See accompanying notes to the unaudited condensed consolidated financial statements.
See accompanying notes to the unaudited condensed consolidated financial statements.
See accompanying notes to the unaudited condensed consolidated financial statements.
See accompanying notes to the unaudited condensed consolidated financial statements.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business and Basis of Presentation
Organization
Arcadia Biosciences, Inc. (the “Company”) was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with additional facilities in Phoenix, Arizona, and American Falls, Idaho. The Company was reincorporated in Delaware in March 2015.
We are a consumer-driven, agricultural food ingredient company. We aim to create value across the agricultural production and supply chain beginning with enhanced crop productivity for farmers and ultimately delivering accelerated innovation in nutritional quality consumer foods. We use state of the art gene-editing technology and advanced breeding techniques to naturally enhance the nutritional quality of grains and oilseeds to address the rapidly evolving trends in consumer health and nutrition. In addition, we have developed high value crop productivity traits designed to enhance farm economics.
In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 6), which is jointly owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative. Verdeca
,
which is consolidated by the Company, was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies.
Common Stock Authorized
In June 2017, the shareholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to reduce the number of authorized common stock from four hundred million to one hundred and fifty million shares.
Reverse Stock Split
In January 2018, the Company’s board of directors and its shareholders approved a reverse split of 1:20 on the Company’s issued and outstanding common stock which became effective on January 23, 2018. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the condensed consolidated financial statement have been retroactively adjusted to reflect the reverse stock split for all periods presented. The reverse stock split did not change the total number of authorized shares of common stock which remained at one hundred and fifty million shares.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and Verdeca in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities (“VIEs”). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE. For all periods presented, the Company has determined that it is the primary beneficiary of Verdeca, which is a VIE. The Company evaluates its relationships with the VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the primary beneficiary determination. Interim results are not necessarily indicative of results for any other interim period or for the full fiscal year. The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the consolidated financial statements and notes thereto for the fiscal year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 20, 2018.
5
Liquidity and Capital Resources
As of September 30, 2018, the Company had an accumulated deficit of $177.7 million, cash and cash equivalents of $6.7 million and short-term investments of $17.9 million. Since the Company’s inception, substantially all of the Company’s efforts have been devoted to research and development activities, including the discovery, advancement, and testing of the Company’s traits and products incorporating the Company’s traits. To date, we have not generated revenues from sales of commercial products, other than limited revenues from the Company’s SONOVA products.
In March 2018, the Company executed securities purchase agreements with institutional investors in connection with a private placement of common stock and warrants in the amount of $10.0 million, exclusive of any related transaction fees, which funding improved the Company’s liquidity position. In June 2018, the Company executed agreements with institutional investors for the purchase of common stock and warrants in the amount of $14.0 million, exclusive of related transaction fees, further improving the Company’s liquidity position.
With cash and cash equivalents of $6.7 million and short-term investments of $17.9 million as of September 30, 2018, the Company believes that it currently has sufficient cash to fund its operations beyond the look forward period of 12 months from the issuance of these condensed consolidated financial statements.
The Company may seek to raise additional funds through debt or equity financings, if necessary. The Company may also consider entering into additional partner arrangements or pursuing additional government grants. The sale of additional equity would result in dilution to the Company’s stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that would restrict operations. If the company does require additional funds and are not able to secure adequate additional funding, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs. Any of these actions could materially harm the business, results of operations and financial condition.
2. Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09,
Revenue from Contracts with Customers,
which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaces most existing revenue recognition guidance in U.S. GAAP. In August 2015, the FASB issued ASU No. 2015-14,
Revenue from Contracts with Customers (Topic 606)
: Deferral of Effective Date, which defers the effective date of ASU No. 2014-09 by one year allowing early adoption as of the original effective date January 1, 2017. The deferral results in the new revenue standard being effective for the Company as of January 1, 2018. See Note 5.
In January 2016, the FASB issued ASU No. 2016-01,
Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities
. The amendments in this update impacts classification, additional fair value measurement, impairment assessment of equity investments and current required disclosures. This standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years, with early adoption permitted if the entity meets certain early application guidance. The Company adopted ASU No. 2016-01 with no material impact to the condensed consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02,
Leases (Topic 842)
. Based on the new standard, lessees would recognize lease assets and lease liabilities for those leases classified as operating leases under previous GAAP and disclose qualitative and quantitative information about leasing arrangements with terms longer than 12 months. The new standard allows a modified-retrospective approach to adoption and is effective for interim and annual periods beginning on January 1, 2019. The adoption will require recording right-of-use assets and corresponding lease obligation liabilities for the current operating leases. Additionally, in July 2018, the FASB issued ASU No. 2018-10,
Codification Improvements to Topic 842, Leases
and ASU No. 2018-11,
Leases (Topic 824) – Targeted Improvements
, both of which are also being evaluated. The Company expects that the adoption of ASU No. 2016-02 will not have a material impact on our Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company continues to evaluate the impact of the adoption of ASU No. 2016-02, ASU No. 2018-10, and ASU No. 2018-11 on its condensed consolidated financial statements and expects adoption to take place on January 1, 2019.
In June 2016, the FASB issued ASU No. 2016-13,
Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2016-13 on its condensed consolidated financial statements.
6
In August 2016, the FASB issued ASU No. 2016-15,
Statement of Cash Flows (Topic 230): Classification of Certain Cash Rec
eipts and Cash Payments
. The amendments address cash flow issues such as debt prepayment or debt extinguishment costs and zero-coupon debt instruments. The amendments in this update are effective for fiscal years beginning after December 15, 2018, and inte
rim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The amendments are to be applied using a retrospective transition method to each period presented. If it is impractical
to retrospectively apply, it can be applied prospectively as of the earliest date practicable. The Company adopted ASU No. 2016-15 in the current year with no material impact to the condensed consolidated financial statements.
In May 2017, the FASB issued ASU No. 2017-09,
Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting.
The amendments affect any entity that changes the terms or conditions of a share-based payment award. The amendments in this update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. The Company adopted ASU No. 2017-09 with no material impact to the condensed consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-03,
Technical Corrections and Improvements to Financial Instruments — Overall (Subtopic 825-10)
: Recognition and Measurement of Financial Assets and Financial Liabilities, which retained the current framework for accounting for financial instruments in generally accepted accounting principles (GAAP) but made targeted improvements to address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The amendments in this ASU are effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years beginning after June 15, 2018.
The Company is currently evaluating the impact of the adoption of ASU No. 2018-03 on its condensed consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13
Fair Value Measurement (Topic 820) – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement
. The amendments affect any entity required to make disclosures about recurring or nonrecurring fair value measurements. The amendments are effective for all entities for fiscal years beginning after December 15, 2019.
The Company is currently evaluating the impact of the adoption of ASU No. 2018-13 on its condensed consolidated financial statements.
3. SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil Inventory
Raw materials costs consist primarily of seed production costs incurred by the Company’s contracted cooperators. Finished goods inventories consist of GLA oil that is available for sale. The Company recorded a $46,000 write-down of inventory for the three months ended September 30, 2018 and $223,000 for the nine months ended September 30, 2018. The Company did not record an inventory write-down for the three and nine months ended September 30, 2017. Inventories consist of the following (in thousands):
|
|
September 30, 2018
|
|
|
December 31, 2017
|
|
Raw materials
|
|
$
|
45
|
|
|
$
|
45
|
|
Finished goods
|
|
|
1,051
|
|
|
|
1,352
|
|
Inventories
|
|
$
|
1,096
|
|
|
$
|
1,397
|
|
4. Investments and Fair Value of Financial Instruments
Available-for-Sale Investments
The Company classified short-term investments as “available-for-sale.” These short-term investments are free of trading restrictions. The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized gains and losses, net of taxes, are included in accumulated other comprehensive loss, which is reflected as a separate component of stockholder’s equity in the Consolidated Balance Sheets. Gains and losses are recognized when realized in the Consolidated Statements of Operations and Comprehensive Loss.
7
The following tables summarize the amortized cost and fair value of the available-for-sale investment securities portfolio at September 30, 2018 and December 31, 2017, and the corresponding amounts
of unrealized gains and losses recognized in accumulated other comprehensive income
:
(Dollars in thousands)
|
|
Amortized Cost
|
|
|
Unrealized Gains
|
|
|
Unrealized Losses
|
|
|
Estimated Fair Value
|
|
September 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
|
6,325
|
|
|
|
—
|
|
|
|
—
|
|
|
|
6,325
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Bills
|
|
|
11,163
|
|
|
|
—
|
|
|
|
(2
|
)
|
|
|
11,161
|
|
U.S. government securities
|
|
|
2,797
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,797
|
|
Commercial paper
|
|
|
3,973
|
|
|
|
—
|
|
|
|
—
|
|
|
|
3,973
|
|
Total Assets at Fair Value
|
|
$
|
24,258
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
24,256
|
|
(Dollars in thousands)
|
|
Amortized Cost
|
|
|
Unrealized Gains
|
|
|
Unrealized Losses
|
|
|
Estimated Fair Value
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
8,943
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,943
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
|
1,399
|
|
|
|
—
|
|
|
|
—
|
|
|
|
1,399
|
|
U.S. government securities
|
|
|
2,500
|
|
|
|
—
|
|
|
|
(1
|
)
|
|
|
2,499
|
|
Total Assets at Fair Value
|
|
$
|
12,842
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
12,841
|
|
The Company did not have any investment categories that were in a continuous unrealized loss position for more than three months as of September 30, 2018. The unrealized gains and losses amounts above are included in accumulated other comprehensive income or loss.
As of September 30, 2018, for fixed income securities that were in unrealized loss positions, the Company has determined that (i) it does not have the intent to sell any of these investments, and (ii) it is not more likely than not that it will be required to sell any of these investments before recovery of the entire amortized cost basis. The Company anticipates that it will recover the entire amortized cost basis of such fixed income securities and has determined that no other-than-temporary impairments associated with credit losses were required to be recognized during the three and nine months ended September 30, 2018.
Fair Value Measurement
Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair value in the condensed consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the condensed consolidated financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows:
|
•
|
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the measurement date.
|
|
•
|
Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
|
|
•
|
Level 3 inputs are unobservable inputs for the asset or liability.
|
The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable, approximated their fair values due to the short period of time to maturity or repayment.
8
The following table sets forth the fair value of the Company’s financial assets and liabilities as of September 30, 2018 and December 31,
2017:
|
|
Fair Value Measurements at September 30, 2018
|
|
(Dollars in thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
6,325
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,325
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasury Bills
|
|
|
11,161
|
|
|
|
—
|
|
|
|
—
|
|
|
|
11,161
|
|
U.S. government securities
|
|
|
2,797
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,797
|
|
Commercial paper
|
|
|
—
|
|
|
|
3,973
|
|
|
|
—
|
|
|
|
3,973
|
|
Total Assets at Fair Value
|
|
$
|
20,283
|
|
|
$
|
3,973
|
|
|
$
|
—
|
|
|
$
|
24,256
|
|
Liabilities at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock warrant liabilities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,658
|
|
|
$
|
8,658
|
|
Total Liabilities at Fair Value
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,658
|
|
|
$
|
8,658
|
|
|
|
Fair Value Measurements at December 31, 2017
|
|
(Dollars in thousands)
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
Assets at Fair Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash equivalents:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Money market funds
|
|
$
|
8,943
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,943
|
|
Short-term investments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial paper
|
|
|
—
|
|
|
|
1,399
|
|
|
|
—
|
|
|
|
1,399
|
|
U.S. government securities
|
|
|
2,499
|
|
|
|
—
|
|
|
|
—
|
|
|
|
2,499
|
|
Total Assets at Fair Value
|
|
$
|
11,442
|
|
|
$
|
1,399
|
|
|
$
|
—
|
|
|
$
|
12,841
|
|
The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2018 or 2017. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, short-term investments and accounts payable and accrued liabilities. For accounts receivable, accounts payable and accrued liabilities, the carrying amounts of these financial instruments as of September 30, 2018 and December 31, 2017 were considered representative of their fair values due to their short term to maturity or repayment. Cash equivalents are carried at cost, which approximates their fair value.
The Company’s Level 3 liabilities, which were measured and recorded on a recurring basis, consist of liabilities related to the Purchase Agreement and the June Offering described in Note 9. The following table sets forth the establishment of these liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands):
|
|
(Level 3)
|
|
(Dollars in thousands)
|
|
Common Stock Warrant Liability - Purchase Agreement
|
|
|
Common Stock Adjustment Feature Liability - Purchase Agreement
|
|
|
Common Stock Warrant Liability - June Offering
|
|
|
Total
|
|
Balance as of December 31, 2017
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Common stock and warrants issued in conjunction with
securities purchase agreements
|
|
|
10,200
|
|
|
|
3,800
|
|
|
|
9,022
|
|
|
|
23,022
|
|
Change in fair value and other adjustments
|
|
|
(6,192
|
)
|
|
|
4,578
|
|
|
|
(4,372
|
)
|
|
|
(5,986
|
)
|
Reclassification of common stock adjustment feature
liability balance to equity
|
|
|
—
|
|
|
|
(8,378
|
)
|
|
|
—
|
|
|
|
(8,378
|
)
|
Balance as of September 30, 2018
|
|
$
|
4,008
|
|
|
$
|
—
|
|
|
$
|
4,650
|
|
|
$
|
8,658
|
|
9
In determining the fair value, the Company uses various valuation approaches within the fair value measurement framework. The valuation methodologies used for the
Company’s instruments measured at fair value and their classification in the valuation hierarchy are summarized below:
|
•
|
Money market funds, treasury bills, and U.S. government securities
– Investments in money market funds, treasury bills, and U.S. government securities are classified within Level 1. At September 30, 2018 and December 31, 2017, these investments were included on the consolidated balance sheets in cash and cash equivalents and short-term investments.
|
|
•
|
Commercial paper –
Investments in commercial paper are classified within Level 2. At September 30, 2018 and December 31, 2017, commercial paper investments were included on the consolidated balance sheets in short-term investments.
|
|
•
|
Purchase Agreement common stock warrant liability –
The Company has outstanding warrants to purchase 1,282,832 shares of common stock that it issued to certain accredited investors and its placement agent on March 22, 2018 (as described in Note 9). The common stock warrants were classified as a liability within Level 3
based on the instrument’s adjustment features and a contingent cash payment feature
. The Company utilized a binomial-lattice pricing model (the Monte Carlo simulation model) that involves a market condition to estimate the fair value of the common stock warrants. The application of the Monte Carlo simulation model requires the use of several assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and the volatility of a peer group, and the risk-free interest rate for the term of the warrant. Although the terms of the common stock warrants became known and fixed following the May 7, 2018 shareholder meeting, the common stock warrants remained a liability given the contingent cash payment feature was still present. The estimated fair value of the common stock warrant liability was subsequently remeasured at September 30, 2018 utilizing a Black Scholes Merton model with the changes recorded on the Company’s condensed consolidated statements of operations and comprehensive loss.
|
|
•
|
Purchase Agreement common stock adjustment feature liability –
The Company issued 1,201,634 shares of common stock to certain accredited investors following the closing of the Private Placement on March 22, 2018 (as described in Note 9). The number of common stock shares issued, along with the number and exercise price of the common stock warrants issued, was subject to price adjustments. This common stock adjustment feature was initially classified as a liability within Level 3
based on the instruments adjustment features
. The Company utilizes a binomial-lattice pricing model (the Monte Carlo simulation model) that involves a market condition to estimate the fair value of this feature. The application of the Monte Carlo simulation model requires the use of several assumptions including the Company’s stock price, expected life of the feature, stock price volatility determined from the Company’s historical stock prices and the volatility of a peer group, and risk-free interest rate for the expected life of the common stock adjustment feature. The estimated fair value of the common stock adjustment feature was subsequently remeasured at March 31, 2018 and at May 7, 2018 with the changes recorded on the Company’s condensed consolidated statements of operations and comprehensive loss. The liability balance at May 7, 2018 was reclassified to equity as the number of common stock shares issuable became known and fixed.
|
|
•
|
June Offering common stock warrant liability –
The Company has outstanding warrants to purchase 1,461,962 shares of common stock that it issued to certain accredited investors on June 14, 2018 (as described in Note 9). The common stock warrants are classified as a liability within Level 3
due to a contingent cash payment feature
. The initial estimated fair value of the common stock warrant liability was subsequently remeasured at September 30, 2018 with the changes recorded on the Company’s condensed consolidated statements of operations and comprehensive loss.
|
5. Adoption of ASC Topic 606, “Revenue from Contracts with Customers”
In May 2014, the FASB issued ASU No. 2014-09 (Topic 606) "Revenue from Contracts with Customers." Topic 606 supersedes the revenue recognition requirements in Topic 605 “Revenue Recognition” (Topic 605) and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.
On January 1, 2018, the Company adopted Topic 606 using the modified retrospective method applied to those contracts which were not completed as of January 1, 2018. Results for reporting periods beginning after January 1, 2018 are presented in accordance with Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historical accounting under Topic 605.
With the adoption of Topic 606, tax recognition will now follow book recognition for up-front license and commercial value sharing fees. Annual license fees and milestone fees may continue to be recognized differently for book and tax to the extent that revenue recognized for book is prior to cash receipts.
10
The Company recorded a net reduction to its accumulated deficit of $2.4 million on January 1, 2018
, with a corresponding reduction to unearned revenue, due to the cumulative impact of adopting Topic 606. The adjustment pertained to up-front license fees which were previously deferred for which the performance obligation was determined to be complete as
of the date of adoption. The impact to revenues with the adoption of Topic 606 for the three and nine months ended September 30, 2018 was a decrease of $82,000 and $246,000, respectively, relating to the above mentioned up-front license fee revenues.
Revenues represent amounts earned from product sales, grants and contract research and license agreements. As it pertains to product sales and grants and contract research, there are no changes from Topic 605 compared to the adoption of Topic 606. There is a change in methodology from Topic 605 to Topic 606 that impacts the recognition of revenues from license agreements. The Company’s license agreements have one performance obligation and various payment terms over a long commercial development timeline ranging from approximately 10 to 20 years. These payment terms may contain, but are not limited to:
|
1.
|
Up-front non-refundable license fees
|
|
4.
|
Commercial value share fees
|
Under Topic 605, up-front license fees were deferred and amortized over the estimated commercial development timeline. Under Topic 606, such fees will be recognized upon execution of the agreement. The deferred balance remaining from the existing portfolio of license agreements that were executed prior to January 1, 2018 were recorded as a reduction to accumulated deficit upon the adoption of ASC 606 on January 1, 2018. Up-front license fees for newly executed agreements will be recognized upon execution.
Under Topic 605, annual license fees were recognized on the annual due date as such fees were not due if a milestone was met or if termination of the agreement occurred. Under Topic 606, a
nnual license fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The
evaluation and analysis of such fees is performed and once an annual license fee is deemed probable to have been earned, it is recognized in full in that period.
Under Topic 605, milestone fees were recognized when the Company and partner licensee mutually agreed the milestone had been achieved. Under Topic 606, milestone fees
are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The Company assesses when achievement of milestones are probable in order to determine the timing of revenue recognition for milestone fees.
Once a milestone is deemed probable to be achieved, it is recognized in full in that period.
There is no change from Topic 605 to Topic 606 pertaining to future commercial value revenue recognition.
Commercial value share fees will be recognized based on subsequent sales by the licensee.
The Company has not recognized any of these fees to date and does not expect to do so for several years.
6. Variable Interest Entity
In February 2012, the Company formed Verdeca LLC (“Verdeca”), which is equally owned with Bioceres, Inc. (“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development cooperative owned by approximately 300 shareholders, including some of South America’s largest soybean growers. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies.
The Company determined that a de facto agency relationship between the Company and Bioceres exists. The Company considers qualitative factors in assessing the primary beneficiary which include understanding the purpose and design of the VIE, associated risks that the VIE creates, activities that could be directed by the Company, and the expected relative impact of those activities on the economic performance of the VIE. Based on an evaluation of these factors, the Company concluded that it is the primary beneficiary of Verdeca.
Both the Company and Bioceres incur expenses in support of specific activities, as agreed upon by joint work plans, which apply fair market value to each partner’s activities. Unequal contributions of services are equalized by the partners through cash payments. Verdeca is not the primary obligor for these activities performed by the Company or Bioceres. Under the terms of the joint development agreement, the Company has incurred direct expenses and allocated overhead in the amounts of $286,000, $
261,000
, for the three months ended September 30, 2018 and 2017, respectively; and $799,000, and $
487,000
for the nine months ended September 30, 2018 and 2017, respectively.
11
7. Collaborative Arrangements
In August 2017, the Company entered into a collaborative arrangement for the research, development and commercialization of an improved wheat quality trait in North America. This collaborative arrangement is a contractual agreement with Dow AgroSciences, LLC (“Dow”) and involves a joint operating activity where both Arcadia and Dow are active participants in the activities of the collaboration. Arcadia and Dow participate in the research and development, and Arcadia has the primary responsibility for the intellectual property strategy while Dow will generally lead the marketing and commercialization efforts. Both parties are exposed to significant risks and rewards of the collaboration and the agreement includes both cost sharing and profit sharing. The activities are performed with no guarantee of either technological or commercial success.
The Company accounts for research and development (“R&D”) costs in accordance ASC 730,
Research and Development
, which states R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results are achieved.
8. Debt
Long-term Debt
There was no long-term debt as of September 30, 2018 and December 31, 2017.
Term Loan
In December 2015, the Company entered into a loan and security agreement (“Term Loan”) with Silicon Valley Bank (the “Bank”) providing for a senior secured term loan facility in the amount of $25.0 million, which proceeds were used to repay all existing debt. In July 2017, the Company repaid the T
erm Loan with Silicon Valley Bank, along with the $625,000 end-of-term fee and $500,000 prepayment fee.
The prepayment and end of term fees of $1.1 million were recorded as a loss on extinguishment of debt, along with $41,000 of deferred loan issuance fees, partially offset by $267,000 of end of term fees previously amortized, netting to a loss of $900,000. As of the payoff date, the Company was in compliance with all covenants.
The Company recognized interest expense of $43,000 and $747,000 for the three and nine months ended September 30, 2017, respectively, of which $0 and $98,000 was related to the debt discount, respectively. There was no interest expense recognized for the three and nine months ended September 30, 2018.
9. Private Placement and Registered Direct Offering
Private Placement
On March 22, 2018, the Company issued 300,752 shares of its common stock (“Common Stock”) and warrants to purchase up to 300,752 shares of Common Stock with an initial exercise price equal to $45.75 (the “Warrants”), in a private placement (the “Private Placement”) in accordance with a securities purchase agreement (the “Purchase Agreement”) entered into with certain institutional and accredited investors (collectively, the “Purchasers”) on March 19, 2018. The Warrants are immediately exercisable, subject to certain ownership limitations, and expire five years after the date of issuance.
The per share purchase price of the Common Stock and per share exercise price for the Warrants were subject to adjustment based on the volume weighted average price for the three trading days (the “VWAP Calculation”) after each of the following: (i) the date that a registration statement covering the resale of the securities being issued in the Private Placement (“Resale Registration Statement”) has been declared effective by the SEC, (ii) if a registration statement covering all securities issued in the Private Placement is not declared effective, then the date that the securities can be sold under Rule 144 under the Securities Act of 1933, as amended, and (iii) if later than the dates set forth in item (i) and (ii), then the date that the Company’s shareholders approve the Private Placement. After each adjustment, the per share purchase price for Common Stock was automatically reduced to 80% of the VWAP Calculation, and the per share exercise price for the Warrant was automatically reduced, to 110% of the VWAP Calculation; provided, that in no event, will the per share purchase price for the Common Stock or the exercise price for the Warrants be less than $8.322. Upon any adjustment of the per share exercise price for the Warrants, then the number of shares exercisable under the Warrants shall be increased so that the aggregate exercise price payable after adjustment is equal to the aggregate exercise price payable prior to such adjustment.
12
The Company filed the Resale Re
gistration Statement with the SEC on March 30, 2018, and it was declared effective on April 23, 2018. As described above and based upon the applicable VWAP Calculations relating to these events, each of these events caused an adjustment to the number of s
hares issued in the Private Placement and underlying the Warrants. Following the effectiveness of the Resale Registration Statement, on April 23, 2018 the number of shares issued pursuant to the Purchase Agreement increased from 300,752 to 798,754, the to
tal number of shares issuable upon exercise of the Warrants increased from 300,752 to 799,300 and the per share exercise price of the Warrants reduced from $45.75 to $17.2143. The Company held a special meeting of its shareholders on May 2, 2018 and obtain
ed shareholder approval for the issuance of Common Stock in the Private Placement. Following shareholder approval of the issuance of shares in the Private Placement, on May 8, 2018 the number of shares issued pursuant to the Purchase Agreement increased fr
om 798,754 to 1,201,636, the total number of shares issuable upon exercise of the Warrants increased from 799,300 to 1,282,832 and the per share exercise price of the Warrants reduced from $17.2143 to $10.7258. These condensed consolidated financial statem
ents reflect these additional issuances.
The aggregate net proceeds received by the Company from the Private Placement was $8.7 million, consisting of gross proceeds of $10.0 million less offering costs of $1.3 million. The Company entered into the Private Placement to secure additional capital to strengthen its cash resources required to launch its new health and nutrition ingredient product commercialization and production scale-up plans, as well as to continue the deregulation and commercialization of its stress tolerant HB4 soybean trait. More specifically, net proceeds will be used for working capital to fund the continued introgression of quality ingredient traits into elite germ plasm, additional seed bulk-up, increased planting acreage, consumer brand development and a number of other pre-commercialization and commercialization activities.
The common stock adjustment feature and common stock warrants were determined to be liabilities based on each instrument’s adjustment features and the contingent cash payment feature of the common stock warrants. The liabilities were accounted for at their respective fair values at inception using a Monte Carlo simulation model with the following assumptions: volatility of 100 percent, stock price of $32.52 and risk-free rate of 2.63%. At inception, the fair values of the common stock adjustment feature and the common stock warrant liabilities were $3.8 million and $10.2 million, respectively. As the combined value of the liabilities exceeded the $10.0 million of proceeds, no value was assigned to the common stock issued and an initial loss of $4.0 million was recognized. The liabilities are marked-to-market and were valued at $15.9 million at March 31, 2018, resulting in an additional loss of $1.9 million in the first quarter of 2018.
In May 2018, following the Private Placement’s final adjustment, the terms of the warrants and the number of common stock shares issuable in the private placement became known and fixed. As a result, the common stock adjustment feature liability was marked-to-market and valued at $8.4 million at May 7, 2018, resulting in an additional loss of $2.4 million recognized in the second quarter of 2018. The Company subsequently reclassified the common stock adjustment feature liability’s balance of $8.4 million to stockholders’ equity. The common stock warrant liability was marked-to-market and valued at $8.0 million at June 30, 2018, resulting in income of $1.9 million recognized in the second quarter of 2018. The common stock warrant liability was marked-to-market and valued at $4.0 million at September 30, 2018, resulting in income of $4.0 million recognized in the third quarter of 2018. The common stock warrant liability remained at September 30, 2018 as the contingent cash payment feature was still in effect.
Registration Rights Agreement
In connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company filed the Resale Registration Statement with the SEC on March 30, 2018 for purposes of registering the resale of the shares of Common Stock issued pursuant to the Purchase Agreement and the shares of Common Stock issuable upon exercise of the Warrants. The SEC declared the registration statement effective on April 23, 2018.
Offering Costs
In connection with the Private Placement, the Company paid to a placement agent an aggregate fee equal to $850,000. The Company also granted warrants to purchase a total of 15,038 shares of common stock (the “Placement Agent Warrants”) that have an exercise price per share equal to $41.5625 and a term of five years. The Placement Agent Warrants were issued for services performed by the placement agent as part of the Private Placement and were treated as offering costs. The value of the Placement Agent Warrants was determined to be $526,000 using the Black-Scholes Model with input assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and the volatility of a peer group, and the risk-free interest rate for the term of the warrants. The Company incurred additional offering costs totaling $458,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the Private Placement. The offering costs, inclusive of the Placement Agent Warrants, totaled $1.8 million, of which $0 and $1.8 million were expensed in the three and nine months ended September 30, 2018, respectively.
13
Registered Direct Offering
On May 11, 2018, the Company filed a shelf Registration Statement on Form S-3 with the SEC which was declared effective on June 8, 2018. This shelf registration process allows the Company to sell any combination of common stock, preferred stock, warrants and units consisting of such securities in one or more offerings from time to time having an aggregate initial offering price of $50 million.
On June 11, 2018, the Company entered into agreements with several institutional and accredited investors (the “June Purchase Agreement”) for the purchase of 1,392,345 shares of its common stock at a purchase price of $9.93 per share for gross proceeds of $13.8 million (the “June Offering”).
The 1,392,345 shares of common stock sold in the June Offering were issued pursuant to a prospectus, dated June 8, 2018, and a prospectus supplement dated June 11, 2018, in connection with a takedown from the Company’s shelf Registration Statement on Form S-3. The June Offering closed on June 14, 2018.
Additionally, in a concurrent private placement (the “June Private Placement”), the Company issued to the investors unregistered warrants to purchase up to 1,392,345 shares of common stock at a purchase price per warrant of $0.125, for gross proceeds of $174,000. The warrants, and the shares of common stock underlying the warrants, have not been registered with the SEC and have an exercise price of $9.94 per share. Subject to certain ownership limitations, the warrants are exercisable upon issuance and expire five and one-half years after the date of issuance.
The aggregate net proceeds received by the Company for the June Offering were $12.8 million, consisting of gross proceeds of $14.0 million less offering costs of $1.2 million. The Company intends to use the net proceeds from this offering for general corporate purposes, including, but not limited to, scale-up of its GoodWheat
TM
Resistant Starch wheat production, early commercialization activities, continued research and development activities and for general and administrative expenses.
The common stock warrants were determined to be a liability as they have a contingent cash payment feature. The common stock warrants were accounted for at their fair value at inception using a Black Scholes Merton model with the following assumptions: volatility of 108 percent, stock price of $8.20 and risk-free rate of $2.83%. At inception, the fair value of the common stock warrants was $9.0 million and the remaining $5.0 million of the $14.0 million of proceeds was allocated to the common stock using the residual method and accounted for as stockholders’ equity. The common stock warrants were marked-to-market and valued at $9.1 million at June 30, 2018, resulting in a loss of $42,000 in the second quarter of 2018. The common stock warrants were marked-to-market and valued at $4.6 million at September 30, 2018, resulting in income of $4.5 million recognized in the third quarter of 2018.
Offering Costs
In connection with the June Offering, the Company paid to a placement agent an aggregate fee equal to $980,000. The Company also granted warrants to purchase a total of 69,617 shares of common stock (“June Placement Agent Warrants”) that have an exercise price per share equal to $12.568 and a term of five years. The Placement Agent Warrants were issued for services performed by the placement agent as part of the June Offering and were treated as offering costs. The value of the June Placement Agent Warrants was determined to be $427,000 using the Black-Scholes Model with input assumptions including the Company’s stock price, expected life of the warrants, stock price volatility determined from the Company’s historical stock prices and the volatility of a peer group, and the risk-free interest rate for the term of the warrants. The Company incurred additional offering costs totaling $197,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the June Offering. The offering costs, inclusive of the June Placement Agent Warrants, totaled $1.6 million and allocated to the common stock warrant liability and the common stock using their relative fair values. A total of $710,000 was allocated to the common stock warrant liability, of which $4,000 and $710,000 were expensed in the three and nine months ended September 30, 2018. The remaining $897,000 was allocated to the common stock and offset to additional paid in capital.
10. Stock-Based Compensation and Warrants
Stock Incentive Plans
The Company has two equity incentive plans: the 2006 Stock Plan (“2006 Plan”) and the 2015 Omnibus Equity Incentive Plan (“2015 Plan”).
In 2006, the Company adopted the 2006 Plan, which provided for the granting of stock options to executives, employees, and other service providers under terms and provisions established by the Board of Directors. The Company granted non-statutory stock options (“NSOs”) under the 2006 Plan until May 2015, when the 2006 Plan was terminated as to future awards. The 2006 Plan continues to govern the terms of options that remain outstanding and were issued under the 2006 Plan. The 2015 Plan became effective in May 2015 and all shares that were reserved, but not issued, under the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which included 10,637 shares under
14
the 2006 Plan that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for gran
t. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. The 2015 Plan provides for the grant of incentive stock options (“ISOs”), NSOs, restricted stock awards, stock units, stock apprecia
tion rights, and other forms of equity compensation, all of which may be granted to employees, officers, non-employee directors, and consultants. The ISOs and NSOs will be granted at a price per share not less than the fair value at the date of grant. Opti
ons granted generally vest over a four-year period, with 25% vesting at the end of one year and the remaining vesting monthly thereafter; however, the options granted in the third quarter of 2018 vest over a two-year period, vesting monthly on a pro-rated
basis. Options granted, once vested, are generally exercisable for up to 10 years after grant.
As of September 30, 2018, a total of 484,539 shares of common stock were reserved for issuance under the 2015 Plan, of which 26,740 shares of common stock are available for future grant. As of September 30, 2018, a total of 67,397 and 457,797 options are outstanding under the 2006 and 2015 Plans, respectively.
A summary of activity under the stock incentive plans is as follows (in thousands, except share data and price per share):
|
|
Shares
Subject to
Outstanding
Options
|
|
|
Weighted-
Average
Exercise
Price Per
Share
|
|
|
Aggregate
Intrinsic
Value
|
|
Outstanding — Balance at December 31, 2017
|
|
|
288,129
|
|
|
$
|
63.62
|
|
|
$
|
—
|
|
Options granted
|
|
|
287,577
|
|
|
|
6.76
|
|
|
|
|
|
Options exercised
|
|
|
(44,354
|
)
|
|
|
21.73
|
|
|
|
|
|
Options cancelled and forfeited
|
|
|
(6,158
|
)
|
|
|
41.54
|
|
|
|
|
|
Outstanding — Balance at September 30, 2018
|
|
|
525,194
|
|
|
$
|
36.34
|
|
|
$
|
63
|
|
Vested and expected to vest — September 30, 2018
|
|
|
510,184
|
|
|
$
|
36.90
|
|
|
$
|
61
|
|
Exercisable —September 30, 2018
|
|
|
149,624
|
|
|
$
|
84.00
|
|
|
$
|
1
|
|
As of September 30, 2018, there was $1.7 million of unrecognized compensation cost related to unvested stock-based compensation grants that will be recognized over the weighted-average remaining recognition period of 2.2 years.
The fair value of stock option awards to executives and employees was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption.
|
|
Three Months Ended September 30,
|
|
|
Nine Months Ended September 30,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
|
|
2018
|
|
|
|
2017
|
|
Expected term (years)
|
|
|
5.52
|
|
|
|
6.00
|
|
|
|
5.97
|
|
|
|
6.12
|
|
Expected volatility
|
|
100%
|
|
|
80%
|
|
|
99%
|
|
|
79%
|
|
Risk-free interest rate
|
|
2.96%
|
|
|
1.94%
|
|
|
2.95%
|
|
|
1.89%
|
|
Employee Stock Purchase Plan
The Company’s 2015 Employee Stock Purchase Plan (“ESPP”) became effective on May 14, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to 15% of their eligible compensation through payroll deductions, subject to any plan limitations. The ESPP provides for six-month offering periods, and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock on the first trading day of the offering period or on the last trading day of the offering period. As of September 30, 2018, the number of shares of common stock reserved for future issuance under the ESPP is 89,489. The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of September 30, 2018, 6,853 shares had been issued under the ESPP. The Company recorded $4,000 and $
6,000
of compensation expense for the three and nine months ended September 30, 2018 and $6,000 and $11,000 for the three and nine months ended September 30, 2017, respectively.
Warrants
As of September 2018, the Company has 2,826,687 common stock warrants outstanding with a weighted average exercise price of $18.78. The expiration of the warrants range from December 2018 to June 2023.
On December 2013, the Company issued warrants to Mahyco International to purchase 3,784 shares of common stock, exercisable as of the issuance date, at an exercise price of $330.40 per share. The warrants expire five years from the issuance date.
15
In connection with the Series D preferred stock financing in the first half of 2014, the Company
issued warrants, exercisable as of the issuance date, to the Series D preferred stock investors to purchase an aggregate of 61,397 shares of common stock at an exercise price of $363.20 per share and to the placement agents to purchase 1,674 shares of com
mon stock at $268.80. The warrants expire five years from the issuance date.
As of September 2018, 1,282,832 common stock warrants are outstanding that were issued in the June Private Placement. The final exercise price for these warrants is $10.7258 as adjusted in accordance with the Purchase Agreement’s adjustment provisions. See Note 9.
As of September 2018, 1,461,962 common stock warrants are outstanding in accordance with the June Offering. Of the total, 1,392,345 shares have a purchase price of $9.94 and the remaining 69,617 common stock warrants have an exercise price of $12.568. See Note 9.
11. Income Taxes
Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items that are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or as the tax environment changes.
The interim financial statement provision for income taxes expense is different from the amounts computed by applying the United States federal statutory income tax rate of 21%. The Company’s effective tax rate (ETR) was 0.1% and -0.2% for the three and nine months ended September 30, 2018 and -0.2% for the three and nine months ended September 30, 2017. The difference between the effective tax rate and the federal statutory rate of 21% was primarily due to the full valuation allowance recorded on the Company’s net deferred tax assets and foreign withholding taxes.
The Company may have experienced an ownership change under IRC Section 382 as a result of the common shares issued in connection with the Purchase Agreement in March 2018 or in the June Offering. Such an ownership change may limit the Company’s ability to utilize its net operating loss carryforwards prior to expiration. Given the full valuation allowance, such a limitation would not impact the deferred tax asset balance as currently recorded.
As of September 30, 2018, there have been no material changes to the Company’s uncertain tax positions.
12. Contingent Liability Related to the Anawah Acquisition
On June 15, 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah”), to purchase the food and agricultural research company through a non-cash stock purchase. Pursuant to the merger with Anawah, and in accordance with the ASC 805 - Business Combinations, the Company incurred a contingent liability not to exceed $5.0 million. This liability represents amounts to be paid to Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs, thus, the contingent liability was reduced to $3.0 million. During the third quarter of 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. As of September 30, 2018, the Company continues to pursue three development programs using this technology and believes that the contingent liability is probable. As a result, $3.0 million remains on the Condensed Consolidated Balance Sheet as an other noncurrent liability.
13. Net Loss per Share
Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding during the period and excludes any dilutive effects of stock-based awards and warrants. Diluted net loss per share attributable to common stockholders is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and warrants. As of September 30, 2018, all potentially dilutive common shares were determined to be anti-dilutive after evaluation.
16
Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows
(in shares
):
|
|
Nine Months Ended September 30,
|
|
|
|
|
2018
|
|
|
|
2017
|
|
Options to purchase common stock
|
|
|
525,194
|
|
|
|
293,288
|
|
Warrants to purchase common stock
|
|
|
2,826,687
|
|
|
|
66,845
|
|
Total
|
|
|
3,351,881
|
|
|
|
360,133
|
|
14. Related-Party Transactions
The Company’s related parties include Moral Compass Corporation (“MCC”) and the John Sperling Revocable Trust (“JSRV”). The rights to the intellectual property previously owned by Blue Horse Labs, Inc. (“BHL”) were assigned to JSRV due to BHL’s dissolution. The JSRV is deemed a related party of the Company because MCC, the Company’s largest stockholder, and JSRV share some common officers and directors.
Transactions with related parties are reflected in the condensed consolidated financial statements under amounts due to related parties.
JSRV receives a single digit royalty from the Company when revenue has been collected on product sales or for license payments from third parties that involve certain intellectual property developed under research funding originally from BHL. Royalty fees due to JSRV, and previously BHL, were $18,000 and $29,000 as of September 30, 2018 and December 31, 2017, respectively, and are included in the Condensed Consolidated Balance Sheets as amounts due to related parties.
15. Subsequent Events
The Company has reviewed and evaluated subsequent events through November 7, 2018, the date the condensed consolidated financial statements were available to be issued.
17