Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Fiscal Period Focus | Q1 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Period End Date | Mar. 31, 2024 | |
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 | 233 Ayer Road | |
Entity Address, Address Line Two | Suite 4 | |
Entity Address, City or Town | Harvard | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 01451 | |
City Area Code | 978 | |
Local Phone Number | 648-6000 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | AQB | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 3,857,444 | |
Entity Central Index Key | 0001603978 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 2,592,467 | $ 8,203,869 |
Inventory | 472,087 | 1,733,603 |
Prepaid expenses and other current assets | 1,262,582 | 1,700,273 |
Total current assets | 4,327,136 | 11,637,745 |
Property, plant and equipment, net | 170,336,285 | 174,381,382 |
Right of use assets, net | 273,575 | 281,104 |
Intangible assets, net | 201,010 | 204,436 |
Restricted cash | 1,000,000 | 1,000,000 |
Other assets | 46,051 | 46,761 |
Total assets | 176,184,057 | 187,551,428 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 13,106,204 | 12,991,819 |
Accrued employee compensation | 556,963 | 754,621 |
Current debt | 3,024,575 | 795,300 |
Other current liabilities | 106,112 | 30,863 |
Total current liabilities | 16,793,854 | 14,572,603 |
Long-term lease obligations | 242,236 | 250,241 |
Long-term debt, net | 5,300,649 | 7,711,866 |
Total liabilities | 22,336,739 | 22,534,710 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value, 75,000,000 shares authorized 3,857,444 and 3,847,022 shares outstanding at March 31, 2024 and December 31, 2023, respectively | 3,857 | 3,847 |
Additional paid-in capital | 386,103,358 | 385,998,213 |
Accumulated other comprehensive loss | (521,771) | (405,464) |
Accumulated deficit | (231,738,126) | (220,579,878) |
Total stockholders’ equity | 153,847,318 | 165,016,718 |
Total liabilities and stockholders’ equity | $ 176,184,057 | $ 187,551,428 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Condensed Consolidated Balance Sheets [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 75,000,000 | 75,000,000 |
Common stock, shares outstanding (in shares) | 3,857,444 | 3,847,022 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Revenues | ||
Product revenues | $ 477,268 | $ 397,846 |
Costs and expenses | ||
Product costs | 4,476,297 | 3,559,240 |
Sales and marketing | 63,963 | 198,285 |
Research and development | 119,789 | 122,917 |
General and administrative | 2,500,557 | 3,000,482 |
Long-lived asset impairment | 4,265,000 | |
Total costs and expenses | 11,425,606 | 6,880,924 |
Operating loss | (10,948,338) | (6,483,078) |
Other expense | ||
Interest expense | (208,563) | (66,274) |
Other (expense) income, net | (1,347) | 63,284 |
Total other expense | (209,910) | (2,990) |
Net loss | (11,158,248) | (6,486,068) |
Other comprehensive (loss) income: | ||
Foreign currency translation (loss) gain | (116,307) | 4,427 |
Total other comprehensive (loss) income | (116,307) | 4,427 |
Comprehensive loss | $ (11,274,555) | $ (6,481,641) |
Net Loss Per Share, Basic | $ (2.90) | $ (1.69) |
Net Loss Per Share, Diluted | $ (2.90) | $ (1.69) |
Weighted average number of common shares - | ||
Weighted Average Number of Shares Outstanding, Basic | 3,849,248 | 3,837,272 |
Weighted Average Number of Shares Outstanding, Diluted | 3,849,248 | 3,837,272 |
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, 2022 | 3,834,383 | ||||
Beginning balance at Dec. 31, 2022 | $ 3,834 | $ 385,455,961 | $ (516,775) | $ (193,021,977) | $ 191,921,043 |
Net loss | (6,486,068) | (6,486,068) | |||
Other comprehensive income (loss) | 4,427 | 4,427 | |||
Share based compensation (in shares) | 11,423 | ||||
Share based compensation | $ 12 | 196,629 | 196,641 | ||
Ending balance (in shares) at Mar. 31, 2023 | 3,845,806 | ||||
Ending balance at Mar. 31, 2023 | $ 3,846 | 385,652,590 | (512,348) | (199,508,045) | 185,636,043 |
Beginning balance (in shares) at Dec. 31, 2023 | 3,847,022 | ||||
Beginning balance at Dec. 31, 2023 | $ 3,847 | 385,998,213 | (405,464) | (220,579,878) | 165,016,718 |
Net loss | (11,158,248) | (11,158,248) | |||
Other comprehensive income (loss) | (116,307) | (116,307) | |||
Share based compensation (in shares) | 10,422 | ||||
Share based compensation | $ 10 | 105,145 | 105,155 | ||
Ending balance (in shares) at Mar. 31, 2024 | 3,857,444 | ||||
Ending balance at Mar. 31, 2024 | $ 3,857 | $ 386,103,358 | $ (521,771) | $ (231,738,126) | $ 153,847,318 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Operating activities | ||
Net loss | $ (11,158,248) | $ (6,486,068) |
Adjustment to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 575,544 | 531,726 |
Share-based compensation | 105,155 | 196,641 |
Long-lived asset impairment | 4,265,000 | |
Other non-cash charge | 3,390 | 3,834 |
Changes in operating assets and liabilities: | ||
Inventory | 1,257,290 | (99,936) |
Prepaid expenses and other assets | 441,015 | (155,167) |
Accounts payable and accrued liabilities | 335,835 | 184,232 |
Accrued employee compensation | (197,658) | (316,815) |
Net cash used in operating activities | (4,372,677) | (6,141,553) |
Investing activities | ||
Purchases of and deposits on property, plant and equipment | (1,169,203) | (22,931,293) |
Other investing activities | (3,959) | |
Net cash used in investing activities | (1,169,203) | (22,935,252) |
Financing activities | ||
Proceeds from issuance of debt | 117,292 | 394,156 |
Repayment of term debt | (184,019) | (179,392) |
Net cash (used in) provided by financing activities | (66,727) | 214,764 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,795) | 27 |
Net change in cash, cash equivalents and restricted cash | (5,611,402) | (28,862,014) |
Cash, cash equivalents and restricted cash at beginning of period | 9,203,869 | 102,638,557 |
Cash, cash equivalents and restricted cash at end of period | 3,592,467 | 73,776,543 |
Reconciliation of cash, cash equivalents and restricted cash reported in the consolidated balance sheet: | ||
Cash and cash equivalents | 2,592,467 | 72,776,543 |
Restricted cash | 1,000,000 | 1,000,000 |
Total cash, cash equivalents and restricted cash | 3,592,467 | 73,776,543 |
Supplemental disclosure of cash flow information and non-cash transactions: | ||
Interest paid in cash | 205,173 | 62,439 |
Property and equipment included in accounts payable and accrued liabilities | $ 11,464,684 | $ 9,216,027 |
Nature of Business and Organiza
Nature of Business and Organization | 3 Months Ended |
Mar. 31, 2024 | |
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 Atlantic 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 AquAdvantage salmon product (“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 product in Canada. In 2021, the Parent obtained regulatory approval from the National Biosafety Technical Commission for the sale of its GE Atlantic salmon product in Brazil. In 2021, the Company began harvesting and selling its GE Atlantic salmon in the United States and Canada. In February 2024, the Company commenced a process to identify a potential buyer for its Indiana farm. This decision resulted in a $ 4.3 million non-cash impairment of long-lived assets and a $ 1.0 million net realizable value adjustment of inventory at the Indiana farm. As of March 31, 2024, the Indiana farm was not available for immediate sale in its present condition, as the Company needs to complete additional system shut down processes. Therefore, the related long-lived assets continued to be classified as held in use. |
Going Concern Uncertainty
Going Concern Uncertainty | 3 Months Ended |
Mar. 31, 2024 | |
Going Concern Uncertainty [Abstract] | |
Going Concern Uncertainty | 2. Going Concern Uncertainty Since inception, the Company has incurred cumulative net losses and negative cash flows from operations and expects that this will continue for the foreseeable future. As of March 31, 2024, the Company has $ 3.6 million in cash and cash equivalents, and restricted cash. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, or on terms acceptable to the Company, or at all. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. Until such time as the Company reaches profitability, it will require additional financing to fund its operations and execute its business plan. |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation [Abstract] | |
Basis of Presentation | 3. 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, 2023. 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 March 31, 2024, 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 SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. On October 12, 2023, the stockholders of the Company approved a reverse stock split of the Company’s common stock, and the Board of Directors approved a split ratio of 1-for-20 . The reverse stock split was implemented on October 16, 2023. In conjunction with the reverse stock split, the number of shares of common stock authorized for issuance was reduced from 150 million to 75 million. All share and per share information, as well as other related information on equity instruments in the unaudited condensed consolidated financial statements and accompanying notes have been adjusted to reflect this change. Revenue recognition The Company is comprised of one reporting segment and 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 three months ended March 31, 2024, the Company recognized the following product revenue: Three Months Ended March 31, 2024 U.S. Canada Total GE Atlantic salmon $ 395,157 $ - $ 395,157 Non-GE Atlantic salmon and fry 29,789 29,789 Non-GE Atlantic salmon eggs 50,402 50,402 Other revenue 1,920 1,920 Total Revenue $ 395,157 $ 82,111 $ 477,268 During the three months ended March 31, 2023, the Company recognized the following product revenue: Three Months Ended March 31, 2023 U.S. Canada Total GE Atlantic salmon $ 392,428 $ - $ 392,428 Non-GE Atlantic salmon and fry 730 730 Non-GE Atlantic salmon eggs - 730 730 Other revenue - 3,958 3,958 Total Revenue $ 392,428 $ 5,418 $ 397,846 During the three months ended March 31, 2024 and 2023, the Company had the following customer concentration of revenue: Three Months Ended March 31, 2024 2023 Customer A 29 % 54 % Customer B 28 % 24 % Customer C 10 % 15 % All other 33 % 7 % Total of all customers 100 % 100 % 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 shares of common stock outstanding during the period. Basic net loss per share is based solely on the number of shares of common stock outstanding during the period. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants or options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential shares of common stock are considered anti-dilutive and are excluded from the calculation of diluted net loss per share. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: Three Months Ended March 31, Weighted Average Outstanding 2024 2023 Stock options 74,670 42,035 Warrants - 3,721 Unvested stock awards 31,590 12,663 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 | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Risks and Uncertainties | 4. 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. 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 and investing in 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 $ 229 thousand and $ 227 thousand as of March 31, 2024 and December 31, 2023, respectively. |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2024 | |
Inventory [Abstract] | |
Inventory | 5. Inventory Major classifications of inventory are summarized as follows: March 31, 2024 December 31, 2023 Feed, net $ 138,639 167,136 Eggs and fry 333,448 147,998 Fish in process — 1,418,469 Inventory $ 472,087 1,733,603 The Company recorded a feed inventory reserve of $ 100 thousand at March 31, 2024 for its Indiana farm, in conjunction with the farm’s planned sale. |
Prepaid and Other Current Asset
Prepaid and Other Current Assets | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid and Other Current Assets [Abstract] | |
Prepaid and Other Current Assets | 6. Prepaid and other current assets Major classifications of prepaid and other current assets are summarized as follows: March 31, 2024 December 31, 2023 Receivables $ 1,028,593 $ 1,216,585 Prepaid insurance 113,630 388,049 Prepaid supplies 109,193 85,988 Deposits and other 11,166 9,651 Total prepaid expenses and other current assets $ 1,262,582 $ 1,700,273 |
Property, Plant and Equipment
Property, Plant and Equipment | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | 7. Property, plant and equipment Major classifications of property, plant and equipment are summarized as follows: March 31, 2024 December 31, 2023 Land $ 2,897,883 $ 2,974,685 Building and improvements 15,069,323 15,804,739 Construction in process 147,471,299 147,755,336 Equipment 15,848,172 18,285,038 Office furniture and equipment 208,683 231,758 Vehicles 106,137 108,120 Total property and equipment $ 181,601,497 $ 185,159,676 Less accumulated depreciation and amortization ( 11,265,212 ) ( 10,778,294 ) Property, plant and equipment, net $ 170,336,285 $ 174,381,382 Depreciation expense was $ 572 thousand and $ 525 thousand, for the three months ended March 31, 2024 and 2023, respectively. As of March 31, 2024, construction in process included $ 142.7 million, $ 4.3 million, and $ 418 thousand for construction related to the Ohio, Rollo Bay and Indiana farm sites, respectively. An additional $ 16.3 million has been contractually committed for these farm sites as of March 31, 2024. In February 2024, the Company commenced a process to identify a potential buyer for its Indiana farm. This decision was determined to be an impairment triggering event for long-lived assets at the Indiana farm, resulting in the impairment of $ 4.3 million of long-lived assets. The Company determined the impairment charge, based on its estimate of the potential market value of the asset group to be sold, net of selling costs, compared to the current net book value of those assets. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
Debt | 8. Debt Interest rate Monthly repayment Maturity date March 31, 2024 December 31, 2023 ACOA AIF Grant 0 % Royalties - $ 2,120,912 $ 2,166,289 ACOA term loan #1 0 % C$ 3,120 Feb 2027 80,674 89,460 ACOA term loan #2 0 % C$ 4,630 Sep 2029 225,641 240,946 ACOA term loan #3 0 % C$ 6,945 Dec 2025 107,692 125,712 ACOA term loan #4 3.0 % C$ 1,674 Mar 2034 116,864 — Kubota Canada Ltd. 0 % C$ 1,142 Jan 2025 8,437 11,202 DFO term loan 0 % C$ 14,896 Jan 2034 1,277,854 1,305,193 Finance PEI term loan 6.5 % C$ 19,913 Dec 2028 1,661,018 1,713,837 First Farmers Bank & Trust term loan 5.4 % $ 56,832 Oct 2028 2,759,979 2,891,763 Total debt $ 8,359,071 $ 8,544,402 less: debt issuance costs ( 33,847 ) ( 37,236 ) less: current portion ( 3,024,575 ) ( 795,300 ) Long-term debt, net $ 5,300,649 $ 7,711,866 In April 2024, the Company paid off the First Farmers Bank & Trust term loan. See note 13 “Subsequent Events” for additional information. In December 2023, our Canadian subsidiary, AQUA Bounty Canada Inc. (the “Canadian Subsidiary”), entered into a Contribution Agreement with the Atlantic Canada Opportunities Agency, whereby it is eligible to receive up to C$ 612 thousand ($ 452 thousand) to support business productivity and scale-up for its Rollo Bay farm (the “ACOA term loan #4”). On February 29, 2024, the Canadian Subsidiary borrowed C$ 158,246 ($ 116,864 ) under the ACOA term loan #4 . Borrowings are at a 3 % interest rate, and monthly repayments commence in April 2025, with maturity in March 2034. The Company recognized interest expense of $ 70 thousand and $ 66 thousand for the three months ended March 31, 2024 and 2023, respectively, on its interest-bearing debt. Principal payments due on the long-term debt are as follows: Total 2024 remaining $ 2,973,136 2025 347,558 2026 293,294 2027 275,921 2028 1,561,760 Thereafter 2,907,402 Total $ 8,359,071 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Leases | 9. Leases The tables below summarize the Company’s outstanding lease liabilities at March 31, 2024 and December 31, 2023 and its lease expense for the three months ended March 31, 2024 and 2023: March 31, 2024 December 31, 2023 Operating lease right-of-use assets, net $ 273,575 $ 281,104 Right-of-use assets obtained for new lease liabilities - 84,143 Other current liabilities 31,339 30,863 Operating lease liabilities 242,236 250,241 Total operating lease liabilities $ 273,575 $ 281,104 Three Months Ended March 31, 2024 2023 Operating lease expense $ 11,938 $ 21,501 Short-term lease expense - - Lease payments included in operating cash flows 16,308 26,145 Weighted average remaining lease term 22.4 years 25.8 years Weighted average discount rate 8 % 8 % Remaining payments under leases are as follows: Year Amount 2024 remaining $ 36,116 2025 49,801 2026 40,373 2027 19,102 2028 19,676 Thereafter 544,549 Total lease payments 709,617 Less: imputed interest ( 436,042 ) Total operational lease liabilities $ 273,575 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | 10. Stockholders’ equity Share-based compensation At March 31, 2024, the Company has reserved 73,810 and 23,611 shares of common stock issuable upon the exercise of outstanding stock options and unvested stock awards, respectively, under its 2006 and 2016 Equity Incentive Plans. An additional 69,712 shares of common stock are reserved for future equity awards under the 2016 Equity Incentive Plan. Unvested Stock Awards A summary of the Company’s unvested stock awards for the three months ended March 31, 2024, is as follows: Shares Weighted average grant date fair value Unvested at December 31, 2023 34,140 $ 11.91 Granted — — Vested ( 10,422 ) 18.66 Forfeited ( 107 ) 13.07 Unvested at March 31, 2024 23,611 $ 8.93 During the three months ended March 31, 2024 and 2023, the Company expensed $ 46 thousand and $ 155 thousand, respectively, related to the stock awards. At March 31, 2024, the balance of unearned share-based compensation to be expensed in future periods related to the stock awards is $ 171 thousand. The period over which the unearned share-based compensation is expected to be earned is approximately 1.2 years. Stock options The Company’s option activity is summarized as follows: Number of options Weighted average exercise price Outstanding at December 31, 2023 75,669 $ 41.64 Issued — — Exercised — — Forfeited ( 341 ) 7.20 Expired ( 1,518 ) 340.88 Outstanding at March 31, 2024 73,810 $ 35.64 Exercisable at March 31, 2024 49,443 $ 48.35 Unless otherwise indicated, options issued to employees, members of the Board of Directors, and non-employees generally vest over a period of one year to three years and are exercisable for a term of ten years from the date of issuance. There were no stock options granted during the three months ended March 31, 2024. There was no intrinsic value for options outstanding or exercisable at March 31, 2024 and December 31, 2023. The following table summarizes information about options outstanding and exercisable at March 31, 2024: Weighted average exercise price of outstanding options Number of options outstanding Weighted average remaining estimated life (in years) Number of options exercisable < $ 10.00 34,009 9.2 12,441 $ 20.00 - $ 50.00 35,217 5.8 32,418 $ 100.00 - $ 200.00 2,369 6.2 2,369 $ 200.00 - $ 500.00 2,215 3.0 2,215 73,810 49,443 Total share-based compensation on stock-option grants amounted to $ 59 thousand and $ 41 thousand for the three months ended March 31, 2024 and 2023, respectively. At March 31, 2024, the balance of unearned share-based compensation to be expensed in future periods related to unvested share-based awards was $ 155 thousand. The period over which the unearned share-based compensation is expected to be earned is approximately 1.2 years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies [Abstract] | |
Commitments and Contingencies | 11. Commitments and contingencies The Company recognizes and discloses commitments when it enters into executed contractual obligations with other parties. The Company accrues contingent liabilities when it is probable that future expenditures will be made and such expenditures can be reasonably estimated. The Company is subject to legal proceedings and claims arising in the normal course of business. Management believes that final disposition of any such matters existing at March 31, 2024, will not have a material adverse effect on the Company’s financial position or results of operations. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2024 | |
Income Taxes [Abstract] | |
Income Taxes | 12. Income Taxes The Company incurred losses for the three months ended March 31, 2024 and is forecasting additional losses through the remainder of the year ending December 31, 2024, resulting in an estimated net loss for both financial statement and tax purposes for the year ending December 31, 2024. 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 March 31, 2024, the Company had no unrecognized income tax benefits that would reduce the Company’s effective tax rate if recognized. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events | 13. Subsequent Events On April 18, 2024, the Parent and certain of its subsidiaries entered into a Loan and Security agreement (“Loan Agreement”) with JMB Capital Partners Lending, LLC to fund working capital through a secured term loan of up to $ 10 million that matures on July 31, 2024 or, if earlier, upon the sale of certain collateral or upon an Event of Default (as defined in the Loan Agreement). Of the total loan amount, $ 5 million was advanced on April 18, 2024, and an additional $ 5 million will be advanced upon the satisfaction of certain conditions set out in the Loan Agreement. The loan bears interest at a rate of 15 % on its outstanding principal balance and is subject to a commitment fee equal to 5 %, payable at closing, and an exit fee equal to 8 %. Of the initial loan advancement, approximately $ 2.8 million was used to pay the remaining outstanding balance of the Company’s term loan with First Farmers Bank & Trust, upon which the $ 1 million of restricted cash held by the Company as of both March 31, 2024 and December 31, 2023, was no longer deemed to be restricted. |
Nature of Business and Organi_2
Nature of Business and Organization (Policy) | 3 Months Ended |
Mar. 31, 2024 | |
Nature of Business and Organization [Abstract] | |
Nature of Business | 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 Atlantic 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 AquAdvantage salmon product (“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 product in Canada. In 2021, the Parent obtained regulatory approval from the National Biosafety Technical Commission for the sale of its GE Atlantic salmon product in Brazil. In 2021, the Company began harvesting and selling its GE Atlantic salmon in the United States and Canada. In February 2024, the Company commenced a process to identify a potential buyer for its Indiana farm. This decision resulted in a $ 4.3 million non-cash impairment of long-lived assets and a $ 1.0 million net realizable value adjustment of inventory at the Indiana farm. As of March 31, 2024, the Indiana farm was not available for immediate sale in its present condition, as the Company needs to complete additional system shut down processes. Therefore, the related long-lived assets continued to be classified as held in use. |
Going Concern Uncertainty (Poli
Going Concern Uncertainty (Policy) | 3 Months Ended |
Mar. 31, 2024 | |
Going Concern Uncertainty [Abstract] | |
Going Concern Uncertainty | Since inception, the Company has incurred cumulative net losses and negative cash flows from operations and expects that this will continue for the foreseeable future. As of March 31, 2024, the Company has $ 3.6 million in cash and cash equivalents, and restricted cash. The Company’s ability to continue as a going concern is dependent upon its ability to raise additional capital, and there can be no assurance that such capital will be available in sufficient amounts, on a timely basis, or on terms acceptable to the Company, or at all. This raises substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying condensed consolidated financial statements are issued. The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. Until such time as the Company reaches profitability, it will require additional financing to fund its operations and execute its business plan. |
Basis of Presentation (Policy)
Basis of Presentation (Policy) | 3 Months Ended |
Mar. 31, 2024 | |
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, 2023. 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 March 31, 2024, 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 SEC rules and regulations; however, the Company believes that its disclosures are adequate to ensure that the information presented is not misleading. |
Reverse Stock Split | On October 12, 2023, the stockholders of the Company approved a reverse stock split of the Company’s common stock, and the Board of Directors approved a split ratio of 1-for-20 . The reverse stock split was implemented on October 16, 2023. In conjunction with the reverse stock split, the number of shares of common stock authorized for issuance was reduced from 150 million to 75 million. All share and per share information, as well as other related information on equity instruments in the unaudited condensed consolidated financial statements and accompanying notes have been adjusted to reflect this change. |
Revenue Recognition | Revenue recognition The Company is comprised of one reporting segment and 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 three months ended March 31, 2024, the Company recognized the following product revenue: Three Months Ended March 31, 2024 U.S. Canada Total GE Atlantic salmon $ 395,157 $ - $ 395,157 Non-GE Atlantic salmon and fry 29,789 29,789 Non-GE Atlantic salmon eggs 50,402 50,402 Other revenue 1,920 1,920 Total Revenue $ 395,157 $ 82,111 $ 477,268 During the three months ended March 31, 2023, the Company recognized the following product revenue: Three Months Ended March 31, 2023 U.S. Canada Total GE Atlantic salmon $ 392,428 $ - $ 392,428 Non-GE Atlantic salmon and fry 730 730 Non-GE Atlantic salmon eggs - 730 730 Other revenue - 3,958 3,958 Total Revenue $ 392,428 $ 5,418 $ 397,846 During the three months ended March 31, 2024 and 2023, the Company had the following customer concentration of revenue: Three Months Ended March 31, 2024 2023 Customer A 29 % 54 % Customer B 28 % 24 % Customer C 10 % 15 % All other 33 % 7 % Total of all customers 100 % 100 % |
Net Loss Per Share | 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 shares of common stock outstanding during the period. Basic net loss per share is based solely on the number of shares of common stock outstanding during the period. Fully diluted net loss per share includes the number of shares of common stock issuable upon the exercise of warrants or options with an exercise price less than the fair value of the common stock. Since the Company is reporting a net loss for all periods presented, all potential shares of common stock are considered anti-dilutive and are excluded from the calculation of diluted net loss per share. The following potentially dilutive securities have been excluded from the calculation of diluted net loss per share, as their effect is anti-dilutive: Three Months Ended March 31, Weighted Average Outstanding 2024 2023 Stock options 74,670 42,035 Warrants - 3,721 Unvested stock awards 31,590 12,663 |
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) | 3 Months Ended |
Mar. 31, 2024 | |
Basis of Presentation [Abstract] | |
Schedule of Product Information | During the three months ended March 31, 2024, the Company recognized the following product revenue: Three Months Ended March 31, 2024 U.S. Canada Total GE Atlantic salmon $ 395,157 $ - $ 395,157 Non-GE Atlantic salmon and fry 29,789 29,789 Non-GE Atlantic salmon eggs 50,402 50,402 Other revenue 1,920 1,920 Total Revenue $ 395,157 $ 82,111 $ 477,268 During the three months ended March 31, 2023, the Company recognized the following product revenue: Three Months Ended March 31, 2023 U.S. Canada Total GE Atlantic salmon $ 392,428 $ - $ 392,428 Non-GE Atlantic salmon and fry 730 730 Non-GE Atlantic salmon eggs - 730 730 Other revenue - 3,958 3,958 Total Revenue $ 392,428 $ 5,418 $ 397,846 |
Schedule of Customer Concentration of Revenue | Three Months Ended March 31, 2024 2023 Customer A 29 % 54 % Customer B 28 % 24 % Customer C 10 % 15 % All other 33 % 7 % Total of all customers 100 % 100 % |
Schedule of Impact of Potentially Dilutive Securities Outstanding | Three Months Ended March 31, Weighted Average Outstanding 2024 2023 Stock options 74,670 42,035 Warrants - 3,721 Unvested stock awards 31,590 12,663 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory [Abstract] | |
Schedule of Inventory | March 31, 2024 December 31, 2023 Feed, net $ 138,639 167,136 Eggs and fry 333,448 147,998 Fish in process — 1,418,469 Inventory $ 472,087 1,733,603 |
Prepaid and Other Current Ass_2
Prepaid and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Prepaid and Other Current Assets [Abstract] | |
Schedule of Prepaid and Other Current Assets | March 31, 2024 December 31, 2023 Receivables $ 1,028,593 $ 1,216,585 Prepaid insurance 113,630 388,049 Prepaid supplies 109,193 85,988 Deposits and other 11,166 9,651 Total prepaid expenses and other current assets $ 1,262,582 $ 1,700,273 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property, Plant and Equipment | March 31, 2024 December 31, 2023 Land $ 2,897,883 $ 2,974,685 Building and improvements 15,069,323 15,804,739 Construction in process 147,471,299 147,755,336 Equipment 15,848,172 18,285,038 Office furniture and equipment 208,683 231,758 Vehicles 106,137 108,120 Total property and equipment $ 181,601,497 $ 185,159,676 Less accumulated depreciation and amortization ( 11,265,212 ) ( 10,778,294 ) Property, plant and equipment, net $ 170,336,285 $ 174,381,382 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt [Abstract] | |
Terms and Conditions of Long-term Debt Outstanding | Interest rate Monthly repayment Maturity date March 31, 2024 December 31, 2023 ACOA AIF Grant 0 % Royalties - $ 2,120,912 $ 2,166,289 ACOA term loan #1 0 % C$ 3,120 Feb 2027 80,674 89,460 ACOA term loan #2 0 % C$ 4,630 Sep 2029 225,641 240,946 ACOA term loan #3 0 % C$ 6,945 Dec 2025 107,692 125,712 ACOA term loan #4 3.0 % C$ 1,674 Mar 2034 116,864 — Kubota Canada Ltd. 0 % C$ 1,142 Jan 2025 8,437 11,202 DFO term loan 0 % C$ 14,896 Jan 2034 1,277,854 1,305,193 Finance PEI term loan 6.5 % C$ 19,913 Dec 2028 1,661,018 1,713,837 First Farmers Bank & Trust term loan 5.4 % $ 56,832 Oct 2028 2,759,979 2,891,763 Total debt $ 8,359,071 $ 8,544,402 less: debt issuance costs ( 33,847 ) ( 37,236 ) less: current portion ( 3,024,575 ) ( 795,300 ) Long-term debt, net $ 5,300,649 $ 7,711,866 |
Principal Payments Due on Long-term Debt | Total 2024 remaining $ 2,973,136 2025 347,558 2026 293,294 2027 275,921 2028 1,561,760 Thereafter 2,907,402 Total $ 8,359,071 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Leases [Abstract] | |
Summary of Lease Liabilities and Lease Expenses | March 31, 2024 December 31, 2023 Operating lease right-of-use assets, net $ 273,575 $ 281,104 Right-of-use assets obtained for new lease liabilities - 84,143 Other current liabilities 31,339 30,863 Operating lease liabilities 242,236 250,241 Total operating lease liabilities $ 273,575 $ 281,104 Three Months Ended March 31, 2024 2023 Operating lease expense $ 11,938 $ 21,501 Short-term lease expense - - Lease payments included in operating cash flows 16,308 26,145 Weighted average remaining lease term 22.4 years 25.8 years Weighted average discount rate 8 % 8 % |
Remaining Payments Under Leases | Year Amount 2024 remaining $ 36,116 2025 49,801 2026 40,373 2027 19,102 2028 19,676 Thereafter 544,549 Total lease payments 709,617 Less: imputed interest ( 436,042 ) Total operational lease liabilities $ 273,575 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity [Abstract] | |
Unvested Stock Award Activity | Shares Weighted average grant date fair value Unvested at December 31, 2023 34,140 $ 11.91 Granted — — Vested ( 10,422 ) 18.66 Forfeited ( 107 ) 13.07 Unvested at March 31, 2024 23,611 $ 8.93 |
Stock Option Activity | Number of options Weighted average exercise price Outstanding at December 31, 2023 75,669 $ 41.64 Issued — — Exercised — — Forfeited ( 341 ) 7.20 Expired ( 1,518 ) 340.88 Outstanding at March 31, 2024 73,810 $ 35.64 Exercisable at March 31, 2024 49,443 $ 48.35 |
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 < $ 10.00 34,009 9.2 12,441 $ 20.00 - $ 50.00 35,217 5.8 32,418 $ 100.00 - $ 200.00 2,369 6.2 2,369 $ 200.00 - $ 500.00 2,215 3.0 2,215 73,810 49,443 |
Nature of Business and Organi_3
Nature of Business and Organization (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended |
Feb. 29, 2024 | Mar. 31, 2024 | |
Nature of Business and Organization [Abstract] | ||
Long-lived asset impairment | $ 4,300,000 | $ 4,265,000 |
Inventory net realizable value adjustment | $ 1,000,000 |
Going Concern Uncertainty (Narr
Going Concern Uncertainty (Narrative) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Going Concern Uncertainty [Abstract] | ||||
Cash and cash equivalents | $ 3,592,467 | $ 9,203,869 | $ 73,776,543 | $ 102,638,557 |
Basis of Presentation (Narrativ
Basis of Presentation (Narrative) (Details) | Oct. 16, 2023 | Mar. 31, 2024 shares | Dec. 31, 2023 shares | Oct. 12, 2023 shares |
Basis of Presentation [Abstract] | ||||
Stock split conversion ratio, reverse split | 0.05 | |||
Authorized shares of common stock | 75,000,000 | 75,000,000 | 150,000,000 |
Basis of Presentation (Schedule
Basis of Presentation (Schedule of Product Information) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Revenues | $ 477,268 | $ 397,846 |
GE Atlantic salmon [Member] | ||
Product Information [Line Items] | ||
Revenues | 395,157 | 392,428 |
Non-GE Atlantic salmon and fry [Member] | ||
Product Information [Line Items] | ||
Revenues | 29,789 | 730 |
Non-GE Atlantic salmon eggs [Member] | ||
Product Information [Line Items] | ||
Revenues | 50,402 | 730 |
Other revenue [Member] | ||
Product Information [Line Items] | ||
Revenues | 1,920 | 3,958 |
U.S. [Member] | ||
Product Information [Line Items] | ||
Revenues | 395,157 | 392,428 |
U.S. [Member] | GE Atlantic salmon [Member] | ||
Product Information [Line Items] | ||
Revenues | 395,157 | 392,428 |
Canada [Member] | ||
Product Information [Line Items] | ||
Revenues | 82,111 | 5,418 |
Canada [Member] | Non-GE Atlantic salmon and fry [Member] | ||
Product Information [Line Items] | ||
Revenues | 29,789 | 730 |
Canada [Member] | Non-GE Atlantic salmon eggs [Member] | ||
Product Information [Line Items] | ||
Revenues | 50,402 | 730 |
Canada [Member] | Other revenue [Member] | ||
Product Information [Line Items] | ||
Revenues | $ 1,920 | $ 3,958 |
Basis of Presentation (Schedu_2
Basis of Presentation (Schedule of Customer Concentration of Revenue) (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Product Information [Line Items] | ||
Concentration Risk, Percentage | 100% | 100% |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 29% | 54% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 28% | 24% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 10% | 15% |
All Other [Member] | ||
Product Information [Line Items] | ||
Concentration Risk, Percentage | 33% | 7% |
Basis of Presentation (Schedu_3
Basis of Presentation (Schedule of Potentially Dilutive Securities Excluded from Calculation as Effect is Anti-Dilutive) (Details) - shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 74,670 | 42,035 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 3,721 | |
Unvested Stock Awards [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive securities | 31,590 | 12,663 |
Risks and Uncertainties (Narrat
Risks and Uncertainties (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Dec. 31, 2023 |
Canada [Member] | Credit Concentration Risk [Member] | ||
Concentration Risk [Line Items] | ||
Cash in Canadian bank accounts | $ 229 | $ 227 |
Inventory (Narrative) (Details)
Inventory (Narrative) (Details) - USD ($) $ in Thousands | Mar. 31, 2024 | Feb. 29, 2024 |
Inventory [Line Items] | ||
Inventory reserve | $ 1,000 | |
Feed [Member] | ||
Inventory [Line Items] | ||
Inventory reserve | $ 100 |
Inventory (Schedule of Inventor
Inventory (Schedule of Inventory) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Inventory [Line Items] | ||
Inventory, net | $ 472,087 | $ 1,733,603 |
Feed [Member] | ||
Inventory [Line Items] | ||
Inventory, net | 138,639 | 167,136 |
Eggs And Fry [Member] | ||
Inventory [Line Items] | ||
Inventory, net | $ 333,448 | 147,998 |
Fish In Process [Member] | ||
Inventory [Line Items] | ||
Inventory, net | $ 1,418,469 |
Prepaid and Other Current Ass_3
Prepaid and Other Current Assets (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Prepaid and Other Current Assets [Abstract] | ||
Receivables | $ 1,028,593 | $ 1,216,585 |
Prepaid insurance | 113,630 | 388,049 |
Prepaid supplies | 109,193 | 85,988 |
Deposits and other | 11,166 | 9,651 |
Prepaid expenses and other current assets | $ 1,262,582 | $ 1,700,273 |
Property, Plant and Equipment_2
Property, Plant and Equipment (Narrative) (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Feb. 29, 2024 | Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation and amortization expense | $ 572,000,000 | $ 525,000,000 | ||
Gross property, plant, and equipment | 181,601,497 | $ 185,159,676 | ||
Commitments to purchase property, plant, and equipment | 16,300,000 | |||
Long-lived asset impairment | $ 4,300,000 | 4,265,000 | ||
Construction In Process [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 147,471,299 | $ 147,755,336 | ||
Ohio Farm [Member] | Construction In Process [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 142,700,000 | |||
Rollo Bay Farm And Fortune Bay Hatchery [Member] | Construction In Process [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | 4,300,000 | |||
Indiana Aquaculture Farm [Member] | Construction In Process [Member] | ||||
Property, Plant and Equipment [Line Items] | ||||
Gross property, plant, and equipment | $ 418,000,000 |
Property, Plant and Equipment_3
Property, Plant and Equipment (Schedule of Property, Plant and Equipment) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 181,601,497 | $ 185,159,676 |
Less accumulated depreciation and amortization | (11,265,212) | (10,778,294) |
Property, plant and equipment, net | 170,336,285 | 174,381,382 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 2,897,883 | 2,974,685 |
Building And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,069,323 | 15,804,739 |
Construction In Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 147,471,299 | 147,755,336 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 15,848,172 | 18,285,038 |
Office Furniture And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | 208,683 | 231,758 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total property and equipment | $ 106,137 | $ 108,120 |
Debt (Narrative) (Details)
Debt (Narrative) (Details) | 1 Months Ended | 3 Months Ended | ||||
Dec. 31, 2023 USD ($) | Dec. 31, 2023 CAD ($) | Mar. 31, 2024 USD ($) | Mar. 31, 2023 USD ($) | Feb. 29, 2024 USD ($) | Feb. 29, 2024 CAD ($) | |
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 117,292 | $ 394,156 | ||||
Interest expense | $ 70,000 | $ 66,000 | ||||
ACOA Term Loan #4 [Member | ||||||
Debt Instrument [Line Items] | ||||||
Interest rate | 3% | |||||
Canadian Subsidiary [Member] | Secured Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Proceeds from issuance of debt | $ 452,000 | $ 612,000 | ||||
Canadian Subsidiary [Member] | Secured Debt [Member] | ACOA Term Loan #4 [Member | ||||||
Debt Instrument [Line Items] | ||||||
Amount borrowed | $ 116,864 | $ 158,246 | ||||
Interest rate | 3% | 3% |
Debt (Terms and Conditions of L
Debt (Terms and Conditions of Long-term Debt Outstanding) (Details) | 3 Months Ended | ||
Mar. 31, 2024 USD ($) | Mar. 31, 2024 CAD ($) | Dec. 31, 2023 USD ($) | |
Debt Instrument [Line Items] | |||
Total debt | $ 8,359,071 | $ 8,544,402 | |
less: debt issuance costs | (33,847) | (37,236) | |
less: current portion | (3,024,575) | (795,300) | |
Long-term debt, net | $ 5,300,649 | 7,711,866 | |
ACOA AIF Grant [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Maturity date | - | - | |
Total debt | $ 2,120,912 | 2,166,289 | |
ACOA Term Loan #1 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 3,120 | ||
Maturity date | Feb 2027 | Feb 2027 | |
Total debt | $ 80,674 | 89,460 | |
ACOA Term Loan #2 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 4,630 | ||
Maturity date | Sep 2029 | Sep 2029 | |
Total debt | $ 225,641 | 240,946 | |
ACOA Term Loan #3 [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 6,945 | ||
Maturity date | Dec 2025 | Dec 2025 | |
Total debt | $ 107,692 | 125,712 | |
ACOA Term Loan #4 [Member | |||
Debt Instrument [Line Items] | |||
Interest rate | 3% | ||
Monthly repayment | $ 1,674 | ||
Maturity date | Mar 2034 | Mar 2034 | |
Total debt | $ 116,864 | ||
Kubota Canada Ltd [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 1,142 | ||
Maturity date | Jan 2025 | Jan 2025 | |
Total debt | $ 8,437 | 11,202 | |
DFO Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 0% | ||
Monthly repayment | $ 14,896 | ||
Maturity date | Jan 2034 | Jan 2034 | |
Total debt | $ 1,277,854 | 1,305,193 | |
Finance PEI Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.50% | ||
Monthly repayment | $ 19,913 | ||
Maturity date | Dec 2028 | Dec 2028 | |
Total debt | $ 1,661,018 | 1,713,837 | |
First Farmers Bank & Trust [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 5.40% | ||
Monthly repayment | $ 56,832 | ||
Maturity date | Oct 2028 | Oct 2028 | |
Total debt | $ 2,759,979 | $ 2,891,763 |
Debt (Principal Payments Due on
Debt (Principal Payments Due on Long-term Debt) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Year | ||
2024 remaining | $ 2,973,136 | |
2025 | 347,558 | |
2026 | 293,294 | |
2027 | 275,921 | |
2028 | 1,561,760 | |
Thereafter | 2,907,402 | |
Total debt | $ 8,359,071 | $ 8,544,402 |
Leases (Summary of Lease Obliga
Leases (Summary of Lease Obligations) (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | |
Leases [Abstract] | |||
Operating lease right-of-use assets, net | $ 281,104 | $ 273,575 | |
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Operating lease right-of-use assets, net | Operating lease right-of-use assets, net | |
Right-of-use assets obtained for new lease liabilities | 84,143 | ||
Other current liabilities | 30,863 | $ 31,339 | |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Other Liabilities, Current | Other Liabilities, Current | |
Operating lease liabilities | 250,241 | $ 242,236 | |
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Operating lease liabilities | Operating lease liabilities | |
Total operating lease liabilities | $ 281,104 | $ 273,575 |
Leases (Summary of Lease Costs)
Leases (Summary of Lease Costs) (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 | |
Leases [Abstract] | |||
Operating lease expense | $ 11,938 | $ 21,501 | |
Lease payments included in operating cash flows | $ 16,308 | $ 26,145 | |
Weighted average remaining lease term | 22 years 4 months 24 days | 25 years 9 months 18 days | |
Weighted average discount rate | 8% | 8% |
Leases (Summary of Remaining Pa
Leases (Summary of Remaining Payments under Leases) (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Leases [Abstract] | ||
2024 remaining | $ 36,116 | |
2025 | 49,801 | |
2026 | 40,373 | |
2027 | 19,102 | |
2028 | 19,676 | |
Thereafter | 544,549 | |
Total lease payments | 709,617 | |
Less: imputed interest | (436,042) | |
Total operating lease liabilities | $ 273,575 | $ 281,104 |
Stockholders' Equity (Narrative
Stockholders' Equity (Narrative) (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Unvested Stock Awards [Member] | ||
Stockholders' Equity | ||
Share-based compensation expense | $ 46,000 | $ 155,000 |
Unearned share-based compensation expense in future periods | $ 171,000 | |
Unearned share-based compensation earn period | 1 year 2 months 12 days | |
Stock Options [Member] | ||
Stockholders' Equity | ||
Share-based compensation expense | $ 59,000 | $ 41,000 |
Unearned share-based compensation expense in future periods | $ 155,000 | |
Unearned share-based compensation earn period | 1 year 2 months 12 days | |
Intrinsic value of options outstanding | $ 0 | |
Intrinsic value of exercisable options | $ 0 | |
Granted | 0 | |
Exercisable term | 10 years | |
Minimum [Member] | Stock Options [Member] | ||
Stockholders' Equity | ||
Award vesting period | 1 year | |
Maximum [Member] | Stock Options [Member] | ||
Stockholders' Equity | ||
Award vesting period | 3 years | |
Equity Incentive Plan 2006 [Member] | Reserved for Exercise of Outstanding Stock Options and Unvested Stock Awards [Member] | ||
Stockholders' Equity | ||
Common stock reserved for future issuances (in shares) | 73,810 | |
2016 Equity Incentive Plan [Member] | Reserved for Exercise of Outstanding Stock Options and Unvested Stock Awards [Member] | ||
Stockholders' Equity | ||
Common stock reserved for future issuances (in shares) | 23,611 | |
2016 Equity Incentive Plan [Member] | Reserved for Future Equity Awards [Member] | ||
Stockholders' Equity | ||
Common stock reserved for future issuances (in shares) | 69,712 |
Stockholders' Equity (Unvested
Stockholders' Equity (Unvested Stock Award Activity) (Details) - Unvested Stock Awards [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Shares | |
Unvested, beginning balance | shares | 34,140 |
Vested | shares | (10,422) |
Forfeited | shares | (107) |
Unvested, ending balance | shares | 23,611 |
Weighted average grant date fair value | |
Unvested, beginning balance | $ / shares | $ 11.91 |
Vested | $ / shares | 18.66 |
Forfeited | $ / shares | 13.07 |
Unvested, ending balance | $ / shares | $ 8.93 |
Stockholders' Equity (Stock Opt
Stockholders' Equity (Stock Option Activity) (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Number of options | |
Outstanding, beginning balance | shares | 75,669 |
Issued | shares | |
Exercised | shares | |
Forfeited | shares | (341) |
Expired | shares | (1,518) |
Outstanding, ending balance | shares | 73,810 |
Exercisable | shares | 49,443 |
Weighted average exercise price | |
Outstanding, beginning balance | $ / shares | $ 41.64 |
Issued | $ / shares | |
Exercised | $ / shares | |
Forfeited | $ / shares | 7.20 |
Expired | $ / shares | 340.88 |
Outstanding, ending balance | $ / shares | 35.64 |
Exercisable | $ / shares | $ 48.35 |
Stockholders' Equity (Informati
Stockholders' Equity (Information About Options Outstanding and Exercisable) (Details) - Stock Options [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 73,810 |
Number of options exercisable | 49,443 |
Less than $10.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 34,009 |
Weighted average remaining estimated life (in years) | 9 years 2 months 12 days |
Number of options exercisable | 12,441 |
$20.00 - $50.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 35,217 |
Weighted average remaining estimated life (in years) | 5 years 9 months 18 days |
Number of options exercisable | 32,418 |
$100.00 - $200.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 2,369 |
Weighted average remaining estimated life (in years) | 6 years 2 months 12 days |
Number of options exercisable | 2,369 |
$200.00 - $500.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Number of options outstanding | 2,215 |
Weighted average remaining estimated life (in years) | 3 years |
Number of options exercisable | 2,215 |
Minimum [Member] | Less than $10.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | $ 10 |
Minimum [Member] | $20.00 - $50.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 20 |
Minimum [Member] | $100.00 - $200.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 100 |
Minimum [Member] | $200.00 - $500.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 200 |
Maximum [Member] | $20.00 - $50.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 50 |
Maximum [Member] | $100.00 - $200.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | 200 |
Maximum [Member] | $200.00 - $500.00 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Weighted average exercise price of outstanding options | $ / shares | $ 500 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Income Taxes [Abstract] | |
Unrecognized income tax benefits | $ 0 |
Federal income tax expense | 0 |
State income tax expense | 0 |
Income tax expense (benefit) | $ 0 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | Apr. 18, 2024 | Mar. 31, 2024 | Dec. 31, 2023 |
Subsequent Event [Line Items] | |||
Restricted cash | $ 1,000,000 | $ 1,000,000 | |
First Farmers Bank & Trust [Member] | |||
Subsequent Event [Line Items] | |||
Interest rate | 5.40% | ||
Restricted cash | $ 1,000,000 | $ 1,000,000 | |
Subsequent Event [Member] | JMB Capital Partners Lending, LLC [Member] | |||
Subsequent Event [Line Items] | |||
Amount borrowed | $ 10,000,000 | ||
Interest rate | 15% | ||
Maturity date | Jul. 31, 2024 | ||
Debt Instrument, commitment fees, percent | 5% | ||
Debt Instrument, exit fees, percent | 8% | ||
Subsequent Event [Member] | JMB Capital Partners Lending, LLC [Member] | First Anniversary of Closing Date [Member] | |||
Subsequent Event [Line Items] | |||
Amount borrowed | $ 5,000,000 | ||
Subsequent Event [Member] | JMB Capital Partners Lending, LLC [Member] | Upon the Satisfaction of Certain Conditions [Member] | |||
Subsequent Event [Line Items] | |||
Amount borrowed | 5,000,000 | ||
Subsequent Event [Member] | First Farmers Bank & Trust [Member] | |||
Subsequent Event [Line Items] | |||
Payment of outstanding balance of term loan | $ 2,800,000 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Insider Trading Arrangements [Line Items] | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |