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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 20, 2025

 

 

Arcadia Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-37383

81-0571538

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

5950 Sherry Lane

Suite 215

 

Dallas, Texas

 

75225

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 214 974-8921

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common

 

RKDA

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 


Item 2.02 Results of Operations and Financial Condition.

On March 20, 2025 Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and year ended December 31, 2024. A copy of the press release is furnished as Exhibit 99.1, and the Company's annual financial information tables are furnished as Exhibit 99.2, to this Current Report on Form 8-K and are incorporated herein by reference.

 

The information furnished in this Form 8-K, the press release attached as Exhibit 99.1, and the financial information attached as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02, in the press release attached as Exhibit 99.1, and in the financial information attached as Exhibit 99.2, shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

 

No Offer or Solicitation

As previously reported on a Report on Form 8-K filed by the Company with the Securities and Exchange Commission ("SEC") on December 6, 2024, on December 4, 2024, the Company, Roosevelt Resources, LP, a Texas limited partnership (“Roosevelt”), and certain other parties entered into a Securities Exchange Agreement (the “Exchange Agreement”) providing for the combination of the two companies in an all-stock transaction. Under the terms of the Exchange Agreement, at the closing of the transactions contemplated by the Exchange Agreement, Arcadia will issue to the partners of Roosevelt shares of Arcadia common stock in exchange for all of the equity interests in Roosevelt.

This Report, including the information contained herein and the exhibits filed or furnished herewith, is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, no offer will be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

Additional Information for Stockholders

In connection with the proposed transaction, Arcadia intends to file relevant materials with the SEC and initially filed a Registration Statement on Form S-4 (the “Registration Statement”) that includes a preliminary proxy statement/prospectus, on February 14, 2025. After the Registration Statement is declared effective by the SEC, Arcadia intends to mail a definitive proxy statement/prospectus to the stockholders of Arcadia. This Report is not a substitute for the proxy statement/prospectus or the Registration Statement or for any other document that Arcadia may file with the SEC and send to Arcadia’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ARCADIA ARE URGED TO CAREFULLY AND THOROUGHLY READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY ARCADIA WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCADIA, ROOSEVELT, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors will be able to obtain free copies of the Registration Statement and proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Arcadia with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Arcadia will be available free of charge from Arcadia’s website at www.arcadiabio.com under the “Investors” tab. In addition, investors and stockholders should note that Arcadia communicates with investors and the public using its website (www.arcadiabio.com) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Arcadia with the SEC. Stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transactions.

Participants in the Proxy Solicitation

Arcadia, Roosevelt and their respective directors, partners and certain of their officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Arcadia’s stockholders in connection with the proposed transactions.


Information regarding the officers and directors of Arcadia is included in Arcadia’s most recent Annual Report on Form 10-K, as amended, filed with the SEC, including any information incorporated therein by reference, its definitive proxy statement for its 2024 annual meeting filed with the SEC on May 16, 2024, and in the Registration Statement initially filed with the SEC on February 14, 2025, and any amendments thereto as filed with the SEC. Additional information regarding such persons, as well as information regarding Roosevelt’s directors, managers and officers and other persons who may be deemed participants in the proposed transaction, will be set forth in the Registration Statement and proxy statement/prospectus, and any amendments thereto, and other materials, when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained from the sources indicated above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Arcadia Biosciences Announces Fourth-Quarter and Full Year 2024 Financial Results and Business Highlights

99.2

Arcadia Biosciences Full Year 2024 Financial Information

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

ARCADIA BIOSCIENCES, INC.

 

 

 

 

Date:

March 20, 2025

By:

/s/ MARK KAWAKAMI

 

 

 

Mark Kawakami, Chief Financial Officer

 


EX-99.1 2 rkda-ex99_1.htm EX-99.1 EX-99.1

 

 

img192114479_0.jpg

Arcadia Biosciences (RKDA) Announces Fourth-Quarter and Full-Year 2024 Financial Results and Business Highlights

-- Year-over-year revenues grew 56% in Q4 and 13% for full year --

-- Zola® year-over-year revenues increased 124% in Q4 and 46% for full year --

-- Company plans business combination with Roosevelt Resources, Inc. --

DALLAS, Texas (March 20, 2025) – Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative, plant-based health and wellness products, today released its financial and business results for the fourth quarter and full year of 2024.

“We are extremely pleased with the progress we made in 2024, particularly in the second half of the year following the sale of our GoodWheatTM assets,” said T.J. Schaefer, president and CEO. “Our focus on Zola® coconut water led to 80 percent revenue growth for the brand in the back half of the year and drove total Arcadia revenue growth above 30 percent. At the same time revenue growth was accelerating, we maintained tight cost controls, resulting in the lowest use of cash from operations since Arcadia went public a decade ago.

“In the fourth quarter, we also announced a business combination agreement with Roosevelt Resources, Inc. which, when completed, will combine the two companies in an all-stock transaction. The significant amount of new distribution added to Zola in the last six months of 2024 provides a tremendous amount of momentum for Arcadia as we enter 2025,” Schaefer said.

2024 Key Operating and Business Highlights

Arcadia Enters into Business Combination Agreement with Roosevelt Resources. In December 2024, Arcadia announced a business combination agreement with Roosevelt Resources, Inc. Under the terms of the agreement, at the closing of the transaction Roosevelt partners will be issued shares of Arcadia common stock in exchange for all of the equity interests in Roosevelt. Following the closing, the current equity owners of Roosevelt and the Arcadia shareholders as of the closing are expected to own approximately 90% and 10%, respectively, of the outstanding shares of Arcadia, subject to certain adjustments as provided in the agreement.

Arcadia Announces Leadership Transition. In July 2024, Thomas J. Schaefer was appointed president and chief executive officer of Arcadia, following the departure of Stan Jacot. Schaefer was previously Arcadia’s chief financial officer and brings more than 20 years of experience in investments, corporate finance and consumer products.

1


 

He earned a bachelor of business administration in economics and finance from McKendree University, a master of business administration (MBA) from the University of Southern California and holds the Chartered Financial Analyst (CFA) designation.

Arcadia Sells Resistant Starch Durum Trait to Corteva Agriscience. In May 2024, Arcadia sold its non-GMO Resistant Starch (RS) Durum trait to longtime partner Corteva Agriscience. Arcadia and Corteva began collaborating in 2017 to develop and commercialize RS Durum in North America, and this transaction allowed Arcadia to advance the monetization of its wheat technology with a one-time payment of $4 million.

Arcadia Sells GoodWheat Brand to Above Food Corp. Also in May 2024, Above Food Corp acquired the GoodWheat brand of better-for-you wheat products from Arcadia for $4 million in net payments over the next three years. The GoodWheat brand was launched in 2018 to help consumers get more fiber in their diets by increasing the amount of fiber in the delicious foods they love, using Arcadia’s patented non-GMO wheat grain that is naturally higher in fiber and protein.

Arcadia Biosciences, Inc.

Financial Snapshot

(Unaudited)

($ in thousands)

Three months ended Dec 31

Twelve months ended Dec 31

2024

2023

Favorable/
(Unfavorable)

2024

2023

Favorable/
(Unfavorable)

 

 

$

%

 

 

 

$

%

Total Revenues

1,216

777

439

56%

5,045

4,454

591

13%

Total Operating Expenses

3,495

1,969

(1,526)

(78%)

8,693

10,555

1,862

18%

Loss From Continuing Operations

(2,279)

(1,192)

(1,087)

(91%)

(3,648)

(6,101)

2,453

40%

Net Loss Attributable to Common Stockholders

(4,064)

(2,853)

(1,211)

(42%)

 

(7,038)

(13,981)

6,943

50%

Certain previously reported financial information has been reclassified to conform to the current year presentation. Reclassifications are related to the presentation of the financial results of our former GoodWheat and body care brands as discontinued operations. The financial information above and narrative that follows relate to continuing operations unless stated otherwise.

More detailed financial statements are included in the Form 8-K filed today, available in the Investors section of the company’s website under SEC Filings.

2


 

Revenues

Retail distribution for Zola nearly doubled in 2024, resulting in an increase in coconut water revenue of $611,000 and $1.3 million for the fourth quarter and full year of 2024, respectively. This was partially offset by a decline in sales of GLA oil, resulting in a net increase in total revenue of $439,000 and $591,000 for the fourth quarter and full year of 2024, respectively.

 

Operating Expenses

Cost of revenues increased by $649,000 and $789,000 for the fourth quarter and full year of 2024, respectively. This was driven by the increase in Zola revenues, as product costs made up 84 percent of the total cost of revenues in 2024.

Selling, general, and administrative expenses increased by $1.0 million and $1.4 million for the fourth quarter and full year of 2024, respectively. This was driven by over $2.0 million of transaction costs in 2024 related to the sale of GoodWheat assets and the pending transaction with Roosevelt Resources, with $700,000 of these costs occurring in the fourth quarter of 2024.

Other operating expenses decreased by $4.0 million for the full year 2024 driven by a gain related to the asset sale to Corteva in the second quarter of 2024.

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders for the fourth quarter of 2024 was $4.1 million, or $2.98 per share, compared to $2.8 million, or $2.10 per share, for the same period in 2023. The increase in net loss attributable to common stockholders for the fourth quarter of 2024 compared to the same period in 2023 was primarily driven by the change in the estimated fair value of common stock warrant and option liabilities.

Net loss attributable to common stockholders for 2024 was $7.1 million, or $3.17 per share, compared to $14.0 million, or $11.30 per share, for 2023. The improvement in net loss attributable to common stockholders for 2024 compared to 2023 was primarily driven by the $4.0 million gain related to the asset sale to Corteva in the second quarter of 2024 as well as the year-over-year decrease in net loss from discontinued operations.

Conference Call and Webcast

The company has scheduled a conference call for 4:30 p.m. Eastern time (1:30 p.m. Pacific time) today, March 20 to discuss fourth-quarter and year-end results and the year’s key strategic achievements. Interested participants can join the conference call using the following options:

An audio-only webcast of the conference call will be available in the Investors section of Arcadia’s website.

To join the live call, please register here, and a dial-in number and unique PIN will be provided.

3


 

Following completion of the call, a recorded replay will be available on the company’s investor website.

About Arcadia Biosciences, Inc.

Since 2002, Arcadia Biosciences (Nasdaq: RKDA) has been innovating high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products. For more information, visit www.arcadiabio.com.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the company and its products, including statements relating to the company’s growth, cash position, operating costs, financial performance, commercialization of products and review of strategic transactions and their impact on shareholder value. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to, the risks set forth in filings that the company makes with the Securities and Exchange Commission from time to time, including in Arcadia’s Annual Report on Form 10-K and other filings. These forward-looking statements speak only as of the date hereof, and except as required by law, Arcadia Biosciences, Inc. disclaims any obligation to update these forward-looking statements.

No Offer or Solicitation

As previously reported on a Report on Form 8-K filed by the company with the Securities and Exchange Commission ("SEC") on December 6, 2024, on December 4, 2024, the company, Roosevelt Resources, LP, a Texas limited partnership (“Roosevelt”), and certain other parties entered into a Securities Exchange Agreement (the “Exchange Agreement”) providing for the combination of the two companies in an all-stock transaction. Under the terms of the Exchange Agreement, at the closing of the transactions contemplated by the Exchange Agreement, Arcadia will issue to the partners of Roosevelt shares of Arcadia common stock in exchange for all of the equity interests in Roosevelt.

This press release, including the information contained herein, is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, no offer will be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

4


 

Additional Information for Stockholders

In connection with the proposed transaction, Arcadia intends to file relevant materials with the SEC and initially filed a Registration Statement on Form S-4 (the “Registration Statement”) that includes a preliminary proxy statement/prospectus, on February 14, 2025. After the Registration Statement is declared effective by the SEC, Arcadia intends to mail a definitive proxy statement/prospectus to the stockholders of Arcadia. This press release is not a substitute for the proxy statement/prospectus or the Registration Statement or for any other document that Arcadia may file with the SEC and send to Arcadia’s stockholders in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF ARCADIA ARE URGED TO CAREFULLY AND THOROUGHLY READ THE REGISTRATION STATEMENT AND THE PROXY STATEMENT/PROSPECTUS, AS EACH MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME, AND OTHER RELEVANT DOCUMENTS FILED BY ARCADIA WITH THE SEC, WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT ARCADIA, ROOSEVELT, THE PROPOSED TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

Investors will be able to obtain free copies of the Registration Statement and proxy statement/prospectus, as each may be amended from time to time, and other relevant documents filed by Arcadia with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed with the SEC by Arcadia will be available free of charge from Arcadia’s website at www.arcadiabio.com under the “Investors” tab. In addition, investors and stockholders should note that Arcadia communicates with investors and the public using its website (www.arcadiabio.com) where anyone will be able to obtain free copies of the proxy statement/prospectus and other documents filed by Arcadia with the SEC. Stockholders are urged to read the proxy statement/prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transactions.

Participants in the Proxy Solicitation

Arcadia, Roosevelt and their respective directors, partners and certain of their officers and other members of management and employees may be deemed, under SEC rules, to be participants in the solicitation of proxies from Arcadia’s stockholders in connection with the proposed transactions. Information regarding the officers and directors of Arcadia is included in Arcadia’s most recent Annual Report on Form 10-K, as amended, filed with the SEC, including any information incorporated therein by reference, its definitive proxy statement for its 2024 annual meeting filed with the SEC on May 16, 2024, and in the Registration Statement initially filed with the SEC on February 14, 2025, and any amendments thereto as filed with the SEC. Additional information regarding such persons, as well as information regarding Roosevelt’s directors, managers and officers and other persons who may be deemed participants in the proposed transaction, will be set forth in the Registration Statement and proxy statement/prospectus, and any amendments thereto, and other materials, when they are filed with the SEC in connection with the proposed transaction. Free copies of these documents may be obtained from the sources indicated above.

5


 

Arcadia Biosciences Contact:

T.J. Schaefer

ir@arcadiabio.com

# # #

6


EX-99.2 3 rkda-ex99_2.htm EX-99.2 EX-99.2

 

Exhibit 99.2

img193038000_0.jpg

 

Arcadia Biosciences, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

 

 

 

As of December 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

4,242

 

 

$

6,518

 

Short-term investments

 

 

 

 

 

5,124

 

Accounts receivable and other receivables, net of allowance for doubtful accounts
   of $0 as of December 31, 2024 and 2023

 

 

1,175

 

 

 

506

 

Inventories, net — current

 

 

904

 

 

 

837

 

Assets held for sale

 

 

 

 

 

51

 

Note receivable — current

 

 

1,894

 

 

 

 

Prepaid expenses and other current assets

 

 

931

 

 

 

807

 

Current assets of discontinued operations — GoodWheat

 

 

96

 

 

 

1,129

 

Total current assets

 

 

9,242

 

 

 

14,972

 

Property and equipment, net

 

 

41

 

 

 

70

 

Right of use assets

 

 

137

 

 

 

792

 

Inventories, net — noncurrent

 

 

 

 

 

196

 

Intangible assets, net

 

 

39

 

 

 

39

 

Note receivable — noncurrent

 

 

3,966

 

 

 

 

Other noncurrent assets

 

 

92

 

 

 

164

 

Noncurrent assets of discontinued operations — GoodWheat

 

 

 

 

 

3,472

 

Total assets

 

$

13,517

 

 

$

19,705

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,108

 

 

$

1,910

 

Amounts due to related parties

 

 

30

 

 

 

58

 

Operating lease liability — current

 

 

155

 

 

 

852

 

Other current liabilities

 

 

270

 

 

 

270

 

Current liabilities of discontinued operations — GoodWheat

 

 

 

 

 

500

 

Total current liabilities

 

 

2,563

 

 

 

3,590

 

Operating lease liability — noncurrent

 

 

 

 

 

155

 

Common stock warrant and option liabilities

 

 

2,731

 

 

 

1,257

 

Other noncurrent liabilities

 

 

2,000

 

 

 

2,000

 

Total liabilities

 

 

7,294

 

 

 

7,002

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value—150,000,000 shares authorized as of
   December 31, 2024 and December 31, 2023; 1,364,940 and 1,285,337 shares
   issued and outstanding as of December 31, 2024 and December 31, 2023,
   respectively.

 

 

65

 

 

 

65

 

Additional paid-in capital

 

 

285,036

 

 

 

284,515

 

Accumulated other comprehensive income

 

 

 

 

 

101

 

Accumulated deficit

 

 

(278,878

)

 

 

(271,840

)

Total Arcadia Biosciences stockholders’ equity

 

 

6,223

 

 

 

12,841

 

Non-controlling interest

 

 

 

 

 

(138

)

Total stockholders' equity

 

 

6,223

 

 

 

12,703

 

Total liabilities and stockholders’ equity

 

$

13,517

 

 

$

19,705

 

 

1


 

 

Arcadia Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share data and per share data)

 

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

Revenues:

 

 

 

 

 

 

Product

 

$

5,012

 

 

$

4,437

 

License

 

 

7

 

 

 

17

 

Royalty

 

 

26

 

 

 

 

Total revenues

 

 

5,045

 

 

 

4,454

 

Operating expenses (income):

 

 

 

 

 

 

Cost of revenues

 

 

2,963

 

 

 

2,174

 

Research and development

 

 

53

 

 

 

64

 

Gain on sale of intangible assets

 

 

(4,000

)

 

 

 

Gain on sale of property and equipment

 

 

 

 

 

(29

)

Impairment of property and equipment

 

 

36

 

 

 

 

Impairment of ROU asset

 

 

 

 

 

113

 

Selling, general and administrative

 

 

9,641

 

 

 

8,233

 

Total operating expenses

 

 

8,693

 

 

 

10,555

 

Loss from operations

 

 

(3,648

)

 

 

(6,101

)

Interest income

 

 

782

 

 

 

695

 

Other income, net

 

 

31

 

 

 

48

 

Valuation loss on March 2023 PIPE

 

 

 

 

 

(6,076

)

Change in fair value of common stock warrant and option liabilities

 

 

(1,474

)

 

 

6,544

 

Issuance and offering costs allocated to liability classified options

 

 

 

 

 

(430

)

Net loss from continuing operations before income taxes

 

 

(4,309

)

 

 

(5,320

)

Income tax expense

 

 

(8

)

 

 

(8

)

Net loss from continuing operations

 

 

(4,317

)

 

 

(5,328

)

Net loss from discontinued operations — Body Care

 

 

 

 

 

(821

)

Net loss from discontinued operations — GoodWheat

 

 

(2,721

)

 

 

(7,837

)

Net loss

 

 

(7,038

)

 

 

(13,986

)

Net loss attributable to non-controlling interest

 

 

 

 

 

(5

)

Net loss attributable to common stockholders

 

$

(7,038

)

 

$

(13,981

)

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

Basic and diluted from continuing operations

 

$

(3.17

)

 

$

(4.30

)

Basic and diluted from discontinued operations

 

$

(2.00

)

 

$

(7.00

)

Net loss per basic and diluted share attributable to common stockholders

 

$

(5.17

)

 

$

(11.30

)

Weighted-average number of shares used in per share calculations:

 

 

 

 

 

 

Basic and diluted

 

 

1,363,303

 

 

 

1,236,934

 

Other comprehensive income, net of tax

 

 

 

 

 

 

Unrealized gains on available-for-sale securities

 

$

127

 

 

$

101

 

Reclassification adjustment for gains on available-for-sale securities included in net loss

 

$

(228

)

 

$

 

Change in unrealized gains on available-for-sale securities

 

$

(101

)

 

$

101

 

Comprehensive loss

 

$

(7,139

)

 

$

(13,880

)

 

2


 

Arcadia Biosciences, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

Year Ended December 31,

 

 

 

2024

 

 

2023

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(7,038

)

 

$

(13,986

)

Adjustments to reconcile net loss to cash used in operating activities:

 

 

 

 

 

 

Change in fair value of common stock warrant and option liabilities

 

 

1,474

 

 

 

(6,544

)

Issuance and offering costs allocated to liability classified options

 

 

 

 

 

430

 

Valuation loss on March 2023 PIPE

 

 

 

 

 

6,076

 

Depreciation

 

 

113

 

 

 

287

 

Lease amortization

 

 

652

 

 

 

697

 

Amortization of note receivable discount

 

 

(157

)

 

 

 

Gain on disposal of property and equipment

 

 

(65

)

 

 

(40

)

Gain on sale of RS durum wheat trait

 

 

(4,000

)

 

 

 

Stock-based compensation

 

 

512

 

 

 

717

 

Bad debt expense

 

 

 

 

 

20

 

Write-down of inventories

 

 

154

 

 

 

444

 

Impairment of property and equipment

 

 

36

 

 

 

 

Impairment of ROU asset

 

 

 

 

 

113

 

Write-down of non-controlling interest

 

 

138

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable and other receivables

 

 

(762

)

 

 

184

 

Inventories

 

 

550

 

 

 

(2,419

)

Prepaid expenses and other current assets

 

 

(124

)

 

 

1

 

Other noncurrent assets

 

 

72

 

 

 

2

 

Accounts payable and accrued expenses

 

 

(303

)

 

 

(522

)

Amounts due to related parties

 

 

(29

)

 

 

10

 

Operating lease payments

 

 

(850

)

 

 

(764

)

Net cash used in operating activities

 

 

(9,627

)

 

 

(15,294

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Proceeds from sale of property and equipment

 

 

334

 

 

 

115

 

Proceeds from sale of Verdeca — earn-out received

 

 

 

 

 

569

 

Proceeds from sale of investments

 

 

5,024

 

 

 

2,502

 

Proceeds from sale of RS durum wheat trait

 

 

4,000

 

 

 

 

Cash paid related to sale of GoodWheat

 

 

(2,000

)

 

 

 

Purchases of property and equipment

 

 

(16

)

 

 

(5

)

Purchases of investments

 

 

 

 

 

(7,525

)

Net cash provided by (used in) investing activities

 

 

7,342

 

 

 

(4,344

)

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from issuance of common stock, pre-funded warrants and
   preferred investment options from March 2023 PIPE

 

 

 

 

 

5,997

 

Payments of offering costs relating to March 2023 PIPE

 

 

 

 

 

(497

)

Proceeds from ESPP purchases

 

 

9

 

 

 

12

 

Net cash provided by financing activities

 

 

9

 

 

 

5,512

 

Net decrease in cash and cash equivalents

 

 

(2,276

)

 

 

(14,126

)

Cash and cash equivalents — beginning of period

 

 

6,518

 

 

 

20,644

 

Cash and cash equivalents — end of period

 

$

4,242

 

 

$

6,518

 

 

3


 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

NONCASH TRANSACTIONS:

 

 

 

 

 

 

Common stock options issued to placement agent and included in offering costs related to March 2023 PIPE

 

$

 

 

$

212

 

Warrant and option modifications included in Valuation loss on March 2023 PIPE

 

$

 

 

$

404

 

Proceeds from sale of property and equipment in accounts receivable and other receivables

 

$

 

 

$

8

 

Right of use assets obtained in exchange for new operating lease liabilities

 

$

86

 

 

$

 

Note receivable recognized from sale of GoodWheat

 

$

5,705

 

 

$

 

 

# # #

4