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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): November 07, 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.)

 

 

 

 

 

5956 Sherry Lane

Suite 2000

 

Dallas, Texas

 

75225

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

5950 Sherry Lane, Suite 215

Dallas, TX 75225

(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 November 7, 2025 Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1, and related third quarter financial information is 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 (as the same may be amended, 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 Exchange transaction with Roosevelt 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 public 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 previously filed a Registration Statement on Form S-4 (the “Registration Statement”), File no. 333-284972, that includes a preliminary proxy statement/prospectus, with the SEC on February 14, 2025 and filed a pre-effective amendment to the Registration Statement on July 31, 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 relating to a meeting of stockholders to consider matters relating to the proposed transaction and other matters. 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 or the partners of Roosevelt 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 EXCHANGE TRANSACTION, THE RISKS RELATED THERETO AND RELATED MATTERS.

 

Investors and stockholders 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 and Roosevelt partners 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 of stockholders filed with the SEC on May 16, 2024, and in the Registration Statement 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 Third-Quarter 2025 Financial Results and Business Highlights

99.2

Arcadia Biosciences Third-Quarter 2025 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:

November 7, 2025

By:

/s/ THOMAS J. SCHAEFER

 

 

 

Thomas J. Schaefer, Chief Executive Officer

 


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

 

Exhibit 99.1

 

img192114479_0.jpg

Arcadia Biosciences (RKDA) Announces Third Quarter 2025 Financial Results and Business Highlights

-- Zola® year-to-date revenues increase 26% year over year --

-- Arcadia gross profit margins exceed 30% for 11th straight quarter --

-- Arcadia cash balance declines by only $257K to $1.1M --

DALLAS, Texas (November 7, 2025) – Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative wellness products, today released its financial and business results for the third quarter of 2025.

“We are very pleased with our performance for the third quarter of 2025.” said T.J. Schaefer, CEO of Arcadia. “Zola® coconut water revenues were flat year-over-year in the third quarter as we overlapped the initial sell-in to Zola’s largest customer during the third quarter of 2024. However, on a year-to-date basis, Zola coconut water revenues have grown 26% and more than offset $700,000 in GLA sales in 2024 that did not occur in 2025. Additionally, our gross margins have now exceeded 30% for eleven consecutive quarters, SG&A expenses are at an all-time low and our cash management exceeded our expectations.

“In addition to our strong operating performance, we continue to own 2.7 million shares of Above Food Ingredients Inc. stock as a partial repayment of the $6 million principal amount of the note receivable related to the sale of GoodWheatTM assets in the second quarter of 2024 and are pursuing resolution of the remaining outstanding balance.

 

“Our pending business combination with Roosevelt Resources is still in progress,” Schaefer continued, “but uncertainty exists regarding the timing due to several factors including the ongoing federal government shutdown that went into effect over a month ago. We continue to monitor events closely, but the shutdown is obviously a situation that is outside of our control.”

 

 

1


 

Arcadia Biosciences, Inc.

Financial Snapshot

(Unaudited)

($ in thousands)

Three Months Ended September 30,

Nine Months Ended September 30,

2025

2024

Favorable/
(Unfavorable)

2025

2024

Favorable/
(Unfavorable)

 

 

$

%

 

 

 

$

%

Total revenues

1,302

1,537

(235)

(15%)

3,957

3,829

128

3%

Total operating expenses

2,454

3,297

843

26%

5,082

5,198

116

2%

(Loss) income from continuing operations

(1,152)

(1,760)

608

35%

(1,125)

(1,369)

244

18%

Net (loss) income attributable to common stockholders

856

(1,612)

2,468

153%

(1,003)

(2,974)

1,971

66%

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 GoodWheatTM brand as discontinued operations. The financial information above and narrative that follows relate to continuing operations unless stated otherwise.

More detailed financial information is included in the company's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC), available in the Investors section of the company’s website under SEC Filings.

Revenues

Revenues decreased $235,000, or 15%, during the third quarter of 2025 compared to the same period in 2024 due to $217,000 in sales of GLA oil in 2024 that were absent in 2025. In addition, Zola third quarter sales in 2024 had the benefit of an incremental $165,000 driven by the initial sell-in to a large customer.

Revenues increased $128,000, or 3%, and consisted entirely of Zola coconut water sales during the first nine months of 2025 compared to the same period in 2024. Zola revenues increased $820,000, or 26% during the first nine months of 2025 compared to the same period in 2024. This was primarily driven by an increase in distribution resulting in higher sales volume. The company did not implement any price increases during 2024 or 2025. Revenues for the first nine months of 2024 included $701,000 from sales of GLA oil that were absent in 2025.

Operating Expenses

Cost of revenues decreased $148,000, or 14%, during the third quarter of 2025 compared to the same period in 2024 driven by a write-down of $154,000 related to hemp and GoodWheat seed in 2024.

2


 

There was no such write-down of inventory in 2025. Cost of revenues for the same period in 2024 included $18,000 from GLA oil.

Cost of revenues increased by $253,000, or 12%, and consisted primarily of Zola coconut water costs during the first nine months of 2025 compared to the same period in 2024. Zola cost of revenues increased $472,000, or 25% during the first nine months of 2025 compared to the same period in 2024 driven by a 26% increase in Zola sales. Cost of revenues for the first nine months of 2024 included $64,000 of costs from GLA oil as well as a write-down of $154,000 related to hemp and GoodWheat seed.

SG&A decreased by $671,000 and $1.6 million during the third quarter and first nine months of 2025, respectively, compared to the same periods in 2024, driven primarily by operating costs and employee related costs in 2024 that were absent in 2025.

Other operating expenses (income) increased by $1.2 million during the first nine months of 2025 compared to the same period in 2024. This was driven by a $4.0 million gain on the sale of RS durum wheat patents to Corteva that occurred in 2024, compared to a $2.8 million gain recognized in 2025 related to the agreement with Bioceres Crop Solutions Corp to transfer rights related to reduced gluten and oxidative stability patents, as well as the agreement with Bioseed Research India to terminate the license agreement for certain intellectual property.

Credit Loss and Common Stock Received

On May 1, 2025, Arcadia delivered a notice to Above Food Corp. to exercise a stock election option provided for in the Above Food Promissory Note related to the sale of GoodWheat assets in May 2024. The notice indicated that pursuant to the provisions of the Promissory Note, the number of shares issuable was approximately 3.5 million shares of common stock of Above Food Ingredients Inc. (ABVE), satisfying the final $2 million installment payment obligation under the Promissory Note. In June 2025, ABVE issued approximately 2.7 million shares to Arcadia, partially satisfying the stock election, and the company believes approximately 800,000 shares relating to the company's stock election notice remain issuable.

Additionally, the first payment of principal and accrued interest under the Promissory Note was due on May 14, 2025, and as of September 30, 2025, had not been paid. As such, Arcadia recognized a credit loss of $4.7 million for the remaining outstanding principal amount, accrued interest, and other related receivables that would remain after fulfillment of the stock election.

Net Income / Loss Attributable to Common Stockholders

Net income attributable to common stockholders for the third quarter of 2025 was $856,000, or $0.63 per share, a $2.5 million improvement from the $1.6 million net loss, or $1.18 per share, for the third quarter of 2024. The improvement in net income attributable to common stockholders for the third quarter of 2025 compared to the same period in 2024 was primarily driven by other income of $1.7 million related to an unrealized gain of the same amount on the ABVE common stock.

Net loss attributable to common stockholders for the first nine months of 2025 was $1.0 million, or $0.73 per share, a $2.0 million improvement from the $3.0 million net loss, or $2.18 per share, for the first nine months of 2024.

3


 

The improvement in net loss attributable to common stockholders for the first nine months of 2025 compared to the same period in 2024 was primarily driven by the $4.7 million credit loss related to the note receivable from Above Food recognized during the first nine months of 2025, partially offset by the $4.0 million gain on the sale of RS durum wheat patents to Corteva that occurred during the first nine months of 2024.

Conference Call

In light of the ongoing transaction with Roosevelt Resources and the related registration statement on Form S-4 (initially filed with the SEC on February 14, 2025, and amended July 31, 2025), the company will not hold a conference call to discuss third quarter results.

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, strategic transactions, our ability to obtain sufficient funding required to continue our operations and planned activities, our ability to obtain the stockholder approvals required to complete the proposed business combination transaction with Roosevelt Resources, LP and to satisfy the closing conditions contained in the agreements relating to the transaction, the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the proposed business combination transaction, and the anticipated timing of the closing of the proposed business combination transaction with Roosevelt Resources. 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 for the year ended December 31, 2024 as amended, the registration statement on Form S-4 initially filed with the SEC on February 14, 2025 and amended July 31, 2025, and other filings that the company makes with the SEC. 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 SEC, on December 4, 2024, the company, Roosevelt Resources, LP, a Texas limited partnership, and certain other parties entered into a Securities Exchange Agreement (as the same may be amended, 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.

4


 

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.

Additional Information for Stockholders

In connection with the proposed transaction, Arcadia intends to file relevant materials with the SEC and previously filed a Registration Statement on Form S-4 that includes a preliminary proxy statement/prospectus, with the SEC on February 14, 2025, and filed a pre-effective amendment to the Registration Statement on July 31, 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 relating to a meeting of stockholders to consider matters relating to the proposed transaction and other matters. 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. 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.

5


 

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 as amended July 31, 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.

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)

 

 

 

 

 

 

 

 

 

 

September 30, 2025

 

 

December 31, 2024

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,120

 

 

$

4,242

 

Short-term investments

 

 

4,765

 

 

 

 

Accounts receivable and other receivables, net of allowance for credit losses of
   $559 and $0 as of September 30, 2025 and December 31, 2024, respectively

 

 

831

 

 

 

1,175

 

Inventories

 

 

1,457

 

 

 

904

 

Note receivable — current, net of allowance for credit losses (Note 7)

 

 

 

 

 

1,894

 

Prepaid expenses and other current assets

 

 

214

 

 

 

931

 

Current assets of discontinued operations — GoodWheat

 

 

 

 

 

96

 

Total current assets

 

 

8,387

 

 

 

9,242

 

Property and equipment, net

 

 

10

 

 

 

41

 

Right of use asset

 

 

 

 

 

137

 

Intangible assets, net

 

 

39

 

 

 

39

 

Note receivable — noncurrent, net of allowance for credit losses (Note 7)

 

 

 

 

 

3,966

 

Other noncurrent assets

 

 

148

 

 

 

92

 

Total assets

 

$

8,584

 

 

$

13,517

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,015

 

 

$

2,108

 

Amounts due to related parties

 

 

 

 

 

30

 

Operating lease liability — current

 

 

 

 

 

155

 

Other current liabilities

 

 

270

 

 

 

270

 

Total current liabilities

 

 

2,285

 

 

 

2,563

 

Common stock warrant and option liabilities

 

 

856

 

 

 

2,731

 

Other noncurrent liabilities

 

 

 

 

 

2,000

 

Total liabilities

 

 

3,141

 

 

 

7,294

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value—150,000,000 shares authorized as
   of September 30, 2025 and December 31, 2024; 1,367,429 and 1,364,940 shares issued
   and outstanding as of September 30, 2025 and December 31, 2024, respectively

 

 

65

 

 

 

65

 

Additional paid-in capital

 

 

285,259

 

 

 

285,036

 

Accumulated deficit

 

 

(279,881

)

 

 

(278,878

)

Total stockholders' equity

 

 

5,443

 

 

 

6,223

 

Total liabilities and stockholders’ equity

 

$

8,584

 

 

$

13,517

 

 

1


 

 

 

Arcadia Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

 

2025

 

 

 

2024

 

 

 

2025

 

 

 

2024

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,302

 

 

$

1,537

 

 

$

3,957

 

 

$

3,829

 

Total revenues

 

 

1,302

 

 

 

1,537

 

 

 

3,957

 

 

 

3,829

 

Operating expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

884

 

 

 

1,032

 

 

 

2,389

 

 

 

2,136

 

Research and development

 

 

 

 

 

24

 

 

 

9

 

 

 

40

 

Gain on sale of intangible assets

 

 

 

 

 

 

 

 

(750

)

 

 

(4,000

)

Impairment of property and equipment

 

 

 

 

 

 

 

 

 

 

 

36

 

Change in fair value of contingent consideration

 

 

 

 

 

 

 

 

(2,000

)

 

 

 

Selling, general and administrative

 

 

1,570

 

 

 

2,241

 

 

 

5,434

 

 

 

6,986

 

Total operating expenses

 

 

2,454

 

 

 

3,297

 

 

 

5,082

 

 

 

5,198

 

Loss from operations

 

 

(1,152

)

 

 

(1,760

)

 

 

(1,125

)

 

 

(1,369

)

Interest income

 

 

7

 

 

 

233

 

 

 

222

 

 

 

428

 

Credit loss

 

 

(257

)

 

 

 

 

 

(4,745

)

 

 

 

Other income

 

 

1,698

 

 

 

15

 

 

 

2,770

 

 

 

168

 

Change in fair value of common stock warrant and option liabilities

 

 

560

 

 

 

330

 

 

 

1,875

 

 

 

493

 

Net income (loss) from continuing operations

 

 

856

 

 

 

(1,182

)

 

 

(1,003

)

 

 

(280

)

Net loss from discontinued operations

 

 

 

 

 

(430

)

 

 

 

 

 

(2,694

)

Net income (loss) attributable to common stockholders

 

$

856

 

 

$

(1,612

)

 

$

(1,003

)

 

$

(2,974

)

Net income (loss) per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic from continuing operations

 

$

0.63

 

 

$

(0.87

)

 

$

(0.73

)

 

$

(0.21

)

Basic from discontinued operations

 

$

 

 

$

(0.32

)

 

$

 

 

$

(1.98

)

Net income (loss) per basic share attributable to common stockholders

 

$

0.63

 

 

$

(1.18

)

 

$

(0.73

)

 

$

(2.18

)

Diluted from continuing operations

 

$

0.62

 

 

$

(0.87

)

 

$

(0.73

)

 

$

(0.21

)

Diluted from discontinued operations

 

$

-

 

 

$

(0.32

)

 

$

-

 

 

$

(1.98

)

Net income (loss) per diluted share attributable to common stockholders

 

$

0.62

 

 

$

(1.18

)

 

$

(0.73

)

 

$

(2.18

)

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

1,367,192

 

 

 

1,363,753

 

 

 

1,366,768

 

 

 

1,362,754

 

Diluted

 

 

1,371,879

 

 

 

1,363,753

 

 

 

1,366,768

 

 

 

1,362,754

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on available-for-sale securities

 

$

 

 

$

36

 

 

$

 

 

$

117

 

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

 

 

 

 

 

 

 

 

 

 

 

(111

)

Change in unrealized gains on available-for-sale securities

 

$

 

 

$

36

 

 

$

-

 

 

$

6

 

Comprehensive income (loss)

 

$

856

 

 

$

(1,576

)

 

$

(1,003

)

 

$

(2,968

)

 

2


 

Arcadia Biosciences, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

Nine Months Ended September 30,

 

 

 

 

2025

 

 

 

2024

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(1,003

)

 

$

(2,974

)

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

 

 

 

 

 

 

Change in fair value of common stock warrant and option liabilities

 

 

(1,875

)

 

 

(493

)

Change in fair value of contingent consideration

 

 

(2,000

)

 

 

 

Depreciation

 

 

30

 

 

 

92

 

Lease amortization

 

 

122

 

 

 

502

 

Amortization of note receivable

 

 

(69

)

 

 

(90

)

Gain on disposal of property and equipment

 

 

 

 

 

(65

)

Gain on sale of RS durum wheat trait

 

 

(750

)

 

 

(4,000

)

Gain on receipt of Above Food Ingredients, Inc. common stock

 

 

(1,067

)

 

 

 

Unrealized gain subsequent to receipt of Above Food Ingredients, Inc. common stock

 

 

(1,698

)

 

 

 

Stock-based compensation

 

 

217

 

 

 

395

 

Credit loss

 

 

4,745

 

 

 

 

Write-down of inventories

 

 

 

 

 

154

 

Impairment of property and equipment

 

 

 

 

 

36

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable and other receivables

 

 

(241

)

 

 

(445

)

Inventories

 

 

(552

)

 

 

620

 

Prepaid expenses and other current assets

 

 

717

 

 

 

287

 

Other noncurrent assets

 

 

(56

)

 

 

 

Accounts payable and accrued expenses

 

 

(172

)

 

 

(719

)

Amounts due to related parties

 

 

(30

)

 

 

(29

)

Other current liabilities

 

 

(57

)

 

 

(11

)

Operating lease liabilities

 

 

(139

)

 

 

(678

)

Net cash used in operating activities

 

 

(3,878

)

 

 

(7,418

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Proceeds from sale of intangible assets

 

 

750

 

 

 

 

Proceeds from sale of property and equipment

 

 

 

 

 

342

 

Proceeds from sale of investments

 

 

 

 

 

2,501

 

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

)

Net cash provided by investing activities

 

 

750

 

 

 

4,827

 

CASH FLOWS FROM FINANCING ACTIVITIES:

 

 

 

 

 

 

Proceeds from ESPP purchases

 

 

6

 

 

 

9

 

Net cash provided by financing activities

 

 

6

 

 

 

9

 

Net decrease in cash and cash equivalents

 

 

(3,122

)

 

 

(2,582

)

Cash and cash equivalents — beginning of period

 

 

4,242

 

 

 

6,518

 

Cash and cash equivalents — end of period

 

$

1,120

 

 

$

3,936

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

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

 

$

 

 

$

86

 

Fair value of Above Food Ingredients, Inc. common stock received

 

$

3,067

 

 

$

 

 

# # #

3