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Verdeca-BIOX Transactions | 12 Months Ended
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Dec. 31, 2022
Equity Method Investments and Joint Ventures [Abstract] |
Verdeca-BIOX Transactions | Note 10. Verdeca-BIOX Transactions In February 2012, the Company formed Verdeca, which was equally owned with Bioceres. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies. On November 12, 2020, the Company entered into a Master Transaction Agreement with BIOX pursuant to which (i) the Company sold all of its memberships interests it owned in Verdeca to BIOX, and (ii) the Company and BIOX entered into a license agreement for certain intellectual property rights, including rights to the Company’s Haab 4 ("HB4") soybean trait and its GoodWheat portfolio of specialty wheat products in South and Central America. Prior to the transaction, Verdeca was equally owned by the Company and a wholly-owned subsidiary of BIOX. In consideration for the sale of the membership interests in Verdeca and entering into the license agreement, on November 12, 2020, BIOX paid the Company $5,000,000 in cash and issued the Company 1,875,000 shares of BIOX common stock. BIOX also paid the Company an additional $1,000,000 for transaction expenses and fees and is obligated to pay $2,000,000 in four equal quarterly payments with the first payment commencing within thirty days of either BIOX reaching commercial plantings of at least 200,000 hectares of HB4 soybeans or China approving the HB4 soybean trait for “food and feed”. In addition to the above payments, BIOX is also obligated to pay the Company quarterly royalty payments equal to six percent (6%) of the net revenues BIOX or its affiliates receive from HB4 soybean sales and twenty five percent (25%) of the net revenues BIOX or its affiliates receive from sales of licensed wheat products; provided that total royalty payments for HB4 soybeans shall not exceed $10,000,000. The total amount of fixed consideration agreed upon as of the date of the transaction was $16,968,750. The fixed consideration was allocated based on estimates of the stand-alone selling prices. A fixed consideration in the amount of $10,288,000, including $6,650,000 of corporate securities received, was allocated to the sale of the membership interest in Verdeca and resulted in a gain of $8,814,000 in 2020. Inventory with a carrying value of $1,474,000 was derecognized in connection with the sale of the membership interest in Verdeca. A fixed consideration in the amount of $6,680,000, including $4,318,000 of corporate securities received, has been allocated to the sale of intellectual property rights and was recorded as license revenues in 2020. Any future proceeds from the agreement will be allocated in the same proportion. All of the shares of BIOX were sold in June 2021 and generated a one-time impact on liquidity in the amount of $22.2 million of gross proceeds. See Note 6. During the second quarter of 2022, Bioceres received China's approval of the HB4 soybean trait and as a result, Arcadia recorded license revenue of $862,000 and a gain on sale of Verdeca of $1.1 million on the consolidated statements of operations and comprehensive loss. As of December 31, 2022, the Company received payment of $1.0 million with the remaining $1.0 million in accounts receivable and other receivables, which the Company anticipates to receive over the next three months pursuant to the agreement.

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