Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 07, 2022 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Fiscal Period Focus | Q3 | |
Document Period End Date | Sep. 30, 2022 | |
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 $0.001 per share | |
Trading Symbol | AQB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 71,110,713 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Entity Central Index Key | 0001603978 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 127,008,620 | $ 88,454,988 |
Marketable securities | 101,773,781 | |
Inventory | 2,104,251 | 1,259,910 |
Prepaid expenses and other current assets | 4,041,029 | 1,536,484 |
Total current assets | 133,153,900 | 193,025,163 |
Property, plant and equipment, net | 88,002,701 | 33,815,119 |
Right of use assets, net | 238,699 | 284,320 |
Intangible assets, net | 221,565 | 231,842 |
Restricted cash | 1,000,000 | 1,000,000 |
Other assets | 68,343 | 79,548 |
Total assets | 222,685,208 | 228,435,992 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 15,544,254 | 4,317,615 |
Accrued employee compensation | 764,748 | 874,589 |
Current debt | 709,597 | 627,365 |
Other current liabilities | 36,706 | 66,269 |
Total current liabilities | 17,055,305 | 5,885,838 |
Long-term lease obligations | 204,396 | 224,058 |
Long-term debt, net | 7,617,173 | 8,523,333 |
Total liabilities | 24,876,874 | 14,633,229 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value, 150,000,000 and 80,000,000 shares authorized at September 30, 2022 and December 31, 2021, respectively; 71,110,713 and 71,025,738 shares outstanding at September 30, 2022 and December 31, 2021, respectively | 71,111 | 71,026 |
Additional paid-in capital | 385,279,809 | 384,852,107 |
Accumulated other comprehensive loss | (589,909) | (255,588) |
Accumulated deficit | (186,952,677) | (170,864,782) |
Total stockholders’ equity | 197,808,334 | 213,802,763 |
Total liabilities and stockholders’ equity | $ 222,685,208 | $ 228,435,992 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 80,000,000 |
Common stock, shares outstanding (in shares) | 71,110,713 | 71,025,738 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | ||||
Product revenues | $ 653,432 | $ 455,397 | $ 2,686,019 | $ 757,162 |
Costs and expenses | ||||
Product costs | 3,518,296 | 4,311,003 | 10,044,092 | 7,713,254 |
Sales and marketing | 186,393 | 201,838 | 783,882 | 1,069,354 |
Research and development | 220,598 | 580,346 | 596,079 | 1,512,339 |
General and administrative | 2,264,755 | 2,177,153 | 7,472,921 | 6,541,621 |
Total costs and expenses | 6,190,042 | 7,270,340 | 18,896,974 | 16,836,568 |
Operating loss | (5,536,610) | (6,814,943) | (16,210,955) | (16,079,406) |
Other income (expense) | ||||
Interest expense | (72,313) | (79,489) | (222,295) | (238,503) |
Other income, net | 168,796 | 29,593 | 345,355 | 63,442 |
Total other income (expense) | 96,483 | (49,896) | 123,060 | (175,061) |
Net loss | (5,440,127) | (6,864,839) | (16,087,895) | (16,254,467) |
Other comprehensive (loss) income: | ||||
Foreign currency translation (loss) gain | (303,725) | (136,670) | (374,422) | 9,293 |
Unrealized gain on marketable securities | 32,370 | 6,132 | 40,101 | 15,102 |
Total other comprehensive (loss) income | (271,355) | (130,538) | (334,321) | 24,395 |
Comprehensive loss | $ (5,711,482) | $ (6,995,377) | $ (16,422,216) | $ (16,230,072) |
Basic and diluted net loss per share | $ (0.08) | $ (0.10) | $ (0.23) | $ (0.24) |
Weighted average number of Common Shares - | ||||
basic and diluted | 71,070,196 | 71,025,738 | 71,047,999 | 68,889,650 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] | Total |
Beginning balance (in shares) at Dec. 31, 2020 | 55,497,133 | ||||
Beginning balance at Dec. 31, 2020 | $ 55,497 | $ 263,629,116 | $ (267,258) | $ (148,542,194) | $ 114,875,161 |
Net loss | (4,158,891) | (4,158,891) | |||
Other comprehensive income (loss) | 80,039 | 80,039 | |||
Cashless exercise of options for common stock (in shares) | 4,354 | ||||
Cashless exercise of options for common stock | $ 4 | (4) | |||
Issuance of common stock, net of expenses (in shares) | 14,950,000 | ||||
Issuance of common stock, net of expenses | $ 14,950 | 119,105,487 | 119,120,437 | ||
Exercise of warrants for common stock (in shares) | 491,133 | ||||
Exercise of warrants for common stock | $ 491 | 1,595,691 | 1,596,182 | ||
Share based compensation (in shares) | 40,525 | ||||
Share based compensation | $ 41 | 129,674 | 129,715 | ||
Ending balance (in shares) at Mar. 31, 2021 | 70,983,145 | ||||
Ending balance at Mar. 31, 2021 | $ 70,983 | 384,459,964 | (187,219) | (152,701,085) | 231,642,643 |
Beginning balance (in shares) at Dec. 31, 2020 | 55,497,133 | ||||
Beginning balance at Dec. 31, 2020 | $ 55,497 | 263,629,116 | (267,258) | (148,542,194) | 114,875,161 |
Net loss | (16,254,467) | ||||
Other comprehensive income (loss) | 24,395 | ||||
Ending balance (in shares) at Sep. 30, 2021 | 71,025,738 | ||||
Ending balance at Sep. 30, 2021 | $ 71,026 | 384,763,523 | (242,863) | (164,796,661) | 219,795,025 |
Beginning balance (in shares) at Mar. 31, 2021 | 70,983,145 | ||||
Beginning balance at Mar. 31, 2021 | $ 70,983 | 384,459,964 | (187,219) | (152,701,085) | 231,642,643 |
Net loss | (5,230,737) | (5,230,737) | |||
Other comprehensive income (loss) | 74,894 | 74,894 | |||
Exercise of warrants for common stock (in shares) | 39,281 | ||||
Exercise of warrants for common stock | $ 39 | 127,625 | 127,664 | ||
Share based compensation (in shares) | 3,312 | ||||
Share based compensation | $ 4 | 87,350 | 87,354 | ||
Ending balance (in shares) at Jun. 30, 2021 | 71,025,738 | ||||
Ending balance at Jun. 30, 2021 | $ 71,026 | 384,674,939 | (112,325) | (157,931,822) | 226,701,818 |
Net loss | (6,864,839) | (6,864,839) | |||
Other comprehensive income (loss) | (130,538) | (130,538) | |||
Share based compensation | 88,584 | 88,584 | |||
Ending balance (in shares) at Sep. 30, 2021 | 71,025,738 | ||||
Ending balance at Sep. 30, 2021 | $ 71,026 | 384,763,523 | (242,863) | (164,796,661) | 219,795,025 |
Beginning balance (in shares) at Dec. 31, 2021 | 71,025,738 | ||||
Beginning balance at Dec. 31, 2021 | $ 71,026 | 384,852,107 | (255,588) | (170,864,782) | 213,802,763 |
Net loss | (5,111,726) | (5,111,726) | |||
Other comprehensive income (loss) | (31,160) | (31,160) | |||
Share based compensation (in shares) | 83,963 | ||||
Share based compensation | $ 84 | 211,244 | 211,328 | ||
Ending balance (in shares) at Mar. 31, 2022 | 71,109,701 | ||||
Ending balance at Mar. 31, 2022 | $ 71,110 | 385,063,351 | (286,748) | (175,976,508) | 208,871,205 |
Beginning balance (in shares) at Dec. 31, 2021 | 71,025,738 | ||||
Beginning balance at Dec. 31, 2021 | $ 71,026 | 384,852,107 | (255,588) | (170,864,782) | 213,802,763 |
Net loss | (16,087,895) | ||||
Other comprehensive income (loss) | (334,321) | ||||
Ending balance (in shares) at Sep. 30, 2022 | 71,110,713 | ||||
Ending balance at Sep. 30, 2022 | $ 71,111 | 385,279,809 | (589,909) | (186,952,677) | 197,808,334 |
Beginning balance (in shares) at Mar. 31, 2022 | 71,109,701 | ||||
Beginning balance at Mar. 31, 2022 | $ 71,110 | 385,063,351 | (286,748) | (175,976,508) | 208,871,205 |
Net loss | (5,536,042) | (5,536,042) | |||
Other comprehensive income (loss) | (31,806) | (31,806) | |||
Exercise of warrants for common stock (in shares) | 1,012 | ||||
Exercise of warrants for common stock | $ 1 | 1,537 | 1,538 | ||
Share based compensation | 107,280 | 107,280 | |||
Ending balance (in shares) at Jun. 30, 2022 | 71,110,713 | ||||
Ending balance at Jun. 30, 2022 | $ 71,111 | 385,172,168 | (318,554) | (181,512,550) | 203,412,175 |
Net loss | (5,440,127) | (5,440,127) | |||
Other comprehensive income (loss) | (271,355) | (271,355) | |||
Share based compensation | 107,641 | 107,641 | |||
Ending balance (in shares) at Sep. 30, 2022 | 71,110,713 | ||||
Ending balance at Sep. 30, 2022 | $ 71,111 | $ 385,279,809 | $ (589,909) | $ (186,952,677) | $ 197,808,334 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Operating activities | ||
Net loss | $ (16,087,895) | $ (16,254,467) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,501,381 | 1,308,062 |
Share-based compensation | 426,249 | 305,653 |
Other non-cash charge | 18,997 | 12,993 |
Changes in operating assets and liabilities: | ||
Inventory | (857,331) | 303,767 |
Prepaid expenses and other assets | (2,475,197) | (794,573) |
Accounts payable and accrued liabilities | (369,254) | 13,040 |
Accrued employee compensation | (109,841) | (5,767) |
Net cash used in operating activities | (17,952,891) | (15,111,292) |
Investing activities | ||
Purchases of and deposits on property, plant and equipment | (44,882,996) | (4,160,370) |
Maturities of marketable securities | 149,435,173 | 23,810,038 |
Purchases of marketable securities | (47,621,291) | (103,457,168) |
Other investing activities | 12,500 | (11,010) |
Net cash provided by (used in) investing activities | 56,943,386 | (83,818,510) |
Financing activities | ||
Proceeds from issuance of debt | 42,338 | 606,453 |
Repayment of term debt | (478,870) | (119,527) |
Proceeds from the issuance of common stock, net | 119,120,437 | |
Proceeds from the exercise of stock options and warrants | 1,538 | 1,723,846 |
Net cash (used in) provided by financing activities | (434,994) | 121,331,209 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,869) | 27,086 |
Net change in cash, cash equivalents and restricted cash | 38,553,632 | 22,428,493 |
Cash, cash equivalents and restricted cash at beginning of period | 89,454,988 | 96,251,160 |
Cash, cash equivalents and restricted cash at end of period | 128,008,620 | 118,679,653 |
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet: | ||
Cash and cash equivalents | 127,008,620 | 118,179,653 |
Restricted cash | 1,000,000 | 500,000 |
Cash, cash equivalents and restricted cash at end of period | 128,008,620 | 118,679,653 |
Supplemental disclosure of cash flow information and non-cash transactions: | ||
Interest paid in cash | 209,666 | 224,595 |
Property and equipment included in accounts payable and accrued liabilities | $ 14,496,747 | $ 206,423 |
Nature of Business and Organiza
Nature of Business and Organization | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business and Organization [Abstract] | |
Nature of Business and Organization | 1. Nature of business and organization AquaBounty Technologies, Inc. (the “Parent” and, together with its wholly owned 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 regulatory approval from the U.S. Food and Drug Administration (“FDA”) for the production and sale of its genetically engineered (“GE”) Atlantic salmon in the United States and in 2016, the Parent obtained regulatory approval from Health Canada for the production and sale of its GE Atlantic salmon in Canada. In 2021, the Parent obtained regulatory approval from the National Biosafety Technical Commission for the sale of its GE Atlantic salmon in Brazil. In 2021, the Company began harvesting and selling its GE Atlantic salmon in the United States and Canada. |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 2. Basis of presentation The unaudited interim condensed consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. The unaudited interim condensed 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 notes for the year ended December 31, 2021. The unaudited interim condensed 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, 2022 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 condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, as allowed by the relevant U.S. Securities and Exchange Commission (“SEC”) rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. Liquidity The Company had $ 128 million in cash and cash equivalents and restricted cash as of September 30, 2022. The Company’s plans include the construction of a 10,000 metric ton salmon farm in Ohio at a cost that is currently expected to exceed $ 320 million. The Company plans to use cash-on-hand and debt financing to fund the construction. To date, the Company has invested over $ 60 million in the project. Though the Company has experienced net losses and negative cash flows from operations since inception, management believes that it has sufficient uncommitted cash, and the ability to manage construction effort timing, to meet the Company's requirements beyond the next twelve months from the filing date of these condensed consolidated financial statements. However, until such time as the Company reaches profitability, it will require additional financing to fund its operations and execute its business plan. Inventories Inventories are mainly comprised of feed, eggs, fish in process and finished goods. Fish in process inventory 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. The Company measures inventory at the lower of cost or net realizable value (NRV). The NRV calculation contains various estimates and assumptions in regard to the calculation of the biomass, including expected yield, the market value of the biomass and estimated costs of completion and transportation. The Company considers fish that has been harvested and transported from its farm to be finished goods inventory. Revenue recognition The Company generates revenue from the sale of its products. Revenue is recognized when the customer takes physical control of the goods, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for the goods. Revenue excludes any sales tax collected and includes any estimate of future credits. During the period ended September 30, 2022, the Company recognized the following product revenue: Three Months Ended September 30, 2022 U.S. Canada Total GE Atlantic salmon $ 539,311 $ 54,764 $ 594,075 Non-GE Atlantic salmon eggs - - - Non-GE Atlantic salmon fry 48,570 48,570 Other revenue - 10,787 10,787 Total Revenue $ 539,311 $ 114,121 $ 653,432 Nine Months Ended September 30, 2022 U.S. Canada Total GE Atlantic salmon $ 2,140,703 $ 394,478 $ 2,535,181 Non-GE Atlantic salmon eggs - 46,692 46,692 Non-GE Atlantic salmon fry - 81,665 81,665 Other revenue - 22,481 22,481 Total Revenue $ 2,140,703 $ 545,316 $ 2,686,019 During the period ended September 30, 2022, the Company had the following customer concentration of revenue: Three Months Ended September 30, 2022 Customer A 36 % Customer B 18 % Customer C 18 % All other 28 % Total of all customers 100 % Nine Months Ended September 30, 2022 Customer A 37 % Customer B 18 % Customer C 14 % All other 31 % Total of all customers 100 % Net loss per share Basic 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 year. Fully diluted net loss per share includes the number of Common Shares issuable upon the exercise of warrants and options with an exercise price less than the fair value of the Common Shares, unless the impact of the warrant or option is anti-dilutive to the calculation. 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. The following outstanding potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: Three Months Ended Average Outstanding September 30, 2022 September 30, 2021 Stock options 850,864 672,796 Warrants 418,441 418,441 Unvested restricted shares 191,257 68,898 Nine Months Ended Average Outstanding September 30, 2022 September 30, 2021 Stock options 809,583 671,783 Warrants 418,441 560,865 Unvested restricted shares 158,065 69,951 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, 2022 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 3. 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 produce, 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. COVID-19 Although the COVID-19 pandemic has diminished in the United States and other parts of the world as vaccines have become more readily available, several variants of the virus continue to spread. Local governmental authorities in the United States and Canada have issued, and continue to update, directives aimed at minimizing the spread of the virus and the Company continues to monitor its status. Due to the pandemic, the Company has experienced delays and cost increases in capital projects, additional challenges in its efforts to meet the capacity expectations at its existing facilities and continues to experience extended lead times on equipment purchases. The Company may continue to experience delays and cost increases on farm construction, purchases of capital equipment and supplies and other materials required in its operations due to vendor shortages and other labor shortages. The Company expects to continue to be impacted by transportation or supply chain disruptions to its partners or customers and it is carefully managing and monitoring the impact of labor shortages on its ability to meet the annual capacity expectations at its existing facilities. Concentration of credit risk Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. This risk is mitigated by the Company’s policy of maintaining all balances with highly rated financial institutions, investing cash equivalents with maturities of less than 90 days. 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 $ 122 thousand and $ 224 thousand as of September 30, 2022 and December 31, 2021, respectively. The Company also holds cash equivalent investments in a highly liquid investment account at a major financial institution. As of September 30, 2022 and December 31, 2021 the cash equivalent investment balance was $ 15.5 million and $ 73.3 million, respectively. |
Marketable Securities
Marketable Securities | 9 Months Ended |
Sep. 30, 2022 | |
Marketable Securities [Abstract] | |
Marketable Securities | 4. Marketable Securities Marketable securities are classified as available-for-sale. During the current quarter ended September 30, 2022, all remaining investments in marketable securities matured. The following tables summarize the amortized cost, gross unrealized gains and losses, and the fair value (level 2) as of September 30, 2022 and December 31, 2021: Amortized Unrealized Unrealized Market Cost Gains Losses Value December 31, 2021 Government bonds $ 28,453,161 $ 82 $ ( 18,255 ) $ 28,434,988 Corporate bonds 29,874,696 - ( 21,928 ) 29,852,768 Commercial paper 43,486,025 - - 43,486,025 Marketable securities $ 101,813,882 $ 82 $ ( 40,183 ) $ 101,773,781 September 30, 2022 Government bonds $ - $ - $ - $ - Corporate bonds - - - - Commercial paper - - - - Marketable securities $ - $ - $ - $ - |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory [Abstract] | |
Inventory | 5. Inventory Major classifications of inventory are summarized as follows: September 30, 2022 December 31, 2021 Feed, net $ 313,095 162,047 Eggs and fry 111,120 — Fish in process 1,565,145 926,360 Finished goods 114,891 171,503 Inventory, net $ 2,104,251 1,259,910 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 6. Property, plant and equipment Major classifications of property, plant and equipment are summarized as follows: September 30, 2022 December 31, 2021 Land $ 2,952,075 $ 725,799 Building and improvements 15,372,971 15,580,385 Construction in process 60,502,996 8,119,575 Equipment 16,912,691 15,981,408 Office furniture and equipment 257,665 240,939 Vehicles 91,343 36,280 Total property and equipment $ 96,089,741 $ 40,684,386 Less accumulated depreciation and amortization ( 8,087,040 ) ( 6,869,267 ) Property, plant and equipment, net $ 88,002,701 $ 33,815,119 Depreciation expense was 1.5 million and $ 1.3 million, for the nine months ended September 30, 2022 and 2021, respectively. Included in construction in process is $ 2.5 million for construction related to the Rollo Bay farm site and improvements to the Fortune Bay hatchery, $ 429 thousand for construction related to the Indiana farm site, and $ 57.6 million related to design work and construction activities for the Ohio farm. An additional $ 1.8 million has been contractually committed for the Indiana and Rollo Bay farm sites and $ 21.3 million has been committed for the construction of the Ohio farm. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Abstract] | |
Debt | 7. Debt The current material terms and conditions of debt outstanding are as follows: Interest rate Monthly repayment Maturity date September 30, 2022 December 31, 2021 ACOA AIF Grant 0 % Royalties - $ 2,089,895 $ 2,261,349 ACOA term loan #1 0 % C$ 3,120 Feb 2027 120,362 152,346 ACOA term loan #2 0 % C$ 4,630 Sep 2029 282,988 339,015 ACOA term loan #3 0 % C$ 6,945 Dec 2025 181,925 196,850 Kubota Canada Ltd 0 % C$ 1,142 Jan 2025 23,277 33,283 DFO term loan 0 % C$ 2,091 Aug 2032 413,841 405,700 PEI Finance term loan 4 % C$ 16,313 Nov 2023 1,746,344 1,947,510 First Farmers Bank & Trust term loan 5.375 % $ 56,832 Oct 2028 3,524,189 3,883,325 Total debt $ 8,382,821 $ 9,219,378 less: debt issuance costs ( 56,051 ) ( 68,680 ) less: current portion ( 709,597 ) ( 627,365 ) Long-term debt, net $ 7,617,173 $ 8,523,333 Estimated principal payments remaining on debt outstanding are as follows: Total 2022 remaining $ 160,840 2023 2,411,944 2024 719,137 2025 740,437 2026 710,697 Thereafter 3,639,766 Total $ 8,382,821 In September 2020, the Canadian Subsidiary entered into a Contribution Agreement with the Department of Fisheries and Ocean's Atlantic Fisheries Fund, whereby it is eligible to receive up to C$ 1.9 million ($ 1.4 million) to finance new equipment for its Rollo Bay farm (the “DFO Term Loan”). O n April 6, 2022, the Canadian Subsidiary borrowed an additional C$ 53,456 ($ 42,338 ) under the DFO Term Loan. Borrowings are interest free and monthly repayments commence in March 2023, with maturity in August 2032 . All funding requests were to be submitted by August 22, 2022, but the Canadian Subsidiary has requested an extension. In August 2020, the Indiana Subsidiary entered into a term loan agreement with First Farmers Bank and Trust (“FFBT”) in the amount of $ 4 million, which is secured by the assets of the Indiana subsidiary and a corporate guarantee. The agreement contains certain financial and non-financial covenants, which if not met, could result in an event of default pursuant to the terms of the loan. At September 30, 2022, the Indiana subsidiary was in compliance with its loan covenants. The Company recognized interest expense of $ 222 thousand and $ 238 thousand for the nine months ended September 30, 2022 and 2021, respectively, on its interest-bearing debt. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 8. Leases Lease expense for the nine months ended September 30, 2022 and 2021, amounted to $ 64 thousand and $ 63 thousand, respectively. The weighted average remaining lease term of the Company’s operating leases was 24 years as of September 30, 2022. Lease payments included in operating cash flows totaled $ 67 thousand and $ 63 thousand for the nine months ended September 30, 2022 and 2021, respectively. The table below summarizes the Company’s lease obligations and remaining payments at September 30, 2022 and December 31, 2021: September 30, December 31, 2021 Lease Liability Lease Liability Total leases $ 241,102 $ 290,327 Less: current portion ( 36,706 ) ( 66,269 ) Long-term leases $ 204,396 $ 224,058 Remaining payments under leases are as follows: Year Amount 2022 remaining $ 17,045 2023 20,830 2024 4,495 2025 4,340 2026 4,215 Thereafter 190,177 Total lease payments $ 241,102 |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 9. Stockholders’ equity Recent issuances On February 8, 2021, the Company completed a public offering of 14,950,000 Common Shares for net proceeds of approximately $ 119.1 million. Warrants At September 30, 2022 and December 31, 2021, there were 418,441 warrants outstanding at an exercise price of $ 3.25 , all of which were issued in conjunction with a public equity offering in January 2018. All remaining warrants have an expiration date of January 17, 2023 . Share-based compensation At September 30, 2022, the Company has reserved 835,542 Common Shares issuable upon the exercise of outstanding stock options awarded under its 2006 and 2016 Equity Incentive Plans. An additional 490,576 Common Shares are reserved for future award and issuance under the 2016 Equity Incentive Plan. Restricted stock A summary of the Company’s restricted Common Shares for the nine months ended September 30, 2022, is as follows: Shares Weighted average grant date fair value Unvested at December 31, 2021 65,100 $ 4.10 Granted 260,088 1.53 Vested ( 127,495 ) 2.26 Forfeited ( 1,755 ) 1.52 Unvested at September 30, 2022 195,938 $ 1.90 During the nine months ended September 30, 2022 and 2021, the Company expensed $ 294 thousand and $ 194 thousand, respectively, related to the restricted stock awards. At September 30, 2022, the balance of unearned share-based compensation to be expensed in future periods related to the restricted stock awards is $ 250 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 options Weighted average exercise price Outstanding at December 31, 2021 663,425 $ 4.31 Issued 209,755 1.55 Exercised ( 1,012 ) 1.52 Forfeited ( 8,020 ) 1.52 Expired ( 28,606 ) 5.85 Outstanding at September 30, 2022 835,542 $ 3.59 Exercisable at September 30, 2022 650,364 $ 4.06 Unless otherwise indicated, options issued to employees, members of the Board of Directors, and non-employees are vested daily over one to six years and are exercisable for a term of ten years from the date of issuance. The fair values of stock option grants to employees and members of the Board of Directors during 2022 were measured on the date of grant using Black-Scholes, with the following weighted average assumptions: 2022 Expected volatility 103 % Risk free interest rate 2.10 % Expected dividend yield 0 % Expected life (in years) 5 The weighted average fair value of stock options granted during the nine months ended September 30, 2022 was $ 1.12 . The total intrinsic value of all options outstanding was $ 0 and $ 18 thousand at September 30, 2022, and December 31, 2021, respectively. The total intrinsic value of exercisable options was $ 0 and $ 11 thousand at September 30, 2022 and December 31, 2021, respectively. The following table summarizes information about options outstanding and exercisable at September 30, 2022: Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable $ 1.52 - $ 2.50 711,250 7.3 541,366 $ 5.44 - $ 6.72 45,402 7.8 30,108 $ 7.50 - $ 10.80 12,303 1.2 12,303 $ 14.20 - $ 23.40 66,587 3.5 66,587 835,542 650,364 Total share-based compensation on stock options amounted to $ 133 thousand and $ 111 thousand for the nine months ended September 30, 2022 and 2021, respectively. At September 30, 2022, the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards was $ 276 thousand. The period over which the unearned share-based compensation is expected to be earned is approximately 2.5 years. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 10. 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. The Company records estimated losses from these legal proceedings and claims when it determines that it is probable a liability has been incurred and the amount of loss can be reasonably estimated. Litigation is subject to many factors that are difficult to predict so that there can be no assurance, in the event of a material unfavorable result in one or more claims, the Company will not incur material costs. There have been no other material changes to the commitments and contingencies disclosed in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2021. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Taxes [Abstract] | |
Income Taxes | 11. Income Taxes The Company estimates an annual effective tax rate of 0 % for the year ending December 31, 2022 as the Company incurred losses for the nine months ended September 30, 2022 and is forecasting additional losses through the remainder of the year ending December 31, 2022, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2022. Therefore, no federal or state income taxes are expected and none have been recorded at this time. Income taxes have been accounted for using the liability method. Due to the Company’s history of losses since inception, there is not enough evidence at this time to support that the Company will generate future income of a sufficient amount and nature to utilize the benefits of its net deferred tax assets. Accordingly, the deferred tax assets have been reduced by a full valuation allowance, since the Company does not currently believe that realization of its deferred tax assets is more likely than not. As of September 30, 2022, the Company had no unrecognized income tax benefits that would reduce the Company’s effective tax rate if recognized. |
Nature of Business and Organi_2
Nature of Business and Organization (Policy) | 9 Months Ended |
Sep. 30, 2022 | |
Nature of Business and Organization [Abstract] | |
Nature of Business and Organization | AquaBounty Technologies, Inc. (the “Parent” and, together with its wholly owned 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 regulatory approval from the U.S. Food and Drug Administration (“FDA”) for the production and sale of its genetically engineered (“GE”) Atlantic salmon in the United States and in 2016, the Parent obtained regulatory approval from Health Canada for the production and sale of its GE Atlantic salmon in Canada. In 2021, the Parent obtained regulatory approval from the National Biosafety Technical Commission for the sale of its GE Atlantic salmon in Brazil. In 2021, the Company began harvesting and selling its GE Atlantic salmon in the United States and Canada. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation [Abstract] | |
Consolidation | The unaudited interim condensed consolidated financial statements include the accounts of AquaBounty Technologies, Inc. and its wholly owned direct subsidiaries. All intercompany transactions and balances have been eliminated upon consolidation. |
Basis of Presentation | The unaudited interim condensed 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 notes for the year ended December 31, 2021. The unaudited interim condensed 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, 2022 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 condensed consolidated financial statements do not include all of the information and notes required by GAAP for complete financial statements, as allowed by the relevant U.S. Securities and Exchange Commission (“SEC”) rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. |
Liquidity | Liquidity The Company had $ 128 million in cash and cash equivalents and restricted cash as of September 30, 2022. The Company’s plans include the construction of a 10,000 metric ton salmon farm in Ohio at a cost that is currently expected to exceed $ 320 million. The Company plans to use cash-on-hand and debt financing to fund the construction. To date, the Company has invested over $ 60 million in the project. Though the Company has experienced net losses and negative cash flows from operations since inception, management believes that it has sufficient uncommitted cash, and the ability to manage construction effort timing, to meet the Company's requirements beyond the next twelve months from the filing date of these condensed consolidated financial statements. However, until such time as the Company reaches profitability, it will require additional financing to fund its operations and execute its business plan. |
Inventories | Inventories Inventories are mainly comprised of feed, eggs, fish in process and finished goods. Fish in process inventory 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. The Company measures inventory at the lower of cost or net realizable value (NRV). The NRV calculation contains various estimates and assumptions in regard to the calculation of the biomass, including expected yield, the market value of the biomass and estimated costs of completion and transportation. The Company considers fish that has been harvested and transported from its farm to be finished goods inventory. |
Revenue Recognition | Revenue recognition The Company generates revenue from the sale of its products. Revenue is recognized when the customer takes physical control of the goods, in an amount that reflects the transaction price consideration that the Company expects to receive in exchange for the goods. Revenue excludes any sales tax collected and includes any estimate of future credits. |
Net Loss Per Share | Net loss per share Basic 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 year. Fully diluted net loss per share includes the number of Common Shares issuable upon the exercise of warrants and options with an exercise price less than the fair value of the Common Shares, unless the impact of the warrant or option is anti-dilutive to the calculation. 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 | 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. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Basis of Presentation [Abstract] | |
Schedule of Product Information | Three Months Ended September 30, 2022 U.S. Canada Total GE Atlantic salmon $ 539,311 $ 54,764 $ 594,075 Non-GE Atlantic salmon eggs - - - Non-GE Atlantic salmon fry 48,570 48,570 Other revenue - 10,787 10,787 Total Revenue $ 539,311 $ 114,121 $ 653,432 Nine Months Ended September 30, 2022 U.S. Canada Total GE Atlantic salmon $ 2,140,703 $ 394,478 $ 2,535,181 Non-GE Atlantic salmon eggs - 46,692 46,692 Non-GE Atlantic salmon fry - 81,665 81,665 Other revenue - 22,481 22,481 Total Revenue $ 2,140,703 $ 545,316 $ 2,686,019 |
Schedule of Customer Concentration of Revenue | Three Months Ended September 30, 2022 Customer A 36 % Customer B 18 % Customer C 18 % All other 28 % Total of all customers 100 % Nine Months Ended September 30, 2022 Customer A 37 % Customer B 18 % Customer C 14 % All other 31 % Total of all customers 100 % |
Schedule of Impact of Potentially Dilutive Securities Outstanding | Three Months Ended Average Outstanding September 30, 2022 September 30, 2021 Stock options 850,864 672,796 Warrants 418,441 418,441 Unvested restricted shares 191,257 68,898 Nine Months Ended Average Outstanding September 30, 2022 September 30, 2021 Stock options 809,583 671,783 Warrants 418,441 560,865 Unvested restricted shares 158,065 69,951 |
Marketable Securities (Tables)
Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Marketable Securities [Abstract] | |
Schedule of Marketable Securities | Amortized Unrealized Unrealized Market Cost Gains Losses Value December 31, 2021 Government bonds $ 28,453,161 $ 82 $ ( 18,255 ) $ 28,434,988 Corporate bonds 29,874,696 - ( 21,928 ) 29,852,768 Commercial paper 43,486,025 - - 43,486,025 Marketable securities $ 101,813,882 $ 82 $ ( 40,183 ) $ 101,773,781 September 30, 2022 Government bonds $ - $ - $ - $ - Corporate bonds - - - - Commercial paper - - - - Marketable securities $ - $ - $ - $ - |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory [Abstract] | |
Schedule of Inventory | September 30, 2022 December 31, 2021 Feed, net $ 313,095 162,047 Eggs and fry 111,120 — Fish in process 1,565,145 926,360 Finished goods 114,891 171,503 Inventory, net $ 2,104,251 1,259,910 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | September 30, 2022 December 31, 2021 Land $ 2,952,075 $ 725,799 Building and improvements 15,372,971 15,580,385 Construction in process 60,502,996 8,119,575 Equipment 16,912,691 15,981,408 Office furniture and equipment 257,665 240,939 Vehicles 91,343 36,280 Total property and equipment $ 96,089,741 $ 40,684,386 Less accumulated depreciation and amortization ( 8,087,040 ) ( 6,869,267 ) Property, plant and equipment, net $ 88,002,701 $ 33,815,119 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Debt [Abstract] | |
Terms and Conditions of Long-term Debt Outstanding | Interest rate Monthly repayment Maturity date September 30, 2022 December 31, 2021 ACOA AIF Grant 0 % Royalties - $ 2,089,895 $ 2,261,349 ACOA term loan #1 0 % C$ 3,120 Feb 2027 120,362 152,346 ACOA term loan #2 0 % C$ 4,630 Sep 2029 282,988 339,015 ACOA term loan #3 0 % C$ 6,945 Dec 2025 181,925 196,850 Kubota Canada Ltd 0 % C$ 1,142 Jan 2025 23,277 33,283 DFO term loan 0 % C$ 2,091 Aug 2032 413,841 405,700 PEI Finance term loan 4 % C$ 16,313 Nov 2023 1,746,344 1,947,510 First Farmers Bank & Trust term loan 5.375 % $ 56,832 Oct 2028 3,524,189 3,883,325 Total debt $ 8,382,821 $ 9,219,378 less: debt issuance costs ( 56,051 ) ( 68,680 ) less: current portion ( 709,597 ) ( 627,365 ) Long-term debt, net $ 7,617,173 $ 8,523,333 |
Principal Payments Due on Long-term Debt | Total 2022 remaining $ 160,840 2023 2,411,944 2024 719,137 2025 740,437 2026 710,697 Thereafter 3,639,766 Total $ 8,382,821 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Summary of Lease Obligations and Remaining Payments | September 30, December 31, 2021 Lease Liability Lease Liability Total leases $ 241,102 $ 290,327 Less: current portion ( 36,706 ) ( 66,269 ) Long-term leases $ 204,396 $ 224,058 |
Summary of Remaining Payments under Leases | Year Amount 2022 remaining $ 17,045 2023 20,830 2024 4,495 2025 4,340 2026 4,215 Thereafter 190,177 Total lease payments $ 241,102 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Stockholders' Equity [Abstract] | |
Restricted Stock Activity | Shares Weighted average grant date fair value Unvested at December 31, 2021 65,100 $ 4.10 Granted 260,088 1.53 Vested ( 127,495 ) 2.26 Forfeited ( 1,755 ) 1.52 Unvested at September 30, 2022 195,938 $ 1.90 |
Stock Option Activity | Number of options Weighted average exercise price Outstanding at December 31, 2021 663,425 $ 4.31 Issued 209,755 1.55 Exercised ( 1,012 ) 1.52 Forfeited ( 8,020 ) 1.52 Expired ( 28,606 ) 5.85 Outstanding at September 30, 2022 835,542 $ 3.59 Exercisable at September 30, 2022 650,364 $ 4.06 |
Stock Option Grants Weighted Average Assumptions | 2022 Expected volatility 103 % Risk free interest rate 2.10 % Expected dividend yield 0 % Expected life (in years) 5 |
Information About Options Outstanding and Exercisable | Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable $ 1.52 - $ 2.50 711,250 7.3 541,366 $ 5.44 - $ 6.72 45,402 7.8 30,108 $ 7.50 - $ 10.80 12,303 1.2 12,303 $ 14.20 - $ 23.40 66,587 3.5 66,587 835,542 650,364 |
Basis of Presentation (Details)
Basis of Presentation (Details) kg in Thousands, $ in Millions | 9 Months Ended |
Sep. 30, 2022 USD ($) kg | |
Cash, cash equivalents and marketable securities | $ 128 |
10,000 metric ton salmon farm, Ohio [Member] | |
Amount invested in project | $ 60 |
Construction In Process [Member] | 10,000 metric ton salmon farm, Ohio [Member] | |
Capacity of fish farm | kg | 10,000 |
Expected construction cost | $ 320 |
Basis of Presentation (Revenue
Basis of Presentation (Revenue Recognition) (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Revenues | $ 653,432 | $ 455,397 | $ 2,686,019 | $ 757,162 |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | ||||
Concentration Risk, Percentage | 100% | 100% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer A [Member] | ||||
Concentration Risk, Percentage | 36% | 37% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer B [Member] | ||||
Concentration Risk, Percentage | 18% | 18% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Customer C [Member] | ||||
Concentration Risk, Percentage | 18% | 14% | ||
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | All other customers [Member] | ||||
Concentration Risk, Percentage | 28% | 31% | ||
U.S. [Member] | ||||
Revenues | $ 539,311 | $ 2,140,703 | ||
Canada [Member] | ||||
Revenues | 114,121 | 545,316 | ||
GE Atlantic salmon [Member] | ||||
Revenues | 594,075 | 2,535,181 | ||
GE Atlantic salmon [Member] | U.S. [Member] | ||||
Revenues | 539,311 | 2,140,703 | ||
GE Atlantic salmon [Member] | Canada [Member] | ||||
Revenues | 54,764 | 394,478 | ||
Non-GE Atlantic salmon eggs [Member] | ||||
Revenues | 46,692 | |||
Non-GE Atlantic salmon eggs [Member] | Canada [Member] | ||||
Revenues | 46,692 | |||
Non-GE Atlantic salmon fry [Member] | ||||
Revenues | 48,570 | 81,665 | ||
Non-GE Atlantic salmon fry [Member] | Canada [Member] | ||||
Revenues | 48,570 | 81,665 | ||
Other Revenue [Member] | ||||
Revenues | 10,787 | 22,481 | ||
Other Revenue [Member] | Canada [Member] | ||||
Revenues | $ 10,787 | $ 22,481 |
Basis of Presentation (Impact o
Basis of Presentation (Impact of Potentially Dilutive Securities) (Details) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Stock Options [Member] | ||||
Potentially dilutive securities | 850,864 | 672,796 | 809,583 | 671,783 |
Warrants [Member] | ||||
Potentially dilutive securities | 418,441 | 418,441 | 418,441 | 560,865 |
Unvested Restricted Shares [Member] | ||||
Potentially dilutive securities | 191,257 | 68,898 | 158,065 | 69,951 |
Risks and Uncertainties (Detail
Risks and Uncertainties (Details) - Credit Concentration Risk [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Concentration Risk [Line Items] | ||
Cash equivalent investment balance | $ 15,500 | $ 73,300 |
Canada [Member] | ||
Concentration Risk [Line Items] | ||
Cash in Canadian bank accounts | $ 122 | $ 224 |
Marketable Securities (Schedule
Marketable Securities (Schedule of Marketable Securities) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Marketable Securities [Line Items] | ||
Amortized cost | $ 101,813,882 | |
Unrealized Gains | 82 | |
Unrealized Losses | (40,183) | |
Market Value | 101,773,781 | |
Government Bonds [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 28,453,161 | |
Unrealized Gains | 82 | |
Unrealized Losses | (18,255) | |
Market Value | 28,434,988 | |
Corporate Bonds [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 29,874,696 | |
Unrealized Gains | ||
Unrealized Losses | (21,928) | |
Market Value | 29,852,768 | |
Commercial Paper [Member] | ||
Marketable Securities [Line Items] | ||
Amortized cost | 43,486,025 | |
Unrealized Gains | ||
Unrealized Losses | ||
Market Value | $ 43,486,025 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Inventory, net | $ 2,104,251 | $ 1,259,910 |
Feed, net [Member] | ||
Inventory [Line Items] | ||
Inventory, net | 313,095 | 162,047 |
Eggs And Fry [Member] | ||
Inventory [Line Items] | ||
Inventory, net | 111,120 | |
Fish in process [Member] | ||
Inventory [Line Items] | ||
Inventory, net | 1,565,145 | 926,360 |
Finished Goods [Member] | ||
Inventory [Line Items] | ||
Inventory, net | $ 114,891 | $ 171,503 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Narrative) (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Depreciation and amortization expense | $ 1,500,000 | $ 1,300,000 | |
Gross property, plant, and equipment | 96,089,741 | $ 40,684,386 | |
Construction In Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant, and equipment | 60,502,996 | $ 8,119,575 | |
Rollo Bay Farm And Fortune Bay Hatchery [Member] | Construction In Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant, and equipment | 2,500,000 | ||
Indiana Farm [Member] | Construction In Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant, and equipment | 429,000 | ||
10,000 metric ton salmon farm, Ohio [Member] | Capital Addition Purchase Commitments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Commitments to purchase property, plant, and equipment | 21,300,000 | ||
10,000 metric ton salmon farm, Ohio [Member] | Construction In Process [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Gross property, plant, and equipment | 57,600,000 | ||
Rollo Bay and Indiana Farm [Member] | Capital Addition Purchase Commitments [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Commitments to purchase property, plant, and equipment | $ 1,800,000 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 96,089,741 | $ 40,684,386 |
Less accumulated depreciation and amortization | (8,087,040) | (6,869,267) |
Property, plant and equipment, net | 88,002,701 | 33,815,119 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,952,075 | 725,799 |
Building And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,372,971 | 15,580,385 |
Construction In Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 60,502,996 | 8,119,575 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 16,912,691 | 15,981,408 |
Office Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 257,665 | 240,939 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 91,343 | $ 36,280 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 1 Months Ended | 9 Months Ended | |||||
Sep. 30, 2020 USD ($) | Sep. 30, 2020 CAD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Apr. 06, 2022 USD ($) | Apr. 06, 2022 CAD ($) | Aug. 31, 2020 USD ($) | |
Debt Instrument [Line Items] | |||||||
Proceeds from issuance of debt | $ 42,338 | $ 606,453 | |||||
DFO Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Aug 2032 | ||||||
Interest rate | 0% | ||||||
Interest expense | $ 222,000 | $ 238,000 | |||||
ACOA Term Loan #3 [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Dec 2025 | ||||||
Interest rate | 0% | ||||||
First Farmers Bank & Trust Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | Oct 2028 | ||||||
Interest rate | 5.375% | ||||||
Secured Debt [Member] | First Farmers Bank & Trust Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount borrowed | $ 4,000,000 | ||||||
Canadian Subsidiary [Member] | Secured Debt [Member] | DFO Term Loan [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Amount borrowed | $ 42,338 | $ 53,456 | |||||
Proceeds from issuance of debt | $ 1,400,000 | $ 1,900,000 | |||||
Maturity date | August 2032 |
Debt (Terms and Conditions of L
Debt (Terms and Conditions of Long-term Debt Outstanding) (Details) | 9 Months Ended | ||
Sep. 30, 2022 USD ($) | Sep. 30, 2022 CAD ($) | Dec. 31, 2021 USD ($) | |
Debt Instrument [Line Items] | |||
Total | $ 8,382,821 | $ 9,219,378 | |
less: debt issuance costs | (56,051) | (68,680) | |
less: current portion | (709,597) | (627,365) | |
Long-term debt, net | $ 7,617,173 | 8,523,333 | |
ACOA AIF Grant [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Maturity date | - | - | |
Total | $ 2,089,895 | 2,261,349 | |
ACOA Term Loan #1 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 3,120 | ||
Maturity date | Feb 2027 | Feb 2027 | |
Total | $ 120,362 | 152,346 | |
ACOA Term Loan #2 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 4,630 | ||
Maturity date | Sep 2029 | Sep 2029 | |
Total | $ 282,988 | 339,015 | |
ACOA Term Loan #3 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 6,945 | ||
Maturity date | Dec 2025 | Dec 2025 | |
Total | $ 181,925 | 196,850 | |
Kubota Canada Ltd [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 1,142 | ||
Maturity date | Jan 2025 | Jan 2025 | |
Total | $ 23,277 | 33,283 | |
DFO Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 2,091 | ||
Maturity date | Aug 2032 | Aug 2032 | |
Total | $ 413,841 | 405,700 | |
PEI Finance Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 4% | ||
Monthly repayment | $ 16,313 | ||
Maturity date | Nov 2023 | Nov 2023 | |
Total | $ 1,746,344 | 1,947,510 | |
First Farmers Bank & Trust Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.375% | ||
Monthly repayment | $ 56,832 | ||
Maturity date | Oct 2028 | Oct 2028 | |
Total | $ 3,524,189 | $ 3,883,325 |
Debt (Principal Payments Due on
Debt (Principal Payments Due on Long-term Debt) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Estimated principal payments remaining on debt outstanding | ||
2022 remaining | $ 160,840 | |
2023 | 2,411,944 | |
2024 | 719,137 | |
2025 | 740,437 | |
2026 | 710,697 | |
Thereafter | 3,639,766 | |
Total | $ 8,382,821 | $ 9,219,378 |
Leases (Narrative) (Details)
Leases (Narrative) (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Lease expense | $ 64 | $ 63 |
Weighted average remaining lease term | 24 years | |
Lease payment | $ 67 | $ 63 |
Leases (Summary of Lease Obliga
Leases (Summary of Lease Obligations and Remaining Payments) (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Lease Obligations [Abstract] | ||
Lease Liability | $ 241,102 | $ 290,327 |
Lease Liability - Less: current portion | (36,706) | (66,269) |
Lease Liability - Long-term leases | $ 204,396 | $ 224,058 |
Leases (Summary of Remaining Pa
Leases (Summary of Remaining Payments under Leases) (Details) | Sep. 30, 2022 USD ($) |
Leases [Abstract] | |
2022 remaining | $ 17,045 |
2023 | 20,830 |
2024 | 4,495 |
2025 | 4,340 |
2026 | 4,215 |
Thereafter | 190,177 |
Total lease payments | $ 241,102 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 9 Months Ended | |||
Feb. 08, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Stockholders' Equity | ||||
Share-based compensation | $ 426,249 | $ 305,653 | ||
Class of Warrant or Right, Outstanding | 418,441 | 418,441 | ||
Restricted Stock [Member] | ||||
Stockholders' Equity | ||||
Share-based compensation expense | $ 294,000 | 194,000 | ||
Unearned share-based compensation expense in future periods | $ 250,000 | |||
Unearned share-based compensation earn period | 2 years 6 months | |||
Stock Options [Member] | ||||
Stockholders' Equity | ||||
Unearned share-based compensation expense in future periods | $ 276,000 | |||
Unearned share-based compensation earn period | 2 years 6 months | |||
Weighted average fair value of stock options grants (in dollars per share) | $ 1.12 | |||
Intrinsic value of options outstanding | $ 0 | $ 18,000 | ||
Intrinsic value of exercisable options | 0 | $ 11,000 | ||
Share-based compensation | $ 133,000 | $ 111,000 | ||
Share-based Compensation | ||||
Exercisable term | 10 years | |||
Minimum [Member] | Stock Options [Member] | ||||
Share-based Compensation | ||||
Award vesting period | 1 year | |||
Maximum [Member] | Stock Options [Member] | ||||
Share-based Compensation | ||||
Award vesting period | 6 years | |||
2006 and 2016 Equity Incentive Plans [Member] | ||||
Stockholders' Equity | ||||
Common stock reserved for future issuances (in shares) | 835,542 | |||
2016 Equity Incentive Plan [Member] | ||||
Stockholders' Equity | ||||
Common stock reserved for future issuances (in shares) | 490,576 | |||
Warrants [Member] | ||||
Stockholders' Equity | ||||
Exercise price (in dollars per share) | $ 3.25 | $ 3.25 | ||
Common Stock [Member] | Warrants [Member] | ||||
Stockholders' Equity | ||||
Expiration date | Jan. 17, 2023 | |||
February 2021 Public Offering [Member] | Common Stock [Member] | ||||
Stockholders' Equity | ||||
Issued (in shares) | 14,950,000 | |||
Proceeds from issuance or sale of equity | $ 119,100,000 |
Stockholders' Equity (Restricte
Stockholders' Equity (Restricted Stock Activity) (Details) - Restricted Stock [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Shares | |
Beginning balance | shares | 65,100 |
Granted | shares | 260,088 |
Vested | shares | (127,495) |
Forfeited | shares | (1,755) |
Ending balance | shares | 195,938 |
Weighted average grant date fair value | |
Beginning balance | $ / shares | $ 4.10 |
Granted | $ / shares | 1.53 |
Vested | $ / shares | 2.26 |
Forfeited | $ / shares | 1.52 |
Ending balance | $ / shares | $ 1.90 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activity) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of options | |
Outstanding, beginning balance | shares | 663,425 |
Issued | shares | 209,755 |
Exercised | shares | (1,012) |
Forfeited | shares | (8,020) |
Expired | shares | (28,606) |
Outstanding, ending balance | shares | 835,542 |
Exercisable | shares | 650,364 |
Weighted average exercise price | |
Outstanding, beginning balance | $ / shares | $ 4.31 |
Issued | $ / shares | 1.55 |
Exercised | $ / shares | 1.52 |
Forfeited | $ / shares | 1.52 |
Expired | $ / shares | 5.85 |
Outstanding, ending balance | $ / shares | 3.59 |
Exercisable | $ / shares | $ 4.06 |
Stockholders' Equity (Stock O_2
Stockholders' Equity (Stock Option Grants Weighted Average Assumptions) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected volatility | 103% |
Risk free interest rate | 2.10% |
Expected dividend yield | 0% |
Expected life (in years) | 5 years |
Stockholders' Equity (Informati
Stockholders' Equity (Information About Options Outstanding and Exercisable) (Details) - Stock Options [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 835,542 |
Number of options exercisable | 650,364 |
$1.52 - $2.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 711,250 |
Weighted average remaining estimated life (in years) | 7 years 3 months 18 days |
Number of options exercisable | 541,366 |
$5.44 - $6.72 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 45,402 |
Weighted average remaining estimated life (in years) | 7 years 9 months 18 days |
Number of options exercisable | 30,108 |
$7.50 - $10.80 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 12,303 |
Weighted average remaining estimated life (in years) | 1 year 2 months 12 days |
Number of options exercisable | 12,303 |
$14.20 - $23.40 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 66,587 |
Weighted average remaining estimated life (in years) | 3 years 6 months |
Number of options exercisable | 66,587 |
Minimum [Member] | $1.52 - $2.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | $ 1.52 |
Minimum [Member] | $5.44 - $6.72 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 5.44 |
Minimum [Member] | $7.50 - $10.80 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 7.50 |
Minimum [Member] | $14.20 - $23.40 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 14.20 |
Maximum [Member] | $1.52 - $2.50 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 2.50 |
Maximum [Member] | $5.44 - $6.72 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 6.72 |
Maximum [Member] | $7.50 - $10.80 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 10.80 |
Maximum [Member] | $14.20 - $23.40 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | $ 23.40 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2022 | |
Tax Credit Carryforward [Line Items] | ||
Unrecognized income tax benefits | $ 0 | |
Income Tax Expense (Benefit) | $ 0 | |
Forecast [Member] | ||
Tax Credit Carryforward [Line Items] | ||
Effective tax rate | 0% |