false000146944300014694432023-11-092023-11-09

 

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 09, 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 November 9, 2023, Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the third quarter ended September 30, 2023. A copy of the press release is furnished as Exhibit 99.1, and the Company's financial information tables for the third quarter ended September 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 Third-Quarter 2023 Financial Results and Business Highlights

99.2

Arcadia Biosciences Third-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:

November 9, 2023

By:

/s/ THOMAS J. SCHAEFER

 

 

 

Thomas J. Schaefer, Chief Financial Officer

 


 

Exhibit 99.1

img192114479_0.jpg 

Arcadia Biosciences (RKDA) Announces Strong Third Quarter 2023

Financial Results and Business Highlights

-- Increased revenue from continuing operations 20% quarter over quarter --

-- Lowest SG&A expenses since 2019 --

-- GoodWheatexpanding into third category with upcoming launch of Mac & Cheese --

Dallas, Texas (November 9, 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 third quarter of 2023.

“Arcadia continues to make excellent progress in 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. “GoodWheatTM pasta and pancake mixes and Zola® coconut water added more than a thousand of stores of distribution in Q3, resulting in revenue growth from continuing operations of 20 percent compared to Q2 2023. And we are operating with a leaner structure after winding down our body care business, resulting in our lowest total SG&A expenses since 2019!”

In addition to GoodWheat pasta and pancake mixes, Arcadia has now expanded to a third category with the upcoming launch of GoodWheat Mac & Cheese, a family household staple representing more than $1.1 billion in sales. Better-for-you brands make up nearly 20% of the category and are growing faster than traditional brands.

GoodWheat Mac & Cheese packs in the most fiber of any brand in the category, with four times more fiber than the leading brand, as well as 12 grams of protein. One serving of GoodWheat Mac & Cheese has the same fiber as two servings of oatmeal or two and a half servings of broccoli. Available in three varieties – Classic Cheddar, White Cheddar and Three Cheese – GoodWheat Mac & Cheese will start shipping to retailers this month with an e-commerce launch planned in February 2024.

“We believe Arcadia is in the best position in its history as we prepare to enter 2024,” said Jacot. “We’ve delivered positive gross profit from continuing operations for seven consecutive quarters and streamlined our cost structure by exiting unprofitable businesses. Our proprietary wheat technology has been commercialized in three categories, with the potential to add additional categories through acquisition. And we continue to explore a range of strategic options to further scale the business, in line with our Project Greenfield strategy.”

1


 

Arcadia Biosciences, Inc.

Financial Snapshot

(Unaudited)

($ in thousands)

 

Three Months Ended September 30,

 

Nine Months

Ended September 30,

 

2023

2022

Favorable /
(Unfavorable)

 

2023

2022

Favorable /
(Unfavorable)

 

 

 

$

%

 

 

 

$

%

Total revenues

1,597

1,570

27

2%

 

4,160

6,674

(2,514)

(38%)

Total operating expenses

4,839

5,561

722

13%

 

14,734

16,023

1,289

8%

Loss from continuing operations

(3,242)

(3,991)

749

19%

 

(10,574)

(9,349)

(1,225)

(13%)

Net loss attributable to common stockholders

(2,567)

(2,867)

300

10%

 

(11,128)

(11,132)

4

0%

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 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.

Revenues

Revenues in the third quarter of 2023 increased 2% to $1.6 million compared to the same period in 2022 driven by higher GoodWheat revenues, offset by a decline in Zola revenues.

Revenues decreased $2.5 million during the first nine months of 2023 compared to the same period in 2022. Revenues during the first nine months of 2022 included approximately $1.8 million in sales of GoodWheat grain as well as $0.9 million in one-time license revenue related to the sale of Verdeca.

Operating Expenses

Operating expenses decreased $722,000 during the third quarter of 2023 compared to the same period in 2022 primarily driven by a decrease in selling, general and administrative (“SG&A”) expenses related to lower employee costs in 2023.

Operating expenses decreased $1.3 million during the first nine months of 2023 compared to the same period in 2022 primarily driven by a decrease in cost of revenues and SG&A. Cost of revenues in the first nine months of 2022 included grain sold at cost and higher inventory write-downs. The decrease in SG&A during the first nine months of 2023 compared to the same period in 2022 was related to lower employee costs in 2023.

2


 

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders for the third quarter of 2023 was $2.6 million, or $1.89 per share, a $300,000 improvement from the $2.9 million, or $4.67 per share, net loss for the third quarter of 2022. The improvement in net loss attributable to common stockholders for the third quarter of 2023 compared to the same period in 2022 was primarily driven by the reduction in operating expenses.

Net loss attributable to common stockholders for the first nine months of 2023 and 2022 was each $11.1 million. The net loss attributable to common stockholders per share was $9.31 and $19.37 for the first nine months of 2023 and 2022, respectively. The impact of the March 2023 financing had a minimal effect on the first nine months of 2023 as a $6.1 million valuation loss was largely offset by a non-cash gain of $6.0 million related to the change in the fair value of the common stock warrant and option liabilities compared to a non-cash gain of $1.9 million during the same period in 2022. Additionally, the first nine months of 2023 included a net loss from the discontinued body care brands of $591,000 compared to $3.6 million during the same period in 2022.

Conference Call and Webcast

The company has scheduled a conference call for 4:30 p.m. Eastern time (1:30 p.m. Pacific time) to discuss third-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, with a link posted 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 in the Investors Section of the company’s 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. 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

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, product categories, operating costs, 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 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, 2022 and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. disclaims any obligation to update these forward-looking statements.

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)

 

 

 

 

 

 

 

 

 

 

September 30, 2023

 

 

December 31, 2022

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

10,611

 

 

$

20,644

 

Short-term investments

 

 

5,089

 

 

 

 

Accounts receivable and other receivables, net of allowance for doubtful accounts of
   $0 and $3 as of September 30, 2023 and December 31, 2022, respectively

 

 

304

 

 

 

1,221

 

Inventories, net — current

 

 

2,657

 

 

 

2,321

 

Assets held for sale

 

 

87

 

 

 

87

 

Prepaid expenses and other current assets

 

 

1,093

 

 

 

795

 

Current assets of discontinued operations

 

 

165

 

 

 

330

 

Total current assets

 

 

20,006

 

 

 

25,398

 

Property and equipment, net

 

 

468

 

 

 

680

 

Right of use asset

 

 

1,147

 

 

 

1,848

 

Inventories, net — noncurrent

 

 

1,624

 

 

 

767

 

Intangible assets, net

 

 

40

 

 

 

40

 

Other noncurrent assets

 

 

181

 

 

 

165

 

Noncurrent assets of discontinued operations

 

 

 

 

 

24

 

Total assets

 

$

23,466

 

 

$

28,922

 

Liabilities and stockholders’ equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$

2,602

 

 

$

2,855

 

Amounts due to related parties

 

 

46

 

 

 

48

 

Operating lease liability — current

 

 

924

 

 

 

1,010

 

Other current liabilities

 

 

282

 

 

 

270

 

Current liabilities of discontinued operations

 

 

31

 

 

 

26

 

Total current liabilities

 

 

3,885

 

 

 

4,209

 

Operating lease liability — noncurrent

 

 

347

 

 

 

1,007

 

Common stock warrant and option liabilities

 

 

1,836

 

 

 

806

 

Other noncurrent liabilities

 

 

2,000

 

 

 

2,000

 

Total liabilities

 

 

8,068

 

 

 

8,022

 

Commitments and contingencies (Note 13)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common stock, $0.001 par value—150,000,000 shares authorized as
   of September 30, 2023 and December 31, 2022; 1,110,337 and 616,079 shares issued
   and outstanding as of September 30, 2023 and December 31, 2022, respectively

 

 

65

 

 

 

65

 

Additional paid-in capital

 

 

284,371

 

 

 

278,827

 

Accumulated other comprehensive income

 

 

87

 

 

 

 

Accumulated deficit

 

 

(268,987

)

 

 

(257,859

)

Total stockholders’ equity

 

 

15,536

 

 

 

21,033

 

Non-controlling interest

 

 

(138

)

 

 

(133

)

Total stockholders' equity

 

 

15,398

 

 

 

20,900

 

Total liabilities and stockholders’ equity

 

$

23,466

 

 

$

28,922

 

 

 


 

Arcadia Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

 

2023

 

 

 

2022

 

 

 

2023

 

 

 

2022

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Product

 

$

1,597

 

 

$

1,543

 

 

$

4,150

 

 

$

5,685

 

Royalty

 

 

 

 

 

17

 

 

 

 

 

 

117

 

License

 

 

 

 

 

10

 

 

 

10

 

 

 

872

 

Total revenues

 

 

1,597

 

 

 

1,570

 

 

 

4,160

 

 

 

6,674

 

Operating expenses (income):

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenues

 

 

1,102

 

 

 

1,128

 

 

 

2,630

 

 

 

5,201

 

Research and development

 

 

305

 

 

 

255

 

 

 

1,055

 

 

 

1,009

 

Gain on sale of Verdeca

 

 

 

 

 

 

 

 

 

 

 

(1,138

)

Change in fair value of contingent consideration

 

 

 

 

 

 

 

 

 

 

 

(70

)

Gain on sale of property and equipment

 

 

(11

)

 

 

 

 

 

(36

)

 

 

(386

)

Selling, general and administrative

 

 

3,443

 

 

 

4,178

 

 

 

11,085

 

 

 

11,407

 

Total operating expenses

 

 

4,839

 

 

 

5,561

 

 

 

14,734

 

 

 

16,023

 

Loss from continuing operations

 

 

(3,242

)

 

 

(3,991

)

 

 

(10,574

)

 

 

(9,349

)

Interest income

 

 

133

 

 

 

95

 

 

 

538

 

 

 

123

 

Other income, net

 

 

17

 

 

 

43

 

 

 

36

 

 

 

13

 

Valuation loss on March 2023 PIPE

 

 

 

 

 

 

 

 

(6,076

)

 

 

 

Change in fair value of common stock warrant and option liabilities

 

 

608

 

 

 

1,880

 

 

 

5,965

 

 

 

1,880

 

Issuance and offering costs allocated to liability classified options

 

 

 

 

 

(314

)

 

 

(430

)

 

 

(314

)

Net loss from continuing operations before income taxes

 

 

(2,484

)

 

 

(2,287

)

 

 

(10,541

)

 

 

(7,647

)

Income tax provision

 

 

 

 

 

(1

)

 

 

(1

)

 

 

(1

)

Net loss from continuing operations

 

 

(2,484

)

 

 

(2,288

)

 

 

(10,542

)

 

 

(7,648

)

Net loss from discontinued operations

 

 

(83

)

 

 

(589

)

 

 

(591

)

 

 

(3,636

)

Net loss

 

 

(2,567

)

 

 

(2,877

)

 

 

(11,133

)

 

 

(11,284

)

Net loss attributable to non-controlling interest

 

 

 

 

 

(10

)

 

 

(5

)

 

 

(152

)

Net loss attributable to common stockholders

 

$

(2,567

)

 

$

(2,867

)

 

$

(11,128

)

 

$

(11,132

)

Net loss per share attributable to common stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted from continuing operations

 

$

(1.83

)

 

$

(3.71

)

 

$

(8.81

)

 

$

(13.05

)

Basic and diluted from discontinued operations

 

$

(0.06

)

 

$

(0.96

)

 

$

(0.49

)

 

$

(6.33

)

Net loss per basic and diluted share attributable to common stockholders

 

$

(1.89

)

 

$

(4.67

)

 

$

(9.31

)

 

$

(19.37

)

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

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

 

 

1,359,511

 

 

 

613,814

 

 

 

1,195,354

 

 

 

574,621

 

Other comprehensive income, net of tax

 

 

 

 

 

 

 

 

 

 

 

 

Unrealized gains on available-for-sale securities

 

$

66

 

 

$

 

 

$

87

 

 

$

 

Other comprehensive income

 

$

66

 

 

$

 

 

$

87

 

 

$

 

 

2


 

Arcadia Biosciences, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

 

 

Nine Months Ended September 30,

 

 

 

 

2023

 

 

 

2022

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

Net loss

 

$

(11,133

)

 

$

(11,284

)

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

 

 

 

 

 

 

Change in fair value of common stock warrant and option liabilities

 

 

(5,965

)

 

 

(1,880

)

Change in fair value of contingent consideration

 

 

 

 

 

(70

)

Issuance and offering costs allocated to liability classified options

 

 

430

 

 

 

314

 

Valuation loss on March 2023 PIPE

 

 

6,076

 

 

 

 

Depreciation

 

 

227

 

 

 

354

 

Amortization of intangible assets

 

 

 

 

 

39

 

Lease amortization

 

 

535

 

 

 

686

 

Impairment of intangible assets

 

 

 

 

 

72

 

Gain on disposal of property and equipment

 

 

(36

)

 

 

(386

)

Stock-based compensation

 

 

573

 

 

 

897

 

Bad debt expense

 

 

 

 

 

32

 

Gain on sale of Verdeca

 

 

 

 

 

(1,138

)

Write-down of inventories

 

 

444

 

 

 

1,530

 

Impairment of property and equipment

 

 

 

 

 

370

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable and other receivables

 

 

249

 

 

 

(534

)

Inventories

 

 

(1,388

)

 

 

1,071

 

Prepaid expenses and other current assets

 

 

(284

)

 

 

(90

)

Other noncurrent assets

 

 

(13

)

 

 

15

 

Accounts payable and accrued expenses

 

 

(300

)

 

 

(890

)

Amounts due to related parties

 

 

(2

)

 

 

(17

)

Other current liabilities

 

 

11

 

 

 

6

 

Operating lease liabilities

 

 

(573

)

 

 

(718

)

Net cash used in operating activities

 

 

(11,149

)

 

 

(11,621

)

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

Proceeds from sale of property and equipment

 

 

42

 

 

 

897

 

Proceeds from sale of Verdeca — earn-out received

 

 

569

 

 

 

285

 

Purchases of property and equipment

 

 

(5

)

 

 

(46

)

Purchases of investments

 

 

(5,002

)

 

 

 

Net cash (used in) provided by investing activities

 

 

(4,396

)

 

 

1,136

 

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 issuance of common stock, pre-funded warrants and
   preferred investment options from August 2022 Offering

 

 

 

 

 

5,000

 

Payments of offering costs relating to August 2022 Offering

 

 

 

 

 

(488

)

Proceeds from ESPP purchases

 

 

12

 

 

 

7

 

Net cash provided by financing activities

 

 

5,512

 

 

 

4,519

 

Net decrease in cash and cash equivalents

 

 

(10,033

)

 

 

(5,966

)

Cash and cash equivalents — beginning of period

 

 

20,644

 

 

 

28,685

 

Cash and cash equivalents — end of period

 

$

10,611

 

 

$

22,719

 

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 August 2022 RDO securities purchase agreement

 

$

 

 

$

191

 

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

 

$

212

 

 

$

 

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

 

$

 

 

$

114

 

Proceeds from sale of Verdeca in accounts receivable and other receivables

 

$

 

 

$

854

 

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

 

$

404

 

 

$

 

 

 

# # #

3


v3.23.3
Document And Entity Information
Nov. 09, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 09, 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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Arcadia Biosciences (NASDAQ:RKDA)
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