0000950170-23-022199 | 10-Q | XBRL Viewer

Stock-Based Compensation and Employee Stock Purchase Program (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Summary of Activity Under Stock Incentive Plans

The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (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, 2022		60,002		$	114.80	$	—
Options granted		2,700			11.17		—
Options exercised		—			—		—
Options forfeited		(858	)		47.06		39,054.00
Options expired		—			—		—
Outstanding — Balance at March 31, 2023		61,844		$	110.91	$	—
Vested and expected to vest — March 31, 2023		56,615		$	116.59	$	—
Exercisable — March 31, 2023		25,725		$	194.30	$	—

Weighted-Average Fair Value Assumption of Stock Option Awards

The fair value of stock option awards was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumption:


	Three Months Ended March 31,
	2023			2022
Expected term (years)		5.85			6.08
Expected volatility		124	%		120	%
Risk-free interest rate		3.79	%		1.68	%
Dividend yield		—			—

Condensed Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	March 2023 PIPE [Member]	Common Stock [Member]	Common Stock [Member] August 2022 Pre-Funded Warrants [Member]	Common Stock [Member] March 2023 PIPE [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] March 2023 PIPE [Member]	Accumulated Deficit [Member]	Non-Controlling Interest [Member]
Stockholders Equity, Beginning Balance at Dec. 31, 2021	$ 31,196		$ 63			$ 257,515		$ (226,485)	$ 103
Stockholders Equity, Beginning Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021	3,392					19,390		(15,998)
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2021			554,609
Issuance of shares related to employee stock purchase plan	4					4
Issuance of shares related to employee stock purchase plan, Shares			118
Stock-based compensation	260					260
Net loss	(4,610)							(4,488)	(122)
Stockholders Equity, Ending Balance at Mar. 31, 2022	30,242		$ 63			277,169		(246,971)	(19)
Stockholders Equity, Ending Balance, Shares at Mar. 31, 2022			554,727
Stockholders Equity, Beginning Balance at Dec. 31, 2021	31,196		$ 63			257,515		(226,485)	103
Stockholders Equity, Beginning Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021	$ 3,392					19,390		(15,998)
Stockholders Equity, Beginning Balance, Shares at Dec. 31, 2021			554,609
Issuance of shares related to August 2022 Pre-Funded Warrants exercise	0
Net loss	$ (15,600)
Stockholders Equity, Ending Balance at Dec. 31, 2022	$ 20,900		$ 65			278,827		(257,859)	(133)
Stockholders Equity, Ending Balance, Shares at Dec. 31, 2022			616,079
Issuance of shares		$ 4,740					$ 4,740
Issuance of shares, Shares					165,500
Modification of warrants related to March 2023 PIPE		$ 219					$ 219
Issuance of shares related to August 2022 Pre-Funded Warrants exercise	56,813			56,813
Issuance of shares related to employee stock purchase plan	$ 5					5
Issuance of shares related to employee stock purchase plan, Shares			88
Issuance of shares related to reverse stock split	19,092		19,092
Stock-based compensation	$ 212					212
Net loss	(9,384)							(9,384)
Stockholders Equity, Ending Balance at Mar. 31, 2023	$ 16,692		$ 65			$ 284,003		$ (267,243)	$ (133)
Stockholders Equity, Ending Balance, Shares at Mar. 31, 2023			857,572

Leases - Additional Information (Detail) - USD ($)	3 Months Ended
Leases - Additional Information (Detail) - USD ($)	Mar. 31, 2023	Jun. 30, 2022
Lessee Lease Description [Line Items]
Operating lease term, expiration	2024-05
Early termination fees		$ 47,000
Existence of option to extend	true
Lease option to extend, description	Some leases (the Dallas and Davis offices, a warehouse, and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years.
Minimum [Member]
Lessee Lease Description [Line Items]
Option to extend lease, term	1 year
Maximum [Member]
Lessee Lease Description [Line Items]
Option to extend lease, term	6 years

Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

16. Subsequent Events

Management has evaluated subsequent events through May 15, 2023, the date that the financial statements were available to be issued.

Description of Business and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2023
Accounting Policies [Abstract]
Organization	Organization Arcadia Biosciences, Inc. (the "Company," "Arcadia" or "management"), was incorporated in Arizona in 2002 and maintains its headquarters in Dallas, Texas, with additional office space in Davis, California, and additional facilities in American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. The Company is a producer and marketer of innovative, plant-based food and beverage products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients, has laid the foundation for its path forward. The Company used advanced breeding techniques to develop these proprietary innovations which are now being commercialized through the sales of seed and grain, as well as food ingredients and products. The acquisition of the assets of Live Zola, LLC (“Zola”) added coconut water to the Company's portfolio of products. In May 2021, the Company’s wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”) acquired the businesses of Eko, Lief, and Zola. The acquisition included consumer CBD brands like Soul Spring™, a CBD-infused botanical therapy brand in the natural category, Saavy Naturals™, a line of natural body care products and ProVault™, a CBD-infused sports performance formula made with natural ingredients, providing effective support and recovery for athletes. Also included in the purchase is Zola, a coconut water sourced exclusively with sustainably grown coconuts from Thailand. In July 2022, the Company licensed Saavy Naturals™ to Radiance Beauty and Wellness, Inc. ("Radiance Beauty"). In August 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 6) to grow, extract, and sell hemp products. The partnership Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic expertise and resources with Legacy’s experience in hemp extraction and sales. In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market. 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. In November 2020, Arcadia sold its membership interest in Verdeca to Bioceres in a transaction in which Arcadia received cash, shares of Bioceres stock and a royalty stream of up to $10.0 million on sales of Haab 4 soybeans (“HB4”) soybean. An additional $2.0 million in cash is to be paid upon achievement by Verdeca of reaching commercial plantings of at least 200,000 hectares of HB4 or China approving the HB4 soybean trait for “food and feed”. During 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 condensed consolidated statements of operations and comprehensive loss. As of March 31, 2023, the Company received payment of $1.5 million with the remaining $0.5 million in accounts receivable and other receivables, which the Company anticipates to receive over the next three months pursuant to the agreement.
Reverse Stock Split	Reverse Stock Split In February 2023, the Company’s board of directors approved a reverse split of 40:1 on the Company’s issued and outstanding common stock. On February 15, 2023, the Company’s stockholders approved the certificate of amendment, which the Company filed on February 27, 2023 with the Secretary of State of Delaware to effect the reverse split on March 1, 2023. As a result of the reverse stock split, additional shares of common stock of 19,092 were issued in lieu of fractional shares. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented.
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared 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 accompanying unaudited condensed consolidated financial statements include the accounts of the Company, Arcadia Wellness, and Archipelago. 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 Archipelago, a joint venture, as it has a controlling interest in Archipelago. Accordingly, the Company consolidates Archipelago in the condensed consolidated financial statements after eliminating intercompany transactions. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage of Archipelago. Net loss attributable to non-controlling interest of $122,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the three months ended March 31, 2022. There was minimal activity during the three months ended March 31, 2023. The non-controlling partner’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets. 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 condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023.
Liquidity, Capital Resources, and Going Concern	Liquidity, Capital Resources, and Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of March 31, 2023, the Company had an accumulated deficit of $267.2 million, and cash and cash equivalents of $23.0 million. For the three months ended March 31, 2023, the Company had a net loss of $9.4 million and net cash used in operations of $3.5 million. For the twelve months ended December 31, 2022, the Company had net losses of $15.6 million and net cash used in operations of $14.0 million. With cash and cash equivalents of $23.0 million as of March 31, 2023, the Company believes that its existing cash and cash equivalents will not be sufficient to meet its anticipated cash requirements for at least the next 12-18 months from the issuance date of these financial statements, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. 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 requires additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned product launches. Any of these actions could materially harm the business, results of operations and financial condition.

Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Nov. 30, 2020	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Place of incorporation		Arizona
Year of incorporation		2002
Place of reincorporation		Delaware
Date of reincorporation		2015-03
License revenue		$ 1,509,000	$ 3,220,000
Net loss attributable to non-controlling interest		0	(122,000)
Accumulated deficit		(267,243,000)		$ (257,859,000)
Cash and cash equivalents		22,998,000		20,644,000
Net loss		(9,384,000)	(4,610,000)	(15,600,000)
Net cash used in operations		(3,466,000)	(4,885,000)	(14,000,000.0)
Payment received on accounts and other receivable		285,000	$ 0
Remaining accounts receivable and other receivables		$ 923,000		1,287,000
Reverse stock split		In February 2023, the Company’s board of directors approved a reverse split of 40:1 on the Company’s issued and outstanding common stock.
Additional shares of common stock of reverse stock split		19,092
Verdeca LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Gain on sale of Verdeca				1,100,000
Bioceres Crop Solutions [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
License revenue				$ 862,000
Bioceres Crop Solutions [Member] \| Verdeca LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Additional cash receivable from sale of interest in joint venture	$ 2,000,000.0
Payment received on accounts and other receivable		$ 1,500,000
Remaining accounts receivable and other receivables		$ 500,000
Bioceres Crop Solutions [Member] \| Verdeca LLC [Member] \| Maximum [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Cash shares and royalty receivable	$ 10,000,000.0

Property and Equipment, Net - Summary of Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 3,466	$ 3,515
Less accumulated depreciation and amortization	(2,844)	(2,811)
Property and equipment, net	622	704
Laboratory equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	630	679
Software and computer equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	407	407
Machinery and equipment [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	450	450
Furniture and fixtures [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	83	83
Vehicles [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	306	306
Leasehold improvements [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 1,590	$ 1,590

Inventory - Summary of Inventories (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 582	$ 610
Goods in process	114	0
Finished goods	2,655	2,728
Inventories	$ 3,351	$ 3,338

Investments and Fair Value Instruments (Tables)

3 Months Ended

Mar. 31, 2023

Investments And Fair Value Instruments [Abstract]

Summary of Amortized Cost and Fair Value of Investment Securities Portfolio

The following tables summarize the amortized cost and fair value of the investment securities portfolio at March 31, 2023 and December 31, 2022.


(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
March 31, 2023
Cash equivalents:
Money market funds	$	20,501	$	—	$	—	$	20,501
Total Assets at Fair Value	$	20,501	$	—	$	—	$	20,501


(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
December 31, 2022
Cash equivalents:
Money market funds	$	18,620	$	—	$	—	$	18,620
Total Assets at Fair Value	$	18,620	$	—	$	—	$	18,620

Summary of Fair Value of Investment Securities

The fair value of the investment securities at March 31, 2023 were as follows:


	Fair Value Measurements at March 31, 2023
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at Fair Value
Cash equivalents:
Money market funds	$	20,501	$	—	$	—	$	20,501
Total Assets at Fair Value	$	20,501	$	—	$	—	$	20,501

The fair value of the investment securities at December 31, 2022 were as follows:


	Fair Value Measurements at December 31, 2022
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at Fair Value
Cash equivalents:
Money market funds	$	18,620	$	—	$	—	$	18,620
Total Assets at Fair Value	$	18,620	$	—	$	—	$	18,620

Summary of Preferred Investment Option Liabilities Measured and Recorded on Recurring Basis using Black-Scholes Model

The preferred investment option liabilities were measured and recorded on a recurring basis using the Black-Scholes Model with the following assumptions as of March 31, 2023 and December 31, 2022:


	March 2023 Options - Series A & March 2023 Placement Agent Options					March 2023 Options - Series B					August 2022 Options & August 2022 Placement Agent Options
	March 31, 2023			December 31, 2022		March 31, 2023			December 31, 2022		March 31, 2023			December 31, 2022
Remaining term (in years)		4.92			—		1.42			—		4.42			4.67
Expected volatility		106.7	%		—		106.8	%		—		108.8	%		106.2	%
Risk-free interest rate		3.6	%		—		4.4	%		—		3.7	%		4.0	%
Expected dividend yield		0	%		—		0	%		—		0	%		0	%

Summary of Changes in Fair Value and Other Adjustments of Liabilities

The following table sets forth the establishment of the Company’s Level 3 liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands):



(Dollars in thousands)	March 2023 Options - Series A			March 2023 Options - Series B			March 2023 Placement Agent Options			August 2022 Options			August 2022 Placement Agent Options			Contingent Liabilities		Total
Balance as of December 31, 2022	$	—		$	—		$	—		$	767		$	39		$	2,000	$	2,806
Initial recognition		4,324			2,274			212			—			—			—		6,810
Change in fair value and other adjustments		(530	)		(69	)		(29	)		(111	)		(16	)		—		(755	)
Balance as of March 31, 2023	$	3,794		$	2,205		$	183		$	656		$	23		$	2,000	$	8,861

- Definition

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

+ References + Details

Arcadia Wellness Acquisition - Schedule of Unaudited Pro-forma Condensed Consolidated Results of Operations (Detail) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Business Acquisition [Line Items]
Weighted average shares - Basic	864,391	554,675
Weighted average shares - Diluted	864,391	554,675

Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Securities Not Included in Diluted per Share Calculations

Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares):


	For the Three Months Ended March 31,
	2023		2022
Options to purchase common stock		61,844		42,739
Warrants to purchase common stock		268,698		283,751
Preferred investment options		1,489,952		—
Total		1,820,494		326,490

Consolidated Joint Venture - Additional Information (Detail)		3 Months Ended
	Aug. 09, 2019 Individual	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)
Schedule Of Equity Method Investments [Line Items]
Net loss attributable to noncontrolling interest		$ 0	$ 122,000
Archipelago Ventures Hawaii, LLC [Member] \| Arcadia Biosciences, Inc [Member]
Schedule Of Equity Method Investments [Line Items]
Number of individuals appointed \| Individual	2
Joint venture interest percentage		50.75%
Capital contributions		$ 3,100,000
Archipelago Ventures Hawaii, LLC [Member] \| Legacy Ventures Hawaii, LLC [Member]
Schedule Of Equity Method Investments [Line Items]
Number of individuals appointed \| Individual	2
Joint venture interest percentage		49.25%
Capital contributions		$ 3,000,000.0

Investments and Fair Value Instruments - Additional Information (Detail)	Mar. 31, 2023 USD ($)
Investments, Debt and Equity Securities [Abstract]
Investment in continuous unrealized loss position for more than twelve months	$ 0

Commitment and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

13. Commitments and Contingencies

Leases

The Company leases office and laboratory space, grain storage bins, warehouse space, farmland, and equipment under operating lease agreements having initial lease terms ranging from one to five years, including certain renewal options available to the Company at market rates. The Company also leases land for field trials on a short-term basis. See Note 8.

Legal Matters

From time to time, in the ordinary course of business, the Company may become involved in certain legal proceedings. The Company currently is not a party to any material litigation or other material legal proceedings.

Contingent Liability Related to the Anawah Acquisition

In June 2005, the Company completed its agreement and plan of merger and reorganization with Anawah, to purchase the Anawah’s 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. During 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 2016, one of the programs previously accrued for was abandoned and another program previously abandoned was reactivated. During 2019, the Company determined that one of the technologies was no longer active and decided to abandon the previously accrued program. As of March 31, 2023, the Company continues to pursue or are otherwise liable for a total of two development programs using this technology and believes that the contingent liability is probable. As a result, $2.0 million remains on the condensed consolidated balance sheet as an other noncurrent liability.

Contingent Liability Related to the ISI Acquisition

In August 2020, the Company acquired by merger ISI. A portion of the purchase price consideration for the acquisition in the amount of $280,000 will be recognized in two annual installments, each of up to 3,316 shares of the Company’s common stock, subject to the achievement of revenue milestones in 2021 and 2022. The contingent consideration was measured and recorded at fair value. The contingent consideration liability was remeasured quarterly with changes in fair value recorded on the condensed consolidated statements of operations and comprehensive loss. During 2022, the contingent consideration liability was fully written down as the probability of achievement of the 2022 revenue milestone was remote.

Contracts

The Company has entered into contract research agreements with unrelated parties that require the Company to pay certain funding commitments. The initial terms of these agreements range from one to three years in duration and in certain cases are cancelable.

The Company licenses certain technologies via executed agreements (“In-Licensing Agreements”) that are used to develop and advance the Company’s own technologies. The Company has entered into various In-Licensing Agreements with related and unrelated parties that require the Company to pay certain license fees, royalties, and/or milestone fees. In addition, certain royalty payments ranging from 2% to 15% of net revenue amounts as defined in the In-Licensing Agreements are or will be due.

The Company could be adversely affected by certain actions by the government as it relates to government contract revenue received in prior years. Government agencies, such as the Defense Contract Audit Agency routinely audit and investigate government contractors. These agencies review a contractor’s performance under its agreements; cost structure; and compliance with applicable laws, regulations and standards. The agencies also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems. While the Company’s management anticipates no adverse result from an audit, should any costs be found to be improperly allocated to a government agreement, such costs will not be reimbursed, or if already reimbursed, may need to be refunded. If an audit uncovers improper or illegal activities, civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments or fines, and suspension or prohibition from doing business with the government could occur. In addition, serious reputational harm or significant adverse financial effects could occur if allegations of impropriety were made against the Company. There currently are routine audits in process relating to government grant revenues.

Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 22,998	$ 20,644
Accounts receivable and other receivables, net of allowance for doubtful accounts of $18 and $3 as of March 31, 2023 and December 31, 2022, respectively	923	1,287
Inventories, net — current	2,591	2,571
Assets held for sale	87	87
Prepaid expenses and other current assets	606	809
Total current assets	27,205	25,398
Property and equipment, net	622	704
Right of use asset	1,618	1,848
Inventories, net — noncurrent	760	767
Intangible assets, net	40	40
Other noncurrent assets	165	165
Total assets	30,410	28,922
Current liabilities:
Accounts payable and accrued expenses	2,785	2,881
Amounts due to related parties	15	48
Operating lease liability — current	1,014	1,010
Other current liabilities	283	270
Total current liabilities	4,097	4,209
Operating lease liability — noncurrent	760	1,007
Common stock warrant and option liabilities	6,861	806
Other noncurrent liabilities	2,000	2,000
Total liabilities	13,718	8,022
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value - 150,000,000 shares authorized as of March 31, 2023 and December 31, 2022; 857,572 and 616,079 shares issued and outstanding as of March 31, 2023 and December 31, 2022	65	65
Additional paid-in capital	284,003	278,827
Accumulated deficit	(267,243)	(257,859)
Total stockholders' equity	16,825	21,033
Non-controlling interest	(133)	(133)
Total stockholders' equity	16,692	20,900
Total liabilities and stockholders’ equity	$ 30,410	$ 28,922

Warrants and Options (Tables)

3 Months Ended

Mar. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Summary of Warrants Issued to Purchase Common Stock

The Company issued the following warrants to purchase shares of its common stock, which are outstanding as of March 31, 2023 and December 31, 2022, respectively. These warrants are exercisable any time at the option of the holder until their expiration date.


	Issuance Date	Term	Exercise Price Per Share		Exercised during the Year Ended December 31, 2022		Outstanding at December 31, 2022		Exercised during the Three Months Ended March 31, 2023			Outstanding at March 31, 2023
March 2023 Pre-Funded Warrants	March 2023	perpetual	$	—		—		—		—			500,834
December 2022 Service and Performance Warrants (1)	December 2022	5 years	$	11.20		—		1,000		—			1,000
October 2022 Service and Performance Warrants (1)	October 2022	5 years	$	16.00		—		1,000		—			1,000
August 2022 Pre-Funded Warrants	August 2022	perpetual	$	—		—		56,813		(56,813	)		—
January 2021 Placement Agent Warrants	January 2021	5.5 years	$	159.60		—		9,846		—			9,846
January 2021 Service and Performance Warrants (1)(3)	January 2021	2 years	$	123.20		—		188		—			—
December 2020 Warrants (4)	December 2020	5.5 years	$	9.00		—		16,367		—			16,367
December 2020 Warrants	December 2020	5.5 years	$	120.00		—		49,100		—			49,100
December 2020 Placement Agent Warrants	December 2020	5 years	$	152.80		—		3,274		—			3,274
July 2020 Warrants (4)	July 2020	5.5 years	$	9.00		—		16,036		—			16,036
July 2020 Placement Agent Warrants	July 2020	5.5 years	$	198.80		—		802		—			802
May 2020 Warrants (4)	May 2020	5 years	$	9.00		—		9,946		—			9,946
May 2020 Warrants	May 2020	5 years	$	191.20		—		24,863		—			24,863
May 2020 Placement Agent Warrants	May 2020	5 years	$	245.20		—		1,741		—			1,741
March 2020 Service and Performance Warrants (1)(3)	March 2020	3 years	$	100.00		—		459		—			—
September 2019 Placement Agent Warrants	September 2019	5 years	$	379.20		—		1,649		—			1,649
June 2019 Placement Agent Warrants	June 2019	5 years	$	251.60		—		1,862		—			1,862
April 2019 Service and Performance Warrants (1)	April 2019	5 years	$	247.20		—		3,629		—			3,629
June 2018 Placement Agent Warrants	June 2018	5 years	$	502.80		—		1,741		—			1,741
March 2018 Placement Agent Warrants (3)	March 2018	5 years	$	1,662.40		—		376		—			—
January 2021 Warrants (2)(4)	January 2021	5.5 years	$	9.00		—		7,831		—			7,831
January 2021 Warrants (2)	January 2021	5.5 years	$	125.20		—		90,629		—			90,629
September 2019 Warrants (2)(4)	September 2019	5.5 years	$	9.00		—		9,892		—			9,892
September 2019 Warrants (2)	September 2019	5.5 years	$	300.80		—		6,594		—			6,594
June 2019 Warrants (2)	June 2019	5.5 years	$	200.00		—		10,896		—			10,896
March 2018 Warrants (2)(3)	March 2018	5 years	$	429.20		—		16,036		—			—
Total						—		342,570		(56,813	)		769,532

(1) The Company issued service and performance warrants (“Service and Performance Warrants”) in connection with professional services agreements with non-affiliated third party entities.

(2) Certain warrants contain a contingent cash payment feature and therefore were accounted for as a liability at the date of issuance and were adjusted to fair value at each balance sheet date. Upon adoption of ASU No. 2020-06 on January 1, 2022, all of the common stock warrant liabilities have been reclassified to equity classified common stock warrants, due to the elimination of the contingent cash payments as criteria for liability classification.

(3) These warrants expired in the first quarter of 2023.

(4) These warrants were repriced as part of the March 2023 Private Placement offering.

Summary of Key Terms and Activity of Liability Classified Preferred Investment Options

The key terms and activity of the liability classified preferred investment options are summarized as follows:


	Issuance Date	Term	Exercise Price Per Share		Exercised during the Year Ended December 31, 2022		Outstanding at December 31, 2022		Exercised during the Three Months Ended March 31, 2023		Outstanding at March 31, 2023
March 2023 Options - Series A	March 2023	5 years	$	9.00		—		—		—		666,334
March 2023 Options - Series B	March 2023	1.5 years	$	9.00		—		—		—		666,334
March 2023 Placement Agent Options	March 2023	5 years	$	11.25		—		—		—		33,317
August 2022 Options (1)	August 2022	5 years	$	9.00		—		118,063		—		118,063
August 2022 Placement Agent Options	August 2022	5 years	$	52.80		—		5,904		—		5,904
Total						—		123,967		—		1,489,952

(1) These options were repriced as part of the March 2023 Private Placement offering.

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (9,384,000)	$ (4,610,000)	$ (15,600,000)
Adjustments to reconcile net loss to cash used in operating activities:
Change in fair value of common stock warrant and option liabilities	(940,000)	0
Change in fair value of contingent consideration	0	(31,000)
Issuance and offering costs allocated to liability classified options	430,000	0
Valuation loss on March 2023 PIPE	6,076,000	0
Depreciation	71,000	149,000
Amortization of intangible assets	0	13,000
Lease amortization	180,000	166,000
Gain on disposal of property and equipment	(19,000)	(328,000)
Stock-based compensation	212,000	260,000
Write-down of inventories	23,000	368,000
Changes in operating assets and liabilities:
Accounts receivable and other receivables	80,000	(1,398,000)
Inventories	(37,000)	669,000
Prepaid expenses and other current assets	203,000	208,000
Other noncurrent assets	0	22,000
Accounts payable and accrued expenses	(149,000)	(198,000)
Amounts due to related parties	(33,000)	5,000
Other current liabilities	12,000	0
Operating lease liabilities	(191,000)	(180,000)
Net cash used in operating activities	(3,466,000)	(4,885,000)	(14,000,000.0)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment	30,000	787,000
Proceeds from sale of Verdeca - earn-out received	285,000	0
Purchases of property and equipment	0	(40,000)
Net cash provided by investing activities	315,000	747,000
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from ESPP purchases	5,000	4,000
Net cash provided by financing activities	5,505,000	4,000
Net (decrease) increase in cash and cash equivalents	2,354,000	(4,134,000)
Cash and cash equivalents - beginning of period	20,644,000	28,685,000	28,685,000
Cash and cash equivalents - end of period	22,998,000	24,551,000	$ 20,644,000
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	0	1,000
NONCASH INVESTING AND FINANCING ACTIVITIES:
Proceeds from sale of Verdeca in accounts and other receivable	285,000	0
Accounting Standards Update 2020-06 [Member]
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock warrant liabilities reclassifed to equity upon adoption of ASU 2020-06		3,392,000
March 2023 PIPE [Member]
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, pre-funded warrants and preferred investment options from March 2023 PIPE	5,997,000	0
Payments of offering costs relating to March 2023 PIPE	(497,000)	0
NONCASH INVESTING AND FINANCING ACTIVITIES:
Accrued legal and accounting fees included in offering costs related to March 2023 PIPE	51,000	0
Common stock options issued to placement agent and included in offering costs related to March 2023 PIPE securities purchase agreement	212,000	0
Warrant and option modifications included in Valuation loss on March 2023 PIPE	$ 404,000	$ 0

Property and Equipment, Net

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

4. Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	March 31, 2023			December 31, 2022
Laboratory equipment	$	630		$	679
Software and computer equipment		407			407
Machinery and equipment		450			450
Furniture and fixtures		83			83
Vehicles		306			306
Leasehold improvements		1,590			1,590
Property and equipment, gross		3,466			3,515
Less: accumulated depreciation and amortization		(2,844	)		(2,811	)
Property and equipment, net	$	622		$	704

Depreciation expense was $71,000 and $149,000 for the three months ended March 31, 2023 and 2022, respectively.

As of March 31, 2023 and December 31, 2022, there was $10,000 of construction in progress included in property and equipment that had not been placed into service and was not subject to depreciation.

Property and equipment are considered assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property and equipment held for sale prior to the sale date is separately presented, within current assets, on the condensed consolidated balance sheet as assets held for sale.

During the three months ended March 31, 2023 and 2022, management sold property and equipment and realized a gain on sale of $19,000 and $328,000, respectively, recorded on the condensed consolidated statements of operations and comprehensive loss, with proceeds of $30,000 and $787,000, respectively. The property and equipment sold during the three months ended March 31, 2022 was related to Archipelago and was sold through a local auction.

Property and equipment related to Archipelago, in the amount of $87,000, have been classified as assets held for sale, and are recorded at fair value as of March 31, 2023 and December 31, 2022. The fair value has been estimated using publicly available prices for some of the assets, and business partners' estimates for assets with prices not readily available, due to the relatively small size of the industry in which they can be used.

Related-Party Transactions - Additional Information (Detail) - USD ($)	Mar. 31, 2023	Dec. 31, 2022
Related Party Transaction [Line Items]
Royalty fees due	$ 15,000	$ 48,000
John Sperling Foundation [Member]
Related Party Transaction [Line Items]
Royalty fees due	$ 15,000	$ 48,000

- Definition

Carrying amount as of the balance sheet date of obligations due all related parties. For classified balance sheets, represents the current portion of such liabilities (due within one year or within the normal operating cycle if longer).

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iii)(C))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 850
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(4)(iii)(B))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1A
-Subparagraph (SX 210.13-01(a)(5))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.19(a))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(k)(1))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 10
-Section S99
-Paragraph 1B
-Subparagraph (SX 210.13-02(a)(4)(iv))
-URI https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756

+ Details

Commitments and Contingencies - Additional Information (Detail)	1 Months Ended	3 Months Ended		12 Months Ended
	Aug. 31, 2020 USD ($) Installment shares	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2010 USD ($) Program	Dec. 31, 2022 USD ($)	Jun. 30, 2005 USD ($)
Commitments And Contingencies [Line Items]
Other noncurrent liability		$ 2,000,000			$ 2,000,000
Change in fair value of contingent consideration		$ 0	$ (31,000)
Anawah, Inc [Member]
Commitments And Contingencies [Line Items]
Contingent liability				$ 3,000,000.0		$ 5,000,000.0
Date of merger and reorganization		Jun. 30, 2005
Number of development programs ceased \| Program				3
Number of development programs \| Program				6
Other noncurrent liability		$ 2,000,000.0
Industrial Seed Innovations [Member]
Commitments And Contingencies [Line Items]
Remaining amount paid in multiple installments	$ 280,000
Industrial Seed Innovations [Member] \| Common Stock [Member]
Commitments And Contingencies [Line Items]
Number of annual installment of common stock shares payable \| Installment	2
Minimum [Member]
Commitments And Contingencies [Line Items]
Operating leases, term of contract		1 year
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements		2.00%
Minimum [Member] \| Industrial Seed Innovations [Member]
Commitments And Contingencies [Line Items]
Operating leases, term of contract		1 year
Maximum [Member]
Commitments And Contingencies [Line Items]
Operating leases, term of contract		5 years
Royalty payments due, percentage of net revenue as defined in the In-Licensing agreements		15.00%
Maximum [Member] \| Industrial Seed Innovations [Member]
Commitments And Contingencies [Line Items]
Operating leases, term of contract		3 years
Maximum [Member] \| Industrial Seed Innovations [Member] \| Common Stock [Member] \| Revenue Milestone in 2022 [Member]
Commitments And Contingencies [Line Items]
Business combination, equity interest issuable upon achievement of revenue milestone \| shares	3,316

Investments and Fair Value Instruments - Summary of Fair Value of Investments Securities (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Assets at Fair Value
Total Assets at Fair Value	$ 20,501	$ 18,620
Money Market Funds [Member]
Assets at Fair Value
Cash equivalents	20,501	18,620
Level 1 [Member]
Assets at Fair Value
Total Assets at Fair Value	20,501	18,620
Level 1 [Member] \| Money Market Funds [Member]
Assets at Fair Value
Cash equivalents	20,501	18,620
Level 2 [Member]
Assets at Fair Value
Total Assets at Fair Value	0	0
Level 2 [Member] \| Money Market Funds [Member]
Assets at Fair Value
Cash equivalents	0	0
Level 3 [Member]
Assets at Fair Value
Total Assets at Fair Value	0	0
Level 3 [Member] \| Money Market Funds [Member]
Assets at Fair Value
Cash equivalents	$ 0	$ 0

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2023	May 08, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Entity Registrant Name	Arcadia Biosciences, Inc.
Entity Central Index Key	0001469443
Entity Current Reporting Status	Yes
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		950,406
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	true
Entity File Number	001-37383
Entity Tax Identification Number	81-0571538
Entity Address, Address Line One	5950 Sherry Lane
Entity Address, Address Line Two	Suite 215
Entity Address, City or Town	Dallas
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75225
City Area Code	214
Local Phone Number	974-8921
Entity Incorporation, State or Country Code	DE
Trading Symbol	RKDA
Title of 12(b) Security	Common
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes
Document Quarterly Report	true
Document Transition Report	false

Warrants and Options - Summary of Warrants Issued to Purchase Common Stock (Detail) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Class Of Warrant Or Right [Line Items]
Exercised during the period	56,813	0
Outstanding	769,532	342,570
March 2023 Pre-Funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2023-03
Term	perpetual
Exercise Price Per Share	$ 0
Exercised during the period	0	0
Outstanding	500,834	0
December 2022 Service and Performance Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2022-12
Term	5 years
Exercise Price Per Share	$ 11.20
Exercised during the period	0	0
Outstanding	1,000	1,000
October 2022 Service and Performance Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2022-10
Term	5 years
Exercise Price Per Share	$ 16.00
Exercised during the period	0	0
Outstanding	1,000	1,000
August 2022 Pre-Funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2022-08
Term	perpetual
Exercise Price Per Share	$ 0
Exercised during the period	(56,813)	0
Outstanding	0	56,813
January 2021 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2021-01
Term	5 years 6 months
Exercise Price Per Share	$ 159.60
Exercised during the period	0	0
Outstanding	9,846	9,846
January 2021 Service and Performance Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2021-01
Term	2 years
Exercise Price Per Share	$ 123.20
Exercised during the period	0	0
Outstanding	0	188
December 2020 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-12
Term	5 years 6 months
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	16,367	16,367
December 2020 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-12
Term	5 years 6 months
Exercise Price Per Share	$ 120.00
Exercised during the period	0	0
Outstanding	49,100	49,100
December 2020 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-12
Term	5 years
Exercise Price Per Share	$ 152.80
Exercised during the period	0	0
Outstanding	3,274	3,274
July 2020 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-07
Term	5 years 6 months
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	16,036	16,036
July 2020 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-07
Term	5 years 6 months
Exercise Price Per Share	$ 198.80
Exercised during the period	0	0
Outstanding	802	802
May 2020 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-05
Term	5 years
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	9,946	9,946
May 2020 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-05
Term	5 years
Exercise Price Per Share	$ 191.20
Exercised during the period	0	0
Outstanding	24,863	24,863
May 2020 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-05
Term	5 years
Exercise Price Per Share	$ 245.20
Exercised during the period	0	0
Outstanding	1,741	1,741
March 2020 Service and Performance Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2020-03
Term	3 years
Exercise Price Per Share	$ 100.00
Exercised during the period	0	0
Outstanding	0	459
September 2019 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2019-09
Term	5 years
Exercise Price Per Share	$ 379.20
Exercised during the period	0	0
Outstanding	1,649	1,649
June 2019 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2019-06
Term	5 years
Exercise Price Per Share	$ 251.60
Exercised during the period	0	0
Outstanding	1,862	1,862
April 2019 Service and Performance Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2019-04
Term	5 years
Exercise Price Per Share	$ 247.20
Exercised during the period	0	0
Outstanding	3,629	3,629
June 2018 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2018-06
Term	5 years
Exercise Price Per Share	$ 502.80
Exercised during the period	0	0
Outstanding	1,741	1,741
March 2018 Placement Agent Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2018-03
Term	5 years
Exercise Price Per Share	$ 1,662.40
Exercised during the period	0	0
Outstanding	0	376
January 2021 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2021-01
Term	5 years 6 months
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	7,831	7,831
January 2021 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2021-01
Term	5 years 6 months
Exercise Price Per Share	$ 125.20
Exercised during the period	0	0
Outstanding	90,629	90,629
September 2019 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2019-09
Term	5 years 6 months
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	9,892	9,892
September 2019 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2019-09
Term	5 years 6 months
Exercise Price Per Share	$ 300.80
Exercised during the period	0	0
Outstanding	6,594	6,594
June 2019 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2019-06
Term	5 years 6 months
Exercise Price Per Share	$ 200.00
Exercised during the period	0	0
Outstanding	10,896	10,896
March 2018 Warrants [Member]
Class Of Warrant Or Right [Line Items]
Issuance Date	2018-03
Term	5 years
Exercise Price Per Share	$ 429.20
Exercised during the period	0	0
Outstanding	0	16,036

Warrants and Options

3 Months Ended

Mar. 31, 2023

Warrants and Rights Note Disclosure [Abstract]

Warrants and Options

10. Warrants and Options

Equity Classified Common Stock Warrants


	Issuance Date	Term	Exercise Price Per Share		Exercised during the Year Ended December 31, 2022		Outstanding at December 31, 2022		Exercised during the Three Months Ended March 31, 2023			Outstanding at March 31, 2023
March 2023 Pre-Funded Warrants	March 2023	perpetual	$	—		—		—		—			500,834
December 2022 Service and Performance Warrants (1)	December 2022	5 years	$	11.20		—		1,000		—			1,000
October 2022 Service and Performance Warrants (1)	October 2022	5 years	$	16.00		—		1,000		—			1,000
August 2022 Pre-Funded Warrants	August 2022	perpetual	$	—		—		56,813		(56,813	)		—
January 2021 Placement Agent Warrants	January 2021	5.5 years	$	159.60		—		9,846		—			9,846
January 2021 Service and Performance Warrants (1)(3)	January 2021	2 years	$	123.20		—		188		—			—
December 2020 Warrants (4)	December 2020	5.5 years	$	9.00		—		16,367		—			16,367
December 2020 Warrants	December 2020	5.5 years	$	120.00		—		49,100		—			49,100
December 2020 Placement Agent Warrants	December 2020	5 years	$	152.80		—		3,274		—			3,274
July 2020 Warrants (4)	July 2020	5.5 years	$	9.00		—		16,036		—			16,036
July 2020 Placement Agent Warrants	July 2020	5.5 years	$	198.80		—		802		—			802
May 2020 Warrants (4)	May 2020	5 years	$	9.00		—		9,946		—			9,946
May 2020 Warrants	May 2020	5 years	$	191.20		—		24,863		—			24,863
May 2020 Placement Agent Warrants	May 2020	5 years	$	245.20		—		1,741		—			1,741
March 2020 Service and Performance Warrants (1)(3)	March 2020	3 years	$	100.00		—		459		—			—
September 2019 Placement Agent Warrants	September 2019	5 years	$	379.20		—		1,649		—			1,649
June 2019 Placement Agent Warrants	June 2019	5 years	$	251.60		—		1,862		—			1,862
April 2019 Service and Performance Warrants (1)	April 2019	5 years	$	247.20		—		3,629		—			3,629
June 2018 Placement Agent Warrants	June 2018	5 years	$	502.80		—		1,741		—			1,741
March 2018 Placement Agent Warrants (3)	March 2018	5 years	$	1,662.40		—		376		—			—
January 2021 Warrants (2)(4)	January 2021	5.5 years	$	9.00		—		7,831		—			7,831
January 2021 Warrants (2)	January 2021	5.5 years	$	125.20		—		90,629		—			90,629
September 2019 Warrants (2)(4)	September 2019	5.5 years	$	9.00		—		9,892		—			9,892
September 2019 Warrants (2)	September 2019	5.5 years	$	300.80		—		6,594		—			6,594
June 2019 Warrants (2)	June 2019	5.5 years	$	200.00		—		10,896		—			10,896
March 2018 Warrants (2)(3)	March 2018	5 years	$	429.20		—		16,036		—			—
Total						—		342,570		(56,813	)		769,532

(1) The Company issued service and performance warrants (“Service and Performance Warrants”) in connection with professional services agreements with non-affiliated third party entities.

(3) These warrants expired in the first quarter of 2023.

(4) These warrants were repriced as part of the March 2023 Private Placement offering.

Liability Classified Preferred Investment Options

The preferred investment options issued in connection with the March 2023 Private Placement and August 2022 Registered Direct offerings contain certain early settlement provisions that preclude them from equity classification and therefore were accounted for as liabilities at the date of issuance and are adjusted to fair value at each balance sheet date. The change in fair value of the options liabilities is recorded as change in fair value of common stock warrant and option liabilities in the consolidated statements of operations and comprehensive loss. The key terms and activity of the liability classified preferred investment options are summarized as follows:


	Issuance Date	Term	Exercise Price Per Share		Exercised during the Year Ended December 31, 2022		Outstanding at December 31, 2022		Exercised during the Three Months Ended March 31, 2023		Outstanding at March 31, 2023
March 2023 Options - Series A	March 2023	5 years	$	9.00		—		—		—		666,334
March 2023 Options - Series B	March 2023	1.5 years	$	9.00		—		—		—		666,334
March 2023 Placement Agent Options	March 2023	5 years	$	11.25		—		—		—		33,317
August 2022 Options (1)	August 2022	5 years	$	9.00		—		118,063		—		118,063
August 2022 Placement Agent Options	August 2022	5 years	$	52.80		—		5,904		—		5,904
Total						—		123,967		—		1,489,952

(1) These options were repriced as part of the March 2023 Private Placement offering.

Stock-Based Compensation and Employee Stock Purchase Program

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation and Employee Stock Purchase Program

11. Stock-Based Compensation and Employee Stock Purchase Program

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 it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding and were issued under the 2006 Plan. The 2015 Plan became effective upon the Company’s IPO 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 3,860 shares of common stock reserved for future issuance, which included 259 that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. 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 appreciation rights, and other forms of equity compensation, all of which may be granted to employees, officers, non-employee directors, and consultants. The exercise price for ISOs and NSOs will be granted at a price per share not less than the fair value of our common stock at the date of grant. Options granted generally vest over a four-year period; however, there might be alternative vesting schedules, as approved by the Board. Options granted, once vested, are generally exercisable for up to 10 years, after grant to the extent vested.

In June 2019, the shareholders approved an amendment to the Company’s 2015 Plan for a one-time increase to the number of shares of common stock that may be issued under the 2015 Plan by 3,000 shares. On February 2, 2022, Stanley Jacot, Jr. was hired as the new president and chief executive officer of the Company. The Company granted Mr. Jacot an inducement stock option to purchase 7,902 shares of the Company’s common stock pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules. The Company has filed a registration statement on Form S-8 to register the issuance of shares upon exercise of this inducement stock option. The inducement options grants have been issued outside of the 2015 Plan, but are subject to the terms and conditions of the 2015 Plan. As of March 31, 2023, a total of 90,861 shares of common stock were reserved for issuance under the 2015 Plan, of which 37,598 shares of common stock are available for future grant. As of March 31, 2023, a total of 103 and 53,263 options are outstanding under the 2006 and 2015 Plans, respectively. As of December 31, 2022, a total of 103 and 51,421 options were outstanding under the 2006 and 2015 Plans, respectively. A total of 8,477 inducement options were outstanding as of March 31, 2023 and December 31, 2022.

The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (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, 2022		60,002		$	114.80	$	—
Options granted		2,700			11.17		—
Options exercised		—			—		—
Options forfeited		(858	)		47.06		39,054.00
Options expired		—			—		—
Outstanding — Balance at March 31, 2023		61,844		$	110.91	$	—
Vested and expected to vest — March 31, 2023		56,615		$	116.59	$	—
Exercisable — March 31, 2023		25,725		$	194.30	$	—

Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock determined by our Board of Directors for each of the respective periods. The intrinsic value of options exercised was $0 for both quarters ended March 31, 2023 and 2022.

As of March 31, 2023, there was $988,000 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.

In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine.

Expected Term—The expected term is the estimated period of time outstanding for stock options granted and was estimated based on a simplified method allowed by the SEC, and defines the term as the average of the contractual term of the options and the weighted-average vesting period for all open employee awards.

Expected Volatility—The historical volatility data was computed using the daily closing prices for the Company’s shares during the equivalent period of the calculated expected term of the stock-based awards.

Risk-Free Interest Rate—The risk-free interest rate is based on the interest rate of U.S. Treasuries of comparable maturities on the date the options were granted.

Expected Dividend—The expected dividend yield is based on the Company’s expectation of future dividend payouts to common stockholders.

The fair value of stock option awards was estimated at the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumption:


	Three Months Ended March 31,
	2023			2022
Expected term (years)		5.85			6.08
Expected volatility		124	%		120	%
Risk-free interest rate		3.79	%		1.68	%
Dividend yield		—			—

The Company recognized $212,000 and $260,000 of compensation expense for stock options awards during the three months ended March 31, 2023 and 2022, respectively.

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. After the first offering period, which began on May 14, 2015 and ended on February 1, 2016, 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 day of the offering period. As of March 31, 2023, the number of shares of common stock reserved for future issuance under the ESPP is 9,194. The ESPP provides for automatic annual increases in the shares available for purchase beginning on January 1, 2016. As of March 31, 2023, 1,563 shares had been issued under the ESPP. The Company recorded $1,000 of ESPP related compensation expense during each of the three months ended March 31, 2023 and 2022.

Condensed Consolidated Balance Sheets (Parenthetical) (Unaudited) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 18	$ 3
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	150,000,000	150,000,000
Common stock, issued	857,572	616,079
Common stock, outstanding	857,572	616,079

Consolidated Joint Venture

3 Months Ended

Mar. 31, 2023

Equity Method Investments and Joint Ventures [Abstract]

Consolidated Joint Venture

6. Consolidated Joint Venture

In 2019, the Company and Legacy Ventures Hawaii, LLC, a Nevada limited liability company (“Legacy”), formed Archipelago Ventures Hawaii, LLC, a Delaware limited liability company and entered into a Limited Liability Company Operating Agreement (the “Operating Agreement”). The Company and Legacy formed Archipelago to develop, extract and commercialize hemp-derived products from industrial hemp grown in Hawaii.

Pursuant to the Operating Agreement, a joint operating committee consisting of two individuals appointed by the Company and two individuals appointed by Legacy will manage Archipelago. As of March 31, 2023, the Company and Legacy hold 50.75% and 49.25% interests in Archipelago, respectively, and have made capital contributions to Archipelago of $3.1 million and $3.0 million, respectively, as determined by the joint operating committee. The Operating Agreement includes indemnification rights, non-competition obligations, and certain rights and obligations in connection with the transfer of membership interests, including rights of first refusal.

The Company consolidates Archipelago in the condensed consolidated financial statements after eliminating intercompany transactions. Net loss attributable to non-controlling interest of $122,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the three months ended March 31, 2022. There was minimal activity during the three months ended March 31, 2023. Legacy’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets. Refer to Note 1 for basis of presentation.

In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market.

Equity Financing

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Equity Financing

9. Equity Financing

March 2023 Private Placement

In March 2023, the Company issued in a private placement offering (the “March 2023 Private Placement”) pursuant to a securities purchase agreement (“March 2023 Purchase Agreement”) (i) 165,500 shares of its common stock, (ii) pre-funded common stock purchase warrants (the “March 2023 Pre-Funded Warrants”) to purchase up to 500,834 shares of common stock, at an exercise price of $0.0001 per share, (iii) Series A preferred investment options (the “March 2023 Options - Series A") to purchase up to a total of 666,334 shares of common stock, at an exercise price of $9.00 per share, and (iv) Series B preferred investment options (the “March 2023 Options - Series B”, and together with the March 2023 Options - Series A, the "March 2023 Options") to purchase up to a total of 666,334 shares of common stock, at an exercise price of $9.00 per share, and raised total gross proceeds of $6.0 million. The March 2023 Private Placement closed on March 6, 2023. The March 2023 Pre-Funded Warrants became exercisable upon issuance and are exercisable until exercised in full. The March 2023 Options - Series A are exercisable at any time at the option of the holder and expire 5 years from the date of issuance. The March 2023 Options - Series B are exercisable at any time at the option of the holder and expire 1.5 years from the date of issuance.

In connection with the March 2023 Private Placement, the Company entered into preferred investment option amendment agreements (the “Option Amendment Agreements”) with certain investors. Under the Option Amendment Agreements, the Company agreed to amend certain existing warrants and preferred investment options to purchase up to a total of 178,132 shares of common stock that were previously issued to the investors in September 2019, May 2020, July 2020, December 2020, January 2021 and August 2022, with exercise prices of $300.80, $191.00, $154.00, $120.00, $125.20 and $37.35 per share, respectively (the “Existing Warrants”). Under the Option Amendment Agreements, the Company agreed to lower the exercise price of the Existing Warrants to $9.00 per share. In addition, the Company granted to a placement agent preferred investment options to purchase a total of 33,317 shares of Common Stock (the “March 2023 Placement Agent Options”) that have an exercise price per share equal to $11.25 and a term of 5 years from the date of issuance. The re-pricing of the Existing Warrants resulted in an increase in fair value of $404,000, of which $185,000 of the increase in fair value was related to the August 2022 liability classified options. The increase in fair value related to the re-pricing of Existing Warrants was recognized in Valuation Loss on March 2023 PIPE on the condensed consolidated statements of operations and comprehensive loss.

The March 2023 Options and March 2023 Placement Agent Options are classified as liabilities within Level 3 due to certain early settlement provisions that preclude them from equity classification. The Company utilized the Black-Scholes Model on March 6, 2023 with the following assumptions for the Series A Investment Options: volatility of 128.55%, stock price of $7.61 and risk-free rate of 4.27%. The following assumptions were utilized for the Series B Investment Options: volatility of 103.33%, stock price of $7.61 and risk-free rate of 4.97%. The estimated fair value of the liability classified March 2023 Options issued was $6.6 million.

The estimated fair value of the common stock issued and March 2023 Pre-Funded Warrants was $5.1 million. The total estimated fair value of the common stock issued, March 2023 Pre-Funded Warrants and March 2023 Options as of March 6, 2023 exceeded the gross proceeds of the March 2023 Private Placement by $5.7 million and this amount was recognized in Valuation Loss on March 2023 PIPE on the condensed consolidated statements of operations and comprehensive loss.

The March 2023 Placement Agent Options were issued for services performed by the placement agent as part of the March 2023 Private Placement and were treated as offering costs. The value of the March 2023 Placement Agent Options was determined to be $212,000, calculated using the Black-Scholes Model. The Company incurred additional offering costs totaling $548,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the March 2023 Private Placement. A total of $430,000 was allocated to the common stock option liabilities and expensed while the remaining $330,000 was allocated to the common stock and March 2023 Pre-Funded Warrants and offset to additional paid in capital.

August 2022 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 (“2018 Shelf Registration Statement”). On April 21, 2022, the Company filed a shelf Registration Statement on Form S-3 with the SEC which was declared effective on May 12, 2022 (“2022 Shelf Registration Statement”). Each of the 2018 Shelf Registration Statement and the 2022 Shelf Registration Statement 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 aggregate offering prices of up to $50.0 million. The Company ceased being able to use the 2018 Shelf Registration Statement after June 8, 2021, the three-year anniversary of its effective date. The 2022 Shelf Registration Statement may no longer be used after May 12, 2025, the three-year anniversary of its effective date.

In August 2022, the Company entered into a securities purchase agreement (the “August 2022 Purchase Agreement”) pursuant to which it sold (i) 61,250 registered shares of its common stock, pursuant to the 2022 Shelf Registration Statement, (ii) pre-funded common stock purchase warrants (the “August 2022 Pre-Funded Warrants”) to purchase up to 56,813 shares of common stock, at an exercise price of $0.004 per share, which the August 2022 Pre-Funded Warrants were registered under the 2022 Shelf Registration Statement, and (iii) unregistered preferred investment options (the "August 2022 Options") to purchase up to 118,063 shares of common stock, at an exercise price of $37.35 per share, for total gross proceeds of $5.0 million (the “August 2022 Registered Direct Offering”). The August 2022 Registered Direct Offering closed on August 16, 2022. The August 2022 Pre-Funded Warrants became exercisable upon issuance and were fully exercised during the three months ended March 31, 2023. The August 2022 Options became exercisable upon issuance and expire 5 years after the date of issuance. In connection with the August 2022 Registered Direct

Offering, the Company granted to a placement agent preferred investment options ("August 2022 Placement Agent Options") to purchase a total of 5,904 shares of common stock that have an exercise price per share equal to $52.80 and a term of five years.

The August 2022 Options and August 2022 Placement Agent Options are classified as liabilities within Level 3 due to certain early settlement provisions that preclude them from equity classification. The Company utilized the Black-Scholes Model on August 16, 2022 with the following assumptions: volatility of 128.46%, stock price of $37.60, risk-free rate of 2.97% and a term of 5 years. The estimated fair value of the common stock option liabilities was subsequently remeasured at March 31, 2023 with the changes recorded on the Company’s condensed consolidated statements of operations and comprehensive loss.

The August 2022 Placement Agent Options were issued for services performed by the placement agent as part of the August 2022 Registered Direct Offering and were treated as offering costs. The value of the August 2022 Placement Agent Options was determined to be $191,000, calculated using the Black-Scholes Model. The Company incurred additional offering costs totaling $488,000 that consist of direct incremental legal, advisory, accounting and filing fees relating to the August 2022 Registered Direct Offering. The offering costs, inclusive of the August 2022 Placement Agent Options, totaled $679,000 and were allocated to the common stock option liabilities, the common stock and August 2022 Pre-Funded Warrants using their relative fair values. A total of $314,000 was allocated to the common stock option liabilities and expensed while the remaining $365,000 was allocated to the common stock and August 2022 Pre-Funded Warrants and offset to additional paid in capital.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-URI https://asc.fasb.org/topic&trid=2208762

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 13
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 14
-Subparagraph (b)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 18
-Subparagraph (d)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-Subparagraph (g)
-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126973232&loc=SL123496180-112644

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Leases - Schedule of Leases (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Assets
Operating lease assets	$ 1,618		$ 1,848
Total leased assets	1,618		1,848
Liabilities
Current - Operating	1,014		1,010
Noncurrent - Operating	760		1,007
Total leased liabilities	1,774		$ 2,017
Lease Cost
Net lease cost	$ 86	$ 192
Lease Term and Discount Rate
Weighted-average remaining lease term (years)	2 years 2 months 12 days		2 years 4 months 24 days
Weighted-average discount rate	6.40%		6.00%
SG&A and R&D Expenses [Member]
Lease Cost
Operating lease cost	$ 191	276
Sublease income	(108)	(87)
SG&A Expenses [Member]
Lease Cost
Short term lease cost	$ 3	$ 3

Stock-Based Compensation and Employee Stock Purchase Program - Additional Information (Detail)				1 Months Ended	3 Months Ended
	Feb. 02, 2022 shares	May 20, 2015 shares	May 14, 2015	Jun. 30, 2019 shares	Mar. 31, 2023 USD ($) IncentivePlan shares	Mar. 31, 2022 USD ($)	Dec. 31, 2022 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of equity incentive plans \| IncentivePlan					2
Shares Subject to Outstanding, Options granted					2,700
Total number of options outstanding					61,844		60,002
Intrinsic value of options exercised \| $					$ 0	$ 0
Unrecognized compensation cost related to unvested stock-based compensation grants \| $					$ 988,000
Weighted-average remaining recognition period					2 years 2 months 12 days
Stock-based compensation \| $					$ 212,000	260,000
2015 Employee Stock Purchase Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares reserved for issuance under plan					9,194
Stock-based compensation \| $					$ 1,000	$ 1,000
Percentage in payroll deductions to acquire shares of common stock			15.00%
Purchase plan offering period			6 months
Employees are able to purchase company's common stock on first trading day of offering period, percentage			85.00%
Issuance of common stock pursuant to employee stock purchase plan					1,563
First offering period, start date			May 14, 2015
First offering period, end date			Feb. 01, 2016
Inducement Stock Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of options outstanding					8,477		8,477
Inducement Stock Option [Member] \| Stanley Jacot, Jr. [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Subject to Outstanding, Options granted	7,902
2015 Omnibus Equity Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Terms under the plan					The 2015 Plan became effective upon the Company’s IPO 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 3,860 shares of common stock reserved for future issuance, which included 259 that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan.
Total number of shares reserved for issuance under plan		3,860			90,861
Options vesting period		4 years
Additional shares authorized for issuance under the plan				3,000
Common stock available for future grant					37,598
Total number of options outstanding					53,263		51,421
2015 Omnibus Equity Incentive Plan [Member] \| Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options exercisable period		10 years
2006 Stock Incentive Plan [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total number of shares reserved for issuance under plan		259
Total number of options outstanding					103		103

Investments and Fair Value Instruments - Summary of Amortized Cost and Fair Value of Investment Securities Portfolio (Detail) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	$ 20,501	$ 18,620
Unrealized Gains	0	0
Unrealized Losses	0	0
Estimated Fair Value	20,501	18,620
Cash Equivalents [Member] \| Money Market Funds [Member]
Schedule Of Available For Sale Securities [Line Items]
Amortized Cost	20,501	18,620
Unrealized Gains	0	0
Unrealized Losses	0	0
Estimated Fair Value	$ 20,501	$ 18,620

Net Loss per Share - Summary of Securities Not Included in Diluted Per Share Calculations (Detail) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the diluted per share calculations, amount	1,820,494	326,490
Option to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the diluted per share calculations, amount	61,844	42,739
Warrants to Purchase Common Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the diluted per share calculations, amount	268,698	283,751
Preferred Investment Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities not included in the diluted per share calculations, amount	1,489,952	0

Description of Business and Basis of Presentation	3 Months Ended
Description of Business and Basis of Presentation	Mar. 31, 2023
Accounting Policies [Abstract]
Description of Business and Basis of Presentation	1. Description of Business and Basis of Presentation Organization Arcadia Biosciences, Inc. (the "Company," "Arcadia" or "management"), was incorporated in Arizona in 2002 and maintains its headquarters in Dallas, Texas, with additional office space in Davis, California, and additional facilities in American Falls, Idaho. The Company was reincorporated in Delaware in March 2015. The Company is a producer and marketer of innovative, plant-based food and beverage products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients, has laid the foundation for its path forward. The Company used advanced breeding techniques to develop these proprietary innovations which are now being commercialized through the sales of seed and grain, as well as food ingredients and products. The acquisition of the assets of Live Zola, LLC (“Zola”) added coconut water to the Company's portfolio of products. In May 2021, the Company’s wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”) acquired the businesses of Eko, Lief, and Zola. The acquisition included consumer CBD brands like Soul Spring™, a CBD-infused botanical therapy brand in the natural category, Saavy Naturals™, a line of natural body care products and ProVault™, a CBD-infused sports performance formula made with natural ingredients, providing effective support and recovery for athletes. Also included in the purchase is Zola, a coconut water sourced exclusively with sustainably grown coconuts from Thailand. In July 2022, the Company licensed Saavy Naturals™ to Radiance Beauty and Wellness, Inc. ("Radiance Beauty"). In August 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 6) to grow, extract, and sell hemp products. The partnership Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic expertise and resources with Legacy’s experience in hemp extraction and sales. In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market. 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. In November 2020, Arcadia sold its membership interest in Verdeca to Bioceres in a transaction in which Arcadia received cash, shares of Bioceres stock and a royalty stream of up to $10.0 million on sales of Haab 4 soybeans (“HB4”) soybean. An additional $2.0 million in cash is to be paid upon achievement by Verdeca of reaching commercial plantings of at least 200,000 hectares of HB4 or China approving the HB4 soybean trait for “food and feed”. During 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 condensed consolidated statements of operations and comprehensive loss. As of March 31, 2023, the Company received payment of $1.5 million with the remaining $0.5 million in accounts receivable and other receivables, which the Company anticipates to receive over the next three months pursuant to the agreement. Reverse Stock Split In February 2023, the Company’s board of directors approved a reverse split of 40:1 on the Company’s issued and outstanding common stock. On February 15, 2023, the Company’s stockholders approved the certificate of amendment, which the Company filed on February 27, 2023 with the Secretary of State of Delaware to effect the reverse split on March 1, 2023. As a result of the reverse stock split, additional shares of common stock of 19,092 were issued in lieu of fractional shares. All issued and outstanding common stock, options to purchase common stock and per share amounts contained in the condensed consolidated financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented. Basis of Presentation and Principles of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared 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 accompanying unaudited condensed consolidated financial statements include the accounts of the Company, Arcadia Wellness, and Archipelago. 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 Archipelago, a joint venture, as it has a controlling interest in Archipelago. Accordingly, the Company consolidates Archipelago in the condensed consolidated financial statements after eliminating intercompany transactions. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage of Archipelago. Net loss attributable to non-controlling interest of $122,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for the three months ended March 31, 2022. There was minimal activity during the three months ended March 31, 2023. The non-controlling partner’s equity interests are presented as non-controlling interests on the condensed consolidated balance sheets. 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 condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 30, 2023. Liquidity, Capital Resources, and Going Concern The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings. As of March 31, 2023, the Company had an accumulated deficit of $267.2 million, and cash and cash equivalents of $23.0 million. For the three months ended March 31, 2023, the Company had a net loss of $9.4 million and net cash used in operations of $3.5 million. For the twelve months ended December 31, 2022, the Company had net losses of $15.6 million and net cash used in operations of $14.0 million. With cash and cash equivalents of $23.0 million as of March 31, 2023, the Company believes that its existing cash and cash equivalents will not be sufficient to meet its anticipated cash requirements for at least the next 12-18 months from the issuance date of these financial statements, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. 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 requires additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned product launches. Any of these actions could materially harm the business, results of operations and financial condition.

Investments and Fair Value Instruments - Summary of Changes in Fair Value and Other Adjustments of Liabilities (Detail) - Level 3 [Member] $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 2,806
Initial recognition	6,810
Change in fair value and other adjustments	(755)
Ending Balance	8,861
March 2023 Options - Series A [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	0
Initial recognition	4,324
Change in fair value and other adjustments	(530)
Ending Balance	3,794
March 2023 Options - Series B [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	0
Initial recognition	2,274
Change in fair value and other adjustments	(69)
Ending Balance	2,205
March 2023 Placement Agent Options [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	0
Initial recognition	212
Change in fair value and other adjustments	(29)
Ending Balance	183
August 2022 Options [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	767
Initial recognition	0
Change in fair value and other adjustments	(111)
Ending Balance	656
August 2022 Placement Agent Options [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	39
Initial recognition	0
Change in fair value and other adjustments	(16)
Ending Balance	23
Contingent Liabilities [Member]
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items]
Beginning Balance	2,000
Initial recognition	0
Change in fair value and other adjustments	0
Ending Balance	$ 2,000

Leases

3 Months Ended

Mar. 31, 2023

Lessee Disclosure [Abstract]

Leases

8. Leases

Operating Leases

As of March 31, 2023, the Company leases office space in Dallas, TX and Davis, CA as well as additional buildings, land and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these short-term leases on a straight-line basis. The Company subleases a portion of the Davis office lease to third parties. In 2022, the Company terminated its lease for office space in Chesterfield, MO effective September 30, 2022. The original lease term was scheduled to expire in May 2024. As a result, the Company paid $47,000 in early termination fees. In addition, the Company subleased the facility in Chatsworth, CA to Radiance Beauty as part of the licensing agreement beginning November 1, 2022 for the remainder of the lease term. During 2022, the Company entered into an agreement to lease office space in Dallas, TX. The lease commenced in July 2022.

Some leases (the Dallas and Davis offices, a warehouse, and a copy machine) include one or more options to renew, with renewal terms that can extend the lease term from one to six years. The exercise of lease renewal options is at the Company’s sole discretion.

The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or material restrictive covenants. Leases consisted of the following (in thousands):


Leases	Classification	March 31, 2023		December 31, 2022
Assets
Operating lease assets	Right of use asset	$	1,618	$	1,848
Total leased assets		$	1,618	$	1,848
Liabilities
Current - Operating	Operating lease liability- current	$	1,014	$	1,010
Noncurrent - Operating	Operating lease liability- noncurrent		760		1,007
Total leased liabilities		$	1,774	$	2,017


Lease Cost	Classification	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Operating lease cost	SG&A and R&D Expenses	$	191		$	276
Short term lease cost	SG&A Expenses		3			3
Sublease income (1)	SG&A and R&D Expenses		(108	)		(87	)
Net lease cost		$	86		$	192

(1)

Sublease income is recorded as a reduction to lease expense.


Lease Term and Discount Rate	March 31, 2023			December 31, 2022
Weighted-average remaining lease term (years)		2.2			2.4
Weighted-average discount rate		6.4	%		6.0	%

Stock-Based Compensation and Employee Stock Purchase Program - Summary of Activity Under Stock Incentive Plans (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Shares Subject to Outstanding, Beginning Balance	60,002
Shares Subject to Outstanding, Options granted	2,700
Shares Subject to Outstanding, Options exercised	0
Shares Subject to Outstanding, Options Forfeited	(858)
Shares Subject to Outstanding, Options Expired	0
Shares Subject to Outstanding, Ending Balance	61,844
Shares Subject to Outstanding, Vested and expected to vest	56,615
Shares Subject to Outstanding, Exercisable	25,725
Weighted-Average Exercise Price Per Share, Outstanding Beginning Balance	$ 114.80
Weighted-Average Exercise Price Per Share, Options granted	11.17
Weighted-Average Exercise Price Per Share, Options exercised	0
Weighted-Average Exercise Price Per Share, Options forfeited	47.06
Weighted-Average Exercise Price Per Share, Options expired	0
Weighted Average Exercise Price Per Share, Outstanding Ending Balance	110.91
Weighted Average Exercise Price Per Share, Vested and expected to vest	116.59
Weighted Average Exercise Price Per Share, Exercisable	$ 194.30
Aggregate Intrinsic Value, Beginning Balance	$ 0
Aggregate Intrinsic Value, Options Granted	0
Aggregate Intrinsic Value, Options Exercised	0	$ 0
Aggregate Intrinsic Value, Options Forfeited	39,054,000.00
Aggregate Intrinsic Value, Options Expired	0
Aggregate Intrinsic Value, Ending Balance	0
Aggregate Intrinsic Value, Vested and expected to vest	0
Aggregate Intrinsic Value, Exercisable	$ 0

Leases (Tables)

3 Months Ended

Mar. 31, 2023

Lessee Disclosure [Abstract]

Schedule of Leases

Leases consisted of the following (in thousands):


Leases	Classification	March 31, 2023		December 31, 2022
Assets
Operating lease assets	Right of use asset	$	1,618	$	1,848
Total leased assets		$	1,618	$	1,848
Liabilities
Current - Operating	Operating lease liability- current	$	1,014	$	1,010
Noncurrent - Operating	Operating lease liability- noncurrent		760		1,007
Total leased liabilities		$	1,774	$	2,017


Lease Cost	Classification	Three Months Ended March 31, 2023			Three Months Ended March 31, 2022
Operating lease cost	SG&A and R&D Expenses	$	191		$	276
Short term lease cost	SG&A Expenses		3			3
Sublease income (1)	SG&A and R&D Expenses		(108	)		(87	)
Net lease cost		$	86		$	192

(1)

Sublease income is recorded as a reduction to lease expense.


Lease Term and Discount Rate	March 31, 2023			December 31, 2022
Weighted-average remaining lease term (years)		2.2			2.4
Weighted-average discount rate		6.4	%		6.0	%

Warrants and Options - Summary of Warrants Issued to Purchase Common Stock (Parenthetical) (Detail)	3 Months Ended
	Mar. 31, 2023
January 2021 Service and Performance Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant expiration month and year	2023-03
March 2020 Service and Performance Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant expiration month and year	2023-03
March 2018 Placement Agent Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant expiration month and year	2023-03
March 2018 Warrants [Member]
Class of Warrant or Right [Line Items]
Warrant expiration month and year	2023-03

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues:
Total revenues	$ 1,509,000	$ 3,220,000
Operating expenses (income):
Cost of revenues	825,000	3,458,000
Research and development	359,000	395,000
Change in fair value of contingent consideration	0	(31,000)
Gain on sale of property and equipment	(19,000)	(328,000)
Selling, general and administrative	4,392,000	4,349,000
Total operating expenses	5,557,000	7,843,000
Loss from operations	(4,048,000)	(4,623,000)
Interest income (expense)	198,000	(1,000)
Other income, net	32,000	14,000
Valuation loss on March 2023 PIPE	(6,076,000)	0
Change in fair value of common stock warrant and option liabilities	940,000	0
Issuance and offering costs allocated to liability classified options	(430,000)	0
Net loss	(9,384,000)	(4,610,000)
Net loss attributable to non-controlling interest	0	(122,000)
Net loss attributable to common stockholders	$ (9,384,000)	$ (4,488,000)
Net loss per share attributable to common stockholders:
Basic net loss per share attributable to common stockholders:	$ (10.86)	$ (8.09)
Diluted net loss per share attributable to common stockholders:	$ (10.86)	$ (8.09)
Weighted-average number of shares used in per share calculations:
Weighted average shares - Basic	864,391	554,675
Weighted average shares - Diluted	864,391	554,675
Product
Revenues:
Total revenues	$ 1,509,000	$ 3,170,000
Royalty
Revenues:
Total revenues	$ 0	$ 50,000

Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Tax Disclosure [Abstract]
Federal statutory tax rate	21.00%
Effective tax rate	0.00%	0.00%
Uncertain tax positions	$ 0

Inventory (Tables)

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Summary of Inventories

Inventories, net consist of the following (in thousands):


	March 31, 2023		December 31, 2022
Raw materials	$	582	$	610
Goods in process		114		—
Finished goods		2,655		2,728
Inventories	$	3,351	$	3,338

Warrants and Options - Summary of Key Terms and Activity of Liability Classified Preferred Investment Options (Detail) - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
March 2023 Options - Series A [Member]
Option Indexed to Issuer's Equity [Line Items]
Issuance Date	2023-03
Term	5 years
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	666,334	0
March 2023 Options - Series B [Member]
Option Indexed to Issuer's Equity [Line Items]
Issuance Date	2023-03
Term	1 year 6 months
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	666,334	0
March 2023 Placement Agent Options [Member]
Option Indexed to Issuer's Equity [Line Items]
Issuance Date	2023-03
Term	5 years
Exercise Price Per Share	$ 11.25
Exercised during the period	0	0
Outstanding	33,317	0
August 2022 Options [Member]
Option Indexed to Issuer's Equity [Line Items]
Issuance Date	2022-08
Term	5 years
Exercise Price Per Share	$ 9.00
Exercised during the period	0	0
Outstanding	118,063	118,063
August 2022 Placement Agent Options [Member]
Option Indexed to Issuer's Equity [Line Items]
Issuance Date	2022-08
Term	5 years
Exercise Price Per Share	$ 52.80
Exercised during the period	0	0
Outstanding	5,904	5,904
March 2023, August 2022 Options and Placement Agent Options [Member]
Option Indexed to Issuer's Equity [Line Items]
Exercised during the period	0	0
Outstanding	1,489,952	123,967

Investments and Fair Value Instruments

3 Months Ended

Mar. 31, 2023

Investments And Fair Value Instruments [Abstract]

Investments and Fair Value Instruments

5. Investments and Fair Value Instruments

Investments

The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized and realized gains and losses are recognized as other income in the condensed consolidated statements of operations and comprehensive loss.

The following tables summarize the amortized cost and fair value of the investment securities portfolio at March 31, 2023 and December 31, 2022.


(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
March 31, 2023
Cash equivalents:
Money market funds	$	20,501	$	—	$	—	$	20,501
Total Assets at Fair Value	$	20,501	$	—	$	—	$	20,501


(Dollars in thousands)	Amortized Cost		Unrealized Gains		Unrealized Losses		Estimated Fair Value
December 31, 2022
Cash equivalents:
Money market funds	$	18,620	$	—	$	—	$	18,620
Total Assets at Fair Value	$	18,620	$	—	$	—	$	18,620

The Company did not have any investment categories that were in a continuous unrealized loss position for more than twelve months as of March 31, 2023.

Fair Value Measurement

The fair value of the investment securities at March 31, 2023 were as follows:


	Fair Value Measurements at March 31, 2023
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at Fair Value
Cash equivalents:
Money market funds	$	20,501	$	—	$	—	$	20,501
Total Assets at Fair Value	$	20,501	$	—	$	—	$	20,501

The fair value of the investment securities at December 31, 2022 were as follows:


	Fair Value Measurements at December 31, 2022
(Dollars in thousands)	Level 1		Level 2		Level 3		Total
Assets at Fair Value
Cash equivalents:
Money market funds	$	18,620	$	—	$	—	$	18,620
Total Assets at Fair Value	$	18,620	$	—	$	—	$	18,620

The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2023 or 2022. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable and other receivables, accounts payable and accrued liabilities. For accounts receivable and other receivables, accounts payable and accrued liabilities, the carrying amounts of these financial instruments as of March 31, 2023 and December 31, 2022 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 consist of a contingent liability resulting from the Anawah, Inc. ("Anawah") acquisition as described in Note 13, as well as preferred investment options related to the March 2023 Private Placement and August 2022 Registered Direct offerings described in Note 9.

The contingent liability related to the Anawah acquisition was measured and recorded on a recurring basis as of March 31, 2023 and December 31, 2022, using unobservable inputs, namely the Company’s ability and intent to pursue certain specific products developed using technology acquired in the purchase. A significant deviation in the Company’s ability and/or intent to pursue the technology acquired in the purchase could result in a significantly lower (higher) fair value measurement.

The preferred investment option liabilities were measured and recorded on a recurring basis using the Black-Scholes Model with the following assumptions as of March 31, 2023 and December 31, 2022:


	March 2023 Options - Series A & March 2023 Placement Agent Options					March 2023 Options - Series B					August 2022 Options & August 2022 Placement Agent Options
	March 31, 2023			December 31, 2022		March 31, 2023			December 31, 2022		March 31, 2023			December 31, 2022
Remaining term (in years)		4.92			—		1.42			—		4.42			4.67
Expected volatility		106.7	%		—		106.8	%		—		108.8	%		106.2	%
Risk-free interest rate		3.6	%		—		4.4	%		—		3.7	%		4.0	%
Expected dividend yield		0	%		—		0	%		—		0	%		0	%

The significant input used in the fair value measurement of the Company’s Level 3 options liabilities is volatility. A significant increase (decrease) in volatility could result in a significantly higher (lower) fair value measurement.

The following table sets forth the establishment of the Company’s Level 3 liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands):



(Dollars in thousands)	March 2023 Options - Series A			March 2023 Options - Series B			March 2023 Placement Agent Options			August 2022 Options			August 2022 Placement Agent Options			Contingent Liabilities		Total
Balance as of December 31, 2022	$	—		$	—		$	—		$	767		$	39		$	2,000	$	2,806
Initial recognition		4,324			2,274			212			—			—			—		6,810
Change in fair value and other adjustments		(530	)		(69	)		(29	)		(111	)		(16	)		—		(755	)
Balance as of March 31, 2023	$	3,794		$	2,205		$	183		$	656		$	23		$	2,000	$	8,861

Assets classified as held for sale are recorded at fair value as of March 31, 2023. The Company has classified the fair value measurements as a Level 3 measurement in the fair value hierarchy as the fair value has been estimated using publicly available prices for some of the assets, and business partners' estimates for assets with prices not readily available, due to the relatively small size of the industry in which they can be used.

Net Loss per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss per Share

14. 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 the Company had net losses during the three months ended March 31, 2023 and 2022, all potentially dilutive common shares were determined to be anti-dilutive.

Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares):


	For the Three Months Ended March 31,
	2023		2022
Options to purchase common stock		61,844		42,739
Warrants to purchase common stock		268,698		283,751
Preferred investment options		1,489,952		—
Total		1,820,494		326,490

Collaborative Arrangements

3 Months Ended

Mar. 31, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Collaborative Arrangements

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 Corteva AgriScience (“Corteva”) and involves a joint operating activity where both Arcadia and Corteva are active participants in the activities of the collaboration. Arcadia and Corteva participate in the research and development, and Arcadia has the primary responsibility for the intellectual property strategy while Corteva 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.

Inventory - Additional Information (Detail) - USD ($)	3 Months Ended
Inventory - Additional Information (Detail) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Inventory Disclosure [Abstract]
Write-down of inventories	$ 23,000	$ 368,000

Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2023

Accounting Changes and Error Corrections [Abstract]

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. 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. In November 2019, the FASB issued ASU No. 2019-10, which defers the effective date of ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company adopted ASU No. 2016-13 on January 1, 2023 with an immaterial impact on the Company’s disclosures.

- Definition

The entire disclosure for change in accounting principle. Includes, but is not limited to, nature, reason, and method of adopting amendment to accounting standards or other change in accounting principle.

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+ Details

Recent Accounting Pronouncements - Additional Information (Detail) - Accounting Standards Update 2016-13 [Member]	Jan. 01, 2023
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, adoption date	Jan. 01, 2023
Change in accounting principle, accounting standards update, immaterial effect [true false]	true

- Definition

Indicates (true false) whether accounting standards update was adopted.

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- Definition

Date accounting standards update was adopted, in YYYY-MM-DD format.

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+ Details

Related-Party Transactions

3 Months Ended

Mar. 31, 2023

Related-Party Transactions

15. Related-Party Transactions

The Company’s related parties include Moral Compass Corporation (“MCC”) and the John Sperling Foundation (“JSF”). The rights to the intellectual property owned by Blue Horse Labs, Inc. (“BHL”) were assigned to its sole shareholder, the John Sperling Revocable Trust (“JSRT”) due to BHL’s dissolution and then subsequently to the JSF. The JSF is deemed a related party of the Company because MCC, the Company’s largest stockholder, and the JSF share common officers and directors.

JSF 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 JSF were $15,000 and $48,000 as of March 31, 2023 and December 31, 2022, respectively, and are included in the condensed consolidated balance sheets as amounts due to related parties.

Inventory

3 Months Ended

Mar. 31, 2023

Inventory Disclosure [Abstract]

Inventory

3. Inventory

Inventory costs are tracked on a lot-identified basis and are included as cost of revenues when sold. Inventories are stated at the lower of cost or net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value. The write-downs to inventory are included in cost of revenues and are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The Company recorded a write-down of $23,000 related to packaging materials during the three months ended March 31, 2023. The Company recorded write-downs of wheat and body care inventories of $368,000 during the three months ended March 31, 2022. If there are significant changes in demand and market conditions, substantial future write-downs of inventory may be required, which would materially increase the Company’s expenses in the period the write down is taken and materially affect the Company’s operating results.

Inventories, net consist of the following (in thousands):


	March 31, 2023		December 31, 2022
Raw materials	$	582	$	610
Goods in process		114		—
Finished goods		2,655		2,728
Inventories	$	3,351	$	3,338

Stock-Based Compensation and Employee Stock Purchase Program - Weighted-Average Fair Value Assumption of Stock Option Awards (Detail) - Employee Stock Option [Member]	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (years)	5 years 10 months 6 days	6 years 29 days
Expected volatility	124.00%	120.00%
Risk-free interest rate	3.79%	1.68%
Dividend yield	0.00%	0.00%

Equity Financing - Additional Information (Detail) - USD ($)			1 Months Ended		3 Months Ended
	Mar. 06, 2023	Aug. 16, 2022	Mar. 31, 2023	Aug. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Jan. 31, 2021	Dec. 31, 2020	Jul. 31, 2020	May 31, 2020	Sep. 30, 2019
Class Of Warrant Or Right [Line Items]
Change in fair value of common stock warrant and option liabilities					$ 940,000	$ 0
Maximum [Member]
Class Of Warrant Or Right [Line Items]
Proceeds from issuance, aggregate offering prices					50,000,000.0
Common Stock and Pre-Funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Remaining offering costs allocated to common stock and offset to additional paid in capital	$ 330,000	$ 365,000
August 2022 Purchase Agreement [Member]
Class Of Warrant Or Right [Line Items]
Shares of common stock issued				61,250
Offering closing period				Aug. 16, 2022
August 2022 Purchase Agreement [Member] \| Pre Funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Warrant issued, shares of common stock called by warrant				56,813
Warrants issued, exercise price				$ 0.004
August 2022 Purchase Agreement [Member] \| Preferred Investment Options [Member]
Class Of Warrant Or Right [Line Items]
Shares of common stock issued				118,063
Exercise price				$ 37.35
Proceeds from issuance of common stock, pre-funded warrants and preferred investment options from March 2023 PIPE				$ 5,000,000.0
Warrants expiration period				5 years
March 2023 Placement Agent Options [Member]
Class Of Warrant Or Right [Line Items]
Issuance costs allocated to liability preferred options	$ 430,000
March 2023 Options and March 2023 Placement Agent Options [Member]
Class Of Warrant Or Right [Line Items]
Expected volatility	128.55%
Stock price	$ 7.61
Risk-free interest rate	4.27%
March 2023 Options and March 2023 Placement Agent Options [Member] \| Series B Preferred Investment Options [Member]
Class Of Warrant Or Right [Line Items]
Expected volatility	103.33%
Stock price	$ 7.61
Risk-free interest rate	4.97%
August 2022 Options and August 2022 Placement Agent Options [Member]
Class Of Warrant Or Right [Line Items]
Expected volatility		128.46%
Stock price		$ 37.60
Risk-free interest rate		2.97%
Expected term		5 years
August 2022 Placement Agent Options [Member]
Class Of Warrant Or Right [Line Items]
Fair value assumptions, value		$ 191,000
Offering costs		488,000
Issuance costs allocated to liability preferred options		314,000
August 2022 Placement Agent Options [Member] \| Warrants [Member]
Class Of Warrant Or Right [Line Items]
Offering costs		$ 679,000
August 2022 Placement Agent Options [Member] \| August 2022 Purchase Agreement [Member] \| Warrants [Member]
Class Of Warrant Or Right [Line Items]
Warrant issued, shares of common stock called by warrant				5,904
Warrants issued, exercise price				$ 52.80
Warrant, exercisable term				5 years
March 2023 Options [Member]
Class Of Warrant Or Right [Line Items]
Estimated fair value of liability options	$ 6,600,000
March 2023 Private Placement [Member] \| March 2023 Purchase Agreement [Member]
Class Of Warrant Or Right [Line Items]
Shares of common stock issued			165,500
Offering costs					$ 548,000
March 2023 Private Placement [Member] \| March 2023 Purchase Agreement [Member] \| Series A Preferred Investment Options [Member]
Class Of Warrant Or Right [Line Items]
Shares of common stock issued			666,334
Exercise price			$ 9.00		$ 9.00
Options expiration period			5 years
March 2023 Private Placement [Member] \| March 2023 Purchase Agreement [Member] \| Series A and B Preferred Investment Options [Member]
Class Of Warrant Or Right [Line Items]
Shares of common stock issued			666,334
Exercise price			$ 9.00		$ 9.00
Proceeds from issuance of common stock and warrants gross					$ 6,000,000.0
March 2023 Private Placement [Member] \| March 2023 Purchase Agreement [Member] \| Series B Preferred Investment Options [Member]
Class Of Warrant Or Right [Line Items]
Options expiration period			1 year 6 months
March 2023 Private Placement [Member] \| March 2023 Purchase Agreement [Member] \| Pre Funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Warrant issued, shares of common stock called by warrant			500,834		500,834
Warrants issued, exercise price			$ 0.0001		$ 0.0001
March 2023 Private Placement [Member] \| March 2023 Purchase Agreement [Member] \| Common Stock and Pre-Funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Fair value of common stock and pre-funded warrants	5,100,000
March 2023 Private Placement [Member] \| Option Amendment Agreements [Member] \| Preferred Investment Options [Member]
Class Of Warrant Or Right [Line Items]
Warrant issued, shares of common stock called by warrant			178,132		178,132
March 2023 Private Placement [Member] \| Option Amendment Agreements [Member] \| Warrants [Member]
Class Of Warrant Or Right [Line Items]
Warrants issued, exercise price			$ 9.00	$ 37.35	$ 9.00		$ 125.20	$ 120.00	$ 154.00	$ 191.00	$ 300.80
March 2023 Private Placement [Member] \| March 2023 Placement Agent Options [Member] \| Preferred Investment Options [Member]
Class Of Warrant Or Right [Line Items]
Shares of common stock issued			33,317
March 2023 Private Placement [Member] \| March 2023 Placement Agent Options [Member] \| March 2023 Purchase Agreement [Member]
Class Of Warrant Or Right [Line Items]
Common stock options issued to placement agent and included in offering costs					$ 212,000
March 2023 Private Placement [Member] \| March 2023 Placement Agent Options [Member] \| March 2023 Purchase Agreement [Member] \| Warrants [Member]
Class Of Warrant Or Right [Line Items]
Warrant modification included in valuation loss					$ 404,000
March 2023 Private Placement [Member] \| March 2023 Placement Agent Options [Member] \| Option Amendment Agreements [Member]
Class Of Warrant Or Right [Line Items]
Exercise price			$ 11.25		$ 11.25
Warrant, exercisable term					5 years
March 2023 Private Placement [Member] \| August 2022 Placement Agent Options [Member] \| August 2022 Purchase Agreement [Member] \| Warrants [Member]
Class Of Warrant Or Right [Line Items]
Warrant modification included in valuation loss					$ 185,000
March 2023 Private Placement [Member] \| March 2023 Options [Member] \| March 2023 Purchase Agreement [Member] \| Common Stock and Pre-Funded Warrants [Member]
Class Of Warrant Or Right [Line Items]
Estimated fair value, loss	$ 5,700,000

Income Taxes

3 Months Ended

Mar. 31, 2023

Income Tax Disclosure [Abstract]

Income Taxes

12. 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 is different from the amounts computed by applying the United States federal statutory income tax rate of 21%. The Company’s effective tax rate was 0.00% for each of the three months ended March 31, 2023 and 2022. 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.

During the three months ended March 31, 2023, there were no material changes to the Company’s uncertain tax positions.

In February 2023, the Company received notification from the Internal Revenue Service that our Archipelago joint venture was selected for audit for the 2021 tax year. The Opening Conference was held on April 24, 2023. Management received the IRS agent’s Initial Document Request in April 2023. The Company is currently not under audit for state purposes.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Property and Equipment, Net - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Property Plant And Equipment [Line Items]
Depreciation expense	$ 71,000	$ 149,000
Property and equipment, gross	3,466,000		$ 3,515,000
Gain on sale of property and equipment	19,000	328,000
Proceeds from sale of property and equipment	30,000	$ 787,000
Property and equipment classified as assets held for sale, fair value	87,000		87,000
Construction in Progress [Member]
Property Plant And Equipment [Line Items]
Property and equipment, gross	$ 10,000		$ 10,000

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2023

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment, Net

Property and equipment, net consisted of the following (in thousands):


	March 31, 2023			December 31, 2022
Laboratory equipment	$	630		$	679
Software and computer equipment		407			407
Machinery and equipment		450			450
Furniture and fixtures		83			83
Vehicles		306			306
Leasehold improvements		1,590			1,590
Property and equipment, gross		3,466			3,515
Less: accumulated depreciation and amortization		(2,844	)		(2,811	)
Property and equipment, net	$	622		$	704

Collaborative Arrangements - Additional Information (Detail)	1 Months Ended
	Aug. 31, 2017
Collaborative Arrangements [Member]
Collaborative Arrangements And Noncollaborative Arrangement Transactions [Line Items]
Contractual agreement month and year	2017-08

Investments and Fair Value Instruments - Summary of Preferred Investment Option Liabilities Measured and Recorded on Recurring Basis using Black-Scholes Model (Detail) - Level 3 [Member]	Mar. 31, 2023	Dec. 31, 2022
Remaining Term [Member] \| March 2023 Options - Series A & March 2023 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining term (in years)	4 years 11 months 1 day	0 years
Remaining Term [Member] \| March 2023 Options - Series B [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining term (in years)	1 year 5 months 1 day	0 years
Remaining Term [Member] \| August 2022 Options & August 2022 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Remaining term (in years)	4 years 5 months 1 day	4 years 8 months 1 day
Expected Volatility [Member] \| March 2023 Options - Series A & March 2023 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	106.7	0
Expected Volatility [Member] \| March 2023 Options - Series B [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	106.8	0
Expected Volatility [Member] \| August 2022 Options & August 2022 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	108.8	106.2
Risk-Free Interest Rate [Member] \| March 2023 Options - Series A & March 2023 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	3.6	0
Risk-Free Interest Rate [Member] \| March 2023 Options - Series B [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	4.4	0
Risk-Free Interest Rate [Member] \| August 2022 Options & August 2022 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	3.7	4.0
Expected Dividend Yield [Member] \| March 2023 Options - Series A & March 2023 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	0	0
Expected Dividend Yield [Member] \| March 2023 Options - Series B [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	0	0
Expected Dividend Yield [Member] \| August 2022 Options & August 2022 Placement Agent Options [Member]
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis Valuation Techniques [Line Items]
Preferred investment options liability, measurement input	0	0