Cover Page
Cover Page - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 01, 2023 | Jun. 30, 2022 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | CLXT | ||
Entity Registrant Name | Calyxt, Inc. | ||
Entity Central Index Key | 0001705843 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Common Stock, Shares Outstanding | 49,376,160 | ||
Entity Public Float | $ 5,446,012 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
ICFR Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Entity File Number | 001-38161 | ||
Entity Tax Identification Number | 27-1967997 | ||
Entity Address, Address Line One | 2800 Mount Ridge Road | ||
Entity Address, City or Town | Roseville | ||
Entity Address, State or Province | MN | ||
Entity Address, Postal Zip Code | 55113-1127 | ||
City Area Code | 651 | ||
Local Phone Number | 683-2807 | ||
Entity Interactive Data Current | Yes | ||
Title of 12(b) Security | Common Stock ($(0.0001 par value) | ||
Security Exchange Name | NASDAQ | ||
Entity Incorporation, State or Country Code | DE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Documents Incorporated by Reference | The information required by Part III of this Annual Report on Form 10-K, 10-K. | ||
Auditor Firm ID | 42 | ||
Auditor Name | Ernst & Young LLP | ||
Auditor Location | Minneapolis, Minnesota |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 3,427 | $ 13,823 |
Restricted cash | 99 | 499 |
Prepaid expenses and other current assets | 606 | 859 |
Total current assets | 4,132 | 15,181 |
Non-current restricted cash | 0 | 99 |
Land, buildings, and equipment | 4,516 | 21,731 |
Operating lease right-of-use assets | 13,615 | 0 |
Other non-current assets | 158 | 183 |
Total assets | 22,421 | 37,194 |
Current liabilities: | ||
Accounts payable | 340 | 1,260 |
Accrued expenses | 173 | 339 |
Accrued compensation | 107 | 2,522 |
Due to related parties | 175 | 172 |
Current portion of financing lease obligations | 97 | 370 |
Common stock warrants | 291 | 0 |
Other current liabilities | 479 | 191 |
Total current liabilities | 1,662 | 4,854 |
Financing lease obligations | 0 | 17,506 |
Operating lease obligations | 13,447 | 0 |
Other non-current liabilities | 79 | 702 |
Total liabilities | 15,188 | 23,062 |
Stockholders' equity: | ||
Common stock, $0.0001 par value; 275,000,000 shares authorized; 48,944,771 shares issued and 48,844,619 shares outstanding as of December 31, 2022, and 38,874,146 shares issued and 38,773,994 shares outstanding as of December 31, 2021 | 5 | 4 |
Additional paid-in capital | 220,422 | 211,263 |
Common stock in treasury, at cost; 100,152 shares as of December 31, 2022, and December 31, 2021 | (1,043) | (1,043) |
Accumulated deficit | (212,151) | (196,092) |
Total stockholders' equity | 7,233 | 14,132 |
Total liabilities and stockholders' equity | $ 22,421 | $ 37,194 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 48,944,771 | 38,874,146 |
Common stock, shares outstanding | 48,844,619 | 38,773,994 |
Treasury stock, shares | 100,152 | 100,152 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Income Statement [Abstract] | |||
Revenue | $ 157 | $ 25,987 | $ 23,851 |
Costs of goods sold | 0 | 28,557 | 35,127 |
Gross profit | 157 | (2,570) | (11,276) |
Operating expenses: | |||
Research and development | 11,553 | 11,335 | 11,082 |
Selling, general, and administrative | 10,974 | 15,427 | 20,789 |
Restructuring costs | 0 | 0 | 685 |
Total operating expenses | 22,527 | 26,762 | 32,556 |
Loss from operations | (22,370) | (29,332) | (43,832) |
Gain upon extinguishment of Payroll Protection Program Loan | 0 | 1,528 | 0 |
Interest, net | (87) | (1,414) | (878) |
Non-operating income (expenses) | 5,566 | 19 | (126) |
Loss before income taxes | (16,891) | (29,199) | (44,836) |
Income taxes | 0 | 0 | 0 |
Net loss | $ (16,891) | $ (29,199) | $ (44,836) |
Earnings Per Share, Basic | $ (0.37) | $ (0.78) | $ (1.32) |
Earnings Per Share, Diluted | $ (0.37) | $ (0.78) | $ (1.32) |
Weighted Average Number of Shares Outstanding, Basic | 45,997,525 | 37,475,763 | 33,882,406 |
Weighted Average Number of Shares Outstanding, Diluted | 45,997,525 | 37,475,763 | 33,882,406 |
Anti-dilutive stock options, restricted stock units, performance stock units, and common stock warrants | 15,960,659 | 6,001,405 | 5,552,418 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY - USD ($) $ in Thousands | Total | ATM Facility Member | Follow-on Public Offering [Member] | Share-Based Payment Arrangement [Member] | IPO [Member] | Common Stock [Member] | Common Stock [Member] ATM Facility Member | Common Stock [Member] Follow-on Public Offering [Member] | Common Stock [Member] Share-Based Payment Arrangement [Member] | Common Stock [Member] IPO [Member] | Additional Paid-In Capital [Member] | Additional Paid-In Capital [Member] ATM Facility Member | Additional Paid-In Capital [Member] Follow-on Public Offering [Member] | Additional Paid-In Capital [Member] IPO [Member] | Shares in Treasury [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning balance at Dec. 31, 2019 | $ 62,508 | $ 3 | $ 185,588 | $ (1,043) | $ (122,057) | $ 17 | |||||||||||
Beginning balance, shares at Dec. 31, 2019 | 32,951,329 | ||||||||||||||||
Net loss | (44,836) | (44,836) | |||||||||||||||
Stock-based compensation | 4,971 | 4,971 | |||||||||||||||
Issuance of common stock | $ 14,037 | $ 1 | $ 14,036 | ||||||||||||||
Issuance of common stock, shares | 3,750,000 | ||||||||||||||||
Shares withheld for net share settlement, shares | (17,792) | ||||||||||||||||
Other comprehensive income (loss) | (17) | (17) | |||||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, amount | $ 212 | ||||||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, shares | 381,507 | ||||||||||||||||
Ending balance, shares at Dec. 31, 2020 | 37,065,044 | ||||||||||||||||
Ending balance at Dec. 31, 2020 | 36,875 | $ 4 | 204,807 | (1,043) | (166,893) | $ 0 | |||||||||||
Net loss | (29,199) | (29,199) | |||||||||||||||
Stock-based compensation | 2,090 | 2,090 | |||||||||||||||
Issuance of common stock | $ 4,139 | $ 4,139 | |||||||||||||||
Issuance of common stock, shares | 1,438,647 | ||||||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, amount | $ 227 | ||||||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, shares | 270,303 | ||||||||||||||||
Ending balance, shares at Dec. 31, 2021 | 38,773,994 | ||||||||||||||||
Ending balance at Dec. 31, 2021 | 14,132 | $ 4 | 211,263 | (1,043) | (196,092) | ||||||||||||
Net loss | (16,891) | (16,891) | |||||||||||||||
Stock-based compensation | 3,998 | 3,998 | |||||||||||||||
Issuance of common stock | $ 111 | $ 5,051 | $ 1 | $ 111 | $ 5,050 | ||||||||||||
Issuance of common stock, shares | 2,006,108 | 3,880,000 | |||||||||||||||
Issuance of common stock upon exercise of pre-funded warrants | 3,880,000 | ||||||||||||||||
Cumulative Effect Of Adoption Of Lease Accounting Standard | 832 | 832 | |||||||||||||||
Issuance of common stock and payment of minimum employee taxes withheld upon net share settlement of restricted stock units, shares | 304,517 | ||||||||||||||||
Ending balance, shares at Dec. 31, 2022 | 48,844,619 | ||||||||||||||||
Ending balance at Dec. 31, 2022 | $ 7,233 | $ 5 | $ 220,422 | $ (1,043) | $ (212,151) |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY (Parenthetical) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
ATM Facility Member | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 0.5 | ||
Follow-on Public Offering [Member] | |||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 0.5 | $ 1 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Operating activities | |||
Net loss | $ (16,891) | $ (29,199) | $ (44,836) |
Adjustments to reconcile net loss to net cash used by operating activities: | |||
Gain upon extinguishment of Payroll Protection Program Loan | 0 | (1,528) | 0 |
Depreciation and amortization | 1,534 | 2,338 | 1,869 |
Stock-based compensation | 3,998 | 2,090 | 4,971 |
Unrealized (gain) loss on mark-to-market of common stock warrants | (5,120) | 0 | 0 |
Changes in operating assets and liabilities: | |||
Accounts receivable | 0 | 4,887 | (3,765) |
Due to/from related parties | 3 | (594) | (211) |
Inventory | 0 | 1,383 | 1,211 |
Prepaid expenses and other current assets | 389 | 3,331 | (3,122) |
Accounts payable | (229) | (360) | (148) |
Accrued expenses | (166) | (2,542) | 347 |
Accrued compensation | (2,415) | 572 | (231) |
Other | (467) | 811 | 243 |
Net cash used by operating activities | (19,364) | (18,811) | (43,672) |
Investing activities | |||
Sales and (purchases) of short-term investments, net | 0 | 11,698 | (11,698) |
Purchases of land, buildings, and equipment | (1,520) | (497) | (1,786) |
Net cash (used) provided by investing activities | (1,520) | 11,201 | (13,484) |
Financing activities | |||
Proceeds from common stock issuance | 11,538 | 4,380 | 15,000 |
Costs incurred related to the issuance of stock | (1,173) | (501) | (963) |
Proceeds from Payroll Protection Program loan | 0 | 0 | 1,518 |
Repayments of financing lease obligations | (376) | (364) | (360) |
Proceeds from the exercise of stock options | 0 | 227 | 212 |
Net cash provided by financing activities | 9,989 | 3,742 | 15,407 |
Net decrease in cash, cash equivalents, and restricted cash | (10,895) | (3,868) | (41,749) |
Cash, cash equivalents and restricted cash - beginning of period | 14,421 | 18,289 | 60,038 |
Cash, cash equivalents and restricted cash - end of period | $ 3,526 | $ 14,421 | $ 18,289 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Organization and Summary of Significant Accounting Policies | 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Overview Calyxt, Inc. was founded in 2010 and incorporated in Delaware. Calyxt is a plant-based synthetic biology company. The Company leverages its proprietary PlantSpring ™ ™ Prior to its IPO on July 25, 2017, the Company was a wholly owned subsidiary of Cellectis. As of December 31, 2022, Cellectis owned 49.1 percent of the Company’s issued and outstanding common stock. Cellectis has certain contractual rights as well as rights pursuant to the Company’s certificate of incorporation and bylaws, in each case, for so long as it maintains threshold beneficial ownership levels in the Company’s shares. See “Risk Factors—Although Cellectis and its affiliates hold less than a majority of the Company’s outstanding common stock, Cellectis possesses certain rights that prevent other stockholders from influencing significant decisions.” Basis of Presentation and Use of Estimates The Company has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) and has included the accounts of Calyxt and its subsidiary. The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes, including those related to revenue recognition, the net realizable value of inventories, stock-based compensation, and valuation allowances on deferred tax assets. Actual results could materially differ from these estimates. Cash, Cash Equivalents, Restricted Cash, and Investments All investments purchased with an original maturity of three months or less are accounted for as cash equivalents. The Company’s restricted cash balances are cash and cash equivalents deposited in an amount equal to the future rent payments as required under the Company’s equipment lease facility. The Company may request the return of excess restricted cash collateral annually in December. The amount of the restricted cash balance the Company expects to have returned in 2023 is reflected as a current asset. The Company periodically invests its cash in high grade, highly liquid securities, and investment funds. The Company considers securities purchased with more than ninety days to their original maturity at issuance to be short-term investments. These short-term investments are classified as available-for-sale The Company ensures the credit risk in this portfolio is in accordance with its internal policies and if necessary, makes changes to investments to ensure credit risk is minimized. The Company has not experienced any counterparty credit losses. Accounts Receivable Accounts receivable are unsecured and are recorded at net realizable value. The Company makes judgments as to its ability to collect outstanding receivables based upon patterns of collectability, historical experience, and its evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. The Company performs credit evaluations of its customers’ financial condition on an as-needed Inventory Inventories are recorded at the lower of cost or net realizable value and include all costs of seed production and grain the Company purchased as well as costs to store and transport the grain. As of December 31, 2020, inventory included the costs to process the grain into finished products. Consideration received from growers when they purchase seed is recorded as a reduction of inventory. The Company evaluates inventory balances for obsolescence or estimated net realizable value on a regular basis based on the age of the inventory and its sales forecasts. At each period-end, Prior to the commercialization of its high oleic soybean products, the Company expensed all grain costs as R&D. Forward Purchase Contracts Under the Company’s former go-to-market The seed contracts often required the Company to pay prices for the seed produced at commodity futures market prices plus a premium. The seed growers had the option to fix their price with the Company throughout the term of the agreement. The Company paid a portion of the seed cost in December each year and the remainder upon delivery in either the first or second quarter of the following year. The grain grower contracts required the Company to pay prices for all grain produced at commodity futures market prices plus a premium. The grain growers had the option to fix their price with the Company throughout the term of the agreement. The grain grower contracts allowed for delivery of grain to the Company at harvest, if so specified when the agreement was executed, otherwise delivery occurred on a date that was elected by the Company through August 31, 2021. The Company paid for grain within a contractually determined number of days following delivery and final pricing. Upon delivery, the inventory was carried at historical cost but sold at prevailing market prices. As a result, the Company entered into hedging arrangements by selling futures contracts which converted its market exposure to these fixed prices to floating prices. By executing these hedging strategies, the Company could closely match the expected economic terms of the grain sale with the market, which helped stabilize margins until such inventory was sold. The Company did not account for these economic hedges as accounting hedges. All unrealized gains or losses on outstanding hedging contracts were recognized in Cost of Goods sold. The Company expected that any gains or losses from these hedging arrangements would be offset by gains or losses on the grain inventories when such grain inventories were sold. Prior to August 1, 2020, the Company designated all of its commodity derivative contracts as cash flow hedges based on the nature of its business activities. As a result, all gains or losses associated with recording those commodity derivative contracts at fair value were recorded as a component of accumulated other comprehensive income (loss) (AOCI). The Company reclassified amounts from AOCI to cost of goods sold when the underlying products were sold to which those hedges related. For the year ended December 31, 2020, the Company reclassified a nominal amount from AOCI to cost of goods sold, and there were no such reclassifications in 2021 or 2022. Land, Buildings, and Equipment Land, buildings, and equipment are stated at cost less accumulated depreciation. Assets under capital lease are stated at the lesser of their net present value of future lease payments or fair market value. Repair and maintenance costs are expensed as incurred. The cost and accumulated depreciation of property and equipment retired, or otherwise disposed of, are removed from the related accounts, and any residual values are charged to expense. Depreciation is recorded using the straight-line method over estimated useful lives as follows: Buildings and improvements 10-20 years Leasehold improvements Shorter of lease term or 15 years Office furniture and equipment 7 years Assets under capital lease 4-20 Computer equipment and software 3-5 Vehicles 3-6 Impairment of Long-Lived Assets The Company has a single asset group and reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of that asset group may not be recoverable. If the impairment tests indicate that the carrying value of the asset group is greater than the expected undiscounted cash flows to be generated by the asset group, further analysis is performed to determine the fair value of the asset group. To the extent the fair value of the asset group is less than its carrying value, an impairment loss is recognized equal to the amount the carrying value exceeds the fair value of the asset group. If the Company’s plans or intentions change with regard to a specific asset within the asset group, that asset’s remaining useful life is assessed, and depreciation is accelerated if necessary. Assets to be disposed of are carried at the lower of their carrying value or fair value less costs to sell. Fair value is measured using a discounted cash flow model or independent appraisals, as appropriate. The Company has not recognized any impairment losses in these consolidated financial statements. Revenue Recognition The Company accounts for a contract as revenue when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company’s indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue when control of the good or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the good or service, (iv) the customer absorbs the significant risks and rewards of ownership of the good and (v) the customer has accepted the good. The Company generally does not incur costs to obtain new contracts. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts may contain multiple performance obligations if a promise to transfer the individual good or service is separately identifiable from other promises in the contracts and, therefore, is considered distinct. Performance obligations that are not considered distinct are combined with other goods or services in the contract until that combination meets the distinct criteria above. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue: Product Sales Historically, the Company sold soybean grain, oil, and meal. The Company recognized sales revenue at the point in time that title transferred to the customer, which was based on shipping terms. Sales included shipping and handling charges if billed to the customer and were reported net of trade promotion and other costs, including estimated allowances for returns, unsalable products, and prompt pay discounts. Sales, use, value-added, and other excise taxes were not recognized in revenue. Trade promotions were recorded based on estimated participation and performance levels for offered programs at the time of sale. The Company generally did not allow a right of return. During 2021 and 2020, the Company sold soybean grain to a processor and subsequent to the sale they utilized the Company’s rented third-party storage facility to hold the grain until such time they requested it be delivered. The Company was responsible for all handling charges and delivery activities. In those instances, the Company recognized revenue from the sale of grain to the processor upon the transfer of the control of the grain, which was determined to be at the time of the issuance of the purchase order and assignment of warehouse receipts to the customer. The Company determined that the reason for the arrangement was substantive, in that the customer had requested the arrangement, the product was separately identified as belonging to the customer, the product was ready for physical transfer, and the Company did not have the ability to use the product or direct it to another customer. The Company concluded that any remaining performance obligations (e.g., for custodial services) were immaterial in relation to the contract. The Company concurrently accrued all estimated future storage, handling, and delivery costs associated with that sale. All arrangements of this nature were completed prior to December 31, 2021. In certain transactions occurring in the third quarter of 2020, the Company sold grain to a processor with a commitment to provide consideration to the processor in exchange for the soybean meal resulting from the grain crushing activity. The Company determined the consideration payable to the processor was not in exchange for a distinct good or service, as the soybean meal was considered highly interrelated to the grain because they both possess Calyxt specific genetic traits, and the transactions were entered into in contemplation of one another, and therefore, were not considered to be distinct within the context of the contract. For these transactions, the Company recognized revenue from the sale of grain in the amount of the final net cash settlement with the processor, as the consideration payable to the processor was treated as a reduction of revenue. Technology Licensing The Company recognizes revenue from license agreements, which may consist of nonrefundable up-front Nonrefundable up-front Annual licensing fee payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. The Company recognizes milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the counterparty has no right to refund of the payment. Royalty revenues are expected to arise following the commercialization of products developed using the licensed technology by the counterparty to the license agreement. The royalties may be a percentage of sales or another measurement achieved by the licensee. Royalty revenues will be recognized at the later of (i) when the licensee is generating sales subject to royalty payments or (ii) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied. Product Development Agreements The Company recognizes revenue from product development agreements, which may consist of nonrefundable up-front Nonrefundable up-front In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. Milestone payments are considered variable consideration which are evaluated against the Company’s performance obligations for determination of when it is appropriate to recognize revenue. For purposes of revenue recognition, the Company considers whether the performance obligation is achieved, which may be (i) when a triggering event has occurred, (ii) there are no further contingencies or services to be provided with respect to that event, and (iii) the customer has no right to require refund of their payment. The Company recognizes milestone payments as revenue when it is highly probable that any revenue recognized will not be subsequently reversed. Annual payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. Agreements for the performance of R&D services and cost reimbursements are recognized as revenue over time based on work performed. Collaborative Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes the transaction to assess whether the arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. The Company had no such arrangements as of December 31, 2022. Advertising Costs The Company expenses advertising costs as incurred. Research and Development Expenses The Company recognizes R&D expenses as incurred. These expenses consist of direct costs for R&D and R&D-related Patents The Company expenses patent costs, including related legal costs, as incurred. Costs to write and support the research for filing patents are recorded as R&D expenses in the statements of operations. Costs to maintain, in-license, Stock-Based Compensation The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company generally measures compensation expense for grants of restricted stock units using the Company’s share price on the date of grant. The Company uses a Monte Carlo simulation pricing model when estimating the fair values of PSUs. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner. Due to the Company’s limited history, it does not always have sufficient historical stock option activity to make predictive assumptions based solely on its stock or stock option activity for the Black-Scholes option pricing model. As a result, the Company may need to use data from other comparable public companies or alternative calculation methods to make predictive assumptions. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The group of comparable public companies is determined by management on an annual basis. When selecting a comparable company, management considers relevant factors including industry and strategy, size, maturity, and financial leverage. The comparable companies used by management to calculate expected volatility may change from year-to-year The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Due to the limited historical experience of the Company’s stock awards program, it has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in R&D and SG&A expenses in the Company’s consolidated statements of operations. Income Taxes Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Foreign Currency Transactions Transactions in foreign currencies are translated at the exchange rates effective on the transaction dates. Assets and liabilities denominated in foreign currencies are translated at the period-end non-operating Foreign currency fluctuations affect the Company’s foreign currency cash flows related primarily to payments to Cellectis. The Company’s principal foreign currency exposure is to the euro. The Company does not hedge these exposures, and it does not believe that the current level of foreign currency risk is significant to its operations. Net Loss Per Share Due to the Company’s net loss position for the years ended December 31, 2022, 2021, and 2020, all its outstanding stock options, restricted stock units, PSUs, and Common Warrants are considered anti-dilutive and excluded from the calculation of net loss per share. Accordingly, the treasury method was not used in determining the number of anti-dilutive stock options and restricted stock units. Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-02, No. 2018-10, 2018-11, The Company adopted the New Lease Standard as of January 1, 2022, using the transition method which does not require revisions to comparative periods. The Company elected to implement the transition package of practical expedients permitted within the New Lease Standard, which among other things, allows it to carryforward the historical lease classification. In addition, the Company elected the hindsight practical expedient to determine the lease term for existing leases and it also made an accounting policy election to not record leases with an initial term of 12 months or less on its consolidated balance sheet. The Company’s adoption of the New Lease Standard required it to remove the previously reported amounts for land, buildings, and equipment associated with its headquarters and laboratory facility lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land component of the lease, and a second operating lease associated with the building component of the lease. The Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. The New Lease Standard had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of the New Lease Standard was recorded to stockholders’ equity. See Note 8 for further information regarding the Company’s leases. In June 2016, the FASB issued ASU No. 2016-13, 2016-13). 2016-13 lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables, loans, and other instruments held at amortized cost. The ASU requires certain recurring disclosures and is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2023. The Company is analyzing the impact of this standard on its results of operations and financial position. |
Going Concern
Going Concern | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | 2. GOING CONCERN The Company has incurred losses since its inception. The Company’s net loss was $16.9 million for the year ended December 31, 2022, and it used $19.4 million of cash for operating activities for the year ended December 31, 2022. The Company’s primary sources of liquidity are its cash and cash equivalents, with additional liquidity accessible, subject to market conditions and other factors, including limitations that may apply to the Company under applicable SEC and Nasdaq Capital Market (Nasdaq) regulations, from the capital markets, including under the Open Market Sale Agreement SM As of December 31, 2022, the Company had $3.5 million of cash, cash equivalents, and restricted cash. The Company’s restricted cash is associated with its equipment financing leases and was $0.1 million as of December 31, 2022, and will be returned following the payoff of the lease obligations in 2023. Current liabilities were $1.7 million as of December 31, 2022. On October 3, 2022, the Company entered into an amendment to the Open Market Sale Agreement with Jefferies for the ATM Facility that enables it, subject to the applicable baby shelf rules described below, to offer and sell up to 15,661,000 shares of its common stock. At its discretion, the Company determines the timing and number of shares to be issued under the ATM Facility. During the fourth quarter of 2022, the Company issued approximately 2.0 million shares of common stock under the ATM Facility for proceeds of $0.1 million net of commissions and payments for other share issuance costs. From December 31, 2022, through the date of this report, the Company has not issued any additional shares under the ATM Facility. During the February 2022 Offering, the Company issued 3,880,000 shares of its common stock, Pre-Funded Follow-On The Company has incurred losses since its inception and anticipates that it will continue to generate losses for the next several years. Over the longer term and until the Company can generate cash flows sufficient to support its operating capital requirements, it expects to finance a portion of future cash needs through (i) cash on hand, (ii) commercialization activities, which may result in various types of revenue streams from (a) future product development agreements and technology licenses, including upfront and milestone payments, annual license fees, and royalties; and (b) product sales from its proprietary BioFactory production system; (iii) government or other third-party funding, (iv) public or private equity or debt financings, or (v) the execution of an alternative strategic transaction pursuant to the board of directors’ ongoing evaluation process, or (vi) a combination of the foregoing. However, capital generated by commercialization activities, if any, is expected to be received over a period of time and near-term additional capital may not be available on reasonable terms, if at all. Although the Company has access to the ATM Facility, based on the Company’s public float, as of the date of the filing of this Annual Report, the Company is only permitted to utilize a “shelf” registration statement for primary offerings, including the registration statement under which the ATM Facility is operated, subject to Instruction I.B.6 to Form S-3, one-third The Company’s ability to continue as a going concern will depend on its ability to obtain additional public or private equity or debt financing, obtain government or private grants and other similar types of funding, to consummate an alternative strategic transaction, attain further operating efficiencies, reduce or contain expenditures, and, ultimately, to generate revenue. The Company believes that its cash, cash equivalents, and restricted cash as of December 31, 2022, considering continuing actions taken to reduce its operating expenses to enable the Transactions to close, the legal settlement discussed in Note 8 to the consolidated financial statements, and funding to be provided by Cibus are sufficient to fund its operations through the second quarter of 2023. The Company’s management has concluded there is substantial doubt regarding its ability to continue as a going concern because it will need to raise additional capital to support its business plan for a period of 12 months or more from the date of this filing. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the ordinary course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of the uncertainties described above. Management has implemented various cost reduction and other cash-focused measures to manage liquidity. If the Company is unable to raise additional capital in a sufficient amount or on acceptable terms or to consummate an alternative strategic transaction, the Company may have to implement increasingly stringent cost saving measures and significantly delay, scale back, or cease operations, in part or in full. If the Company raises additional funds through the issuance of additional debt or equity securities, including as part of a strategic alternative, it could result in substantial dilution to its existing stockholders and increased fixed payment obligations, and these securities may have rights senior to those of the Company’s shares of common stock. Any of these events could significantly harm the Company’s business, financial condition, and prospects. |
Financial Instruments Measured
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk | 3. FINANCIAL INSTRUMENTS MEASURED AT FAIR VALUE AND CONCENTRAIONS OF CREDIT RISK Financial Instruments Measured at Fair Value and Financial Statement Presentation Financial instruments including cash and cash equivalents, restricted cash, accounts payable, and all other current liabilities have carrying values that approximate fair value. The Company measures Common Warrants on a quarterly basis. The accounting guidance establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value as of the measurement date as follows: Level 1: Fair values are based on unadjusted quoted prices in active trading markets for identical assets and liabilities. Level 2: Fair values are based on observable quoted prices other than those in Level 1, such as quoted prices for similar assets or liabilities in active markets or quoted prices for identical assets or liabilities in inactive markets. Level 3: Fair values are based on at least one significant unobservable input for the asset or liability. Fair Value Measurements and Financial Statement Presentation As of December 31, 2021, the Company had no financial instruments measured at fair value. The fair values of the Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of December 31, 2022, were as follows: December 31, 2022 December 31, 2022 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Common stock warrants $ — $ — $ — $ — $ — $ — $ 291 $ 291 Total $ — $ — $ — $ — $ — $ — $ 291 $ 291 The Company estimates the fair value of the Common Warrants as of the date of issuance and at the end of every fiscal period using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding future stock price volatility and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows: As of December 31, 2022 Estimated fair value of Common Warrants: $ 0.04 Assumptions: Expected term to liquidation (in years) 4.6 Expected volatility 85.0 % Risk-free interest rate 4.0 % As of December 31, 2022, the Company had no other financial instruments measured at fair value. The non-current non-current Concentrations of Credit Risk The Company invests its cash, cash equivalents, and restricted cash in highly liquid securities and investment funds. The Company diversifies the risk associated with investing in securities by allocating its investments to a diverse portfolio of short-dated, high investment-grade securities, which it classifies as short-term investments that are recorded at fair value in its consolidated financial statements. The Company maintains the credit risk in this portfolio in accordance with its internal policies and if necessary, makes changes to investments to minimize credit risk. The Company has not experienced any counterparty credit losses. As of December 31, 2022, the Company did not hold any short-term investments. |
Related-Party Transactions
Related-Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related-Party Transactions | 4. RELATED-PARTY TRANSACTIONS The Company is party to several agreements that govern its relationship with Cellectis, some of which require the Company to make payments to Cellectis. Pursuant to the Company’s management services agreement with Cellectis, it incurred no management fee expenses in 2022, and it incurred nominal management fee expenses in 2021 and 2020. Cellectis has also guaranteed the lease agreement for the Company’s headquarters. Cellectis’ guarantee of the Company’s obligations under the lease will terminate at the end of the second consecutive calendar year in which the Company’s tangible net worth exceeds $300 million. The Company agreed to indemnify Cellectis for any obligations incurred by Cellectis under its guaranty of the obligations under the lease, effective upon Cellectis’ ownership falling to 50 percent or less of the Company’s outstanding common stock. This indemnification obligation was triggered in October 2022. TALEN ® ® ® |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Federal Home Loan Banks [Abstract] | |
Stockholders' Equity | 5. STOCKHOLDERS’ EQUITY Preferred Stock Preferred stock of 50.0 million shares, with a $0.0001 par value, is authorized but unissued. Follow-on During the February 2022 Offering, the Company issued 3,880,000 shares of its common stock, Pre-Funded Pre-Funded Pre-Funded Each Pre-Funded Pre-Funded paid-in Pre-Funded Common Stock Warrants Each Common Warrant entitles the holder to purchase one share of common stock at an exercise price of $1.41 per share. The Common Warrants became exercisable on August 23, 2022, and expire on August 23, 2027. The Common Warrants are recorded as a liability in the Company’s consolidated balance sheet. Per the terms of the Common Warrants, a holder of an outstanding warrant is not entitled to exercise any portion of such warrant if, upon exercise of such portion of the warrant, the holder’s ownership of the Company’s common stock (together with its affiliates) or the combined voting power of the Company’s securities beneficially owned by such holder (together with its affiliates) would exceed the 4.99 percent after giving effect to the exercise. Warrant transactions for the year ended December 31, 2022, are as follows: Number of Pre-Funded Weighted Number of Weighted Outstanding as of December 31, 2021: Issued 3,880,000 $ 0.0001 7,760,000 $ 1.41 Forfeited/canceled — — — — Exercised 3,880,000 $ 0.0001 — Outstanding as of December 31, 2022: — — 7,760,000 $ 1.41 Exercisable as of December 31, 2022: — — 7,760,000 $ 1.41 On October 20, 2020, the Company completed a follow-on follow-on follow-on ATM Facility On September 21, 2021, the Company entered into an ATM Facility with Jefferies LLC, as sole selling agent. The Company issued approximately 1.4 million shares of common stock under the ATM Facility in 2021. In the aggregate, the Company received net proceeds from the ATM Facility of $4.1 million through early January 2022. On October 3, 2022, the Company entered into an amendment to the Open Market Sale Agreement that enables it, subject to the applicable baby shelf rules, to offer and sell up to 15,661,000 shares of its common stock. At its discretion, the Company determines the timing and number of shares to be issued under the ATM Facility. During the fourth quarter of 2022, the Company issued approximately 2.0 million shares of common stock under the ATM Facility for proceeds of $0.1 million net of commissions and payments for other share issuance costs. From December 31, 2022, through the date of this report, the Company has not issued any additional shares under the ATM Facility. |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 6. STOCK-BASED COMPENSATION The Company uses broad-based stock plans to attract and retain highly qualified officers and employees and to help ensure that management’s interests are aligned with those of its shareholders. The Company has also granted equity-based awards to directors, nonemployees, and certain employees of Cellectis. In December 2014, the Company adopted the 2014 Plan, which allowed for the grant of stock options, and in June 2017, it adopted the 2017 Plan, which allowed for the grant of stock options, restricted stock units, PSUs, and other types of equity awards. On February 19, 2021, James Blome ceased serving as the Company’s Chief Executive Officer. The Company recorded a benefit to earnings from a $2.5 million recapture of non-cash On July 16, 2021, the Company filed a Registration Statement on Form S-8 As of December 31, 2022, 2,718,149 shares were registered and available for grant under effective registration statements, while 3,112,568 shares were available for grant in the form of stock options, restricted stock, restricted stock units, and PSUs under the 2017 Plan. Stock-based awards currently outstanding also include awards granted under the 2014 Plan and the Inducement Plan. No further awards will be granted under either the 2014 Plan or the Inducement Plan. Stock Options The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Year ended December 31, 2022 2021 2020 Estimated fair values of stock options granted $ 0.86 $ 3.61 $ 3.24 Assumptions: Risk-free interest rate 1.9% - 3.5 % 0.6% - 1.2 % 0.3% - 1.7 % Expected volatility 89.7% - 92.8 % 80.1% - 91.0 % 77.4% - 81.2 % Expected term (in years) 5.5 - 6.9 5.5 - 6.5 6.0 - 10.0 The Company estimates the fair value of each option on the grant date, or other measurement date if applicable, using a Black-Scholes option pricing model, which requires it to make predictive assumptions regarding employee exercise behavior, future stock price volatility, and dividend yield. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon Option strike prices are set at 100 percent or more of the closing share price on the date of grant and generally vest over three 10 years Information on stock option activity is as follows: Options Exercisable Weighted- Average Exercise Price Per Share Options Outstanding Weighted- Average Exercise Price Per Share Balance as of December 31, 2021 2,789,110 $ 10.23 4,658,405 $ 9.47 Granted 1,609,000 1.12 Exercised — — Forfeited or expired (425,952 ) 7.02 Balance as of December 31, 2022 3,396,624 $ 9.94 5,841,453 $ 7.35 Stock-based compensation expense related to stock option awards was as follows: Year ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expense $ 2,031 $ 1,850 $ 3,371 As of December 31, 2022, options outstanding and exercisable had no aggregate intrinsic value and the weighted average remaining contractual term was 5.0 years as of that date. Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Year ended December 31, In Thousands 2022 2021 2020 Net cash proceeds $ — $ 227 $ 212 Intrinsic value of options exercised $ — $ 344 $ 179 As of December 31, 2022, unrecognized compensation expense related to non-vested Restricted Stock Units The Company grants restricted stock units which generally vest over three Number of Restricted Stock Units Outstanding Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2021 571,303 $ 6.15 Granted 1,077,600 1.26 Vested (303,728 ) 6.39 Forfeited (115,969 ) 4.14 Unvested balance at December 31, 2022 1,229,206 $ 1.99 The total grant-date fair value of restricted stock unit awards that vested was as follows: Year ended December 31, In Thousands 2022 2021 2020 Grant-date fair value $ 1,940 $ 1,489 $ 3,122 Information on the weighted average grant date fair value of restricted stock units issued was as follows: Year ended December 31, In Thousands 2022 2021 2020 Weighted average grant date fair value $ 1.26 $ 4.59 $ 6.54 Stock-based compensation expense related to restricted stock units was as follows: Year ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expense $ 1,318 $ 224 $ 1,155 As of December 31, 2022, unrecognized compensation expense related to restricted stock units was $1.2 million. This expense will be recognized over 22 months on average. The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Year ended December 31, In Thousands 2022 2021 2020 Deemed dividends from grants to Cellectis employees $ 90 $ (289 ) $ 1,168 Performance Stock Units From time-to-time, 2022 Grant In March 2022, the Company granted 530,000 PSUs under the 2017 Plan to five employees including four executive officers. The PSUs include three annual performance periods (2022, 2023, and 2024) and target performance levels for each of those periods linked to the achievement of Company objectives as determined annually for the respective period by the Compensation Committee. Once the annual objectives are approved, the associated expense will be recognized on a straight-line basis over the period through the determination date, which can be no later than March 15 of the following year. Earned awards will be settled in shares of Company stock no later than the March 15 determination date in the following calendar year. The grant date for the tranche of awards linked to 2022 performance is May 4, 2022. Determination of expense for the 2023 and 2024 tranches of PSUs will be made when the associated business objectives are determined. See Note 14 for more information about the vesting of these PSU awards. 2021 Grant In July 2021, the Company granted 600,000 PSUs under the Inducement Plan to Mr. Carr. The PSUs will vest if the Company’s stock remains above three specified price levels for 30 calendar days over the three-year performance period. The PSUs will be settled in unrestricted shares of the Company’s common stock on the vesting date. The estimated fair values of PSUs granted in 2021 and the assumptions used were as follows: Estimated fair values of performance stock units granted: At least $12 per share $ 2.16 At least $15 per share $ 1.89 At least $20 per share $ 1.55 Assumptions: Expected term (in years) 3.0 Expected volatility 90.0 % Risk-free interest rate 0.4 % The Company estimated the fair value of each tranche of the PSUs on the grant date using the Monte Carlo simulation pricing model, which required it to make predictive assumptions as to the expected term of the grant, future stock price volatility, and dividend yield. The expected term represents the expected service period of the PSUs granted. Expected volatility was based on the historical volatility of the Company’s common stock over the expected term. The Company estimates the risk-free interest rate based on the United States Treasury zero-coupon 2019 Grant forfeitures In June 2022, PSU grants made to two executive officers in 2019 were forfeited because the underlying performance criteria were not met. These PSUs contained a market condition and had a five-year service period. The Company will continue to expense these PSUs over the remaining service period for these two executive officers. During 2021, the Company recognized a benefit from the forfeiture of 166,667 PSUs held by Mr. Blome, its former Chief Executive Officer. PSU activity for the year ended December 31, 2022, is as follows: Number of PSUs Outstanding as of December 31, 2021: 745,000 Issued 530,000 Forfeited/canceled (145,000 ) Awarded — Outstanding as of December 31, 2022: 1,130,000 Stock-based compensation expense related to PSUs is as follows: Year ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expenses $ 649 $ 16 $ 445 As of December 31, 2022, unrecognized compensation expense related to PSUs was $0.9 million. This expense will be recognized over 19 months on average. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 7. INCOME TAXES The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate: Year ended December 31, 2022 2021 2020 United States statutory rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit 1.0 % 1.0 % 4.2 % Stock-based compensation (1.7 %) (0.7 %) (0.5 %) Officer compensation (1.4 %) 1.5 % (1.0 %) Deferred rate change — % — % — % R&D credit 2.2 % 1.4 % 0.8 % PPP Loan — % 1.1 % — % Unrealized (gain) loss on mark-to-market 6.4 % — % — % Other — % 0.1 % (0.1 )% Change in valuation allowance (27.5 %) (25.4 %) (24.4 %) Effective income tax rate — % — % — % Deferred assets and liabilities consist of the following: December 31, In Thousands 2022 2021 2020 Net operating losses $ 40,914 $ 38,671 $ 33,392 Stock-based compensation 2,950 2,724 2,531 Financing lease obligations — 3,820 4,574 Operating lease ROU liabilities 2,921 — Tax credit carry forwards 3,685 3,210 2,577 Capitalized R&D 2,183 — Compensation 14 514 339 Derivative liability — — 703 Other 124 143 391 Gross deferred tax assets 52,791 49,082 44,507 Less valuation allowance (49,843 ) (45,369 ) (39,898 ) Net deferred tax assets 2,948 3,713 4,609 Fixed assets (89 ) (3,667 ) (4,609 ) Operating lease ROU assets (2,859 ) — Other — (46 ) — Gross deferred tax liabilities (2,948 ) (3,713 ) (4,609 ) Net deferred tax asset or liability $ — $ — $ — The Company provides for a valuation allowance when it is more likely than not that it will not realize a portion of the deferred tax assets. The Company has established a full valuation allowance for deferred tax assets described above due to the uncertainty that enough taxable income will be generated in the taxing jurisdiction to utilize the assets. Therefore, the Company has not reflected any benefit of such deferred tax assets in the accompanying consolidated financial statements. The Company has $239.2 million of tax loss carryforwards. Of this amount, $55.2 million are state operating loss carryforwards and $184.0 million are federal operating loss carryforwards. The federal carryforward periods are as follows: $142.0 million do not expire and $41.9 million expire between 2032 and 2037. The state net operating losses will expire between 2027 and 2041, with some amounts having indefinite carryover. The Company also has federal and state R&D credit carryovers of $2.6 million and $1.3 million, which will expire between 2032 and 2042. The Company is subject to federal income taxes in the United States as well as various state and local jurisdictions. The Company has reviewed its tax positions and concluded that no liability for uncertain tax positions is required as of December 31, 2022. The Company will classify any future interest and penalties as a component of income tax expense if incurred. The Company does not expect the amount of uncertain tax positions to change significantly in the next 12 months. The Company’s major taxing jurisdictions are in the United States, at both the federal and state levels. The number of years open for examination varies depending on the tax jurisdiction but are generally from three to five years. |
Leases, Other Commitments, and
Leases, Other Commitments, and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Leases, Other Commitments, and Contingencies | 8. LEASES, COMMITMENTS, AND CONTINGENCIES Litigation and Claims In the fourth quarter of 2022, the Company reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. As a result of the settlement, the Company received $0.75 million in the fourth quarter of 2022. See Note 14 for further information regarding this legal settlement. The Company is not currently a party to any other material pending legal proceedings. Sale-Leaseback of Headquarters and Laboratory Facilities In September 2017, the Company consummated a sale-leaseback transaction with a third party for its corporate headquarters and laboratory facilities in Roseville, Minnesota, which encompasses approximately 44,000 square feet including office and lab space, the first pilot BioFactory production system, greenhouses, and outdoor research plots. The Company is deemed the owner for accounting purposes. The lease has a te rm The lease commenced in May 2018. Under the lease, the Company pays an annual base rent of eight percent of the total project cost with scheduled increases in rent of 7.5 percent on the sixth, eleventh, and sixteenth anniversaries of the start of the lease commencement as well as on the first day of each renewal term. Currently, the Company pays an annual base rent of $1.4 million. The first increase will occur during 2023. The Company is also responsible for all operating costs and expenses associated with the property. If the landlord decides to sell the property, the Company has a right of first refusal to purchase the property on the same terms offered to any third party. Concurrent with entering the lease, Cellectis guaranteed the lease agreement for the Company’s headquarters. However, the Company previously agreed to indemnify Cellectis for any obligations under this guaranty, effective upon Cellectis’ ownership falling to 50 percent or less of the Company’s outstanding common stock. Accordingly, the Company’s indemnification obligation was triggered in October 2022. Prior to 2022, this lease was considered a failed sale leaseback based on the nature of the transactions and was reported as a financing-type lease. As discussed in Note 1, Recently Issued Accounting Pronouncements, the Company adopted the New Lease Standard as of January 1, 2022, using the transition method which does not require revisions to comparative periods. The Company elected to implement the transition package of practical expedients permitted within the New Lease Standard, which among other things, allows it to carryforward the historical lease classification. In addition, the Company elected the hindsight practical expedient to determine the lease term for existing leases and it also made an accounting policy election to not record leases with an initial term of 12 months or less on its consolidated balance sheet. The Company’s adoption of the New Lease Standard required it to remove the previously reported amounts for land, buildings, and equipment associated with its headquarters and laboratory facilities lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land underlying the headquarter facility, and a second operating lease associated with the building. The Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. The New Lease Standard had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of the New Lease Standard was recorded to stockholders’ equity. The impact of adoption of the New Lease Standard on the Company’s December 31, 2021, consolidated balance sheet was as follows: As Reported Adoption of As Adjusted Assets Land, buildings, and equipment $ 21,731 $ (16,543 ) $ 5,188 Operating lease right-of-use — 14,090 14,090 $ 21,731 $ (2,453 ) $ 19,278 Liabilities and stockholders’ equity Current portion of financing lease obligations $ 370 $ (4 ) $ 366 Other current liabilities 191 276 467 Financing lease obligations 17,506 (17,371 ) 135 Operating lease obligations — 13,814 13,814 Accumulated deficit (196,092 ) 832 (195,260 ) $ (178,025 ) $ (2,453 ) $ (180,478 ) Sale-Leaseback of Equipment The Company also has an equipment financing arrangement that is considered a financing-type lease which matures in 2023. The Company was required to deposit cash into a restricted account in an amount equal to the future rent payments required by the lease. As of December 31, 2022, restricted cash totaled $0.1 million, and will be returned following the payoff of the lease obligations in 2023. Recognition of Lease Liabilities The Company records its operating lease liabilities at the present value of the future lease payments over the lease term. If the lease term includes options to extend or terminate the lease, those elements are included in the determination of lease term when it is reasonably certain that the option will be exercised. The rate used to determine the present value of future lease payments is the rate stated in the lease agreement, or if not stated, the Company’s incremental borrowing rate is used, up to an effective rate that enables the lease liability to amortize to zero over the lease term. Rent expense for operating leases is recorded in SG&A expense in the consolidated statements of operations and in operating cash flows in the consolidated statements of cash flows. The Company also records operating lease ROU assets at an initial amount equal to the operating lease liability. Those ROU assets are amortized to lease expense within SG&A over the lease term using the effective interest method to ensure the ROU asset amortizes to zero concurrent with the associated liability, and the ROU asset amortization expense is also reported in operating cash flows in the consolidated statements of cash flows. The Company records its financing lease liabilities at the present value of the future lease payments over the lease term. If the lease term includes options to extend or terminate the lease, those elements are included in the determination of lease term when it is reasonably certain that the option will be exercised. The rate used to determine the present value of future lease payments is the rate stated in the lease agreement, or if not stated, the Company’s incremental borrowing rate is used, up to an effective rate that enables the lease liability to amortize to zero over the lease term. Expense associated with financing leases is recorded in interest, net in the consolidated statements of operations and in operating cash flows in the consolidated statements of cash flows. The Company is obligated under a non-cancellable The Roseville, Minnesota lease includes four options to each extend the lease for five years. These options to extend the lease are not recognized as part of the ROU assets and operating lease liabilities as it is not reasonably certain that the Company will exercise those options. The Company’s agreement does not include options to terminate the lease. Lease Expense The components of lease expense were as follows: Year Ended December 31, In Thousands 2022 2021 2020 Finance lease costs $ 75 $ 1,431 $ 1,435 Operating lease costs 1,548 46 83 Variable lease costs 942 NA NA Total $ 2,565 $ 1,477 $ 1,518 NA- Operating lease cost for short-term leases was not material for the year ended December 31, 2022. Other Lease Information Other information related to leases was as follows: Year Ended December 31, 2022 In Thousands except for lease term and discount rate Operating Financing Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows $ 276 $ — Financing cash flows $ — $ 376 Weighted average remaining lease term (years) 15.3 0.4 Weighted average discount rate 7.9 % 8.1 % As of December 31, 2022, future minimum payments under operating and finance leases were as follows: In Thousands Operating Leases Financing Leases Total Leases 2023 $ 1,446 $ 100 $ 1,546 2024 1,480 — 1,480 2025 1,479 — 1,479 2026 1,479 — 1,479 2027 1,479 — 1,479 Thereafter 16,991 — 16,991 Total including interest 24,354 100 24,454 Less: imputed interest (10,540 ) (3 ) (10,543 ) Total $ 13,814 $ 97 $ 13,911 |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
Employee Benefit Plan | 9. EMPLOYEE BENEFIT PLAN The Company provides a 401(k) defined contribution plan for all regular full-time employees who have completed two months of service. The Company matches employee contributions up to certain amounts and those matching contributions vest immediately. Year Ended December 31, In Thousands 2022 2021 2020 Employee benefit plan expenses $ 259 $ 274 $ 309 |
Supplemental Information
Supplemental Information | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Supplemental Information | 10. SUPPLEMENTAL INFORMATION Certain balance sheet amounts are as follows: As of December 31, In Thousands 2022 2021 Cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 3,427 $ 13,823 Restricted cash 99 499 Non-current — 99 Total $ 3,526 $ 14,421 As of December 31, In Thousands 2022 2021 Prepaid expenses and other current assets: Common warrants – financing costs $ 396 $ — Prepaid expenses and other current assets 210 859 Total $ 606 $ 859 As of December 31, In Thousands 2022 2021 Other current liabilities: O perating lease obligations $ 367 $ — Other current liabilities 112 191 Total $ 479 $ 191 As of December 31, In Thousands 2022 2021 Land, buildings, and equipment: Land under capital lease $ — $ 5,690 Buildings 900 804 Buildings under capital lease — 3,812 Leasehold improvements 364 215 Leasehold improvements under capital lease — 10,023 Office furniture and equipment 7,803 5,409 Office furniture and equipment under capital lease 414 1,788 Computer equipment and software 912 831 Construction in progress — 849 Vehicles — 38 Total land, buildings, and equipment 10,393 29,459 Less accumulated depreciation and amortization (5,877 ) (7,728 ) Total $ 4,516 $ 21,731 Certain statements of operations amounts are as follows: Year Ended December 31, In Thousands 2022 2021 2020 Revenue: Soybean grain $ — $ 25,930 $ 12,976 Soybean meal — — 8,628 Soybean oil — — 2,220 Other 157 57 27 Total $ 157 $ 25,987 $ 23,851 Year Ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expense: Research and development $ 946 $ 1,465 $ 1,132 Selling, general, and administrative 3,052 625 3,839 Total $ 3,998 $ 2,090 $ 4,971 Year Ended December 31, In Thousands 2022 2021 2020 Interest, net: Interest expense $ (75 ) $ (1,431 ) $ (1,435 ) Interest income 60 17 557 Common stock warrants – financing cost amortization (72 ) — — Total $ (87 ) $ (1,414 ) $ (878 ) Supplemental statement of cash flows information is as follows: Year Ended December 31, In Thousands 2022 2021 2020 Interest paid $ 69 $ 1,425 $ 1,455 Non-cash Year Ended December 31, In Thousands 2022 2021 2020 Receivable from Jefferies for shares issued under ATM Facility $ (260 ) $ 260 $ — Non-cash $ (691 ) $ 691 $ — Cumulative effect of adoption of lease accounting standard on stockholders’ equity $ 832 $ — $ — Establishment of operating lease right-of-use $ 14,090 $ — $ — |
Segment Information
Segment Information | 12 Months Ended |
Dec. 31, 2022 | |
Segment Reporting [Abstract] | |
Segment Information | 11. SEGMENT INFORMATION The Company operates in a single |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt | 12. LONG-TERM DEBT The Company’s long-term debt was comprised of a $1.5 million promissory note pursuant to the PPP loan established by the Coronavirus Aid, Relief, and Economic Security Act (the CARES Act) implemented by the SBA. The Company received the funds under the PPP loan on April 19, 2020. Subject to certain conditions, the PPP loan and accrued interest were eligible to be forgiven in whole or in part by applying for forgiveness pursuant to the CARES Act and the Paycheck Protection Program. In order to be eligible for forgiveness, the proceeds of the PPP loan were required to be applied to certain eligible expenses, including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, with not more than 40 percent of the amount applied to non-payroll The Company applied the proceeds from the PPP loan toward qualifying expenses. On October 21, 2020, as modified December 29, 2020, the Company applied for forgiveness of the full principal amount and all accrued interest. On April 8, 2021, the Company was notified by the SBA that the full principal amount and all accrued interest of the PPP loan had been forgiven. Accordingly, the Company recognized a gain upon the extinguishment of the PPP loan for $1.5 million during the second quarter of 2021. |
Restructuring Costs
Restructuring Costs | 12 Months Ended |
Dec. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring Costs | 13. RESTRUCTURING COSTS On August 4, 2020, the Company approved a move to a streamlined go-to-market go-to-market non-cash |
Subsequent Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 14. SUBSEQUENT EVENTS Merger with Cibus Global LLC On January 13, 2023, the Company and Cibus Global, LLC entered into a definitive merger agreement under which the Company and Cibus will merge in an all-stock In connection with the Transactions (as defined in Note 14), beginning at the earlier of March 15, 2023 and the date Calyxt’s unrestricted cash balance first drops below $1,500,000, Calyxt can request, and Cibus has agreed to provide, an unsecured, interest-free revolving line of credit of up to $3,000,000 in cash, which amount may be increased to $4,000,000 if Cibus elects to extend the outside date (as defined in the Merger Agreement) to June 30, 2023 (the Interim Funding.” Funds can be drawn by Calyxt in $500,000 increments and may only be used to fund operating expenses incurred in the ordinary course of business consistent with past practice and consistent with the negative covenants in the Merger Agreement. The full outstanding balance of the Interim Funding will be reduced to zero in connection with the closing of the Transactions, if consummated. The full outstanding balance of the Interim Funding will be forgiven by Cibus if the Merger Agreement is terminated for any reason other than certain under certain conditions, as detailed in the Merger Agreement. The Interim Funding is subject to acceleration in connection with certain bankruptcy events. Modification of Stock Options On March 1, 2023, the Company’s Board of Directors approved the modification of the award terms of all outstanding stock options that have 90-day Grant of Restricted Stock Units On March 1, 2023, the Company’s Board of Directors authorized the grant of an aggregate of RSUs. These awards will vest upon completion of the Transactions, and accordingly, the expense associated with these awards will be recognized over the period from the date of grant to the estimated closing date of the Transactions. Performance Stock Units On March 1, 2023, the Company’s Board of Directors determined the 2022 tranche of PSUs would vest at 100%. Litigation and Claims In the fourth quarter of 2022, the Company reached a settlement with one of its technology vendors regarding alleged intellectual property infringement. The Company received the final installment of $0.75 million in the first quarter of 2023. |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Use of Estimates | Basis of Presentation and Use of Estimates The Company has prepared its consolidated financial statements in accordance with accounting principles generally accepted in the United States (U.S. GAAP or GAAP) and has included the accounts of Calyxt and its subsidiary. The preparation of consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts in the consolidated financial statements and accompanying notes, including those related to revenue recognition, the net realizable value of inventories, stock-based compensation, and valuation allowances on deferred tax assets. Actual results could materially differ from these estimates. |
Cash, Cash Equivalents, and Restricted Cash | Cash, Cash Equivalents, Restricted Cash, and Investments All investments purchased with an original maturity of three months or less are accounted for as cash equivalents. The Company’s restricted cash balances are cash and cash equivalents deposited in an amount equal to the future rent payments as required under the Company’s equipment lease facility. The Company may request the return of excess restricted cash collateral annually in December. The amount of the restricted cash balance the Company expects to have returned in 2023 is reflected as a current asset. The Company periodically invests its cash in high grade, highly liquid securities, and investment funds. The Company considers securities purchased with more than ninety days to their original maturity at issuance to be short-term investments. These short-term investments are classified as available-for-sale The Company ensures the credit risk in this portfolio is in accordance with its internal policies and if necessary, makes changes to investments to ensure credit risk is minimized. The Company has not experienced any counterparty credit losses. |
Accounts Receivable | Accounts Receivable Accounts receivable are unsecured and are recorded at net realizable value. The Company makes judgments as to its ability to collect outstanding receivables based upon patterns of collectability, historical experience, and its evaluation of specific accounts and will provide an allowance for credit losses when collection becomes doubtful. The Company performs credit evaluations of its customers’ financial condition on an as-needed |
Inventory | Inventory Inventories are recorded at the lower of cost or net realizable value and include all costs of seed production and grain the Company purchased as well as costs to store and transport the grain. As of December 31, 2020, inventory included the costs to process the grain into finished products. Consideration received from growers when they purchase seed is recorded as a reduction of inventory. The Company evaluates inventory balances for obsolescence or estimated net realizable value on a regular basis based on the age of the inventory and its sales forecasts. At each period-end, |
Forward Purchase Contracts | Forward Purchase Contracts Under the Company’s former go-to-market The seed contracts often required the Company to pay prices for the seed produced at commodity futures market prices plus a premium. The seed growers had the option to fix their price with the Company throughout the term of the agreement. The Company paid a portion of the seed cost in December each year and the remainder upon delivery in either the first or second quarter of the following year. The grain grower contracts required the Company to pay prices for all grain produced at commodity futures market prices plus a premium. The grain growers had the option to fix their price with the Company throughout the term of the agreement. The grain grower contracts allowed for delivery of grain to the Company at harvest, if so specified when the agreement was executed, otherwise delivery occurred on a date that was elected by the Company through August 31, 2021. The Company paid for grain within a contractually determined number of days following delivery and final pricing. Upon delivery, the inventory was carried at historical cost but sold at prevailing market prices. As a result, the Company entered into hedging arrangements by selling futures contracts which converted its market exposure to these fixed prices to floating prices. By executing these hedging strategies, the Company could closely match the expected economic terms of the grain sale with the market, which helped stabilize margins until such inventory was sold. The Company did not account for these economic hedges as accounting hedges. All unrealized gains or losses on outstanding hedging contracts were recognized in Cost of Goods sold. The Company expected that any gains or losses from these hedging arrangements would be offset by gains or losses on the grain inventories when such grain inventories were sold. Prior to August 1, 2020, the Company designated all of its commodity derivative contracts as cash flow hedges based on the nature of its business activities. As a result, all gains or losses associated with recording those commodity derivative contracts at fair value were recorded as a component of accumulated other comprehensive income (loss) (AOCI). The Company reclassified amounts from AOCI to cost of goods sold when the underlying products were sold to which those hedges related. For the year ended December 31, 2020, the Company reclassified a nominal amount from AOCI to cost of goods sold, and there were no such reclassifications in 2021 or 2022. |
Land, Buildings, and Equipment | Land, Buildings, and Equipment Land, buildings, and equipment are stated at cost less accumulated depreciation. Assets under capital lease are stated at the lesser of their net present value of future lease payments or fair market value. Repair and maintenance costs are expensed as incurred. The cost and accumulated depreciation of property and equipment retired, or otherwise disposed of, are removed from the related accounts, and any residual values are charged to expense. Depreciation is recorded using the straight-line method over estimated useful lives as follows: Buildings and improvements 10-20 years Leasehold improvements Shorter of lease term or 15 years Office furniture and equipment 7 years Assets under capital lease 4-20 Computer equipment and software 3-5 Vehicles 3-6 |
Revenue Recognition | Revenue Recognition The Company accounts for a contract as revenue when it has approval and commitment to perform from both parties, the rights of the parties are identified, payment terms are established, the contract has commercial substance, and collectability of the consideration is probable. Changes to contracts are assessed for whether they represent a modification or should be accounted for as a new contract. The Company considers the following indicators, among others, when determining if it is acting as a principal in the transaction and recording revenue on a gross basis: (i) the Company is primarily responsible for fulfilling the promise to provide the specified good or service, (ii) the Company has inventory risk before the specified good or service has been transferred to a customer or after transfer of control to the customer and (iii) the Company has discretion in establishing the price for the specified good or service. If a transaction does not meet the Company’s indicators of being a principal in the transaction, then the Company is acting as an agent in the transaction and the associated revenues are recognized on a net basis. The Company recognizes revenue when control of the good or service has passed to the customer. The following indicators are evaluated in determining when control has passed to the customer: (i) the customer has legal title to the product, (ii) the Company has transferred physical possession of the product or service to the customer, (iii) the Company has a right to receive payment for the good or service, (iv) the customer absorbs the significant risks and rewards of ownership of the good and (v) the customer has accepted the good. The Company generally does not incur costs to obtain new contracts. Performance Obligations A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s contracts may contain multiple performance obligations if a promise to transfer the individual good or service is separately identifiable from other promises in the contracts and, therefore, is considered distinct. Performance obligations that are not considered distinct are combined with other goods or services in the contract until that combination meets the distinct criteria above. For contracts with multiple performance obligations, the Company determines the standalone selling price of each performance obligation and allocates the total transaction price using the relative selling price basis. The following is a description of the principal goods and services from which the Company generates revenue: Product Sales Historically, the Company sold soybean grain, oil, and meal. The Company recognized sales revenue at the point in time that title transferred to the customer, which was based on shipping terms. Sales included shipping and handling charges if billed to the customer and were reported net of trade promotion and other costs, including estimated allowances for returns, unsalable products, and prompt pay discounts. Sales, use, value-added, and other excise taxes were not recognized in revenue. Trade promotions were recorded based on estimated participation and performance levels for offered programs at the time of sale. The Company generally did not allow a right of return. During 2021 and 2020, the Company sold soybean grain to a processor and subsequent to the sale they utilized the Company’s rented third-party storage facility to hold the grain until such time they requested it be delivered. The Company was responsible for all handling charges and delivery activities. In those instances, the Company recognized revenue from the sale of grain to the processor upon the transfer of the control of the grain, which was determined to be at the time of the issuance of the purchase order and assignment of warehouse receipts to the customer. The Company determined that the reason for the arrangement was substantive, in that the customer had requested the arrangement, the product was separately identified as belonging to the customer, the product was ready for physical transfer, and the Company did not have the ability to use the product or direct it to another customer. The Company concluded that any remaining performance obligations (e.g., for custodial services) were immaterial in relation to the contract. The Company concurrently accrued all estimated future storage, handling, and delivery costs associated with that sale. All arrangements of this nature were completed prior to December 31, 2021. In certain transactions occurring in the third quarter of 2020, the Company sold grain to a processor with a commitment to provide consideration to the processor in exchange for the soybean meal resulting from the grain crushing activity. The Company determined the consideration payable to the processor was not in exchange for a distinct good or service, as the soybean meal was considered highly interrelated to the grain because they both possess Calyxt specific genetic traits, and the transactions were entered into in contemplation of one another, and therefore, were not considered to be distinct within the context of the contract. For these transactions, the Company recognized revenue from the sale of grain in the amount of the final net cash settlement with the processor, as the consideration payable to the processor was treated as a reduction of revenue. Technology Licensing The Company recognizes revenue from license agreements, which may consist of nonrefundable up-front Nonrefundable up-front Annual licensing fee payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. The Company recognizes milestone payments when the triggering event has occurred, there are no further contingencies or services to be provided with respect to that event, and the counterparty has no right to refund of the payment. Royalty revenues are expected to arise following the commercialization of products developed using the licensed technology by the counterparty to the license agreement. The royalties may be a percentage of sales or another measurement achieved by the licensee. Royalty revenues will be recognized at the later of (i) when the licensee is generating sales subject to royalty payments or (ii) the performance obligation to which the sales-based or usage-based royalties relates has been satisfied. Product Development Agreements The Company recognizes revenue from product development agreements, which may consist of nonrefundable up-front Nonrefundable up-front In certain instances, the receipt of payments in these arrangements are dependent upon the achievement of certain scientific, regulatory, commercial, or other milestones. Milestone payments are considered variable consideration which are evaluated against the Company’s performance obligations for determination of when it is appropriate to recognize revenue. For purposes of revenue recognition, the Company considers whether the performance obligation is achieved, which may be (i) when a triggering event has occurred, (ii) there are no further contingencies or services to be provided with respect to that event, and (iii) the customer has no right to require refund of their payment. The Company recognizes milestone payments as revenue when it is highly probable that any revenue recognized will not be subsequently reversed. Annual payments are generally associated with services in the contract and are recognized over time as the customer receives the benefits of the services. If necessary, the Company establishes and increases a contract asset as the revenue is recognized. For these types of payments, the Company recognizes revenue using an input method, such as the completed contract or time elapsed methods, or an output method, such as the work performed or units produced methods. The Company will apply each method of revenue recognition consistently for like contracts and assess any revenue estimates periodically for cumulative adjustments. Agreements for the performance of R&D services and cost reimbursements are recognized as revenue over time based on work performed. Collaborative Arrangements For arrangements that do not represent contracts with a customer, the Company analyzes the transaction to assess whether the arrangement involves joint operating activities performed by parties that are both active participants in the activities and exposed to significant risks and rewards that are dependent on the commercial success of such activities. The Company had no such arrangements as of December 31, 2022. |
Advertising Costs | Advertising Costs The Company expenses advertising costs as incurred. |
Research and Development (R&D) | Research and Development Expenses The Company recognizes R&D expenses as incurred. These expenses consist of direct costs for R&D and R&D-related |
Patents | Patents The Company expenses patent costs, including related legal costs, as incurred. Costs to write and support the research for filing patents are recorded as R&D expenses in the statements of operations. Costs to maintain, in-license, |
Stock Based Compensation | Stock-Based Compensation The Company generally measures the fair value of employee and nonemployee stock-based awards on their grant date and records compensation expense on a straight-line basis over the related service period of the award, which is generally the vesting period. The Company uses the Black-Scholes option pricing model to value its stock option awards. The Company generally measures compensation expense for grants of restricted stock units using the Company’s share price on the date of grant. The Company uses a Monte Carlo simulation pricing model when estimating the fair values of PSUs. The Company estimates fair values and accounts for employee and nonemployee awards in a similar manner. Due to the Company’s limited history, it does not always have sufficient historical stock option activity to make predictive assumptions based solely on its stock or stock option activity for the Black-Scholes option pricing model. As a result, the Company may need to use data from other comparable public companies or alternative calculation methods to make predictive assumptions. The Company estimates its future stock price volatility using the weighted-average historical volatility calculated from a group of comparable public companies over the expected term of the option. The group of comparable public companies is determined by management on an annual basis. When selecting a comparable company, management considers relevant factors including industry and strategy, size, maturity, and financial leverage. The comparable companies used by management to calculate expected volatility may change from year-to-year The expected term of stock options is estimated using the average of the vesting tranches and the contractual life of each grant for employee options, or the simplified method, as the Company has limited historical information to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. Due to the limited historical experience of the Company’s stock awards program, it has elected to account for forfeitures of awards as they occur. If an award is forfeited prior to vesting, the associated reduction in expense is reflected net in stock-based compensation expense in that period. Stock-based compensation expense is recorded in R&D and SG&A expenses in the Company’s consolidated statements of operations. |
Income Taxes | Income Taxes Current income taxes are recorded based on statutory obligations for the current operating period for the jurisdictions in which the Company has operations. Deferred taxes are provided on an asset and liability method, whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when the Company believes it is more likely than not that some portion or all the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Foreign Currency Transactions | Foreign Currency Transactions Transactions in foreign currencies are translated at the exchange rates effective on the transaction dates. Assets and liabilities denominated in foreign currencies are translated at the period-end non-operating Foreign currency fluctuations affect the Company’s foreign currency cash flows related primarily to payments to Cellectis. The Company’s principal foreign currency exposure is to the euro. The Company does not hedge these exposures, and it does not believe that the current level of foreign currency risk is significant to its operations. |
Net Loss Per Share | Net Loss Per Share Due to the Company’s net loss position for the years ended December 31, 2022, 2021, and 2020, all its outstanding stock options, restricted stock units, PSUs, and Common Warrants are considered anti-dilutive and excluded from the calculation of net loss per share. Accordingly, the treasury method was not used in determining the number of anti-dilutive stock options and restricted stock units. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) No. 2016-02, No. 2018-10, 2018-11, The Company adopted the New Lease Standard as of January 1, 2022, using the transition method which does not require revisions to comparative periods. The Company elected to implement the transition package of practical expedients permitted within the New Lease Standard, which among other things, allows it to carryforward the historical lease classification. In addition, the Company elected the hindsight practical expedient to determine the lease term for existing leases and it also made an accounting policy election to not record leases with an initial term of 12 months or less on its consolidated balance sheet. The Company’s adoption of the New Lease Standard required it to remove the previously reported amounts for land, buildings, and equipment associated with its headquarters and laboratory facility lease as well as the associated liability. The Company assessed the elements of its lease agreement and upon adoption, recorded an operating lease associated with the sale leaseback of land component of the lease, and a second operating lease associated with the building component of the lease. The Company recorded operating lease assets and liabilities of $14.1 million within its consolidated balance sheet as of January 1, 2022. The New Lease Standard had no impact on the Company’s consolidated statements of operations or cash flows. The $0.8 million cumulative effect of the adoption of the New Lease Standard was recorded to stockholders’ equity. See Note 8 for further information regarding the Company’s leases. In June 2016, the FASB issued ASU No. 2016-13, 2016-13). 2016-13 lifetime expected credit losses and corresponding recognition of allowance for losses on trade and other receivables, loans, and other instruments held at amortized cost. The ASU requires certain recurring disclosures and is effective for annual periods, and interim periods within those annual periods, beginning on or after December 15, 2023. The Company is analyzing the impact of this standard on its results of operations and financial position. |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-line Method | Depreciation is recorded using the straight-line method over estimated useful lives as follows: Buildings and improvements 10-20 years Leasehold improvements Shorter of lease term or 15 years Office furniture and equipment 7 years Assets under capital lease 4-20 Computer equipment and software 3-5 Vehicles 3-6 |
Financial Instruments Measure_2
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Summary of Fair Value Measurements and Financial Statement Presentation | The fair values of the Company’s financial instruments measured at fair value and their respective levels in the fair value hierarchy as of December 31, 2022, were as follows: December 31, 2022 December 31, 2022 Fair Values of Assets Fair Values of Liabilities In Thousands Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Other items reported at fair value: Common stock warrants $ — $ — $ — $ — $ — $ — $ 291 $ 291 Total $ — $ — $ — $ — $ — $ — $ 291 $ 291 |
Summary of Fair Value of the Common Warrants | The estimated fair values of the Common Warrants, and the assumptions used for the Black-Scholes option pricing model were as follows: As of December 31, 2022 Estimated fair value of Common Warrants: $ 0.04 Assumptions: Expected term to liquidation (in years) 4.6 Expected volatility 85.0 % Risk-free interest rate 4.0 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Text Block [Abstract] | |
Disclosure of Warrants Transactions | Warrant transactions for the year ended December 31, 2022, are as follows: Number of Pre-Funded Weighted Number of Weighted Outstanding as of December 31, 2021: Issued 3,880,000 $ 0.0001 7,760,000 $ 1.41 Forfeited/canceled — — — — Exercised 3,880,000 $ 0.0001 — Outstanding as of December 31, 2022: — — 7,760,000 $ 1.41 Exercisable as of December 31, 2022: — — 7,760,000 $ 1.41 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model | The estimated fair values of stock options granted, and the assumptions used for the Black-Scholes option pricing model were as follows: Year ended December 31, 2022 2021 2020 Estimated fair values of stock options granted $ 0.86 $ 3.61 $ 3.24 Assumptions: Risk-free interest rate 1.9% - 3.5 % 0.6% - 1.2 % 0.3% - 1.7 % Expected volatility 89.7% - 92.8 % 80.1% - 91.0 % 77.4% - 81.2 % Expected term (in years) 5.5 - 6.9 5.5 - 6.5 6.0 - 10.0 |
Summary of Stock Option Activity | Information on stock option activity is as follows: Options Exercisable Weighted- Average Exercise Price Per Share Options Outstanding Weighted- Average Exercise Price Per Share Balance as of December 31, 2021 2,789,110 $ 10.23 4,658,405 $ 9.47 Granted 1,609,000 1.12 Exercised — — Forfeited or expired (425,952 ) 7.02 Balance as of December 31, 2022 3,396,624 $ 9.94 5,841,453 $ 7.35 |
Schedule of Net Cash Proceeds from Exercise of Stock Options Less Shares Used for Minimum Withholding Taxes and Intrinsic Value of Options Exercised | Net cash proceeds from the exercise of stock options less shares used for minimum withholding taxes and the intrinsic value of options exercised were as follows: Year ended December 31, In Thousands 2022 2021 2020 Net cash proceeds $ — $ 227 $ 212 Intrinsic value of options exercised $ — $ 344 $ 179 |
Summary of Activity of Restricted Stock Units | Information on restricted stock unit activity is as follows: Number of Restricted Stock Units Outstanding Weighted- Average Grant Date Fair Value Unvested balance at December 31, 2021 571,303 $ 6.15 Granted 1,077,600 1.26 Vested (303,728 ) 6.39 Forfeited (115,969 ) 4.14 Unvested balance at December 31, 2022 1,229,206 $ 1.99 |
Summary of Grant Date Fair Value of Restricted Stock Unit Awards Vested | The total grant-date fair value of restricted stock unit awards that vested was as follows: Year ended December 31, In Thousands 2022 2021 2020 Grant-date fair value $ 1,940 $ 1,489 $ 3,122 |
Schedule of Weighted Average Grant Date Fair Value of Restricted Stock Units Issued | Information on the weighted average grant date fair value of restricted stock units issued was as follows: Year ended December 31, In Thousands 2022 2021 2020 Weighted average grant date fair value $ 1.26 $ 4.59 $ 6.54 |
Summary of Stock-Based Compensation Granted As Deemed Dividends | The Company accounts for stock-based compensation awards granted to employees of Cellectis as deemed dividends. The Company recorded deemed dividends as follows: Year ended December 31, In Thousands 2022 2021 2020 Deemed dividends from grants to Cellectis employees $ 90 $ (289 ) $ 1,168 |
Share-Based Payment Arrangement, Performance Shares, Outstanding Activity | PSU activity for the year ended December 31, 2022, is as follows: Number of PSUs Outstanding as of December 31, 2021: 745,000 Issued 530,000 Forfeited/canceled (145,000 ) Awarded — Outstanding as of December 31, 2022: 1,130,000 |
2021 Grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Fair Values of Performance Stock Units Granted and Assumptions used in Monte Carlo Simulation Pricing Model | Estimated fair values of performance stock units granted: At least $12 per share $ 2.16 At least $15 per share $ 1.89 At least $20 per share $ 1.55 Assumptions: Expected term (in years) 3.0 Expected volatility 90.0 % Risk-free interest rate 0.4 % |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to stock option awards was as follows: Year ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expense $ 2,031 $ 1,850 $ 3,371 |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to restricted stock units was as follows: Year ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expense $ 1,318 $ 224 $ 1,155 |
Performance Stock Units [Member] | 2019 Grant | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-based Compensation Expense | Stock-based compensation expense related to PSUs is as follows: Year ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expenses $ 649 $ 16 $ 445 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |
Summary of Reconciliation of Statutory IncomeTax Rate | The following table reconciles the United States statutory income tax rate to the Company’s effective income tax rate: Year ended December 31, 2022 2021 2020 United States statutory rate 21.0 % 21.0 % 21.0 % State tax, net of federal benefit 1.0 % 1.0 % 4.2 % Stock-based compensation (1.7 %) (0.7 %) (0.5 %) Officer compensation (1.4 %) 1.5 % (1.0 %) Deferred rate change — % — % — % R&D credit 2.2 % 1.4 % 0.8 % PPP Loan — % 1.1 % — % Unrealized (gain) loss on mark-to-market 6.4 % — % — % Other — % 0.1 % (0.1 )% Change in valuation allowance (27.5 %) (25.4 %) (24.4 %) Effective income tax rate — % — % — % |
Schedule of Deferred Tax Assets And Liabilities | Deferred assets and liabilities consist of the following: December 31, In Thousands 2022 2021 2020 Net operating losses $ 40,914 $ 38,671 $ 33,392 Stock-based compensation 2,950 2,724 2,531 Financing lease obligations — 3,820 4,574 Operating lease ROU liabilities 2,921 — Tax credit carry forwards 3,685 3,210 2,577 Capitalized R&D 2,183 — Compensation 14 514 339 Derivative liability — — 703 Other 124 143 391 Gross deferred tax assets 52,791 49,082 44,507 Less valuation allowance (49,843 ) (45,369 ) (39,898 ) Net deferred tax assets 2,948 3,713 4,609 Fixed assets (89 ) (3,667 ) (4,609 ) Operating lease ROU assets (2,859 ) — Other — (46 ) — Gross deferred tax liabilities (2,948 ) (3,713 ) (4,609 ) Net deferred tax asset or liability $ — $ — $ — |
Leases, Other Commitments, an_2
Leases, Other Commitments, and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Lease, Cost [Abstract] | |
Schedule of Noncancelable Future Lease Commitments | Other information related to leases was as follows: Year Ended December 31, 2022 In Thousands except for lease term and discount rate Operating Financing Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows $ 276 $ — Financing cash flows $ — $ 376 Weighted average remaining lease term (years) 15.3 0.4 Weighted average discount rate 7.9 % 8.1 % |
Summary of Future Minimum Rental Payments | As of December 31, 2022, future minimum payments under operating and finance leases were as follows: In Thousands Operating Leases Financing Leases Total Leases 2023 $ 1,446 $ 100 $ 1,546 2024 1,480 — 1,480 2025 1,479 — 1,479 2026 1,479 — 1,479 2027 1,479 — 1,479 Thereafter 16,991 — 16,991 Total including interest 24,354 100 24,454 Less: imputed interest (10,540 ) (3 ) (10,543 ) Total $ 13,814 $ 97 $ 13,911 |
Summary of Lease Cost | The components of lease expense were as follows: Year Ended December 31, In Thousands 2022 2021 2020 Finance lease costs $ 75 $ 1,431 $ 1,435 Operating lease costs 1,548 46 83 Variable lease costs 942 NA NA Total $ 2,565 $ 1,477 $ 1,518 |
Employee Benefit Plan (Tables)
Employee Benefit Plan (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Postemployment Benefits [Abstract] | |
Summary of Defined Contribution Plan | Year Ended December 31, In Thousands 2022 2021 2020 Employee benefit plan expenses $ 259 $ 274 $ 309 |
Supplemental Information (Table
Supplemental Information (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Certain Balance Sheet Amounts | Certain balance sheet amounts are as follows: As of December 31, In Thousands 2022 2021 Cash, cash equivalents, and restricted cash: Cash and cash equivalents $ 3,427 $ 13,823 Restricted cash 99 499 Non-current — 99 Total $ 3,526 $ 14,421 As of December 31, In Thousands 2022 2021 Prepaid expenses and other current assets: Common warrants – financing costs $ 396 $ — Prepaid expenses and other current assets 210 859 Total $ 606 $ 859 As of December 31, In Thousands 2022 2021 Other current liabilities: O perating lease obligations $ 367 $ — Other current liabilities 112 191 Total $ 479 $ 191 As of December 31, In Thousands 2022 2021 Land, buildings, and equipment: Land under capital lease $ — $ 5,690 Buildings 900 804 Buildings under capital lease — 3,812 Leasehold improvements 364 215 Leasehold improvements under capital lease — 10,023 Office furniture and equipment 7,803 5,409 Office furniture and equipment under capital lease 414 1,788 Computer equipment and software 912 831 Construction in progress — 849 Vehicles — 38 Total land, buildings, and equipment 10,393 29,459 Less accumulated depreciation and amortization (5,877 ) (7,728 ) Total $ 4,516 $ 21,731 |
Schedule of Certain Statements of Operations Amounts | Certain statements of operations amounts are as follows: Year Ended December 31, In Thousands 2022 2021 2020 Revenue: Soybean grain $ — $ 25,930 $ 12,976 Soybean meal — — 8,628 Soybean oil — — 2,220 Other 157 57 27 Total $ 157 $ 25,987 $ 23,851 Year Ended December 31, In Thousands 2022 2021 2020 Stock-based compensation expense: Research and development $ 946 $ 1,465 $ 1,132 Selling, general, and administrative 3,052 625 3,839 Total $ 3,998 $ 2,090 $ 4,971 Year Ended December 31, In Thousands 2022 2021 2020 Interest, net: Interest expense $ (75 ) $ (1,431 ) $ (1,435 ) Interest income 60 17 557 Common stock warrants – financing cost amortization (72 ) — — Total $ (87 ) $ (1,414 ) $ (878 ) |
Schedule of Statements of Certain Statements of Cash Flows Amounts | Supplemental statement of cash flows information is as follows: Year Ended December 31, In Thousands 2022 2021 2020 Interest paid $ 69 $ 1,425 $ 1,455 Non-cash Year Ended December 31, In Thousands 2022 2021 2020 Receivable from Jefferies for shares issued under ATM Facility $ (260 ) $ 260 $ — Non-cash $ (691 ) $ 691 $ — Cumulative effect of adoption of lease accounting standard on stockholders’ equity $ 832 $ — $ — Establishment of operating lease right-of-use $ 14,090 $ — $ — |
Organization and Summary of S_4
Organization and Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||
Year founded | 2010 | ||
Impairment of long-lived assets | $ 0 | ||
Operating lease right-of-use assets | 13,615 | $ 0 | |
Operating lease obligations | $ 13,447 | $ 0 | |
Subsidiary [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Percentage of ownership in outstanding common stock | 49.10% | ||
Accounting Standards Update 2016-02 [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Operating lease right-of-use assets | $ 14,100 | ||
Operating lease obligations | $ 14,100 | ||
Stockholders equity cumulative effect of adoption of lease accounting standard. | $ 800 |
Organization and Summary of S_5
Organization and Summary of Significant Accounting Policies - Schedule of Estimated Useful Life of Assets Used to Compute Depreciation Using the Straight-Line Method (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Buildings and Other Improvements [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 10 years |
Buildings and Other Improvements [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 20 years |
Leasehold Improvements [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 15 years |
Office Furniture and Equipment [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 7 years |
Assets under Capital Lease [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 4 years |
Assets under Capital Lease [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 20 years |
Computer Equipment and Software [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Computer Equipment and Software [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 5 years |
Vehicles [Member] | Minimum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 3 years |
Vehicles [Member] | Maximum [Member] | |
Property Plant And Equipment [Line Items] | |
Estimated useful lives of assets | 6 years |
Going Concern - Additional Info
Going Concern - Additional Information (Detail) - USD ($) | 12 Months Ended | |||||
Oct. 03, 2022 | Feb. 28, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Net loss | $ (16,891,000) | $ (29,199,000) | $ (44,836,000) | |||
Net cash used by operating activities | (19,364,000) | (18,811,000) | (43,672,000) | |||
Cash, cash equivalents, and restricted cash | 3,526,000 | 14,421,000 | $ 18,289,000 | $ 60,038,000 | ||
Current liabilities | 1,662,000 | $ 4,854,000 | ||||
Common stock, issued and sold | 3,880,000 | |||||
Issuance of common stock | $ 10,000,000 | |||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900,000 | |||||
ATM Facility [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock, issued and sold | 2,000,000 | |||||
After deduction of underwriting discounts and estimated other offering expenses | $ 100,000 | |||||
Common stock shares subscribed but not issued | 15,661,000 | |||||
Shelf Registration Statement [Member] | ATM Facility [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Minimum public float | 75,000,000 | |||||
Maximum [Member] | ATM Facility [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Common stock shares subscribed but not issued | 15,661,000 | |||||
Pre-funded Warrants [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Warrants issued (in shares) | 3,880,000 | |||||
Common Warrants [Member] | Maximum [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Warrants issued (in shares) | 7,760,000 | |||||
Equipment [Member] | ||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||||
Restricted cash | $ 100,000 |
Financial Instruments Measure_3
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk - Summary of Fair Value Measurements and Financial Statement Presentation (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |
Fair Values of Liabilities | $ 291 |
Common Stock Warrants [Member] | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |
Fair Values of Liabilities | 291 |
Level 3 [Member] | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |
Fair Values of Liabilities | 291 |
Level 3 [Member] | Common Stock Warrants [Member] | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | |
Fair Values of Liabilities | $ 291 |
Financial instruments and finan
Financial instruments and financial risk management - Summary of Fair Value of the Common Warrants (Detail) | Dec. 31, 2022 yr |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Estimated fair value of Common Warrants | 0.04 |
Expected term to liquidation (in years) | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Assumptions | 4.6 |
Expected volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Assumptions | 85 |
Risk-free interest rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Assumptions | 4 |
Financial Instruments Measure_4
Financial Instruments Measured at Fair Value and Concentrations of Credit Risk - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Fair value of financing leases | $ 14.5 | |
Short-term investments | $ 0 | |
Unrealized commodity derivative losses from hedging contracts sold | 0 | |
Corporate Debt Securities [Member] | ||
Fair Value Concentration Of Risk Financial Statement Captions [Line Items] | ||
Other financial instruments | $ 0 |
Related-Party Transactions - Ad
Related-Party Transactions - Additional Information (Detail) - Cellectis [Member] $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Related Party Transaction [Line Items] | |
Minimum net worth required | $ 300 |
Maximum [Member] | |
Related Party Transaction [Line Items] | |
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50% |
Stockholders' Equity - Summary
Stockholders' Equity - Summary Of Warrants Transactions (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2022 | Feb. 28, 2022 | |
Pre Funded Warrants [Member] | ||
Disclosure of Warrants Transactions [Line Items] | ||
Number of restricted stock units outstanding, Issued | 3,880,000 | |
Weighted-average grant date fair value, Issued | $ 0.0001 | |
Number of restricted stock units outstanding, Exercised | 3,880,000 | |
Weighted-average grant date fair value, Exercised | $ 0.0001 | |
Number of restricted stock units outstanding, Unvested ending balance | 0 | |
Weighted-average grant date fair value, Unvested ending balance | $ 0 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0 | $ 0.0001 |
Common Stock Warrants [Member] | ||
Disclosure of Warrants Transactions [Line Items] | ||
Number of restricted stock units outstanding, Issued | 7,760,000 | |
Weighted-average grant date fair value, Issued | $ 1.41 | |
Number of restricted stock units outstanding, Unvested ending balance | 7,760,000 | |
Weighted-average grant date fair value, Unvested ending balance | $ 1.41 | |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 7,760,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.41 | $ 1.41 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||||
Oct. 03, 2022 | Feb. 28, 2022 | Sep. 21, 2021 | Oct. 20, 2020 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Equity, Class of Treasury Stock [Line Items] | |||||||
Preferred stock share authorized | 50,000,000 | ||||||
Preferred stock share par value | $ 0.0001 | ||||||
Common stock, issued and sold | 3,880,000 | ||||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 10,000 | ||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900 | ||||||
Proceeds from common stock issuance | $ 11,538 | $ 4,380 | $ 15,000 | ||||
ATM Facility [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock, issued and sold | 2,000,000 | ||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 100 | ||||||
Common stock shares subscribed but not issued | 15,661,000 | ||||||
ATM Facility [Member] | Maximum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock shares subscribed but not issued | 15,661,000 | ||||||
Pre Funded Warrants [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Class of warrant or right, exercise price of warrants or rights | $ 0.0001 | $ 0 | |||||
Pre Funded Warrants [Member] | Maximum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants issued (in shares) | 3,880,000 | ||||||
Common Warrants [Member] | Maximum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants issued (in shares) | 7,760,000 | ||||||
Common Stock Warrants [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common Stock, Voting Rights | 4.99 | ||||||
Class of warrant or right, exercise price of warrants or rights | $ 1.41 | $ 1.41 | |||||
Common Stock Warrants [Member] | Maximum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Date from which Warrants or Rights Exercisable | Aug. 23, 2027 | ||||||
Common Stock Warrants [Member] | Minimum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Date from which Warrants or Rights Exercisable | Aug. 23, 2022 | ||||||
Common Stock Warrants [Member] | ATM Facility [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock, issued and sold | 1,400,000 | ||||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 4,100 | ||||||
Follow-on Public Offering [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock, issued and sold | 3,880,000 | 3,750,000 | |||||
Common stock issued price per share | $ 1.41 | $ 4 | |||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 10,000 | $ 14,000 | $ 14,037 | ||||
Underwriting discounts and commissions | $ 1,000 | ||||||
After deduction of underwriting discounts and estimated other offering expenses | $ 900 | ||||||
Follow-on Public Offering [Member] | Pre Funded Warrants [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock issued price per share | $ 1.4099 | ||||||
Follow-on Public Offering [Member] | Pre Funded Warrants [Member] | Maximum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants issued (in shares) | 3,880,000 | ||||||
Follow-on Public Offering [Member] | Common Warrants [Member] | Maximum [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Warrants issued (in shares) | 7,760,000 | ||||||
Follow-on Public Offering [Member] | Cellectis [Member] | |||||||
Equity, Class of Treasury Stock [Line Items] | |||||||
Common stock, issued and sold | 1,250,000 | ||||||
Net proceeds from issuance of common stock and exercise of overallotment | $ 5,000 | ||||||
Proceeds from common stock issuance | $ 14,000 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2022 | Jul. 16, 2021 | Feb. 19, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant | 2,718,149 | ||
Mr. Blome [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected benefit to earnings from recapture of non-cash stock compensation expense | $ 2.5 | ||
2017 Omnibus Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant | 3,112,568 | ||
Number of common shares available for issue | 4,299,904 | ||
Calyxt, Inc. Equity Employee Inducement Incentive Plan [Member] | PSUs [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation arrangement by share-based payment award, number of shares registered and available for grant | 600,000 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Fair Values of Stock Options Granted and Assumptions used in Black-Scholes Model (Detail) - Stock Options [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Estimated fair values of stock options granted | $ 0.86 | $ 3.61 | $ 3.24 |
Minimum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 1.90% | 0.60% | 0.30% |
Expected volatility | 89.70% | 80.10% | 77.40% |
Expected term (in years) | 5 years 6 months | 5 years 6 months | 6 years |
Maximum [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Risk-free interest rate | 3.50% | 1.20% | 1.70% |
Expected volatility | 92.80% | 91% | 81.20% |
Expected term (in years) | 6 years 10 months 24 days | 6 years 6 months | 10 years |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
2017 Omnibus Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Options priced at fair market value, Percent | 100% |
Stock option expiration period | 10 years |
2017 Omnibus Plan [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option, vesting period | 3 years |
2017 Omnibus Plan [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock option, vesting period | 6 years |
Stock Options [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Weighted average remaining contractual term | 5 years |
Aggregate intrinsic value of options outstanding and exercisable | $ 0 |
Unrecognized stock-based compensation expense related to non-vested stock options | $ 3.1 |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 22 months |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Share-based Payment Arrangement [Abstract] | |
Options Exercisable, Beginning Balance | shares | 2,789,110 |
Options Exercisable, Ending Balance | shares | 3,396,624 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 10.23 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | $ 9.94 |
Options Outstanding, Beginning Balance | shares | 4,658,405 |
Options Outstanding, Granted | shares | 1,609,000 |
Options Outstanding, Forfeited or expired | shares | (425,952) |
Options Outstanding, Ending Balance | shares | 5,841,453 |
Weighted-Average Exercise Price Per Share, Beginning Balance | $ / shares | $ 9.47 |
Weighted-Average Exercise Price Per Share, Granted | $ / shares | 1.12 |
Weighted-Average Exercise Price Per Share, Forfeited or expired | $ / shares | 7.02 |
Weighted-Average Exercise Price Per Share, Ending Balance | $ / shares | $ 7.35 |
Stock-Based Compensation - Su_3
Stock-Based Compensation - Summary of Stock-Based Compensation Expense Related to Stock Option Awards (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expenses | $ 3,998 | $ 2,090 | $ 4,971 |
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expenses | $ 2,031 | $ 1,850 | $ 3,371 |
Stock-Based Compensation - Su_4
Stock-Based Compensation - Summary of Net Cash Proceeds from Exercise of Stock Options Less Shares Used for Minimum Withholding Taxes and Intrinsic Value of Options Exercised (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |||
Net cash proceeds | $ 0 | $ 227 | $ 212 |
Intrinsic value of options exercised | $ 0 | $ 344 | $ 179 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units - Additional Information (Detail) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
2017 Omnibus Plan [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
2017 Omnibus Plan [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 6 years |
Restricted Stock Units [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized stock-based compensation expense related to restricted stock units | $ 1.2 |
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 22 months |
Restricted Stock Units [Member] | 2017 Omnibus Plan [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 3 years |
Restricted Stock Units [Member] | 2017 Omnibus Plan [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 5 years |
Stock-Based Compensation - Su_5
Stock-Based Compensation - Summary of Activity of Restricted Stock Units (Detail) - Restricted Stock Units [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of restricted stock units outstanding, Unvested beginning balance | 571,303 | ||
Number of restricted stock units outstanding, Granted | 1,077,600 | ||
Number of restricted stock units outstanding, Vested | (303,728) | ||
Number of restricted stock units outstanding, Cancelled | (115,969) | ||
Number of restricted stock units outstanding, Unvested ending balance | 1,229,206 | 571,303 | |
Weighted-average grant date fair value, Unvested beginning balance | $ 6.15 | ||
Weighted-average grant date fair value, Granted | 1.26 | $ 4.59 | $ 6.54 |
Weighted-average grant date fair value, Vested | 6.39 | ||
Weighted-average grant date fair value, Cancelled | 4.14 | ||
Weighted-average grant date fair value, Unvested ending balance | $ 1.99 | $ 6.15 |
Stock-Based Compensation - Su_6
Stock-Based Compensation - Summary of Grant Date Fair Value of Restricted Stock Unit Awards Vested (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Grant-date fair value | $ 1,940 | $ 1,489 | $ 3,122 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Weighted Average Grant Date Fair Value of Restricted Stock Units Issued (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted-average grant date fair value, Granted | $ 1.26 | $ 4.59 | $ 6.54 |
Stock-Based Compensation - Su_7
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses Related to Restricted Stock Units (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expenses | $ 3,998 | $ 2,090 | $ 4,971 |
Restricted Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expenses | $ 1,318 | $ 224 | $ 1,155 |
Stock-Based Compensation - Su_8
Stock-Based Compensation - Summary of Stock-Based Compensation Granted as Deemed Dividends (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Nonemployee Restricted Stock Units [Member] | Cellectis [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Deemed dividends from grants to Cellectis employee | $ 90 | $ (289) | $ 1,168 |
Stock-Based Compensation - Perf
Stock-Based Compensation - Performance Stock Units - Additional Information (Detail) $ in Millions | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2021 Day shares | Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock, shares granted | 2,718,149 | ||
2017 Omnibus Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock, shares granted | 3,112,568 | ||
Performance Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Unrecognized stock-based compensation expense related to performance stock units | $ | $ 0.9 | ||
Unrecognized stock-based compensation expense, expected recognition weighted-average period | 19 months | ||
Performance Stock Units [Member] | 2021 Grant | Inducement Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Consecutive trading day | Day | 30 | ||
Performance Stock Units [Member] | 2021 Grant | Mr Carr [Member] | Inducement Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock, shares granted | 600,000 | ||
Performance Stock Units [Member] | 2019 Grant | Mr. Blome [Member] | 2017 Omnibus Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Benefit from forfeiture of stock | 166,667 | ||
Performance Stock Units [Member] | 2022 Grant | Mr Carr [Member] | 2017 Omnibus Plan [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Performance stock, shares granted | 530,000 |
Stock-Based Compensation - Su_9
Stock-Based Compensation - Summary of Fair Values of Performance Stock Units Granted and Assumptions used in Monte Carlo Simulation Pricing Model (Detail) - Performance Stock Units [Member] - 2021 Grant | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected term (in years) | 3 years |
Expected volatility | 90% |
Risk-free interest rate | 0.40% |
At Least Twelve Per Share [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated fair values of performance stock units granted | $ 2.16 |
At Least Fifteen Per Share Member | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated fair values of performance stock units granted | 1.89 |
At Least Twenty Per Share Member | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated fair values of performance stock units granted | $ 1.55 |
Stock-Based Compensation - S_10
Stock-Based Compensation - Summary of Stock-Based Compensation Expenses Related to Performance Stock Units (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expenses | $ 3,998 | $ 2,090 | $ 4,971 |
Performance Stock Units [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock-based compensation expenses | $ 649 | $ 16 | $ 445 |
Income Taxes - Summary of Recon
Income Taxes - Summary of Reconciliation of Statutory Income Tax Rate (Detail) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Effective Income Tax Rate Reconciliation, Amount [Abstract] | |||
United States statutory rate | 21% | 21% | 21% |
State tax, net of federal benefit | 1% | 1% | 4.20% |
Stock-based compensation | (1.70%) | (0.70%) | (0.50%) |
Officer compensation | (1.40%) | 1.50% | (1.00%) |
Deferred rate change | 0% | 0% | 0% |
R&D credit | 2.20% | 1.40% | 0.80% |
PPP Loan | 0% | 1.10% | 0% |
Unrealized (gain) loss on mark-to-market of common stock warrants | 6.40% | 0% | 0% |
Other | 0% | 0.10% | (0.10%) |
Change in valuation allowance | (27.50%) | (25.40%) | (24.40%) |
Effective income tax rate | 0% | 0% | 0% |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Tax Assets And Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Components of Deferred Tax Assets and Liabilities [Abstract] | |||
Net operating losses | $ 40,914 | $ 38,671 | $ 33,392 |
Stock-based compensation | 2,950 | 2,724 | 2,531 |
Financing lease obligations | 0 | 3,820 | 4,574 |
Operating lease ROU liabilities | 2,921 | 0 | |
Tax credit carry forwards | 3,685 | 3,210 | 2,577 |
Capitalized R&D | 2,183 | 0 | |
Compensation | 14 | 514 | 339 |
Derivative liability | 0 | 0 | 703 |
Other | 124 | 143 | 391 |
Gross deferred tax assets | 52,791 | 49,082 | 44,507 |
Less valuation allowance | (49,843) | (45,369) | (39,898) |
Net deferred tax assets | 2,948 | 3,713 | 4,609 |
Fixed assets | (89) | (3,667) | (4,609) |
Other | 0 | 46 | 0 |
Operating lease ROU assets | (2,859) | 0 | |
Gross deferred tax liabilities | (2,948) | (3,713) | (4,609) |
Net deferred tax asset or liability | $ 0 | $ 0 | $ 0 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards | $ 239,200 |
Income tax operating loss carryforwards not expired | 142,000 |
Income tax operating loss carryforwards, expire between 2032 and 2037 | 41,900 |
Liability for uncertain tax positions | $ 0 |
Earliest Tax Year [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers expiration year | 2032 |
Latest Tax Year [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers expiration year | 2042 |
State and Local Jurisdiction [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards | $ 55,200 |
State and Local Jurisdiction [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers | $ 1,300 |
State and Local Jurisdiction [Member] | Earliest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2027 |
State and Local Jurisdiction [Member] | Latest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2041 |
Federal [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards | $ 184,000 |
Federal [Member] | R&D Credit Carryovers [Member] | |
Income Taxes [Line Items] | |
Tax credit carryovers | $ 2,600 |
Federal [Member] | Earliest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2032 |
Federal [Member] | Latest Tax Year [Member] | |
Income Taxes [Line Items] | |
Income tax operating loss carryforwards, expiration year | 2037 |
Leases, Commitments, and Contin
Leases, Commitments, and Contingencies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2022 USD ($) ft² | Dec. 31, 2022 USD ($) ft² | Dec. 31, 2017 USD ($) | Jan. 01, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Other Commitments [Line Items] | |||||
Lease term | 20 years | 20 years | |||
Number of lease extension options | 4 | 4 | |||
Extension term of lease agreement | 5 years | 5 years | |||
Proceeds from sale of land and uncompleted facility | $ 7,000 | ||||
Percentage of annual base rent | 8% | ||||
Increase in percentage of annual base rent on the sixth, eleventh and sixteenth anniversaries | 7.50% | 7.50% | |||
Annual base rent | $ 1,400 | ||||
Operating lease obligations | $ 13,447 | 13,447 | $ 0 | ||
Operating Lease, Right-of-Use Asset | 13,615 | 13,615 | $ 0 | ||
Litigation Settlement, Amount Awarded from Other Party | 750 | ||||
Accounting Standards Update 2016-02 [Member] | |||||
Other Commitments [Line Items] | |||||
Stockholders Equity Cumulative Effect Of Adoption Of Lease Accounting Standard | 800 | ||||
Operating lease obligations | $ 14,100 | ||||
Operating Lease, Right-of-Use Asset | $ 14,100 | ||||
Roseville, MN Lease [Member] | |||||
Other Commitments [Line Items] | |||||
Operating Lease, Right-of-Use Asset | $ 13,600 | $ 13,600 | |||
Lessee, Operating Lease, Remaining Lease Term | 15 years 3 months 18 days | 15 years 3 months 18 days | |||
Maximum [Member] | Roseville, MN Lease [Member] | |||||
Other Commitments [Line Items] | |||||
Lessee, Operating Lease, Remaining Lease Term | 5 years | 5 years | |||
Cellectis [Member] | Maximum [Member] | |||||
Other Commitments [Line Items] | |||||
Threshold percentage of ownership in outstanding common stock to enact indemnification agreement | 50% | ||||
Corporate Headquarters [Member] | |||||
Other Commitments [Line Items] | |||||
Office and lab building area | ft² | 44,000 | 44,000 | |||
Option to extend, description | The lease has a term of twenty years and includes four options to each extend the lease for five years subject to there being no default under the lease terms beyond any cure period and the Company occupying the property at the time of extension. | ||||
Equipment [Member] | |||||
Other Commitments [Line Items] | |||||
Restricted cash | $ 100 | $ 100 |
Leases, Commitments, and Cont_2
Leases, Commitments, and Contingencies - Schedule Of Impact Of Adoption Of The Standard On Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Assets | |||
Land, buildings, and equipment | $ 4,516 | $ 21,731 | |
Operating lease right-of-use assets | 13,615 | 0 | |
Liabilities and stockholders' equity | |||
Current portion of financing lease obligations | 97 | 370 | |
Other current liabilities | 479 | 191 | |
Financing lease obligations | 0 | 17,506 | |
Operating lease obligations | 13,447 | 0 | |
Accumulated deficit | $ (212,151) | (196,092) | |
Accounting Standards Update 2016-02 [Member] | |||
Assets | |||
Operating lease right-of-use assets | $ 14,100 | ||
Liabilities and stockholders' equity | |||
Operating lease obligations | $ 14,100 | ||
Accounting Standards Update 2016-02 [Member] | Cumulative Effect, Period of Adoption, Adjusted Balance [Member] | |||
Assets | |||
Land, buildings, and equipment | 5,188 | ||
Operating lease right-of-use assets | 14,090 | ||
Total assets | 19,278 | ||
Liabilities and stockholders' equity | |||
Current portion of financing lease obligations | 366 | ||
Other current liabilities | 467 | ||
Financing lease obligations | 135 | ||
Operating lease obligations | 13,814 | ||
Accumulated deficit | (195,260) | ||
Total liabilities and stockholders' equity | (180,478) | ||
Accounting Standards Update 2016-02 [Member] | Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | |||
Assets | |||
Land, buildings, and equipment | (16,543) | ||
Operating lease right-of-use assets | 14,090 | ||
Total assets | (2,453) | ||
Liabilities and stockholders' equity | |||
Current portion of financing lease obligations | (4) | ||
Other current liabilities | 276 | ||
Financing lease obligations | (17,371) | ||
Operating lease obligations | 13,814 | ||
Accumulated deficit | 832 | ||
Total liabilities and stockholders' equity | (2,453) | ||
Accounting Standards Update 2016-02 [Member] | Previously Reported [Member] | |||
Assets | |||
Land, buildings, and equipment | 21,731 | ||
Operating lease right-of-use assets | 0 | ||
Total assets | 21,731 | ||
Liabilities and stockholders' equity | |||
Current portion of financing lease obligations | 370 | ||
Other current liabilities | 191 | ||
Financing lease obligations | 17,506 | ||
Operating lease obligations | 0 | ||
Accumulated deficit | (196,092) | ||
Total liabilities and stockholders' equity | $ (178,025) |
Leases, Commitments, and Cont_3
Leases, Commitments, and Contingencies - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Lease, Cost [Abstract] | |||
Finance lease cost | $ 75 | $ 1,431 | $ 1,435 |
Operating lease, cost | 1,548 | 46 | 83 |
Variable lease, cost | 942 | ||
Total | $ 2,565 | $ 1,477 | $ 1,518 |
Leases, Commitments, and Cont_4
Leases, Commitments, and Contingencies - Summary of Other Information Related to Leases (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Cash Paid for Amounts Included in the Measurement of Lease Liabilities [Abstract] | |
Operating cash flows, Operating | $ 276 |
Operating cash flows, Financing | 0 |
Financing cash flows, Operating | 0 |
Financing cash flows, Financing | $ 376 |
Operating Lease, Weighted average remaining lease term (years) | 15 years 3 months 18 days |
Finance Lease, Weighted average remaining lease term (years) | 4 months 24 days |
Operating Lease, Weighted average discount rate | 7.90% |
Finance Lease, Weighted average discount rate | 8.10% |
Leases, Commitments, and Cont_5
Leases, Commitments, and Contingencies - Summary of Future Minimum Rental Payments (Detail) $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule Of Future Minimum Rental Payments [Abstract] | |
Operating, 2023 | $ 1,446 |
Operating, 2024 | 1,480 |
Operating, 2025 | 1,479 |
Operating, 2026 | 1,479 |
Operating, 2027 | 1,479 |
Operating, Thereafter | 16,991 |
Total including interest, Operating | 24,354 |
Operating, Less: imputed interest | (10,540) |
Total | 13,814 |
Financing, 2023 | 100 |
Financing, 2024 | 0 |
Financing, 2025 | 0 |
Financing, 2026 | 0 |
Financing, 2027 | 0 |
Financing, Thereafter | 0 |
Total including interest, Financing | 100 |
Financing, Less: imputed interest | (3) |
Total | 97 |
2023 | 1,546 |
2027 | 1,479 |
2024 | 1,480 |
2025 | 1,479 |
2026 | 1,479 |
Thereafter | 16,991 |
Total including interest, Financing | 24,454 |
Less: imputed interest | (10,543) |
Total | $ 13,911 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 | |
Compensation Related Costs [Abstract] | |
Defined contribution plan description | The Company provides a 401(k) defined contribution plan for all regular full-time employees who have completed two months of service. |
Employee Benefit Plan - Summary
Employee Benefit Plan - Summary of Defined Contribution Plan (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |||
Employee benefit plan expenses | $ 259 | $ 274 | $ 309 |
Supplemental Information - Summ
Supplemental Information - Summary of Certain Balance Sheet Amounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | $ 10,393 | $ 29,459 |
Less accumulated depreciation and amortization | (5,877) | (7,728) |
Total | 4,516 | 21,731 |
Cash and cash equivalents | 3,427 | 13,823 |
Restricted cash | 99 | 499 |
Non-current restricted cash | 0 | 99 |
Total | 3,526 | 14,421 |
Common Warrants Financing Cost | 396 | 0 |
Prepaid expenses and other current assets | 210 | 859 |
Total | 606 | 859 |
Operating lease obligations – current | $ 367 | $ 0 |
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Liabilities, Current | Liabilities, Current |
Other current liabilities | $ 112 | $ 191 |
Total | 479 | 191 |
Land Under Capital Lease [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 0 | 5,690 |
Buildings [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 900 | 804 |
Buildings Under Capital Lease [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 0 | 3,812 |
Leasehold Improvements [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 364 | 215 |
Leasehold Improvements Under Capital Lease [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 0 | 10,023 |
Office Furniture and Equipment [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 7,803 | 5,409 |
Office Furniture and Equipment Under Capital Lease [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 414 | 1,788 |
Computer Equipment and Software [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 912 | 831 |
Construction in Progress [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | 0 | 849 |
Vehicles [Member] | ||
Condensed Balance Sheet Statements Captions [Line Items] | ||
Total land, buildings, and equipment | $ 0 | $ 38 |
Supplemental Information - Su_2
Supplemental Information - Summary of Certain Statements of Operations Amounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Income Statements, Captions [Line Items] | |||
Stock-based compensation expenses | $ 3,998 | $ 2,090 | $ 4,971 |
Interest expense | (75) | (1,431) | (1,435) |
Interest income | 60 | 17 | 557 |
Common stock warrants - financing costs amortization | (72) | 0 | 0 |
Total | (87) | (1,414) | (878) |
Revenue | 157 | 25,987 | 23,851 |
Soybean Grain [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenue | 0 | 25,930 | 12,976 |
Soybean Meal [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenue | 0 | 0 | 8,628 |
Soybean Oil [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenue | 0 | 0 | 2,220 |
Other [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Revenue | 157 | 57 | 27 |
Research and Development [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Stock-based compensation expenses | 946 | 1,465 | 1,132 |
Selling, General, and Administrative [Member] | |||
Condensed Income Statements, Captions [Line Items] | |||
Stock-based compensation expenses | $ 3,052 | $ 625 | $ 3,839 |
Supplemental Information - Su_3
Supplemental Information - Summary of Statements of Certain Statements of Cash Flows Amounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Condensed Financial Information Disclosure [Abstract] | |||
Non-cash additions to land, buildings, and equipment | $ (691) | $ 691 | $ 0 |
Receivable from Jefferies for shares issued under ATM Facility | (260) | 260 | 0 |
Interest paid | 69 | 1,425 | 1,455 |
Establishment of right-to-use assets and associated operating lease liabilities | 14,090 | 0 | 0 |
Cumulative effect of adoption of lease accounting standard on stockholders' equity | $ 832 | $ 0 | $ 0 |
Segment Information - Additiona
Segment Information - Additional Information (Detail) | 12 Months Ended |
Dec. 31, 2022 SEGMENT | |
Segment Reporting [Abstract] | |
Number of reportable segments | 1 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Apr. 19, 2020 | |
Debt Instrument [Line Items] | |||||
Gain on extinguishment of loan | $ 0 | $ 1,528 | $ 0 | ||
Paycheck Protection Program Loan CARES Act [Member] | |||||
Debt Instrument [Line Items] | |||||
Loan, face amount | $ 1,500 | ||||
Forgiveness eligibility description | In order to be eligible for forgiveness, the proceeds of the PPP loan were required to be applied to certain eligible expenses, including payroll costs, interest on certain mortgage obligations, rent payments on certain leases, and certain qualified utility payments, with not more than 40 percent of the amount applied to non-payroll costs. | ||||
Description of loan forgiveness status | The Company applied the proceeds from the PPP loan toward qualifying expenses. On October 21, 2020, as modified December 29, 2020, the Company applied for forgiveness of the full principal amount and all accrued interest. On April 8, 2021, the Company was notified by the SBA that the full principal amount and all accrued interest of the PPP loan had been forgiven. Accordingly, the Company recognized a gain upon the extinguishment of the PPP loan for $1.5 million during the second quarter of 2021. | ||||
Gain on extinguishment of loan | $ 1,500 |
Restructuring Costs - Additiona
Restructuring Costs - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Restructuring Costs [Abstract] | |||
Stock-based compensation | $ 3,998 | $ 2,090 | $ 4,971 |
Soybean Products [Member] | |||
Restructuring Costs [Abstract] | |||
Severance and other charges | $ 400 | $ 700 | |
Stock-based compensation | $ 900 |
Share Based Compensation- Summa
Share Based Compensation- Summary Of Share Based Compensation Performance Shares Award Outstanding Activity (Detail) - Performance Shares [Member] | 12 Months Ended |
Dec. 31, 2022 shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding as of December 31, 2021: | 745,000 |
Issued | 530,000 |
Forfeited/canceled | (145,000) |
Awarded | 0 |
Outstanding as of December 31 , 2022: | 1,130,000 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 15, 2023 | Mar. 01, 2023 | Jan. 13, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | |
Subsequent Event [Line Items] | |||||
Litigation settlement, amount awarded from other party | $ 750 | ||||
Subsequent Event [Member] | |||||
Subsequent Event [Line Items] | |||||
Litigation settlement, amount awarded from other party | $ 750 | ||||
Subsequent Event [Member] | Phantom Share Units (PSUs) [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, award vesting rights, percentage | 100% | ||||
Subsequent Event [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Subsequent Event [Line Items] | |||||
Share-based compensation arrangement by share-based payment award, number of shares authorized | 3,487,503 | ||||
Subsequent Event [Member] | Cibus Global, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Unrestricted cash | $ 1,500,000 | $ 1,500,000 | |||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Cibus Global, LLC [Member] | |||||
Subsequent Event [Line Items] | |||||
Line of credit facility, maximum borrowing capacity | 3,000,000 | 3,000,000 | |||
Line of credit facility, increase (decrease), net | 4,000,000 | $ 4,000,000 | |||
Proceeds from Lines of Credit | $ 500,000 |