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Verdeca-BIOX Transactions
12 Months Ended
Dec. 31, 2020
Equity Method Investments And Joint Ventures [Abstract]  
Verdeca-BIOX Transactions

Note 9. Verdeca-BIOX Transactions

In February 2012, the Company formed Verdeca, which was equally owned with Bioceres. Verdeca was formed to develop and deregulate soybean varieties using both partners’ agricultural technologies.

On November 12, 2020, the Company entered into a Master Transaction Agreement with Bioceres Crop Solutions Corp. (“BIOX”) pursuant to which (i) the Company sold all of its memberships interests it owned in Verdeca to BIOX, and (ii) the Company and BIOX entered into a license agreement for certain intellectual property rights, including rights to the Company’s HB4 soybean trait and its GoodWheat portfolio of specialty wheat products in South and Central America. Prior to the transaction, Verdeca was equally owned by the Company and a wholly-owned subsidiary of BIOX.

In consideration for the sale of the membership interests in Verdeca and entering into the license agreement, on November 12, 2020, BIOX paid the Company $5,000,000 in cash and issued the Company 1,875,000 shares of BIOX common stock. BIOX will also pay the Company an additional (i) $1,000,000 payable in five equal monthly payments beginning on December 12, 2020 for transaction expenses and fees and (ii) $2,000,000 payable in four equal quarterly payments with the first payment commencing within thirty days of either BIOX reaching commercial plantings of at least 200,000 hectares of Haab 4 soybeans (“HB4”) or if China approves the HB4 soybean trait for “food and feed”. In addition to the above payments, BIOX will also pay the Company quarterly royalty payments equal to six percent (6%) of the net revenues BIOX or its affiliates receive from HB4 soybean sales and twenty five percent (25%) of the net revenues BIOX or its affiliates receive from sales of licensed wheat products; provided that royalty payments for HB4 soybeans shall not exceed $10,000,000. The total amount of fixed consideration agreed upon as of the date of the transaction was $16,968,750. The fixed consideration was allocated based on estimates of the stand-alone selling prices. A fixed consideration in the amount of $10,288,000, including $6,650,000 of corporate securities received, has been allocated to the sale of the membership interest in Verdeca and resulted in a gain of $8,814,000 recorded on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. Inventory with a carrying value of $1,474,000 was derecognized in connection with the sale of the membership interest in Verdeca. A fixed consideration in the amount of $6,680,000, including $4,318,000 of corporate securities received, has been allocated to the sale of intellectual property rights and has been recorded as license revenues on the consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. As of December 31, 2020, the Company has $800,000 recorded within accounts receivable on its consolidated balance sheets related to this transaction. Any future proceeds from the agreement will be allocated in the same proportion.

The Company agreed not to sell or transfer any shares of BIOX common stock it received in this transaction for a period of 180 days without the prior written consent of BIOX, subject to certain exceptions allowing the Company to pledge shares to a lender as collateral.