0001469443false00014694432023-08-102023-08-10

 

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): August 10, 2023

 

 

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 August 10, 2023, Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the second quarter ended June 30, 2023. A copy of the press release is furnished as Exhibit 99.1, and the Company's financial information tables for the second quarter ended June 30, 2023 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

Description

99.1

Arcadia Biosciences Announces Second-Quarter 2023 Financial Results and Business Highlights

99.2

Arcadia Biosciences Second-Quarter 2023 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:

August 10, 2023

By:

/s/ THOMAS J. SCHAEFER

 

 

 

Thomas J. Schaefer, Chief Financial Officer

 


 

Exhibit 99.1

img192114479_0.jpg 

Arcadia Biosciences (RKDA) Announces Second-Quarter and First-Half 2023 Financial Results and Business Highlights

GoodWheatTMexpands into breakfast category with the launch of better-for-you pancake and waffle mixes
Exiting Body Care to reduce OpEx, focus on Food & Beverage
Exploring strategic opportunities to drive shareholder value

DAVIS, Calif. (August 10, 2023) – 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 second quarter and first half of 2023.

“Arcadia continues to make progress executing Project Greenfield, our three-year strategic plan to unlock the company’s potential and provide a path to profitability,” said Stan Jacot, president and CEO. “Both GoodWheatTM pasta and Zola®coconut water added hundreds of stores of distribution in Q2, and we are aggressively managing costs, as evidenced by our lowest quarterly operating expense since Q4 of 2020.

“We’ve also embarked on several initiatives to scale more quickly, while simultaneously reducing expenses and complexity, and together, these plans have the potential to accelerate Project Greenfield milestones.”

 

GoodWheat Expands Into $850M Baking Mixes Category with Better-for-You Pancake and Waffle Mixes and Single-Serve QuikcakesTM. Launching just in time for back-to-school, Arcadia’s new pancake mixes are made with simple ingredients and its proprietary GoodWheat flour, delivering the same delicious taste and texture of regular pancakes with 8X-11X the fiber and 5-7g of protein per serving. GoodWheat Quikcakes are available nationwide on Amazon, and both Quikcakes and Multi-Serve Pancake & Waffle Mixes began shipping to retailers in August.
Zola Coconut Water Distribution Grows in Q2, Innovations to Launch in Early 2024. Zola reversed its downward distribution trend in Q2 and grew velocity through adding rack displays in the Produce category. Innovation will ramp up on the brand for the first time in years, with new flavor launches planned in Q1 2024, continuing to accelerate growth in the category.
Arcadia Streamlines Operations, Exits Body Care Brands ProVaultTM and SoulSpringTM. As part of its strategy to focus resources on high-opportunity, scalable businesses, Arcadia decided to wind-down its two remaining Body Care brands in order to concentrate on the more promising GoodWheat and Zola brands.

1


 

Streamlined operations and organizational changes are expected to result in operating expense savings of $2 million in the remainder of 2023 and $3 million to $4 million annually.
Arcadia Engages Lake Street Capital Markets to Explore Strategic Opportunities. Arcadia recently initiated a strategic review process to explore a range of potential transactions and opportunities focused on maximizing the GoodWheat value proposition and driving long-term shareholder value. As part of this process, the company will explore strategic options that may include potential acquisition, company sale, merger, business combination, asset sale, joint venture, licensing arrangement, capital raise or other strategic transaction.

Arcadia Biosciences, Inc.

Financial Snapshot

(Unaudited)

($ in thousands)

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2023

2022

Favorable /
(Unfavorable)

 

2023

2022

Favorable /
(Unfavorable)

 

 

 

$

%

 

 

 

$

%

Total revenues

1,389

3,858

(2,469)

(64%)

 

2,899

7,078

(4,179)

(59%)

Total operating expenses

5,180

7,641

2,461

32%

 

10,739

15,484

4,745

31%

Loss from operations

(3,791)

(3,783)

(8)

(0%)

 

(7,840)

(8,406)

566

7%

Net income (loss) attributable to common stockholders

823

(3,777)

4,600

122%

 

(8,561)

(8,265)

(296)

(4%)

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.

Revenues

Revenues decreased $2.5 million and $4.2 million during the second quarter and first half of 2023, respectively, compared to the same periods in 2022. Revenues during the second quarter and first half of 2022 included sales of GoodWheat grain and body care products that are no longer part of the Arcadia product portfolio in 2023, as well as one-time license revenue recognized in the second quarter of 2022 related to the sale of Verdeca.

Arcadia achieved a $2 million milestone from Bioceres in the second quarter of 2022 as a result of the HB4® soybean approval in China. Based on accounting guidance, $862,000 was recognized as license revenue and the remaining $1.1 million was recognized as a gain on the 2020 sale to Bioceres of Arcadia’s interest in the Verdeca joint venture.

Operating Expenses

Operating expenses decreased $2.5 million and $4.7 million during the second quarter and first half of 2023, respectively, compared to the same periods in 2022.

2


 

Cost of product revenues decreased $2.5 million and $5.1 million during the second quarter and first half of 2023, respectively, compared to the same periods in 2022. Cost of revenues in the second quarter and first half of 2022 included grain sold at cost, low-margin body care product sales and higher inventory write-downs.

General and administrative (SG&A) expenses decreased $837,000 and $791,000 during the second quarter and first half of 2023, respectively, compared to the same periods in 2022, primarily driven by lower employee compensation, insurance and research expenses in 2023.

Net Income (Loss) Attributable to Common Stockholders

Net income attributable to common stockholders for the second quarter of 2023 was $823,000, or $0.61 per share, a $4.6 million improvement from the $3.8 million, or $6.81 per share, net loss for the second quarter of 2022. The change in the fair value of the common stock warrant and option liabilities during the second quarter of 2023 resulted in a non-cash gain of $4.4 million. No such gain was recorded in the second quarter of 2022.

Net loss attributable to common stockholders for the first half of 2023 was $8.6 million, or $7.70 per share, a $296,000 increase from the $8.3 million, or $14.90 per share, net loss for the first half of 2022. The net loss attributable to common stockholders during the first half of 2023 included a $6.1 million valuation loss from the March 2023 financing.

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, August 10, to discuss second-quarter results and 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.

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 crops to provide high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products that make every body feel good, inside and out. The company’s food and beverage products include GoodWheat™ pasta and pancake mixes and Zola®coconut water. For more information, visit www.arcadiabio.com.

3


 

Safe Harbor Statement

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release and the accompanying conference call contain forward-looking statements about the company and its products, including statements relating to the company’s growth, reduction in operating expenses, retail expansion, financial performance and commercialization of products. 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 company’s ability to reduce operating expenses; the company’s and its partners’ and affiliates’ ability to successfully develop and sell commercial products incorporating its traits and to complete the regulatory review process for such products; the company’s compliance with laws and regulations that impact the company’s business; the growth of the global wheat market; our ability to continue to make acquisitions and execute on divestitures in accordance with our business strategy or effectively manage the growth from acquisitions; and the company’s future capital requirements and ability to satisfy its capital needs. Further information regarding these and other factors that could affect the company’s financial results and prospects is included in filings the company makes with the Securities and Exchange Commission from time to time, including the section entitled “Risk Factors” and additional information set forth in its Form 10-K for the year ended December 31, 2022, and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. undertakes no duty to update this information.

Arcadia Biosciences Contact:

T.J. Schaefer

ir@arcadiabio.com

 

 

# # #

 

4


 

Exhibit 99.2

img193038000_0.jpg 

 

Arcadia Biosciences, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

June 30, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

13,484

 

 

$

20,644

 

Short-term investments

 

 

5,023

 

 

 

 

Accounts receivable and other receivables, net of allowance for doubtful accounts of
   $1 and $3 as of June 30, 2023 and December 31, 2022, respectively

 

 

630

 

 

 

1,287

 

Inventories, net — current

 

 

3,164

 

 

 

2,571

 

Assets held for sale

 

 

87

 

 

 

87

 

Prepaid expenses and other current assets

 

 

951

 

 

 

809

 

Total current assets

 

 

23,339

 

 

 

25,398

 

Property and equipment, net

 

 

560

 

 

 

704

 

Right of use asset

 

 

1,384

 

 

 

1,848

 

Inventories, net — noncurrent

 

 

1,297

 

 

 

767

 

Intangible assets, net

 

 

40

 

 

 

40

 

Other noncurrent assets

 

 

178

 

 

 

165

 

Total assets

 

$

26,798

 

 

$

28,922

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,783

 

 

$

2,881

 

Amounts due to related parties

 

 

33

 

 

 

48

 

Operating lease liability — current

 

 

993

 

 

 

1,010

 

Other current liabilities

 

 

282

 

 

 

270

 

Total current liabilities

 

 

4,091

 

 

 

4,209

 

Operating lease liability — noncurrent

 

 

532

 

 

 

1,007

 

Common stock warrant and option liabilities

 

 

2,445

 

 

 

806

 

Other noncurrent liabilities

 

 

2,000

 

 

 

2,000

 

Total liabilities

 

 

9,068

 

 

 

8,022

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value—150,000,000 shares authorized as
   of June 30, 2023 and December 31, 2022; 1,108,432 and 616,079 shares issued
   and outstanding as of June 30, 2023 and December 31, 2022, respectively

 

 

65

 

 

 

65

 

Additional paid-in capital

 

 

284,202

 

 

 

278,827

 

Accumulated other comprehensive income

 

 

21

 

 

 

 

Accumulated deficit

 

 

(266,420

)

 

 

(257,859

)

Total stockholders’ equity

 

 

17,868

 

 

 

21,033

 

Non-controlling interest

 

 

(138

)

 

 

(133

)

Total stockholders' equity

 

 

17,730

 

 

 

20,900

 

Total liabilities and stockholders’ equity

 

$

26,798

 

 

$

28,922

 

 

 

1


 

Arcadia Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

 

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,379

 

 

$

2,946

 

 

$

2,889

 

 

$

6,116

 

Royalty

 

 

 

 

 

50

 

 

 

 

 

 

100

 

License

 

 

10

 

 

 

862

 

 

 

10

 

 

 

862

 

Total revenues

 

 

1,389

 

 

 

3,858

 

 

 

2,899

 

 

 

7,078

 

Operating expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

981

 

 

 

3,447

 

 

 

1,806

 

 

 

6,906

 

Research and development

 

 

391

 

 

 

359

 

 

 

750

 

 

 

754

 

Gain on sale of Verdeca

 

 

 

 

 

(1,138

)

 

 

 

 

 

(1,138

)

Impairment of intangible assets

 

 

 

 

 

72

 

 

 

 

 

 

72

 

Change in fair value of contingent consideration

 

 

 

 

 

(39

)

 

 

 

 

 

(70

)

Impairment of property and equipment

 

 

 

 

 

346

 

 

 

 

 

 

346

 

Gain on sale of property and equipment

 

 

(7

)

 

 

(58

)

 

 

(26

)

 

 

(386

)

Selling, general and administrative

 

 

3,815

 

 

 

4,652

 

 

 

8,209

 

 

 

9,000

 

Total operating expenses

 

 

5,180

 

 

 

7,641

 

 

 

10,739

 

 

 

15,484

 

Loss from operations

 

 

(3,791

)

 

 

(3,783

)

 

 

(7,840

)

 

 

(8,406

)

Interest income

 

 

207

 

 

 

30

 

 

 

405

 

 

 

29

 

Other (loss) income, net

 

 

(13

)

 

 

(44

)

 

 

19

 

 

 

(3

)

Valuation loss on March 2023 PIPE

 

 

 

 

 

 

 

 

(6,076

)

 

 

 

Change in fair value of common stock warrant and option liabilities

 

 

4,416

 

 

 

 

 

 

5,357

 

 

 

 

Issuance and offering costs allocated to liability classified options

 

 

 

 

 

 

 

 

(430

)

 

 

(27

)

Net income (loss) before income taxes

 

 

819

 

 

 

(3,797

)

 

 

(8,565

)

 

 

(8,407

)

Income tax provision

 

 

(1

)

 

 

 

 

 

(1

)

 

 

 

Net income (loss)

 

 

818

 

 

 

(3,797

)

 

 

(8,566

)

 

 

(8,407

)

Net loss attributable to non-controlling interest

 

 

(5

)

 

 

(20

)

 

 

(5

)

 

 

(142

)

Net income (loss) attributable to common stockholders

 

$

823

 

 

$

(3,777

)

 

$

(8,561

)

 

$

(8,265

)

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

$

0.61

 

 

$

(6.81

)

 

$

(7.70

)

 

$

(14.90

)

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

1,358,395

 

 

 

554,723

 

 

 

1,111,915

 

 

 

554,700

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on available-for-sale securities

 

$

21

 

 

$

 

 

$

21

 

 

$

 

Other comprehensive income

 

 

21

 

 

 

 

 

 

21

 

 

 

 

Comprehensive income (loss) attributable to common stockholders

 

$

844

 

 

$

(3,777

)

 

$

(8,540

)

 

$

(8,265

)

 

2


 

Arcadia Biosciences, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

Six Months Ended June 30,

 

 

 

 

2023

 

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(8,566

)

 

$

(8,407

)

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

 

 

 

 

 

 

Change in fair value of common stock warrant and option liabilities

 

 

(5,357

)

 

 

 

Change in fair value of contingent consideration

 

 

 

 

 

(70

)

Issuance and offering costs allocated to liability classified options

 

 

430

 

 

 

 

Valuation loss on March 2023 PIPE

 

 

6,076

 

 

 

 

Depreciation

 

 

138

 

 

 

277

 

Amortization of intangible assets

 

 

 

 

 

26

 

Lease amortization

 

 

357

 

 

 

420

 

Impairment of intangible assets

 

 

 

 

 

72

 

Gain on disposal of property and equipment

 

 

(26

)

 

 

(386

)

Stock-based compensation

 

 

411

 

 

 

583

 

Bad debt expense

 

 

 

 

 

37

 

Gain on sale of Verdeca

 

 

 

 

 

(1,138

)

Write-down of inventories

 

 

192

 

 

 

1,515

 

Impairment of property and equipment

 

 

 

 

 

346

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable and other receivables

 

 

87

 

 

 

(1,333

)

Inventories

 

 

(1,316

)

 

 

1,001

 

Prepaid expenses and other current assets

 

 

(142

)

 

 

(541

)

Other noncurrent assets

 

 

(13

)

 

 

15

 

Accounts payable and accrued expenses

 

 

(149

)

 

 

(247

)

Amounts due to related parties

 

 

(16

)

 

 

19

 

Other current liabilities

 

 

12

 

 

 

8

 

Other noncurrent liabilities

 

 

 

 

 

(1

)

Operating lease liabilities

 

 

(382

)

 

 

(446

)

Net cash used in operating activities

 

 

(8,264

)

 

 

(8,250

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Proceeds from sale of property and equipment

 

 

37

 

 

 

841

 

Proceeds from sale of Verdeca — earn-out received

 

 

569

 

 

 

 

Purchases of property and equipment

 

 

(5

)

 

 

(46

)

Purchases of investments

 

 

(5,002

)

 

 

 

Net cash used by investing activities

 

 

(4,401

)

 

 

795

 

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

 

 

5

 

 

 

4

 

Net cash provided by financing activities

 

 

5,505

 

 

 

4

 

Net decrease in cash and cash equivalents

 

 

(7,160

)

 

 

(7,451

)

Cash and cash equivalents — beginning of period

 

 

20,644

 

 

 

28,685

 

Cash and cash equivalents — end of period

 

$

13,484

 

 

$

21,234

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for interest

 

$

 

 

$

1

 

NONCASH INVESTING AND FINANCING ACTIVITIES:

 

 

 

 

 

 

Common stock warrant liabilities reclassified to equity
    upon adoption of ASU 2020-06

 

$

 

 

$

3,392

 

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

 

$

2

 

 

$

51

 

 

 

# # #

3


v3.23.2
Document And Entity Information
Aug. 10, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 10, 2023
Entity Registrant Name Arcadia Biosciences, Inc.
Entity Central Index Key 0001469443
Entity Emerging Growth Company false
Securities Act File Number 001-37383
Entity Incorporation, State or Country Code DE
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
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common
Trading Symbol RKDA
Security Exchange Name NASDAQ

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