Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2020 | Nov. 02, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2020 | |
Document Transition Report | false | |
Entity File Number | 001-36426 | |
Entity Registrant Name | AquaBounty Technologies, Inc. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3156167 | |
Entity Address, Address Line One | 2 Mill & Main Place | |
Entity Address, Address Line Two | Suite 395 | |
Entity Address, City or Town | Maynard | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01754 | |
City Area Code | 978 | |
Local Phone Number | 648-6000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | AQB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 44,960,806 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0001603978 | |
Current Fiscal Year End Date | --12-31 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 38,989,366 | $ 2,798,744 |
Other receivables | 62,034 | 55,198 |
Inventory | 2,869,470 | 1,232,049 |
Prepaid expenses and other current assets | 820,193 | 391,162 |
Total current assets | 42,741,063 | 4,477,153 |
Property, plant and equipment, net | 25,699,143 | 25,065,836 |
Right of use assets, net | 356,788 | 399,477 |
Definite-lived intangible assets, net | 147,311 | 157,588 |
Indefinite-lived intangible assets | 101,661 | 101,661 |
Restricted cash | 500,000 | 0 |
Other assets | 50,213 | 32,024 |
Total assets | 69,596,179 | 30,233,739 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 2,116,877 | 1,462,809 |
Current lease liabilities and other | 62,627 | 62,286 |
Current debt | 152,501 | 163,155 |
Total current liabilities | 2,332,005 | 1,688,250 |
Long-term lease obligations | 306,174 | 352,808 |
Long-term debt, net | 8,425,552 | 4,432,052 |
Total liabilities | 11,063,731 | 6,473,110 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value, 50,000,000 shares authorized; 44,916,926 (2019: 21,635,365) shares outstanding | 44,917 | 21,635 |
Additional paid-in capital | 201,402,983 | 156,241,363 |
Accumulated other comprehensive loss | (490,153) | (360,160) |
Accumulated deficit | (142,425,299) | (132,142,209) |
Total stockholders’ equity | 58,532,448 | 23,760,629 |
Total liabilities and stockholders’ equity | $ 69,596,179 | $ 30,233,739 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, share authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares outstanding (in shares) | 44,916,926 | 21,635,365 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | |
Revenues | ||||
Product revenues | $ 67,763 | $ 0 | $ 77,466 | $ 140,371 |
Costs and expenses | ||||
Production costs | 1,355,939 | 846,306 | 3,238,689 | 2,649,674 |
Sales and marketing | 143,646 | 206,256 | 331,868 | 381,637 |
Research and development | 458,462 | 446,582 | 1,662,879 | 1,923,512 |
General and administrative | 1,722,874 | 1,500,448 | 5,053,608 | 4,960,553 |
Total costs and expenses | 3,680,921 | 2,999,592 | 10,287,044 | 9,915,376 |
Operating loss | (3,613,158) | (2,999,592) | (10,209,578) | (9,775,005) |
Other income (expense) | ||||
Interest expense | (38,335) | (17,933) | (73,527) | (45,483) |
Other income (expense), net | 1,705 | (697) | 15 | 11,603 |
Total other income (expense) | (36,630) | (18,630) | (73,512) | (33,880) |
Net loss | (3,649,788) | (3,018,222) | (10,283,090) | (9,808,885) |
Other comprehensive income (loss): | ||||
Foreign currency translation gain (loss) | 86,491 | (38,892) | (129,993) | 133,448 |
Total other comprehensive income (loss) | 86,491 | (38,892) | (129,993) | 133,448 |
Comprehensive loss | $ (3,563,297) | $ (3,057,114) | $ (10,413,083) | $ (9,675,437) |
Basic and diluted net loss per share (in dollars per share) | $ (0.09) | $ (0.14) | $ (0.31) | $ (0.50) |
Weighted average number of Common Shares - | ||||
Basic and diluted (in shares) | 38,911,054 | 21,604,072 | 32,756,074 | 19,556,607 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive loss | Accumulated deficit |
Beginning Balance, issued and outstanding (in shares) at Dec. 31, 2018 | 15,098,837 | ||||
Beginning Balance at Dec. 31, 2018 | $ 23,234,303 | $ 15,099 | $ 142,707,957 | $ (574,186) | $ (118,914,567) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (2,763,932) | (2,763,932) | |||
Other comprehensive income (loss) | 87,552 | 87,552 | |||
Issuance of common stock, net (in shares) | 3,345,282 | ||||
Issuance of common stock, net | 6,609,655 | $ 3,345 | 6,606,310 | ||
Exercise of warrants (in shares) | 76,797 | ||||
Exercise of warrants | 250,424 | $ 77 | 250,347 | ||
Share based compensation (in shares) | 176,561 | ||||
Share based compensation | 138,498 | $ 176 | 138,322 | ||
Ending Balance, issued and outstanding (in shares) at Mar. 31, 2019 | 18,697,477 | ||||
Ending Balance at Mar. 31, 2019 | 27,556,500 | $ 18,697 | 149,702,936 | (486,634) | (121,678,499) |
Beginning Balance, issued and outstanding (in shares) at Dec. 31, 2018 | 15,098,837 | ||||
Beginning Balance at Dec. 31, 2018 | 23,234,303 | $ 15,099 | 142,707,957 | (574,186) | (118,914,567) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (9,808,885) | ||||
Other comprehensive income (loss) | 133,448 | ||||
Ending Balance, issued and outstanding (in shares) at Sep. 30, 2019 | 21,605,322 | ||||
Ending Balance at Sep. 30, 2019 | 26,880,083 | $ 21,605 | 156,022,668 | (440,738) | (128,723,452) |
Beginning Balance, issued and outstanding (in shares) at Mar. 31, 2019 | 18,697,477 | ||||
Beginning Balance at Mar. 31, 2019 | 27,556,500 | $ 18,697 | 149,702,936 | (486,634) | (121,678,499) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (4,026,731) | (4,026,731) | |||
Other comprehensive income (loss) | 84,788 | 84,788 | |||
Issuance of common stock, net (in shares) | 2,901,078 | ||||
Issuance of common stock, net | 5,785,693 | $ 2,901 | 5,782,792 | ||
Share based compensation | 318,218 | 318,218 | |||
Ending Balance, issued and outstanding (in shares) at Jun. 30, 2019 | 21,598,555 | ||||
Ending Balance at Jun. 30, 2019 | 29,718,468 | $ 21,598 | 155,803,946 | (401,846) | (125,705,230) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,018,222) | (3,018,222) | |||
Other comprehensive income (loss) | (38,892) | (38,892) | |||
Exercise of warrants (in shares) | 6,767 | ||||
Exercise of warrants | 21,993 | $ 7 | 21,986 | ||
Share based compensation | 196,736 | 196,736 | |||
Ending Balance, issued and outstanding (in shares) at Sep. 30, 2019 | 21,605,322 | ||||
Ending Balance at Sep. 30, 2019 | 26,880,083 | $ 21,605 | 156,022,668 | (440,738) | (128,723,452) |
Beginning Balance, issued and outstanding (in shares) at Dec. 31, 2019 | 21,635,365 | ||||
Beginning Balance at Dec. 31, 2019 | 23,760,629 | $ 21,635 | 156,241,363 | (360,160) | (132,142,209) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,109,618) | (3,109,618) | |||
Other comprehensive income (loss) | (381,985) | (381,985) | |||
Issuance of common stock, net (in shares) | 10,350,000 | ||||
Issuance of common stock, net | 14,521,704 | $ 10,350 | 14,511,354 | ||
Share based compensation (in shares) | 100,319 | ||||
Share based compensation | 205,353 | $ 101 | 205,252 | ||
Ending Balance, issued and outstanding (in shares) at Mar. 31, 2020 | 32,085,684 | ||||
Ending Balance at Mar. 31, 2020 | 34,996,083 | $ 32,086 | 170,957,969 | (742,145) | (135,251,827) |
Beginning Balance, issued and outstanding (in shares) at Dec. 31, 2019 | 21,635,365 | ||||
Beginning Balance at Dec. 31, 2019 | 23,760,629 | $ 21,635 | 156,241,363 | (360,160) | (132,142,209) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (10,283,090) | ||||
Other comprehensive income (loss) | (129,993) | ||||
Ending Balance, issued and outstanding (in shares) at Sep. 30, 2020 | 44,916,926 | ||||
Ending Balance at Sep. 30, 2020 | 58,532,448 | $ 44,917 | 201,402,983 | (490,153) | (142,425,299) |
Beginning Balance, issued and outstanding (in shares) at Mar. 31, 2020 | 32,085,684 | ||||
Beginning Balance at Mar. 31, 2020 | 34,996,083 | $ 32,086 | 170,957,969 | (742,145) | (135,251,827) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,523,684) | (3,523,684) | |||
Other comprehensive income (loss) | 165,501 | 165,501 | |||
Issuance of common stock, net (in shares) | 20,000 | ||||
Issuance of common stock, net | 40,600 | $ 20 | 40,580 | ||
Share based compensation | 103,891 | 103,891 | |||
Ending Balance, issued and outstanding (in shares) at Jun. 30, 2020 | 32,105,684 | ||||
Ending Balance at Jun. 30, 2020 | 31,782,391 | $ 32,106 | 171,102,440 | (576,644) | (138,775,511) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net loss | (3,649,788) | (3,649,788) | |||
Other comprehensive income (loss) | 86,491 | 86,491 | |||
Issuance of common stock, net (in shares) | 12,650,000 | ||||
Issuance of common stock, net | 29,714,597 | $ 12,650 | 29,701,947 | ||
Exercise of warrants (in shares) | 161,242 | ||||
Exercise of warrants | 524,037 | $ 161 | 523,876 | ||
Share based compensation | 74,720 | 74,720 | |||
Ending Balance, issued and outstanding (in shares) at Sep. 30, 2020 | 44,916,926 | ||||
Ending Balance at Sep. 30, 2020 | $ 58,532,448 | $ 44,917 | $ 201,402,983 | $ (490,153) | $ (142,425,299) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Operating activities | ||
Net loss | $ (10,283,090) | $ (9,808,885) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,082,261 | 928,476 |
Share-based compensation | 383,964 | 653,452 |
Gain on disposal of equipment | (1,816) | (8,548) |
Other non-cash charges | 41,967 | 0 |
Changes in operating assets and liabilities: | ||
Other receivables | (8,252) | 45,880 |
Inventory | (1,638,981) | (400,716) |
Prepaid expenses and other assets | (527,913) | (43,404) |
Accounts payable and accrued liabilities | 366,403 | 345,569 |
Net cash used in operating activities | (10,585,457) | (8,288,176) |
Investing activities | ||
Purchase of property, plant and equipment | (2,640,039) | (1,824,831) |
Proceeds from sale of equipment | 99,816 | 8,548 |
Proceeds from legal settlement, net | 1,014,008 | 0 |
Other investing activities | (18,900) | 12 |
Net cash used in investing activities | (1,545,115) | (1,816,271) |
Financing activities | ||
Proceeds from issuance of debt | 4,221,130 | 900,767 |
Payment of debt issuance costs | (91,620) | 0 |
Repayment of term debt | (49,862) | (57,001) |
Proceeds from the issuance of common stock, net | 44,236,301 | 12,395,348 |
Proceeds from the exercise of stock options and warrants, net | 524,037 | 272,416 |
Net cash provided by financing activities | 48,839,986 | 13,511,530 |
Effect of exchange rate changes on cash | (18,792) | 15,993 |
Net change in cash, cash equivalents and restricted cash | 36,690,622 | 3,423,076 |
Cash, cash equivalents and restricted cash at beginning of period | 2,798,744 | 3,002,557 |
Cash, cash equivalents and restricted cash at the end of period | 39,489,366 | 6,425,633 |
Supplemental disclosure of cash flow information and non-cash transactions: | ||
Interest paid in cash | 47,275 | 45,483 |
Property and equipment included in accounts payable and accrued liabilities | $ 517,344 | $ 119,541 |
Nature of business and organiza
Nature of business and organization | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of business and organization | Nature of business and organization AquaBounty Technologies, Inc. (the “Parent” and, together with its subsidiaries, the “Company”) was incorporated in December 1991 in the State of Delaware for the purpose of conducting research and development of the commercial viability of a group of proteins commonly known as antifreeze proteins. In 1996, the Parent obtained the exclusive licensing rights for a gene construct (transgene) used to create a breed of farm-raised Atlantic salmon that exhibit growth rates that are substantially faster than 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. Operations at the site concluded 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
Basis of presentation | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Basis of presentation The unaudited interim consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participações Ltda. The entities are collectively referred to herein as the “Company.” All intercompany transactions and balances have been eliminated upon consolidation. The unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related footnotes for the year ended December 31, 2019. The unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of September 30, 2020, and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. The unaudited interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements, as allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. Certain balances in the 2019 financial statements have been reclassified to conform with the presentation of the 2020 unaudited interim consolidated 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 $142.4 million as of September 30, 2020. At September 30, 2020, the Company’s cash balance totaled $39.5 million. 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 current cash balance, along with the expected revenues from its farms, will meet the Company’s cash requirements for at least the next twelve months from the filing date, taking into consideration the foreseeable financial impact of delays or other events associated with the COVID-19 pandemic. Management also has the discretion to reduce spending and delay capital projects if necessary, in order to preserve cash. 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. The current COVID-19 pandemic has introduced uncertainty into the financial markets and, as a result, future funding sources may be more difficult to obtain, if at all. Inventories Inventories are mainly comprised 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. 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. 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. Net loss per share Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss by the weighted average number of Common Shares outstanding during the period. Basic net loss is based solely on the number of Common Shares outstanding during the period. Fully diluted net loss per share includes the number of Common Shares potentially issuable upon the exercise of warrants and options with an exercise price less than the fair value of the Common Shares. 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. At September 30, 2020, the Company had 2,164,610 potentially dilutive securities outstanding, consisting of 1,501,062 warrants and 663,548 stock options. Accounting Pronouncements Management does not expect any recently issued, but not yet effective, accounting standards to have a material effect on its results of operations or financial condition. |
Risks and uncertainties
Risks and uncertainties | 9 Months Ended |
Sep. 30, 2020 | |
Risks and Uncertainties [Abstract] | |
Risks and uncertainties | Risks and uncertainties In addition to the risks inherent in the Company’s industry and its stage of commercialization, the impact of the COVID-19 pandemic introduces a novel risk that is difficult to assess or predict. To date, the Company’s farm operations have not been adversely affected by the pandemic, although the Company has made modifications to its biosecurity procedures and its farm sites to adapt to local requirements and to provide a safe work environment. The Company has experienced delays in capital projects due to the pandemic, including a delay in the completion of its processing facility at the Indiana farm. The delay in the completion of this project is expected to continue into the fourth quarter of 2020 and the Company is therefore utilizing third party alternatives for fish processing in the interim. The Company has also seen a reduction in the market price for Atlantic salmon due to the pandemic’s impact on demand in the food service sector. This has had a negative impact on the Company’s revenue and inventory value in the current quarter and is likely to continue for the near-term. Concentration of credit risk Financial instruments that potentially subject the Company to credit risk consist principally of cash, cash equivalents and restricted cash. This risk is minimized by the Company’s policy of investing in financial instruments with short-term maturities issued by highly rated financial institutions. The Company’s cash, cash equivalents and restricted cash balances may at times exceed insurance limitations. The Company holds cash balances in bank accounts located in Canada to fund its local operations. These amounts are subject to foreign currency exchange risk, which is mitigated by the Company’s policy to limit the balances held in these accounts. Balances in Canadian bank accounts totaled $133 thousand at September 30, 2020. |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Major classifications of inventory are summarized as follows: September 30, December 31, 2020 2019 Feed $ 221,300 $ 251,778 Eggs and fry 41,151 55,887 Packaging 3,105 — Fish in process 2,603,914 924,384 Total inventory $ 2,869,470 $ 1,232,049 |
Property, plant and equipment
Property, plant and equipment | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property, plant and equipment | Property, plant and equipment Major classifications of property, plant and equipment are summarized as follows: September 30, December 31, 2020 2019 Land $ 711,073 $ 718,586 Building and improvements 13,717,243 13,297,489 Construction in process 2,257,913 2,105,873 Equipment 13,369,665 12,275,619 Office furniture and equipment 200,862 201,813 Vehicles 27,365 28,097 Total property and equipment $ 30,284,121 $ 28,627,477 Less accumulated depreciation and amortization (4,584,978) (3,561,641) Property, plant and equipment, net $ 25,699,143 $ 25,065,836 Included in construction in process is $1.9 million for construction related to the Rollo Bay farm site. An additional $185 thousand has been committed. Included in construction in process is $407 thousand for construction related to the Indiana farm site. An additional $1.3 million has been committed. In December 2019, the Company reclassified certain feed mill equipment at the Indiana farm as held for sale, a component of prepaid expenses and other current assets, and adjusted the carrying value to fair value less estimated selling costs. During the first quarter of 2020, the equipment was sold, resulting in proceeds of $98 thousand. No gain or loss was recognized upon the sale of the equipment. In March 2020, the Company settled an outstanding legal claim against a third party resulting in net proceeds of $1.0 million. The proceeds received reduced the carrying value of the acquired equipment. Depreciation on these items has been recalculated prospectively over their remaining useful lives. |
Accounts payable and accrued li
Accounts payable and accrued liabilities | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Accounts payable and accrued liabilities | Accounts payable and accrued liabilities Accounts payable and accrued liabilities include the following: September 30, December 31, 2020 2019 Accounts payable $ 983,709 $ 809,444 Accrued payroll including vacation 414,228 236,489 Accrued professional fees and contract services 295,272 346,349 Accrued construction costs 277,268 — Accrued taxes and other 146,400 70,527 Accounts payable and accrued liabilities $ 2,116,877 $ 1,462,809 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | Debt The current material terms and conditions of debt outstanding are as follows: Original loan amount Interest Monthly Maturity September 30, 2020 December 31, 2019 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,148,770 $ 2,206,208 ACOA term loan (C$337,000) 0% C$3,120 June 2026 172,774 184,583 ACOA term loan (C$500,000) 0% C$4,630 November 2028 363,708 384,100 Kubota Canada Ltd. (C$95,961) 0% C$1,142 January 2025 44,446 53,533 Finance PEI term loan (C$2,717,093) 4% C$16,313 November 2023 1,938,608 1,766,783 First Farmers Bank &Trust ($4,000,000) 5.375% $56,832 October 2028 4,000,000 — Total debt $ 8,668,306 $ 4,595,207 less: debt issuance costs (90,253) — less: current portion (152,501) (163,155) Long-term debt $ 8,425,552 $ 4,432,052 Estimated principal payments remaining on loan debt are as follows: Year AIF ACOA FPEI Kubota FFBT Total 2020 $ — $ 17,396 $ 17,982 $ 2,564 $ — $ 37,942 2021 — 69,583 73,337 10,257 116,675 269,852 2022 — 69,583 76,325 10,257 482,306 638,471 2023 — 69,582 1,770,964 10,256 509,256 2,360,058 2024 — 69,582 — 10,257 537,276 617,115 Thereafter 2,148,770 240,756 — 855 2,354,487 4,744,868 Total $ 2,148,770 $ 536,482 $ 1,938,608 $ 44,446 $ 4,000,000 $ 8,668,306 In response to the COVID-19 pandemic, the Company was informed by Atlantic Canada Opportunities Agency (ACOA) on March 19, 2020, that all payments to the Canadian government would be deferred for three months, commencing April 1, 2020. On June 15, 2020, the Company was informed that payments would be deferred an additional three months, recommencing October 1, 2020. On October 14, 2020, the Company was informed that payments would continue to be deferred until further notice. A revised loan amortization schedule has not yet been received from ACOA. In 2018, the Canadian Subsidiary obtained a new loan from Finance PEI (FPEI) in the amount of C$2.0 million ($1.5 million). 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. On March 24, 2020, the Company was informed by FPEI that all payments would be deferred for three months due to the pandemic. On April 23, 2020, the Canadian Subsidiary received the final C$300 thousand ($221 thousand) of funds available under the loan. Payments on the loan recommenced on August 1, 2020. On July 31, 2020, the Company’s Indiana Subsidiary obtained a $4.0 million loan from First Farmers Bank and Trust. Net proceeds were $3.9 million after deducting $90 thousand in loan settlement costs. The loan bears interest at a rate of 5.375% for the first five years. On July 31, 2025 the interest rate resets to the then US Treasury 5-year maturities rate plus 5% and remains fixed at that rate through maturity on October 1, 2028. The note requires interest only payments for the first 13 months, followed by monthly principal and interest payments of approximately $57 thousand through maturity. Proceeds from the loan may be used for the purpose of performing equipment upgrades, purchasing equipment and other improvements to the Indiana farm. The Company must comply with certain financial and non-financial covenants. The loan is also subject to certain prepayment penalties and is secured by the assets of the Indiana subsidiary and a guarantee by the Parent. The loan agreement requires the Company to maintain a $500 thousand minimum cash balance with the bank throughout the loan term. This amount is reflected as restricted cash on the balance sheet. The Company recognized interest expense of $73 thousand and $44 thousand for the nine months ended September 30, 2020 and 2019, respectively, on its interest-bearing debt. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Leases | LeasesLease expense for the nine months ended September 30, 2020 and 2019, amounted to $60 thousand and $102 thousand, respectively. The weighted average remaining lease term of the Company’s operating leases was 23 years as of September 30, 2020. Lease payments included in operating cash flows totaled $63 thousand and $122 thousand for the nine months ended September 30, 2020 and 2019, respectively. The table below summarizes the Company’s lease obligations and remaining payments at September 30, 2020: September 30, 2020 December 31, 2019 Lease Type End Date Remaining Years Remaining Payments Lease Liability Remaining Payments Lease Liability Maynard Office Lease Operating Mar 2023 2.5 $ 167,374 $ 147,541 $ 215,556 $ 186,323 Indiana Auto Lease Operating Feb 2021 0.4 2,368 2,034 5,999 5,533 Indiana Well Lease Operating Dec 2048 28.3 690,691 219,226 702,341 223,238 Total leases $ 860,433 $ 368,801 $ 923,896 $ 415,094 Less: current portion (84,220) (62,627) (85,011) (62,286) Long-term leases $ 776,213 $ 306,174 $ 838,885 $ 352,808 Remaining payments under leases are as follows at September 30, 2020: Year Office Auto Well Total 2020 $ 16,456 $ 1,211 $ 3,883 $ 21,550 2021 66,416 1,157 15,998 83,571 2022 67,602 — 16,478 84,080 2023 16,900 — 16,972 33,872 2024 — — 17,481 17,481 Thereafter — — 619,879 619,879 Total Lease Payments $ 167,374 $ 2,368 $ 690,691 $ 860,433 |
Stockholders' equity
Stockholders' equity | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Stockholders' equity | Stockholders’ equity Recent issuances On February 12, 2020, the Company completed a public offering of 10,350,000 Common Shares. Net proceeds to the Company were $14.5 million after deducting discounts, fees, and expenses. TS Biotechnology Holdings, which is managed by Third Security and is controlled by Randal J. Kirk, our largest shareholder, participated in this offering, purchasing 5,175,000 Common Shares for a total of approximately $7.8 million in gross proceeds. On May 6, 2020, the Company issued 20,000 restricted common shares to a consultant. The Company recorded a charge of $41 thousand in conjunction with the share issuance. On August 7, 2020, the Company completed a public offering of 11,000,000 Common Shares. Net proceeds to the Company were $25.8 million after deducting discounts, fees, and expenses. TS Biotechnology Holdings, which is managed by Third Security and is controlled by Randal J. Kirk, our largest shareholder, participated in this offering, purchasing 4,000,000 Common Shares for a total of approximately $10 million in gross proceeds. On August 17, 2020, the Company issued 1,650,000 Common Shares in conjunction with the overallotment exercise by the underwriters in the August 7, 2020 offering. Net proceeds to the Company were $3.9 million after deducting discounts, fees, and expenses. Warrants The following table summarizes information about outstanding warrants at September 30, 2020: Number of Weighted average Outstanding at December 31, 2019 1,662,304 $3.25 Exercised (161,242) 3.25 Outstanding at September 30, 2020 1,501,062 $3.25 Exercisable at September 30, 2020 1,501,062 $3.25 During the nine months ended September 30, 2020, the Company issued 161,242 Common Shares at $3.25 per share in conjunction with the exercise of warrants, with total proceeds of $524 thousand. Share-based compensation At September 30, 2020, the Company has reserved 1,658,315 shares of common stock issuable upon the exercise of outstanding stock options and future issuances under its 2006 and 2016 Equity Incentive Plans. Restricted stock A summary of the Company’s shares of restricted stock as of September 30, 2020, is as follows: Shares Weighted Balance at December 31, 2019 39,900 $2.31 Granted 100,319 1.88 Vested (61,894) 2.10 Balance at September 30, 2020 78,325 $1.92 During the nine months ended September 30, 2020 and 2019, the Company expensed $160 thousand and $279 thousand, respectively, related to the restricted stock awards. At September 30, 2020, the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $121 thousand. The period over which the unearned share-based compensation is expected to be earned is approximately 2.5 years. Stock options The Company’s option activity is summarized as follows: Number of Weighted average Outstanding at December 31, 2019 573,925 $4.94 Issued 104,458 1.99 Expired (14,835) 11.62 Outstanding at September 30, 2020 663,548 $4.33 Exercisable at September 30, 2020 587,738 $4.64 Unless otherwise indicated, options issued to employees, members of the Board of Directors, and non-employees are vested daily over one The fair values of stock option grants to employees and members of the Board of Directors during 2020 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: May 2020 March 2020 January 2020 Expected volatility 104% 102% 101% Risk free interest rate 0.31% 0.66% 1.67% Expected dividend yield 0% 0% 0% Expected life (in years) 5 5 5 The weighted average fair value of stock options granted during the nine months ended September 30, 2020, was $1.49. The total intrinsic value of all options outstanding was $1.2 million and $1 thousand at September 30, 2020, and December 31, 2019, respectively. The total intrinsic value of exercisable options was $1 million at September 30, 2020, and $1 thousand at December 31, 2019, respectively. The following table summarizes information about options outstanding and exercisable at September 30, 2020: Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable Weighted average exercise price of outstanding and exercisable options $1.88 - $2.50 531,519 8.5 455,709 $3.30 - $6.90 37,139 1.8 37,139 $7.50 - $10.80 21,303 3.6 21,303 $14.20 - $23.40 73,587 5.6 73,587 663,548 587,738 $4.64 Total share-based compensation on stock options amounted to $224 thousand and $374 thousand for the nine months ended September 30, 2020 and 2019, respectively. At September 30, 2020, the balance of unearned share-based compensation to be |
Commitments and contingencies
Commitments and contingencies | 9 Months Ended |
Sep. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingencies | Commitments and contingencies The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. See Note 5 for commitments related to our renovation and construction costs. There have been no other material changes to the commitments and contingencies disclosed in our Annual Report on Form 10-K as of and for the year ended December 31, 2019. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Department of Fisheries and Oceans Loan The Canadian Subsidiary has been approved for a loan from the Department of Fisheries and Oceans in Canada. The loan amount is for C$1.9 million ($1.4 million), the interest rate is 0% and monthly repayments of C$16,865 ($12,650) will commence in March 2023 for a term of 9.5 years. Proceeds will be used to complete construction on the Canadian Subsidiary’s broodstock facility at its Rollo Bay site. Special Shareholder Meeting The Company has filed a preliminary Proxy Statement for a special Shareholder Meeting to seek approval for an increase in the number of authorized shares of common stock from 50 million to 80 million shares. The Special Shareholder Meeting is to be held on November 19, 2020. |
Basis of presentation (Policies
Basis of presentation (Policies) | 9 Months Ended |
Sep. 30, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Consolidation | The unaudited interim consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries, AQUA Bounty Canada Inc.; AquaBounty Panama, S. de R.L.; AquaBounty Farms, Inc.; AquaBounty Farms Indiana LLC; and AquaBounty Brasil Participações Ltda. The entities are collectively referred to herein as the “Company.” All intercompany transactions and balances have been eliminated upon consolidation. |
Basis of presentation | The unaudited interim consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) consistent with those applied in, and should be read in conjunction with, the Company’s audited financial statements and related footnotes for the year ended December 31, 2019. The unaudited interim consolidated financial statements reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the Company’s financial position as of September 30, 2020, and its results of operations and cash flows for the interim periods presented and are not necessarily indicative of results for subsequent interim periods or for the full year. The unaudited interim consolidated financial statements do not include all of the information and footnotes required by GAAP for complete financial statements, as allowed by the relevant SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. |
Inventories | Inventories are mainly comprised 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. |
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. 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. |
Net loss per share | Basic and diluted net loss per share available to common stockholders has been calculated by dividing net loss by the weighted average number of Common Shares outstanding during the period. Basic net loss is based solely on the number of Common Shares outstanding during the period. Fully diluted net loss per share includes the number of Common Shares potentially issuable upon the exercise of warrants and options with an exercise price less than the fair value of the Common Shares. Since the Company is reporting a net loss for all periods presented, all potential Common Shares are considered anti-dilutive and are excluded from the calculation of diluted net loss per share. |
Accounting Pronouncements | 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. |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Major classifications of inventory | Major classifications of inventory are summarized as follows: September 30, December 31, 2020 2019 Feed $ 221,300 $ 251,778 Eggs and fry 41,151 55,887 Packaging 3,105 — Fish in process 2,603,914 924,384 Total inventory $ 2,869,470 $ 1,232,049 |
Property, plant and equipment (
Property, plant and equipment (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Property, Plant and Equipment [Abstract] | |
Major classifications of property, plant and equipment | Major classifications of property, plant and equipment are summarized as follows: September 30, December 31, 2020 2019 Land $ 711,073 $ 718,586 Building and improvements 13,717,243 13,297,489 Construction in process 2,257,913 2,105,873 Equipment 13,369,665 12,275,619 Office furniture and equipment 200,862 201,813 Vehicles 27,365 28,097 Total property and equipment $ 30,284,121 $ 28,627,477 Less accumulated depreciation and amortization (4,584,978) (3,561,641) Property, plant and equipment, net $ 25,699,143 $ 25,065,836 |
Accounts payable and accrued _2
Accounts payable and accrued liabilities (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued liabilities include the following: September 30, December 31, 2020 2019 Accounts payable $ 983,709 $ 809,444 Accrued payroll including vacation 414,228 236,489 Accrued professional fees and contract services 295,272 346,349 Accrued construction costs 277,268 — Accrued taxes and other 146,400 70,527 Accounts payable and accrued liabilities $ 2,116,877 $ 1,462,809 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Debt Disclosure [Abstract] | |
Material terms and conditions of outstanding debt | The current material terms and conditions of debt outstanding are as follows: Original loan amount Interest Monthly Maturity September 30, 2020 December 31, 2019 ACOA AIF grant (C$2,871,919) 0% Royalties - $ 2,148,770 $ 2,206,208 ACOA term loan (C$337,000) 0% C$3,120 June 2026 172,774 184,583 ACOA term loan (C$500,000) 0% C$4,630 November 2028 363,708 384,100 Kubota Canada Ltd. (C$95,961) 0% C$1,142 January 2025 44,446 53,533 Finance PEI term loan (C$2,717,093) 4% C$16,313 November 2023 1,938,608 1,766,783 First Farmers Bank &Trust ($4,000,000) 5.375% $56,832 October 2028 4,000,000 — Total debt $ 8,668,306 $ 4,595,207 less: debt issuance costs (90,253) — less: current portion (152,501) (163,155) Long-term debt $ 8,425,552 $ 4,432,052 |
Estimated principal payments on loan debt | Estimated principal payments remaining on loan debt are as follows: Year AIF ACOA FPEI Kubota FFBT Total 2020 $ — $ 17,396 $ 17,982 $ 2,564 $ — $ 37,942 2021 — 69,583 73,337 10,257 116,675 269,852 2022 — 69,583 76,325 10,257 482,306 638,471 2023 — 69,582 1,770,964 10,256 509,256 2,360,058 2024 — 69,582 — 10,257 537,276 617,115 Thereafter 2,148,770 240,756 — 855 2,354,487 4,744,868 Total $ 2,148,770 $ 536,482 $ 1,938,608 $ 44,446 $ 4,000,000 $ 8,668,306 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Leases [Abstract] | |
Operating lease obligations and remaining payments | The table below summarizes the Company’s lease obligations and remaining payments at September 30, 2020: September 30, 2020 December 31, 2019 Lease Type End Date Remaining Years Remaining Payments Lease Liability Remaining Payments Lease Liability Maynard Office Lease Operating Mar 2023 2.5 $ 167,374 $ 147,541 $ 215,556 $ 186,323 Indiana Auto Lease Operating Feb 2021 0.4 2,368 2,034 5,999 5,533 Indiana Well Lease Operating Dec 2048 28.3 690,691 219,226 702,341 223,238 Total leases $ 860,433 $ 368,801 $ 923,896 $ 415,094 Less: current portion (84,220) (62,627) (85,011) (62,286) Long-term leases $ 776,213 $ 306,174 $ 838,885 $ 352,808 |
Remaining payments under leases | Remaining payments under leases are as follows at September 30, 2020: Year Office Auto Well Total 2020 $ 16,456 $ 1,211 $ 3,883 $ 21,550 2021 66,416 1,157 15,998 83,571 2022 67,602 — 16,478 84,080 2023 16,900 — 16,972 33,872 2024 — — 17,481 17,481 Thereafter — — 619,879 619,879 Total Lease Payments $ 167,374 $ 2,368 $ 690,691 $ 860,433 |
Stockholders' equity (Tables)
Stockholders' equity (Tables) | 9 Months Ended |
Sep. 30, 2020 | |
Equity [Abstract] | |
Schedule of outstanding warrants | The following table summarizes information about outstanding warrants at September 30, 2020: Number of Weighted average Outstanding at December 31, 2019 1,662,304 $3.25 Exercised (161,242) 3.25 Outstanding at September 30, 2020 1,501,062 $3.25 Exercisable at September 30, 2020 1,501,062 $3.25 |
Schedule of restricted stock activity | A summary of the Company’s shares of restricted stock as of September 30, 2020, is as follows: Shares Weighted Balance at December 31, 2019 39,900 $2.31 Granted 100,319 1.88 Vested (61,894) 2.10 Balance at September 30, 2020 78,325 $1.92 |
Schedule of stock option activity | The Company’s option activity is summarized as follows: Number of Weighted average Outstanding at December 31, 2019 573,925 $4.94 Issued 104,458 1.99 Expired (14,835) 11.62 Outstanding at September 30, 2020 663,548 $4.33 Exercisable at September 30, 2020 587,738 $4.64 |
Fair value of stock option grants | The fair values of stock option grants to employees and members of the Board of Directors during 2020 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: May 2020 March 2020 January 2020 Expected volatility 104% 102% 101% Risk free interest rate 0.31% 0.66% 1.67% Expected dividend yield 0% 0% 0% Expected life (in years) 5 5 5 |
Summary of options outstanding and exercisable | The following table summarizes information about options outstanding and exercisable at September 30, 2020: Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable Weighted average exercise price of outstanding and exercisable options $1.88 - $2.50 531,519 8.5 455,709 $3.30 - $6.90 37,139 1.8 37,139 $7.50 - $10.80 21,303 3.6 21,303 $14.20 - $23.40 73,587 5.6 73,587 663,548 587,738 $4.64 |
Basis of presentation (Details)
Basis of presentation (Details) - USD ($) | 9 Months Ended | |||
Sep. 30, 2020 | Dec. 31, 2019 | Sep. 30, 2019 | Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Accumulated deficit | $ 142,425,299 | $ 132,142,209 | ||
Cash balance | $ 39,489,366 | $ 2,798,744 | $ 6,425,633 | $ 3,002,557 |
Debt Instrument [Line Items] | ||||
Potentially dilutive securities outstanding (in shares) | 2,164,610 | |||
Warrant | ||||
Debt Instrument [Line Items] | ||||
Potentially dilutive securities outstanding (in shares) | 1,501,062 | |||
Stock options | ||||
Debt Instrument [Line Items] | ||||
Potentially dilutive securities outstanding (in shares) | 663,548 |
Risks and uncertainties (Detail
Risks and uncertainties (Details) $ in Thousands | Sep. 30, 2020USD ($) |
Concentration of credit risk | Cash | Canada | |
Concentration Risk [Line Items] | |
Balance in Canadian bank accounts | $ 133 |
Inventory (Details)
Inventory (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Inventory [Line Items] | ||
Inventory | $ 2,869,470 | $ 1,232,049 |
Feed | ||
Inventory [Line Items] | ||
Inventory | 221,300 | 251,778 |
Eggs and fry | ||
Inventory [Line Items] | ||
Inventory | 41,151 | 55,887 |
Packaging | ||
Inventory [Line Items] | ||
Inventory | 3,105 | 0 |
Fish in process | ||
Inventory [Line Items] | ||
Inventory | $ 2,603,914 | $ 924,384 |
Property, plant and equipment -
Property, plant and equipment - Schedule of property, plant and equipment (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 30,284,121 | $ 28,627,477 |
Less accumulated depreciation and amortization | (4,584,978) | (3,561,641) |
Property, plant and equipment, net | 25,699,143 | 25,065,836 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 711,073 | 718,586 |
Building and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,717,243 | 13,297,489 |
Construction in process | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,257,913 | 2,105,873 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 13,369,665 | 12,275,619 |
Office furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 200,862 | 201,813 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 27,365 | $ 28,097 |
Property, plant and equipment_2
Property, plant and equipment - Additional Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2020 | Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Property, Plant and Equipment [Line Items] | |||||
Construction in process | $ 30,284,121 | $ 28,627,477 | |||
Gain on disposal of equipment | 1,816 | $ 8,548 | |||
Proceeds from legal settlement, net | $ 1,000,000 | 1,014,008 | $ 0 | ||
Capital Additions | Rollo Bay farm site | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment cost commitment | 185,000 | ||||
Capital Additions | Indian farm site | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant, and equipment cost commitment | 1,300,000 | ||||
Construction in process | |||||
Property, Plant and Equipment [Line Items] | |||||
Construction in process | 2,257,913 | 2,105,873 | |||
Construction in process | Rollo Bay farm site | |||||
Property, Plant and Equipment [Line Items] | |||||
Construction in process | 1,900,000 | ||||
Construction in process | Indian farm site | |||||
Property, Plant and Equipment [Line Items] | |||||
Construction in process | 407,000 | ||||
Equipment | |||||
Property, Plant and Equipment [Line Items] | |||||
Construction in process | $ 13,369,665 | $ 12,275,619 | |||
Proceeds from sale of equipment | $ 98,000 | ||||
Gain on disposal of equipment | $ 0 |
Accounts payable and accrued _3
Accounts payable and accrued liabilities (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accounts payable | $ 983,709 | $ 809,444 |
Accrued payroll including vacation | 414,228 | 236,489 |
Accrued professional fees and contract services | 295,272 | 346,349 |
Accrued construction costs | 277,268 | 0 |
Accrued taxes and other | 146,400 | 70,527 |
Accounts payable and accrued liabilities | $ 2,116,877 | $ 1,462,809 |
Debt - Schedule of Debt (Detail
Debt - Schedule of Debt (Details) | 9 Months Ended | ||||
Sep. 30, 2020USD ($) | Sep. 30, 2020CAD ($) | Sep. 30, 2020CAD ($) | Jul. 31, 2020USD ($) | Dec. 31, 2019USD ($) | |
Debt Instrument [Line Items] | |||||
Total | $ 8,668,306 | $ 4,595,207 | |||
less: debt issuance costs | (90,253) | 0 | |||
less: current portion | (152,501) | (163,155) | |||
Long-term debt, net | $ 8,425,552 | 4,432,052 | |||
Grant | ACOA AIF grant (C$2,871,919) | |||||
Debt Instrument [Line Items] | |||||
Original loan amount | $ 2,871,919 | ||||
Interest rate | 0.00% | 0.00% | |||
Total | $ 2,148,770 | 2,206,208 | |||
Secured debt | ACOA term loan (C$337,000) | |||||
Debt Instrument [Line Items] | |||||
Original loan amount | $ 337,000 | ||||
Interest rate | 0.00% | 0.00% | |||
Monthly repayment | $ 3,120 | ||||
Total | $ 172,774 | 184,583 | |||
Secured debt | ACOA term loan (C$500,000) | |||||
Debt Instrument [Line Items] | |||||
Original loan amount | $ 500,000 | ||||
Interest rate | 0.00% | 0.00% | |||
Monthly repayment | 4,630 | ||||
Total | $ 363,708 | 384,100 | |||
Secured debt | Kubota Canada Ltd. (C$95,961) | |||||
Debt Instrument [Line Items] | |||||
Original loan amount | $ 95,961 | ||||
Interest rate | 0.00% | 0.00% | |||
Monthly repayment | 1,142 | ||||
Total | $ 44,446 | 53,533 | |||
Secured debt | Finance PEI term loan (C$2,717,093) | |||||
Debt Instrument [Line Items] | |||||
Original loan amount | $ 2,717,093 | ||||
Interest rate | 4.00% | 4.00% | |||
Monthly repayment | $ 16,313 | ||||
Total | $ 1,938,608 | 1,766,783 | |||
Secured debt | First Farmers Bank &Trust ($4,000,000) | |||||
Debt Instrument [Line Items] | |||||
Original loan amount | $ 4,000,000 | $ 4,000,000 | |||
Interest rate | 5.375% | 5.375% | 5.375% | ||
Monthly repayment | $ 56,832 | ||||
Total | $ 4,000,000 | $ 0 |
Debt - Debt Maturities (Details
Debt - Debt Maturities (Details) | Sep. 30, 2020USD ($) |
Year | |
2020 | $ 37,942 |
2021 | 269,852 |
2022 | 638,471 |
2023 | 2,360,058 |
2024 | 617,115 |
Thereafter | 4,744,868 |
Total | 8,668,306 |
Atlantic Canada Opportunities Agency AIF Grant | |
Year | |
2020 | 0 |
2021 | 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
Thereafter | 2,148,770 |
Total | 2,148,770 |
Atlantic Canada Opportunities Agency Term Loan | |
Year | |
2020 | 17,396 |
2021 | 69,583 |
2022 | 69,583 |
2023 | 69,582 |
2024 | 69,582 |
Thereafter | 240,756 |
Total | 536,482 |
PEI Finance Term Loan | |
Year | |
2020 | 17,982 |
2021 | 73,337 |
2022 | 76,325 |
2023 | 1,770,964 |
2024 | 0 |
Thereafter | 0 |
Total | 1,938,608 |
Kubota Canada Ltd | |
Year | |
2020 | 2,564 |
2021 | 10,257 |
2022 | 10,257 |
2023 | 10,256 |
2024 | 10,257 |
Thereafter | 855 |
Total | 44,446 |
First Farmers Bank & Trust | |
Year | |
2020 | 0 |
2021 | 116,675 |
2022 | 482,306 |
2023 | 509,256 |
2024 | 537,276 |
Thereafter | 2,354,487 |
Total | $ 4,000,000 |
Debt - Additional Information (
Debt - Additional Information (Details) $ in Thousands | Jul. 31, 2020USD ($) | Apr. 23, 2020USD ($) | Apr. 23, 2020CAD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2019USD ($) | Oct. 01, 2028 | Oct. 01, 2028USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2018CAD ($) |
Debt Instrument [Line Items] | |||||||||
Loan proceeds | $ 4,221,130 | $ 900,767 | |||||||
Loan settlement costs | 91,620 | 0 | |||||||
Interest expense on debt | 73,000 | $ 44,000 | |||||||
PEI Finance Term Loan October 2018 | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Original loan amount | $ 1,500,000 | $ 2,000 | |||||||
Interest rate | 4.00% | 4.00% | |||||||
Loan proceeds | $ 221,000 | $ 300 | |||||||
First Farmers Bank & Trust | Secured debt | |||||||||
Debt Instrument [Line Items] | |||||||||
Original loan amount | $ 4,000,000 | $ 4,000,000 | |||||||
Interest rate | 5.375% | 5.375% | |||||||
Loan proceeds | $ 3,900,000 | ||||||||
Loan settlement costs | $ 90,000 | ||||||||
Interest rate, period | 5 years | ||||||||
Interest only payment period | 13 months | ||||||||
Monthly repayment | $ 56,832 | ||||||||
Covenant, minimum cash balance | $ 500,000 | ||||||||
First Farmers Bank & Trust | Secured debt | Forecast | |||||||||
Debt Instrument [Line Items] | |||||||||
Monthly repayment | $ 57,000 | ||||||||
First Farmers Bank & Trust | Secured debt | Forecast | US Treasury 5-year maturities rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 5.00% |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Leases [Abstract] | ||
Lease expense | $ 60 | $ 102 |
Weighted average remaining lease term, all operating leases | 23 years | |
Lease payments | $ 63 | $ 122 |
Leases - Lease Obligations (Det
Leases - Lease Obligations (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Remaining Years | 23 years | |
Remaining Payments | $ 860,433 | $ 923,896 |
Less: remaining payments, current portion | (84,220) | (85,011) |
Remaining payments, long-term leases | 776,213 | 838,885 |
Lease Liability | 368,801 | 415,094 |
Less: lease liability, current portion | (62,627) | (62,286) |
Lease liability, long-term leases | $ 306,174 | 352,808 |
Office | ||
Property, Plant and Equipment [Line Items] | ||
Remaining Years | 2 years 6 months | |
Remaining Payments | $ 167,374 | 215,556 |
Lease Liability | $ 147,541 | 186,323 |
Auto | ||
Property, Plant and Equipment [Line Items] | ||
Remaining Years | 4 months 24 days | |
Remaining Payments | $ 2,368 | 5,999 |
Lease Liability | $ 2,034 | 5,533 |
Well | ||
Property, Plant and Equipment [Line Items] | ||
Remaining Years | 28 years 3 months 18 days | |
Remaining Payments | $ 690,691 | 702,341 |
Lease Liability | $ 219,226 | $ 223,238 |
Leases - Remaining Lease Paymen
Leases - Remaining Lease Payments (Details) - USD ($) | Sep. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
2020 | $ 21,550 | |
2021 | 83,571 | |
2022 | 84,080 | |
2023 | 33,872 | |
2024 | 17,481 | |
Thereafter | 619,879 | |
Remaining Payments | 860,433 | $ 923,896 |
Office | ||
Property, Plant and Equipment [Line Items] | ||
2020 | 16,456 | |
2021 | 66,416 | |
2022 | 67,602 | |
2023 | 16,900 | |
2024 | 0 | |
Thereafter | 0 | |
Remaining Payments | 167,374 | 215,556 |
Auto | ||
Property, Plant and Equipment [Line Items] | ||
2020 | 1,211 | |
2021 | 1,157 | |
2022 | 0 | |
2023 | 0 | |
2024 | 0 | |
Thereafter | 0 | |
Remaining Payments | 2,368 | 5,999 |
Well | ||
Property, Plant and Equipment [Line Items] | ||
2020 | 3,883 | |
2021 | 15,998 | |
2022 | 16,478 | |
2023 | 16,972 | |
2024 | 17,481 | |
Thereafter | 619,879 | |
Remaining Payments | $ 690,691 | $ 702,341 |
Stockholders' equity - Recent I
Stockholders' equity - Recent Issuances (Details) - USD ($) | Aug. 17, 2020 | Aug. 07, 2020 | May 06, 2020 | Feb. 12, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Charge in conjunction with share issuance | $ 29,714,597 | $ 40,600 | $ 14,521,704 | $ 5,785,693 | $ 6,609,655 | ||||
Common Stock | February 2020 Public Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issued (in shares) | 10,350,000 | ||||||||
Proceeds from common shares offering | $ 14,500,000 | ||||||||
Common Stock | February 2020 Public Offering | Affiliated entity | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issued (in shares) | 5,175,000 | ||||||||
Proceeds from common shares offering | $ 7,800,000 | ||||||||
Common Stock | May 2020 Common Shares Issuance | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issued (in shares) | 20,000 | ||||||||
Charge in conjunction with share issuance | $ 41,000 | ||||||||
Common Stock | August 2020 Public Offering | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issued (in shares) | 11,000,000 | ||||||||
Proceeds from common shares offering | $ 25,800,000 | ||||||||
Common Stock | August 2020 Public Offering | Affiliated entity | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issued (in shares) | 4,000,000 | ||||||||
Proceeds from common shares offering | $ 10,000,000 | ||||||||
Common Stock | Overallotment Exercise | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||
Issued (in shares) | 1,650,000 | ||||||||
Proceeds from common shares offering | $ 3,900,000 |
Stockholders' equity - Warrants
Stockholders' equity - Warrants (Details) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2020 | |
Weighted average exercise price | |
Total proceeds | $ 524 |
Warrant | |
Number of warrant shares | |
Outstanding (in shares) | 1,662,304 |
Exercise of warrants (in shares) | 161,242 |
Outstanding (in shares) | 1,501,062 |
Exercisable (in shares) | 1,501,062 |
Weighted average exercise price | |
Outstanding (in dollars per share) | $ 3.25 |
Exercised (in dollars per share) | 3.25 |
Outstanding (in dollars per share) | 3.25 |
Exercisable (in dollars per share) | $ 3.25 |
Stockholders' equity - Addition
Stockholders' equity - Additional Information (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2020 | Sep. 30, 2019 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Common stock reserved for future issuances (in shares) | 1,658,315 | ||
Intrinsic value of options outstanding | $ 1,200,000 | $ 1,000 | |
Intrinsic value of options exercisable | 1,000,000 | $ 1,000 | |
Share-based compensation | $ 383,964 | $ 653,452 | |
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average fair value of stock options granted (in dollars per share) | $ 1.49 | ||
Share-based compensation | $ 224,000 | $ 374,000 | |
Unearned share-based compensation expense | $ 111,000 | ||
Period of recognition | 2 years 8 months 12 days |
Stockholders' equity - Restrict
Stockholders' equity - Restricted stock activity (Details) - Restricted Stock - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2020 | Sep. 30, 2019 | |
Shares | ||
Beginning balance (in shares) | 39,900 | |
Granted (in shares) | 100,319 | |
Vested (in shares) | (61,894) | |
Ending balance (in shares) | 78,325 | |
Weighted average grant date fair value | ||
Beginning balance (in dollars per share) | $ 2.31 | |
Granted (in dollars per share) | 1.88 | |
Vested (in dollars per share) | 2.10 | |
Ending balance (in dollars per share) | $ 1.92 | |
Expense related to restricted stock awards | $ 160 | $ 279 |
Future expected expense related to restricted stock awards | $ 121 | |
Period of recognition | 2 years 6 months |
Stockholders' equity - Stock op
Stockholders' equity - Stock option activity (Details) - Employee Stock Option | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Number of options | |
Outstanding, beginning balance (in shares) | shares | 573,925 |
Issued (in shares) | shares | 104,458 |
Expired (in shares) | shares | (14,835) |
Outstanding, ending balance (in shares) | shares | 663,548 |
Exercisable (in shares) | shares | 587,738 |
Weighted average exercise price | |
Outstanding, beginning balance (in dollars per share) | $ / shares | $ 4.94 |
Issued (in dollars per share) | $ / shares | 1.99 |
Expired (in dollars per share) | $ / shares | 11.62 |
Outstanding, ending balance (in dollars per share) | $ / shares | 4.33 |
Exercisable (in dollars per share) | $ / shares | $ 4.64 |
Stock options, exercisable term (in years) | 10 years |
Minimum | |
Weighted average exercise price | |
Stock options, vesting period (in years) | 1 year |
Maximum | |
Weighted average exercise price | |
Stock options, vesting period (in years) | 3 years |
Stockholders' equity - Weighted
Stockholders' equity - Weighted Average Assumptions (Details) - Employee Stock Option | 1 Months Ended | ||
May 31, 2020 | Mar. 31, 2020 | Jan. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected volatility | 104.00% | 102.00% | 101.00% |
Risk free interest rate | 0.31% | 0.66% | 1.67% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (in years) | 5 years | 5 years | 5 years |
Stockholders' equity - Summary
Stockholders' equity - Summary of options outstanding and exercisable (Details) | 9 Months Ended |
Sep. 30, 2020$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding (in shares) | 663,548 |
Number of options exercisable (in shares) | 587,738 |
Weighted average exercise price of outstanding and exercisable options (in dollars per share) | $ / shares | $ 4.64 |
$1.88 - $2.50 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding (in shares) | 531,519 |
Weighted average remaining estimated life (in years) | 8 years 6 months |
Number of options exercisable (in shares) | 455,709 |
$3.30 - $6.90 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding (in shares) | 37,139 |
Weighted average remaining estimated life (in years) | 1 year 9 months 18 days |
Number of options exercisable (in shares) | 37,139 |
$7.50 - $10.80 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding (in shares) | 21,303 |
Weighted average remaining estimated life (in years) | 3 years 7 months 6 days |
Number of options exercisable (in shares) | 21,303 |
$14.20 - $23.40 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding (in shares) | 73,587 |
Weighted average remaining estimated life (in years) | 5 years 7 months 6 days |
Number of options exercisable (in shares) | 73,587 |
Minimum | $1.88 - $2.50 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average price of outstanding options (in dollars per share) | $ / shares | $ 1.88 |
Minimum | $3.30 - $6.90 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average price of outstanding options (in dollars per share) | $ / shares | 3.30 |
Minimum | $7.50 - $10.80 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average price of outstanding options (in dollars per share) | $ / shares | 7.50 |
Minimum | $14.20 - $23.40 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average price of outstanding options (in dollars per share) | $ / shares | 14.20 |
Maximum | $1.88 - $2.50 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average price of outstanding options (in dollars per share) | $ / shares | 2.50 |
Maximum | $3.30 - $6.90 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average price of outstanding options (in dollars per share) | $ / shares | 6.90 |
Maximum | $7.50 - $10.80 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average 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 price of outstanding options (in dollars per share) | $ / shares | $ 23.40 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Details) | 1 Months Ended | 9 Months Ended | ||||
Mar. 31, 2023USD ($) | Mar. 31, 2023CAD ($) | Sep. 30, 2020USD ($)shares | Sep. 30, 2019USD ($) | Nov. 19, 2020shares | Dec. 31, 2019shares | |
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of debt | $ | $ 4,221,130 | $ 900,767 | ||||
Common Stock, Shares Authorized (in shares) | 50,000,000 | 50,000,000 | ||||
Subsequent Event | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Common Stock, Shares Authorized (in shares) | 80,000,000 | |||||
Department of Fisheries and Oceans Loan | Subsequent Event | Forecast | ||||||
Subsequent Event [Line Items] | ||||||
Proceeds from issuance of debt | $ 1,400,000 | $ 1,900,000 | ||||
Interest rate | 0.00% | 0.00% | ||||
Monthly repayment | $ 12,650 | $ 16,865 | ||||
Debt instrument, term | 9 years 6 months | 9 years 6 months |