,439 Less: current portion (85,011 ) (62,286 ) (142,780 ) (117,345 ) Long-term leases $ 838,885 $ 352,808 $ 923,896 $ 415,094 The current portion of the lease liability is included as a component of other current liabilities in the consolidated balance sheets. Remaining payments under leases are as follows at December 31, 2019: Year Office Auto Well Amount 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 16,901 — 16,972 33,873 2024 — — 17,481 17,481 Thereafter — — 619,880 619,880 Total Lease Payments $ 215,556 $ 5,999 $ 702,341 $ 923,896 |
Retirement plan
Retirement plan | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 , amounted to $64 thousand ( 2018 : $44 thousand ; 2017 : $31 thousand ). 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, 2019 , amounted to $28 thousand ( 2018 : $26 thousand ; 2017 : $27 thousand ). |
Related Party Collaboration Agr
Related Party Collaboration Agreement | 12 Months Ended |
Dec. 31, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Collaboration Agreement | Related Party Collaboration Agreement In February 2013, the Company entered into an Exclusive Channel Collaboration Agreement with Precigen, its then majority shareholder, pursuant to which the Company will use Precigen’s technology platforms to develop and commercialize additional bioengineered traits in finfish for human consumption. The Company will pay Precigen 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 Precigen 50% of quarterly revenue obtained from a sublicensor in the event of a sublicensing arrangement. In addition, the Company will reimburse Precigen for the costs of certain services provided by Precigen. No royalties were paid to Precigen in 2019 , and the Company does not expect to pay royalties in 2020. Total Precigen service costs incurred under the terms of this agreement amounted to $18 thousand in 2019 ( 2018 : $218 thousand ; 2017 : $562 thousand ), of which $0 is included in accounts payable and accrued liabilities at December 31, 2019 ( 2018 : $1 thousand ), 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, 2019 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently Issued Accounting Standards | Recently Issued Accounting Standards 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. |
Quarterly Financial Information
Quarterly Financial Information (unaudited) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 March 31 June 30 September 30 December 31 Revenue $ 97,885 $ 42,486 $ — $ 46,367 Operating loss (2,755,694 ) (4,019,719 ) (2,999,592 ) (3,403,639 ) Net loss (2,763,932 ) (4,026,731 ) (3,018,222 ) (3,418,757 ) Basic and diluted net loss per share attributable to common shareholders $ (0.17 ) $ (0.19 ) $ (0.14 ) $ (0.16 ) 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) |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2019 | |
Subsequent Events [Abstract] | |
Subsequent events | Subsequent events On February 13, 2020, the Company completed a public offering of 10,350,000 shares of common stock for net proceeds of approximately $14.5 million . On March 2, 2020, the Company settled an outstanding legal claim against a third party with gross proceeds to the Company of $1.2 million . |
Summary of significant accoun_2
Summary of significant accounting policies (Policies) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of presentation | The consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participacoes Ltda. The entities are collectively referred to herein as the “Company.” All inter-company transactions and balances have been eliminated upon consolidation. |
Use of estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the date of the consolidated financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. |
Comprehensive loss | The Company displays comprehensive loss and its components as part of its consolidated financial statements. Comprehensive loss consists of net loss and other comprehensive income (loss). Other comprehensive income (loss) includes foreign currency translation adjustments. |
Foreign currency translations | The functional currency of the Parent is the US Dollar. The functional currency of the Canadian Subsidiary is the Canadian Dollar (C$), 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 and certificates of deposit. |
Inventories | Inventories mainly comprise of feed, eggs, fish in process and packaging materials. Inventories are measured 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 and transportation. Fish in process inventory is a biological asset that is measured based on the estimated biomass of fish on hand. The Company has established a standard procedure to estimate the biomass of fish on hand using counting and sampling techniques. |
Asset held for sale | Equipment classified as held for sale is measured at the lower of fair value, less selling costs, or its carrying value. Gains or losses are recognized for any subsequent changes to fair value, less selling costs. Equipment held for sale is not depreciated. In December 2019, the Company reclassified certain feed mill equipment at the Indiana farm, with a net book value of $248 thousand , as held for sale, a component of prepaid expenses and other current assets, and recorded a charge of $150 thousand to general and administrative expenses to reduce its value to fair value, less estimated selling costs. |
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 5 - 20 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. During 2019, the Company recognized an impairment loss of $103 thousand , included in general and administrative expenses, and consisting of $90 thousand for one of its trademarks and a write-down of $13 thousand on the value of a long-term equity holding. |
Leases | 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. The Company adopted Financial Accounting Standards Board's (FASB) Accounting Standards Update (ASU) 2016-02 Leases 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. 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. |
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. In the event any arise, the Company classifies interest and penalties on uncertain tax positions as income tax expense. Generally, the Company is no longer subject to federal and state tax examinations by tax authorities for years before 2016. In 2016, the FASB issued amended guidance related to intra-entity transfers other than inventory. This guidance removes the current exception in GAAP prohibiting entities from recognizing current and deferred income tax expenses or benefits related to transfer of assets, other than inventory, within the consolidated entity. The current exception to defer the recognition of any tax impact on the transfer of inventory within the consolidated entity until it is sold to a third party remains unaffected. The amended guidance became effective for the Company on January 1, 2018. During 2019, the Company transferred certain IP rights from its Canadian subsidiary to the US. The tax effects of this intra-entity transfer are reflected within the components of deferred taxes with an adjustment to the valuation allowance. |
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 | 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_3
Summary of significant accounting policies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Accounting Policies [Abstract] | |
Property, plant and equipment | The Company depreciates all asset classes over their estimated useful lives, as follows: Building 20 - 25 years Equipment 5 - 20 years Office furniture and equipment 3 years Leasehold improvements shorter of asset life or lease term Vehicles 3 years Major classifications of property, plant and equipment are summarized as follows for December 31, 2019 and 2018 : 2019 2018 Land $ 718,586 $ 704,567 Building and improvements 13,297,489 9,244,737 Construction in process 2,105,873 6,091,265 Equipment 12,275,619 9,713,030 Office furniture and equipment 201,813 192,606 Vehicles 28,097 26,832 Total property and equipment $ 28,627,477 $ 25,973,037 Less accumulated depreciation and amortization (3,561,641 ) (2,256,269 ) Property, plant and equipment, net $ 25,065,836 $ 23,716,768 |
Inventory (Tables)
Inventory (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Inventory Disclosure [Abstract] | |
Inventory | Major classifications of inventory are summarized as follows for December 31, 2019 and 2018 : 2019 2018 Feed $ 251,778 24,288 Eggs 55,887 — Packaging — 8,913 Fish in process 924,384 42,908 Total inventory $ 1,232,049 $ 76,109 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | The Company depreciates all asset classes over their estimated useful lives, as follows: Building 20 - 25 years Equipment 5 - 20 years Office furniture and equipment 3 years Leasehold improvements shorter of asset life or lease term Vehicles 3 years Major classifications of property, plant and equipment are summarized as follows for December 31, 2019 and 2018 : 2019 2018 Land $ 718,586 $ 704,567 Building and improvements 13,297,489 9,244,737 Construction in process 2,105,873 6,091,265 Equipment 12,275,619 9,713,030 Office furniture and equipment 201,813 192,606 Vehicles 28,097 26,832 Total property and equipment $ 28,627,477 $ 25,973,037 Less accumulated depreciation and amortization (3,561,641 ) (2,256,269 ) Property, plant and equipment, net $ 25,065,836 $ 23,716,768 |
Prepaid expenses and other cu_2
Prepaid expenses and other current assets (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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, 2019 and 2018 : 2019 2018 Prepaid insurance $ 100,374 $ 90,754 Prepaid supplies 26,892 19,422 Prepaid professional services 97,513 38,375 Prepaid rent and lease deposits 25,581 13,508 Asset held for sale 98,000 — Other current assets 42,802 153,910 Total prepaid expenses and other current assets $ 391,162 $ 315,969 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities include the following at December 31, 2019 and 2018 : 2019 2018 Accounts payable $ 809,444 $ 366,917 Accrued payroll including vacation 236,489 223,481 Accrued professional fees and contract services 346,349 185,992 Accrued taxes 68,831 23,678 Accrued construction costs — 13,716 Accrued other 1,696 11,116 Accounts payable and accrued liabilities $ 1,462,809 $ 824,900 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Debt Disclosure [Abstract] | |
Principal payments due on long-term debt | The current terms and conditions of long-term debt outstanding at December 31, 2019 and 2018 , are as follows: Interest Monthly Maturity 2019 2018 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,206,208 $ 2,106,840 ACOA term loan#1 (C$337,000) 0% C$3,120 June 2026 184,583 203,735 ACOA term loan#2 (C$500,000) 0% C$4,630 November 2028 384,100 — Kubota Canada Ltd (C$95,961) 0% C$1,142 Jan 2025 53,533 61,178 PEI Finance term loan (C$2,717,093) 4% C$4,333 July 2023 1,766,783 1,219,681 Total debt $ 4,595,207 $ 3,591,434 less: current portion (163,155 ) (71,613 ) Long-term debt $ 4,432,052 $ 3,519,821 |
Terms and conditions of long-term debt | Principal payments due on the long-term debt are as follows: Year AIF ACOA #1 ACOA #2 Kubota FPEI Total 2020 — 28,761 42,681 10,531 81,182 163,155 2021 — 28,761 42,681 10,531 84,494 166,467 2022 — 28,761 42,681 10,531 87,936 169,909 2023 — 28,761 42,681 10,531 1,513,171 1,595,144 2024 — 28,761 42,681 10,531 — 81,973 Thereafter 2,206,208 40,778 170,695 878 — 2,418,559 Total 2,206,208 184,583 384,100 53,533 1,766,783 4,595,207 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Equity [Abstract] | |
Outstanding stock option warrants | The following table summarizes information about outstanding warrants at December 31, 2019: Number of warrant shares Weighted average exercise price Outstanding at December 31, 2018 1,745,868 $3.25 Issued — 0.00 Exercised (83,564 ) 3.25 Outstanding at December 31, 2019 1,662,304 $3.25 Exercisable at December 31, 2019 1,662,304 $3.25 |
Restricted stock activity | 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, 2018 8,867 $ 3.51 Granted 206,604 2.16 Vested (175,571 ) 2.19 Unvested at December 31, 2019 39,900 $ 2.31 |
Stock option activity | The Company’s option activity under the 2006 Plan and the 2016 Plan is summarized as follows: Number of options Weighted average exercise price Outstanding at December 31, 2018 339,964 $ 7.09 Issued 313,500 2.23 Expired (79,539 ) 3.41 Outstanding at December 31, 2019 573,925 $ 4.94 Exercisable at December 31, 2019 467,357 $ 5.52 |
Options outstanding and exercisable | The following table summarizes information about options outstanding and exercisable at December 31, 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 price of outstanding and exercisable options $2.11 - $5.70 438,663 9.0 333,465 $6.90 - $9.60 52,841 3.1 52,841 $10.50 - $10.80 4,000 4.6 4,000 $14.20 - $23.40 78,421 5.9 77,051 573,925 467,357 $5.52 |
Fair value of stock option grants to employees and board of directors | The fair values of stock option grants to employees and members of the Board of Directors during 2019 , 2018 , and 2017 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: 2019 2018 2017 Expected volatility 89% - 100% 81% 78% Risk free interest rate 1.55% - 2.85% 2.60% 1.80% Expected dividend yield 0.0% 0.0% 0.0% Expected life (in years) 5 5 5 |
Expense related of June 2019 revalued options | The following table summarizes the expense related to the options revalued in June 2019: 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 |
Share-based compensation related costs | 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, 2019 , 2018 , and 2017 : 2019 2018 2017 Research and development $ 3,127 $ 3,238 $ 3,168 Sales and marketing 12,578 — 9,315 General and administrative 856,472 260,158 109,651 Total share-based compensation $ 872,177 $ 263,396 $ 122,134 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income (Loss) before Income Taxes | The components of loss before income taxes for the years ended December 31, 2019 , 2018 , and 2017 , are presented below: 2019 2018 2017 Domestic $ (12,950,725 ) $ (9,702,869 ) $ (6,526,706 ) Foreign (276,917 ) (679,190 ) (2,731,941 ) Loss before income taxes $ (13,227,642 ) $ (10,382,059 ) $ (9,258,647 ) |
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, 2019 , 2018 , and 2017 , primarily due to the following: 2019 2018 2017 Income tax benefit $ (2,777,805 ) $ (2,180,233 ) $ (3,147,940 ) State and provincial income tax, net of federal benefit 397,081 (534,789 ) (678,438 ) Permanent differences 219,549 53,795 (2,923 ) US-Foreign rate differential 38,776 (13,955 ) 371,551 Other, net 866,250 1,182,900 (98,947 ) Effect of tax reform — — 3,687,844 (1,256,149 ) (1,492,282 ) 131,147 Change in valuation allowance 1,256,149 1,492,282 (131,147 ) Total income tax $ — $ — $ — |
Schedule of Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities are as follows: 2019 2018 Deferred tax assets: Net operating loss carryforwards $ 12,251,892 $ 14,120,607 Foreign research and development tax credit carryforwards 2,564,679 2,628,190 Property and equipment 429,764 463,343 Intangibles 3,055,820 (75,269 ) Other 185,829 94,964 Total deferred tax assets $ 18,487,984 $ 17,231,835 Valuation allowance $ (18,487,984 ) $ (17,231,835 ) Net deferred tax assets $ — $ — |
Commitments and contingencies (
Commitments and contingencies (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Summary of lease obligations and remaining payments | The table below summarizes the Company’s lease obligations and remaining payments at December 31, 2019: December 31, 2019 January 1, 2019 Lease Type End Date Remaining Years Remaining Payments Lease Liability Remaining Payments Lease Liability Maynard Office Lease Operating Mar 2023 3.3 $ 215,556 $ 186,323 $ 278,414 $ 234,685 Panama Farm Lease Operating Apr 2019 — — — 60,000 59,013 Indiana Auto Lease Operating Feb 2021 1.2 5,999 5,533 10,842 9,897 Indiana Well Lease Operating Dec 2048 29.0 702,341 223,238 717,420 228,844 Total leases $ 923,896 $ 415,094 $ 1,066,676 $ 532,439 Less: current portion (85,011 ) (62,286 ) (142,780 ) (117,345 ) Long-term leases $ 838,885 $ 352,808 $ 923,896 $ 415,094 |
Summary of remaining payments under leases | Remaining payments under leases are as follows at December 31, 2019: Year Office Auto Well Amount 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 16,901 — 16,972 33,873 2024 — — 17,481 17,481 Thereafter — — 619,880 619,880 Total Lease Payments $ 215,556 $ 5,999 $ 702,341 $ 923,896 |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2019 | |
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 2019 March 31 June 30 September 30 December 31 Revenue $ 97,885 $ 42,486 $ — $ 46,367 Operating loss (2,755,694 ) (4,019,719 ) (2,999,592 ) (3,403,639 ) Net loss (2,763,932 ) (4,026,731 ) (3,018,222 ) (3,418,757 ) Basic and diluted net loss per share attributable to common shareholders $ (0.17 ) $ (0.19 ) $ (0.14 ) $ (0.16 ) 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) $(0.30) |
Nature of business and organi_2
Nature of business and organization (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cumulative losses attributable to common shareholders | $ 23,760,629 | $ 23,234,303 | $ 17,980,689 | $ 2,028,055 | |
Cash and cash equivalents | 2,798,744 | 3,002,557 | 506,283 | 3,335,275 | |
Retained Earnings | |||||
Cumulative losses attributable to common shareholders | (132,142,209) | $ (118,914,567) | $ (108,532,508) | $ (99,273,861) | |
February 2020 Public Offering [Member] | |||||
Proceeds from issuance or sale of equity | $ 14,500,000 | $ 14,500,000 |
Summary of significant accoun_4
Summary of significant accounting policies (Details) | 12 Months Ended |
Dec. 31, 2019 | |
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 | 5 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Property, plant and equipment, useful life | 20 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 |
Summary of significant accoun_5
Summary of significant accounting policies Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Intangible asset impairment | $ 103,000 | ||
Trademark impairment | 90,000 | ||
Equity holding write-down | 13,000 | ||
Lease liability | 415,094 | $ 532,439 | |
Right of use assets, net | 399,477 | $ 512,000 | $ 0 |
Discount rate used in calculation of lease liability | 8.00% | ||
Long Lived Assets Held-for-sale, Name [Domain] | |||
Property, Plant and Equipment [Line Items] | |||
Assets held for sale | 248,000 | ||
Asset impairment expense | $ 150,000 |
Risks and uncertainties (Detail
Risks and uncertainties (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
A/F Protein, Inc. | ||
Concentration Risk [Line Items] | ||
Common stock included in other assets (in shares) | 216,281 | |
Ownership percent, less than | 1.00% | |
Long-term Investments | $ 9,000 | $ 22,000 |
Canada | Cash | Credit Concentration Risk | ||
Concentration Risk [Line Items] | ||
Cash in Canadian bank accounts | $ 186,332 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Total inventory | $ 1,232,049 | $ 76,109 |
Feed | ||
Inventory [Line Items] | ||
Total inventory | 251,778 | 24,288 |
Eggs | ||
Inventory [Line Items] | ||
Total inventory | 55,887 | 0 |
Packaging | ||
Inventory [Line Items] | ||
Total inventory | 0 | 8,913 |
Fish in process | ||
Inventory [Line Items] | ||
Total inventory | $ 924,384 | $ 42,908 |
Property, plant and equipment -
Property, plant and equipment - Schedule of Property, plant and equipment (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 28,627,477 | $ 25,973,037 |
Less accumulated depreciation and amortization | (3,561,641) | (2,256,269) |
Property, plant and equipment, net | 25,065,836 | 23,716,768 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 718,586 | 704,567 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,297,489 | 9,244,737 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,105,873 | 6,091,265 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 12,275,619 | 9,713,030 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 201,813 | 192,606 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 28,097 | $ 26,832 |
Property, plant and equipment_2
Property, plant and equipment - Narrative (Details) - USD ($) | Jun. 22, 2017 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 1,300,000 | $ 830,000 | $ 171,000 | |
Gross property, plant, and equipment | 28,627,477 | 25,973,037 | ||
Payments to acquire property, plant, and equipment | 2,316,809 | 4,009,736 | $ 18,893,264 | |
Construction in process | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 2,105,873 | 6,091,265 | ||
Building and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 13,297,489 | $ 9,244,737 | ||
Rollo Bay Farm Site [Member] | Capital Addition Purchase Commitments | ||||
Property, Plant and Equipment [Line Items] | ||||
Commitments to purchase property, plant, and equipment | 257,000 | |||
Rollo Bay Farm Site [Member] | Buildings, improvements, and equipment | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 5,200,000 | |||
Rollo Bay Farm Site [Member] | Construction in process | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 1,900,000 | |||
Indiana Aquaculture Farm [Member] | Capital Addition Purchase Commitments | ||||
Property, Plant and Equipment [Line Items] | ||||
Commitments to purchase property, plant, and equipment | 216,000 | |||
Indiana Aquaculture Farm [Member] | Construction in process | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 200,000 | |||
Indiana Aquaculture Farm [Member] | Building | ||||
Property, Plant and Equipment [Line Items] | ||||
Payments to acquire property, plant, and equipment | $ 14,200,000 | |||
Indiana Aquaculture Farm [Member] | Building and improvements | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | $ 3,200,000 |
Prepaid expenses and other cu_3
Prepaid expenses and other current assets (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Prepaid insurance | $ 100,374 | $ 90,754 |
Prepaid supplies | 26,892 | 19,422 |
Prepaid professional services | 97,513 | 38,375 |
Prepaid rent and lease deposits | 25,581 | 13,508 |
Asset held for sale | 98,000 | 0 |
Other current assets | 42,802 | 153,910 |
Total prepaid expenses and other current assets | $ 391,162 | $ 315,969 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 809,444 | $ 366,917 |
Accrued payroll including vacation | 236,489 | 223,481 |
Accrued professional fees and contract services | 346,349 | 185,992 |
Accrued taxes | 68,831 | 23,678 |
Accrued construction costs | 0 | 13,716 |
Accrued other | 1,696 | 11,116 |
Accounts payable and accrued liabilities | $ 1,462,809 | $ 824,900 |
Debt - Conditions of Long Term
Debt - Conditions of Long Term Debt Outstanding (Details) | 1 Months Ended | 12 Months Ended | |||||
Nov. 30, 2018 | Feb. 29, 2016 | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018CAD ($) | Dec. 31, 2018USD ($) | Nov. 13, 2018 | |
Debt Instrument [Line Items] | |||||||
Total debt | $ 4,595,207 | $ 3,591,434 | |||||
less: current portion | (163,155) | (71,613) | |||||
Long-term debt | $ 4,432,052 | 3,519,821 | |||||
Loans Payable | ACOA AIF grant (C$2,871,919) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 2,871,919 | ||||||
Interest rate | 0.00% | 0.00% | |||||
Total debt | $ 2,206,208 | 2,106,840 | |||||
Loans Payable | Kubota Canada Ltd (C$95,961) | |||||||
Debt Instrument [Line Items] | |||||||
Total debt | $ 53,533 | ||||||
Secured Debt | ACOA term loan 1 (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 | $ 184,583 | 203,735 | |||||
Secured Debt | ACOA term loan 2 (C$500,000) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 500,000 | ||||||
Interest rate | 0.00% | 0.00% | 0.00% | ||||
Monthly repayment | $ 4,630 | ||||||
Total debt | $ 384,100 | 0 | |||||
Debt Instrument, Term | 9 years | 9 years | |||||
Secured Debt | Kubota Canada Ltd (C$95,961) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | 95,961 | ||||||
Interest rate | 0.00% | 0.00% | |||||
Monthly repayment | $ 1,142 | ||||||
Total debt | $ 53,533 | 61,178 | |||||
Secured Debt | PEI Finance term loan (C$2,717,093) | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument, face amount | $ 2,717,093 | ||||||
Interest rate | 4.00% | 4.00% | |||||
Monthly repayment | $ 4,333 | ||||||
Total debt | $ 1,766,783 | $ 1,219,681 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) - USD ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
2020 | $ 163,155 | |
2021 | 166,467 | |
2022 | 169,909 | |
2023 | 1,595,144 | |
2024 | 81,973 | |
Thereafter | 2,418,559 | |
Total debt | 4,595,207 | $ 3,591,434 |
Loans Payable | AIF | ||
Debt Instrument [Line Items] | ||
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 2,206,208 | |
Total debt | 2,206,208 | 2,106,840 |
Loans Payable | Kubota | ||
Debt Instrument [Line Items] | ||
2020 | 10,531 | |
2021 | 10,531 | |
2022 | 10,531 | |
2023 | 10,531 | |
2024 | 10,531 | |
Thereafter | 878 | |
Total debt | 53,533 | |
Secured Debt | ACOA 1 | ||
Debt Instrument [Line Items] | ||
2020 | 28,761 | |
2021 | 28,761 | |
2022 | 28,761 | |
2023 | 28,761 | |
2024 | 28,761 | |
Thereafter | 40,778 | |
Total debt | 184,583 | 203,735 |
Secured Debt | ACOA 2 | ||
Debt Instrument [Line Items] | ||
2020 | 42,681 | |
2021 | 42,681 | |
2022 | 42,681 | |
2023 | 42,681 | |
2024 | 42,681 | |
Thereafter | 170,695 | |
Total debt | 384,100 | 0 |
Secured Debt | Kubota | ||
Debt Instrument [Line Items] | ||
Total debt | 53,533 | 61,178 |
Secured Debt | FPEI | ||
Debt Instrument [Line Items] | ||
2020 | 81,182 | |
2021 | 84,494 | |
2022 | 87,936 | |
2023 | 1,513,171 | |
2024 | 0 | |
Thereafter | 0 | |
Total debt | $ 1,766,783 | $ 1,219,681 |
Debt - Narrative (Details)
Debt - Narrative (Details) | 1 Months Ended | 12 Months Ended | ||||||||||
Nov. 30, 2018 | Feb. 29, 2016 | Jan. 31, 2009 | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2019CAD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018CAD ($) | Nov. 13, 2018 | Oct. 16, 2018CAD ($) | Oct. 16, 2018USD ($) | |
Debt Instrument [Line Items] | ||||||||||||
Interest expense | $ 61,920 | $ 22,185 | $ 21,520 | |||||||||
Loans Payable | AIF | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Royalty percentage | 10.00% | |||||||||||
Debt instrument, face amount | $ 2,871,919 | |||||||||||
Interest rate | 0.00% | 0.00% | ||||||||||
Secured Debt | ACOA 2 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 500,000 | |||||||||||
Interest rate | 0.00% | 0.00% | 0.00% | |||||||||
Debt Instrument, Term | 9 years | 9 years | ||||||||||
Secured Debt | PEI Finance Term Loan October 2018 | ||||||||||||
Debt Instrument [Line Items] | ||||||||||||
Debt instrument, face amount | $ 2,000,000 | $ 1,500,000 | ||||||||||
Funds drawn on loan | $ 1,700,000 | $ 1,300,000 | ||||||||||
Anticipated funds drawn on loan | $ 300,000 | $ 230,000 | ||||||||||
Interest rate | 4.00% | 4.00% |
Stockholders' equity - Narrativ
Stockholders' equity - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||
Jan. 31, 2018 | Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Stockholders' Equity | ||||||
Authorized Shares of Common Stock | 50,000,000 | 200,000,000 | ||||
Issued and Outstanding Shares of Preferred Stock | 0 | 0 | ||||
Issued and Outstanding Shares of Common Stock | 21,635,365 | 15,098,837 | ||||
Common Stock | ||||||
Common Stock, Voting Rights, Number of Votes Per Share | 1 | |||||
Warrants [Abstract] | ||||||
Exercise price (in dollars per share) | $ 3.25 | |||||
Share-based Compensation | ||||||
Share-based Compensation Expense | $ 872,177 | $ 263,396 | $ 122,134 | |||
Stock option grants (in dollars per share) | $ 1.62 | $ 2.50 | $ 4.55 | |||
Intrinsic vale of options exercised | $ 0 | $ 43,420 | ||||
Intrinsic vale of options outstanding | $ 776 | 0 | 17,454 | |||
Intrinsic vale of options exercisable | 0 | 0 | 17,454 | |||
Nonvested Share-based Compensation | 179,410 | |||||
Share-based compensation | $ 872,177 | 263,396 | 122,134 | |||
Current Number of Shares Authorized | ||||||
Stockholders' Equity | ||||||
Authorized Shares of Common and Preferred Stock | 55,000,000 | |||||
Authorized Shares of Preferred Stock | 5,000,000 | |||||
Authorized Shares of Common Stock | 50,000,000 | |||||
Employee Stock Option | ||||||
Share-based Compensation | ||||||
Share-based Compensation Expense | $ 486,773 | $ 236,098 | $ 95,734 | |||
Unearned Share-based Compensation earn period | 10 months 24 days | |||||
Share-based Compensation, Exercise Term | 10 years | |||||
Expected dividend yield | 0.00% | 0.00% | 0.00% | |||
Expected volatility | 81.00% | 78.00% | ||||
Risk free interest rate | 2.60% | 1.80% | ||||
Expected life (in years) | 5 years | 5 years | 5 years | |||
Restricted Stock | ||||||
Share-based Compensation | ||||||
Nonvested Share-based Compensation Expense in Future Periods | $ 91,930 | |||||
Unearned Share-based Compensation earn period | 2 years 2 months 12 days | |||||
Board of Directors Chairman [Member] | Restricted Stock | ||||||
Share-based Compensation | ||||||
Share-based Compensation Expense | $ 385,404 | $ 27,298 | $ 26,400 | |||
Minimum | Employee Stock Option | ||||||
Share-based Compensation | ||||||
Award Vesting Period | 1 year | |||||
Expected volatility | 89.00% | |||||
Risk free interest rate | 1.55% | |||||
Maximum | Employee Stock Option | ||||||
Share-based Compensation | ||||||
Award Vesting Period | 3 years | |||||
Expected volatility | 100.00% | |||||
Risk free interest rate | 2.85% | |||||
2016 Equity Incentive Plan, Original Grants [Member] | ||||||
Share-based Compensation | ||||||
Share-based Compensation, Shares Available for Grant | 450,000 | |||||
2016 Equity Incentive Plan | ||||||
Share-based Compensation | ||||||
Share-based Compensation, Shares Available for Grant | 198,034 | 268,138 | 397,500 | 900,000 | ||
2016 Equity Incentive Plan, Additional Grants [Member] | ||||||
Share-based Compensation | ||||||
Share-based Compensation, Shares Available for Grant | 450,000 | |||||
Warrant [Member] | ||||||
Warrants [Abstract] | ||||||
Issued (in shares) | 0 | |||||
Exercise price (in dollars per share) | $ 3.25 | $ 3.25 | ||||
Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | ||||||
Share-based Compensation | ||||||
Expected dividend yield | 0.00% | |||||
Share-based compensation | $ 134,258 | |||||
Number of options for the Company's former CEO | 153,940 | |||||
Expected volatility | 97.00% | |||||
Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | Minimum | ||||||
Share-based Compensation | ||||||
Risk free interest rate | 1.71% | |||||
Expected life (in years) | 1 year 6 months | |||||
Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | Maximum | ||||||
Share-based Compensation | ||||||
Risk free interest rate | 1.92% | |||||
Expected life (in years) | 5 years | |||||
January 2018 Public Offering [Member] | Warrant [Member] | ||||||
Warrants [Abstract] | ||||||
Issued (in shares) | 4,246,153 | 4,246,153 | ||||
Exercise price (in dollars per share) | $ 3.25 | |||||
January 2018 Public Offering [Member] | January 2018 Public Offering, Discounted Warrants [Member] | Warrant [Member] | ||||||
Warrants [Abstract] | ||||||
Issued (in shares) | 2,250,461 | |||||
Exercise price (in dollars per share) | $ 2 | |||||
Intrinsic value of warrants converted | $ 1,800,000 |
Stockholders' equity - Recent S
Stockholders' equity - Recent Stock Issuances (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
Apr. 30, 2019 | Mar. 31, 2019 | Oct. 31, 2018 | Jan. 31, 2018 | Jan. 31, 2017 | Jun. 17, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | Oct. 24, 2018 | |
Value of equity subscription | $ 12,395,348 | $ 10,616,046 | $ 24,989,257 | |||||||
Common shares issued in connection with the exercise of warrants | 83,564 | |||||||||
Common stock issued (in dollars per share) | $ 0.001 | $ 0.001 | ||||||||
Common Stock | ||||||||||
Value of equity subscription | $ 6,246 | $ 3,692 | $ 2,421 | |||||||
Issued (in shares) | 6,246,360 | 3,692,307 | 2,421,073 | |||||||
Common shares issued in connection with the exercise of warrants | 83,564 | 2,500,285 | ||||||||
January 2017 Equity Subscription [Member] | Common Stock | Intrexon [Member] | ||||||||||
Value of equity subscription | $ 25,000,000 | |||||||||
Shares Issued, Price Per Share | $ 10.326 | |||||||||
Issued (in shares) | 2,421,073 | |||||||||
January 2018 Public Offering [Member] | ||||||||||
Proceeds from issuance or sale of equity | $ 10,600,000 | |||||||||
January 2018 Public Offering [Member] | Majority Shareholder | ||||||||||
Proceeds from issuance or sale of equity | $ 5,000,000 | |||||||||
October 2018 Common Share Offering [Member] | ||||||||||
Proceeds from issuance or sale of equity | $ 4,300,000 | |||||||||
Common stock issued (in dollars per share) | $ 2 | |||||||||
March 8, 2019 to June 17, 2019 common stock issued [Member] | ||||||||||
Proceeds from issuance or sale of equity | $ 300,000 | |||||||||
Common shares issued in connection with the exercise of warrants | 83,564 | |||||||||
March 2019 Public Offering [Member] | ||||||||||
Proceeds from issuance or sale of equity | $ 6,600,000 | |||||||||
April 2019 Public Offering [Member] | ||||||||||
Proceeds from issuance or sale of equity | $ 5,100,000 | |||||||||
Overallotment exercise [Member] | ||||||||||
Proceeds from issuance or sale of equity | 700,000 | |||||||||
February 2020 Public Offering [Member] | ||||||||||
Proceeds from issuance or sale of equity | $ 14,500,000 | $ 14,500,000 | ||||||||
Common Stock | January 2018 Public Offering [Member] | ||||||||||
Issued (in shares) | 3,692,307 | |||||||||
Common Stock | January 2018 Public Offering [Member] | Majority Shareholder | ||||||||||
Issued (in shares) | 1,538,461 | |||||||||
Common Stock | October 2018 Common Share Offering [Member] | ||||||||||
Issued (in shares) | 2,250,461 | |||||||||
Common Stock | March 2019 Public Offering [Member] | ||||||||||
Issued (in shares) | 3,345,282 | |||||||||
Common Stock | April 2019 Public Offering [Member] | ||||||||||
Issued (in shares) | 2,554,590 | |||||||||
Common Stock | Overallotment exercise [Member] | ||||||||||
Issued (in shares) | 346,488 | |||||||||
Common Stock | February 2020 Public Offering [Member] | ||||||||||
Issued (in shares) | 10,350,000 | |||||||||
Warrant [Member] | ||||||||||
Issued (in shares) | 0 | |||||||||
Common shares issued in connection with the exercise of warrants | 83,564 | |||||||||
Warrant [Member] | January 2018 Public Offering [Member] | ||||||||||
Issued (in shares) | 4,246,153 | 4,246,153 | ||||||||
Proceeds from issuance or sale of equity | $ 800,000 | |||||||||
Common shares issued in connection with the exercise of warrants | 249,824 | 249,824 | ||||||||
Warrant [Member] | January 2018 Public Offering [Member] | Majority Shareholder | ||||||||||
Issued (in shares) | 1,538,461 | |||||||||
Majority Shareholder | October 2018 Common Share Offering [Member] | ||||||||||
Proceeds from issuance or sale of equity | $ 3,100,000 | |||||||||
Majority Shareholder | Common Stock | October 2018 Common Share Offering [Member] | ||||||||||
Issued (in shares) | 1,538,461 |
Stockholders' equity - Warrants
Stockholders' equity - Warrants (Details) - $ / shares | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Number of warrant shares | ||
Exercised (in shares) | (83,564) | |
Weighted average exercise price | ||
Outstanding (in dollars per share) | $ 3.25 | |
Warrant [Member] | ||
Number of warrant shares | ||
Outstanding (in shares) | 1,662,304 | 1,745,868 |
Issued (in shares) | 0 | |
Exercised (in shares) | (83,564) | |
Exercisable (in shares) | 1,662,304 | |
Weighted average exercise price | ||
Outstanding (in dollars per share) | $ 3.25 | $ 3.25 |
Issued (in dollars per share) | 0 | |
Exercised (in dollars per share) | 3.25 | |
Exercisable (in dollars per share) | $ 3.25 |
Stockholders' equity - Restrict
Stockholders' equity - Restricted stock (Details) - Restricted Stock | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Shares | |
Unvested beginning balance (in shares) | shares | 8,867 |
Granted (in shares) | shares | 206,604 |
Vested (in shares) | shares | (175,571) |
Unvested ending balance (in shares) | shares | 39,900 |
Weighted average grant date fair value | |
Unvested beginning balance (in dollars per share) | $ / shares | $ 3.51 |
Granted (in dollars per share) | $ / shares | 2.16 |
Vested (in dollars per share) | $ / shares | 2.19 |
Unvested ending balance (in dollars per share) | $ / shares | $ 2.31 |
Stockholders' equity - Stock Op
Stockholders' equity - Stock Option Activity (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Number of options | |
Beginning balance (in shares) | shares | 339,964 |
Issued (in shares) | shares | 313,500 |
Expired (in shares) | shares | (79,539) |
Ending balance (in shares) | shares | 573,925 |
Exercisable (in shares) | shares | 467,357 |
Weighted average exercise price | |
Beginning balance (in dollars per share) | $ / shares | $ 7.09 |
Issued (in dollars per share) | $ / shares | 2.23 |
Expired (in dollars per share) | $ / shares | 3.41 |
Ending balance (in dollars per share) | $ / shares | 4.94 |
Exercisable (in dollars per share) | $ / shares | $ 5.52 |
Stockholders' equity - Summary
Stockholders' equity - Summary of Options Outstanding and Exercisable (Details) | 12 Months Ended |
Dec. 31, 2019$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding (in shares) | 573,925 |
Number of options exercisable (in shares) | 467,357 |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | $ 5.52 |
$2.50 - $5.70 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding (in shares) | 438,663 |
Weighted average remaining estimated life (in years) | 9 years |
Number of options exercisable (in shares) | 333,465 |
$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 |
Weighted average remaining estimated life (in years) | 3 years 1 month 6 days |
Number of options exercisable (in shares) | 52,841 |
$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 |
Weighted average remaining estimated life (in years) | 4 years 7 months 6 days |
Number of options exercisable (in shares) | 4,000 |
$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 |
Weighted average remaining estimated life (in years) | 5 years 10 months 24 days |
Number of options exercisable (in shares) | 77,051 |
Minimum | $2.50 - $5.70 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | $ 2.11 |
Minimum | $6.90 - $9.60 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | 6.90 |
Minimum | $10.50 - $10.80 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | 10.50 |
Minimum | $14.20 - $23.40 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | 14.20 |
Maximum | $2.50 - $5.70 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | 5.70 |
Maximum | $6.90 - $9.60 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | 9.60 |
Maximum | $10.50 - $10.80 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | 10.80 |
Maximum | $14.20 - $23.40 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options (in dollars per share) | $ / shares | $ 23.40 |
Stockholders' equity - Weighted
Stockholders' equity - Weighted Average Assumptions (Details) - Employee Stock Option | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 81.00% | 78.00% | |
Risk free interest rate | 2.60% | 1.80% | |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 5 years | 5 years | 5 years |
Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 100.00% | ||
Risk free interest rate | 2.85% | ||
Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 89.00% | ||
Risk free interest rate | 1.55% |
Stockholders' equity - Summar_2
Stockholders' equity - Summary of Expense Related to Revalued Options (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jun. 30, 2019 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 872,177 | $ 263,396 | $ 122,134 | |
Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options | 153,940 | |||
Share-based compensation | $ 134,258 | |||
Accelerated share-based compensation summary [Member] | Grant Date 1/11/2011 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options | 16,667 | |||
Accelerated share-based compensation summary [Member] | Grant Date 1/20/2014 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options | 6,667 | |||
Accelerated share-based compensation summary [Member] | Grant Date 2/27/2018 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options | 60,606 | |||
Accelerated share-based compensation summary [Member] | Grant Date 4/21/2017 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options | 20,000 | |||
Accelerated share-based compensation summary [Member] | Grant Date 4/30/2019 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of options | 50,000 | |||
Previously recognized expense | Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 414,018 | |||
Previously recognized expense | Accelerated share-based compensation summary [Member] | Grant Date 1/11/2011 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 109,769 | |||
Previously recognized expense | Accelerated share-based compensation summary [Member] | Grant Date 1/20/2014 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 120,712 | |||
Previously recognized expense | Accelerated share-based compensation summary [Member] | Grant Date 2/27/2018 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 99,738 | |||
Previously recognized expense | Accelerated share-based compensation summary [Member] | Grant Date 4/21/2017 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 70,346 | |||
Previously recognized expense | Accelerated share-based compensation summary [Member] | Grant Date 4/30/2019 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 13,453 | |||
Accelerated vesting expense | Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 87,783 | |||
Accelerated vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 1/11/2011 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 0 | |||
Accelerated vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 1/20/2014 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 0 | |||
Accelerated vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 2/27/2018 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 0 | |||
Accelerated vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 4/21/2017 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 20,736 | |||
Accelerated vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 4/30/2019 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 67,047 | |||
Incremental vesting expense | Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 46,475 | |||
Incremental vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 1/11/2011 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 11,782 | |||
Incremental vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 1/20/2014 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 7,621 | |||
Incremental vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 2/27/2018 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 12,313 | |||
Incremental vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 4/21/2017 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 13,485 | |||
Incremental vesting expense | Accelerated share-based compensation summary [Member] | Grant Date 4/30/2019 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 1,274 | |||
Total of previous, accelerated and incremental expense | Accelerated share-based compensation summary [Member] | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 548,276 | |||
Total of previous, accelerated and incremental expense | Accelerated share-based compensation summary [Member] | Grant Date 1/11/2011 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 121,551 | |||
Total of previous, accelerated and incremental expense | Accelerated share-based compensation summary [Member] | Grant Date 1/20/2014 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 128,333 | |||
Total of previous, accelerated and incremental expense | Accelerated share-based compensation summary [Member] | Grant Date 2/27/2018 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 112,051 | |||
Total of previous, accelerated and incremental expense | Accelerated share-based compensation summary [Member] | Grant Date 4/21/2017 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | 104,567 | |||
Total of previous, accelerated and incremental expense | Accelerated share-based compensation summary [Member] | Grant Date 4/30/2019 | Chief Executive Officer [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation | $ 81,774 |
Stockholders' equity - Compensa
Stockholders' equity - Compensation Costs Recognized on Financial Statements (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation | $ 872,177 | $ 263,396 | $ 122,134 |
Research and development | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation | 3,127 | 3,238 | 3,168 |
Sales and marketing | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation | 12,578 | 0 | 9,315 |
General and administrative | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Total share-based compensation | $ 856,472 | $ 260,158 | $ 109,651 |
Income taxes - Components of Lo
Income taxes - Components of Loss Before Income Taxes (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (12,950,725) | $ (9,702,869) | $ (6,526,706) |
Foreign | (276,917) | (679,190) | (2,731,941) |
Loss before income taxes | $ (13,227,642) | $ (10,382,059) | $ (9,258,647) |
Income taxes - Components of In
Income taxes - Components of Income Tax Expense (Benefit) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit | $ (2,777,805) | $ (2,180,233) | $ (3,147,940) |
State and provincial income tax, net of federal benefit | 397,081 | (534,789) | (678,438) |
Permanent differences | 219,549 | 53,795 | (2,923) |
US-Foreign rate differential | 38,776 | (13,955) | 371,551 |
Other, net | 866,250 | 1,182,900 | (98,947) |
Effect of tax reform | 0 | 0 | 3,687,844 |
Income tax, prior to change in valuation allowance | (1,256,149) | (1,492,282) | 131,147 |
Change in valuation allowance | 1,256,149 | 1,492,282 | (131,147) |
Total income tax | $ 0 | $ 0 | $ 0 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) $ in Millions | Dec. 31, 2019USD ($) |
Domestic Tax Authority | |
Tax Credit Carryforward [Line Items] | |
Domestic operating loss carryforwards | $ 39 |
Foreign Tax Authority [Member] | |
Tax Credit Carryforward [Line Items] | |
Foreign operating loss carryforwards | 8 |
Foreign Tax Authority [Member] | 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 ($) | Dec. 31, 2019 | Dec. 31, 2018 |
Income Tax Disclosure [Abstract] | ||
Net operating loss carryforwards | $ 12,251,892 | $ 14,120,607 |
Foreign research and development tax credit carryforwards | 2,564,679 | 2,628,190 |
Property and equipment | 429,764 | 463,343 |
Intangibles | 3,055,820 | (75,269) |
Other | 185,829 | 94,964 |
Total deferred tax assets | 18,487,984 | 17,231,835 |
Valuation allowance | (18,487,984) | (17,231,835) |
Net deferred tax assets | $ 0 | $ 0 |
Commitments and contingencies -
Commitments and contingencies - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2019USD ($) | Jul. 31, 2017USD ($)ft² | |
Operating Leased Assets [Line Items] | ||
Lease expense | $ 140,000 | |
Lease payment | $ 143,000 | |
Operating Lease, Weighted Average Remaining Lease Term | 22 years 9 months 18 days | |
Maynard Office Lease [Member] | ||
Operating Leased Assets [Line Items] | ||
Square feet of office space | ft² | 3,558 | |
Lease term (in years) | 5 years 7 months | |
Future minimum lease payments | $ 332,824 | |
Operating Lease, Weighted Average Remaining Lease Term | 3 years 3 months | |
Bell Aquaculture Lease [Member] | ||
Operating Leased Assets [Line Items] | ||
Lease term (in years) | 30 years | |
Semi-annual lease payment | $ 7,000 | |
Annual increase in lease payment | 3.00% | |
Lease auto-renewal term | 20 years |
Commitments and contingencies L
Commitments and contingencies Lease Obligations (Details) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Lease, Weighted Average Remaining Lease Term | 22 years 9 months 18 days | ||
Lessee, Operating Lease, Liability, Payments, Due | $ 923,896 | $ 1,066,676 | |
Lease liability | 415,094 | 532,439 | |
Operating Leases, Future Minimum Payments Due, Next Twelve Months | (85,011) | (142,780) | |
Operating Lease, Liability, Current | (62,286) | (117,345) | |
Operating lease, payments due, long-term | 838,885 | 923,896 | |
Long-term lease obligation | $ 352,808 | 415,094 | $ 0 |
Maynard Office Lease [Member] | |||
Operating Lease, Weighted Average Remaining Lease Term | 3 years 3 months | ||
Lessee, Operating Lease, Liability, Payments, Due | $ 215,556 | 278,414 | |
Lease liability | $ 186,323 | 234,685 | |
Panama Farm Lease [Member] | |||
Operating Lease, Weighted Average Remaining Lease Term | 0 years | ||
Lessee, Operating Lease, Liability, Payments, Due | $ 0 | 60,000 | |
Lease liability | $ 0 | 59,013 | |
Indiana auto lease [Member] | |||
Operating Lease, Weighted Average Remaining Lease Term | 1 year 2 months 1 day | ||
Lessee, Operating Lease, Liability, Payments, Due | $ 5,999 | 10,842 | |
Lease liability | $ 5,533 | 9,897 | |
Indiana well lease [Member] | |||
Operating Lease, Weighted Average Remaining Lease Term | 29 years 7 days | ||
Lessee, Operating Lease, Liability, Payments, Due | $ 702,341 | 717,420 | |
Lease liability | $ 223,238 | $ 228,844 |
Commitments and contingencies_2
Commitments and contingencies Leases (Details) - USD ($) | Dec. 31, 2019 | Jan. 01, 2019 |
Lessee, Lease, Description [Line Items] | ||
2020 | $ 85,011 | $ 142,780 |
2021 | 83,571 | |
2022 | 84,080 | |
2023 | 33,873 | |
2024 | 17,481 | |
Thereafter | 619,880 | |
Total Lease Payments | 923,896 | $ 1,066,676 |
Office [Member] | ||
Lessee, Lease, Description [Line Items] | ||
2020 | 64,637 | |
2021 | 66,416 | |
2022 | 67,602 | |
2023 | 16,901 | |
2024 | 0 | |
Thereafter | 0 | |
Total Lease Payments | 215,556 | |
Auto [Member] | ||
Lessee, Lease, Description [Line Items] | ||
2020 | 4,842 | |
2021 | 1,157 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Total Lease Payments | 5,999 | |
Well [Member] | ||
Lessee, Lease, Description [Line Items] | ||
2020 | 15,532 | |
2021 | 15,998 | |
2022 | 16,478 | |
2023 | 16,972 | |
2024 | 17,481 | |
Thereafter | 619,880 | |
Total Lease Payments | $ 702,341 |
Retirement plan (Details)
Retirement plan (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
United States | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to retirement plan | $ 63,604 | $ 43,866 | $ 31,308 |
Canada | |||
Defined Contribution Plan Disclosure [Line Items] | |||
Employer contributions to retirement plan | $ 28,474 | $ 25,900 | $ 26,578 |
Related Party Collaboration A_2
Related Party Collaboration Agreement (Details) - Exclusive Channel Collaborations Agreement - Majority Shareholder - USD ($) | 12 Months Ended | ||
Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Related Party Transaction [Line Items] | |||
Percentage of gross profits due quarterly to Precigen | 16.66% | ||
Percentage of quarterly revenue from sublicensor due to Precigen | 50.00% | ||
Service costs incurred | $ 17,550 | $ 217,833 | $ 562,039 |
Service costs included in accounts payable and accrued liabilities | $ 0 | $ 800 |
Quarterly Financial Informati_3
Quarterly Financial Information (unaudited) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2019 | Sep. 30, 2019 | Jun. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2017 | |
Condensed Financial Statements, Captions [Line Items] | |||||||||||
Revenues | $ 46,367 | $ 0 | $ 42,486 | $ 97,885 | $ 6,585 | $ 10,938 | $ 47,898 | $ 19,097 | $ 186,738 | $ 84,518 | $ 53,278 |
Operating loss | (3,403,639) | (2,999,592) | (4,019,719) | (2,755,694) | (2,417,714) | (2,720,027) | (2,784,583) | (2,443,472) | (13,178,644) | (10,365,796) | (9,232,099) |
Net loss | $ 3,418,757 | $ 3,018,222 | $ 4,026,731 | $ 2,763,932 | 2,424,095 | 2,727,028 | 2,781,149 | 2,449,787 | 13,227,642 | 10,382,059 | 9,258,647 |
Deemed dividend | $ (1,822,873) | $ 0 | $ 0 | $ 0 | $ 0 | $ (1,822,873) | $ 0 | ||||
Basic and diluted net loss per share (in dollars per share) | $ (0.16) | $ (0.14) | $ (0.19) | $ (0.17) | $ (0.30) | $ (0.21) | $ (0.22) | $ (0.21) | $ (0.66) | $ (0.94) | $ (1.06) |
Subsequent events (Details)
Subsequent events (Details) - USD ($) $ in Millions | 1 Months Ended | 12 Months Ended | |||
Mar. 31, 2020 | Feb. 29, 2020 | Apr. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2019 | |
February 2020 Public Offering [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance or sale of equity | $ 14.5 | $ 14.5 | |||
February 2020 Public Offering [Member] | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Issued (in shares) | 10,350,000 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from Legal Settlements | $ 1.2 | ||||
Subsequent Event [Member] | February 2020 Public Offering [Member] | |||||
Subsequent Event [Line Items] | |||||
Proceeds from issuance or sale of equity | $ 14.5 | ||||
Subsequent Event [Member] | February 2020 Public Offering [Member] | Common Stock | |||||
Subsequent Event [Line Items] | |||||
Issued (in shares) | 10,350,000 |