Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
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| September 30, 2023 |
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| December 31, 2022 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
| $ | 10,611 |
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| $ | 20,644 |
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Short-term investments |
|
| 5,089 |
|
|
| — |
|
Accounts receivable and other receivables, net of allowance for doubtful accounts of |
|
| 304 |
|
|
| 1,221 |
|
Inventories, net — current |
|
| 2,657 |
|
|
| 2,321 |
|
Assets held for sale |
|
| 87 |
|
|
| 87 |
|
Prepaid expenses and other current assets |
|
| 1,093 |
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|
| 795 |
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Current assets of discontinued operations |
|
| 165 |
|
|
| 330 |
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Total current assets |
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| 20,006 |
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|
| 25,398 |
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Property and equipment, net |
|
| 468 |
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|
| 680 |
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Right of use asset |
|
| 1,147 |
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|
| 1,848 |
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Inventories, net — noncurrent |
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| 1,624 |
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|
| 767 |
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Intangible assets, net |
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| 40 |
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|
| 40 |
|
Other noncurrent assets |
|
| 181 |
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|
| 165 |
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Noncurrent assets of discontinued operations |
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| — |
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|
| 24 |
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Total assets |
| $ | 23,466 |
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| $ | 28,922 |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
| $ | 2,602 |
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| $ | 2,855 |
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Amounts due to related parties |
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| 46 |
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|
| 48 |
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Operating lease liability — current |
|
| 924 |
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|
| 1,010 |
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Other current liabilities |
|
| 282 |
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|
| 270 |
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Current liabilities of discontinued operations |
|
| 31 |
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|
| 26 |
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Total current liabilities |
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| 3,885 |
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| 4,209 |
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Operating lease liability — noncurrent |
|
| 347 |
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|
| 1,007 |
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Common stock warrant and option liabilities |
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| 1,836 |
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|
| 806 |
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Other noncurrent liabilities |
|
| 2,000 |
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|
| 2,000 |
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Total liabilities |
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| 8,068 |
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|
| 8,022 |
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Commitments and contingencies (Note 13) |
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Stockholders’ equity: |
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Common stock, $0.001 par value—150,000,000 shares authorized as |
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| 65 |
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| 65 |
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Additional paid-in capital |
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| 284,371 |
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|
| 278,827 |
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Accumulated other comprehensive income |
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| 87 |
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|
| — |
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Accumulated deficit |
|
| (268,987 | ) |
|
| (257,859 | ) |
Total stockholders’ equity |
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| 15,536 |
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|
| 21,033 |
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Non-controlling interest |
|
| (138 | ) |
|
| (133 | ) |
Total stockholders' equity |
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| 15,398 |
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|
| 20,900 |
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Total liabilities and stockholders’ equity |
| $ | 23,466 |
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| $ | 28,922 |
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Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share data and per share data)
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| Three Months Ended September 30, |
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| Nine Months Ended September 30, |
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|
| 2023 |
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| 2022 |
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| 2023 |
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| 2022 |
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Revenues: |
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Product |
| $ | 1,597 |
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| $ | 1,543 |
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| $ | 4,150 |
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| $ | 5,685 |
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Royalty |
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| — |
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|
| 17 |
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|
| — |
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|
| 117 |
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License |
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| — |
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|
| 10 |
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|
| 10 |
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|
| 872 |
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Total revenues |
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| 1,597 |
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|
| 1,570 |
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|
| 4,160 |
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|
| 6,674 |
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Operating expenses (income): |
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Cost of revenues |
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| 1,102 |
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| 1,128 |
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| 2,630 |
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|
| 5,201 |
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Research and development |
|
| 305 |
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|
| 255 |
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|
| 1,055 |
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|
| 1,009 |
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Gain on sale of Verdeca |
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| — |
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|
| — |
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|
| — |
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|
| (1,138 | ) |
Change in fair value of contingent consideration |
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| — |
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|
| — |
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|
| — |
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|
| (70 | ) |
Gain on sale of property and equipment |
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| (11 | ) |
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| — |
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|
| (36 | ) |
|
| (386 | ) |
Selling, general and administrative |
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| 3,443 |
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| 4,178 |
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|
| 11,085 |
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| 11,407 |
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Total operating expenses |
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| 4,839 |
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| 5,561 |
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|
| 14,734 |
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| 16,023 |
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Loss from continuing operations |
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| (3,242 | ) |
|
| (3,991 | ) |
|
| (10,574 | ) |
|
| (9,349 | ) |
Interest income |
|
| 133 |
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|
| 95 |
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|
| 538 |
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|
| 123 |
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Other income, net |
|
| 17 |
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|
| 43 |
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|
| 36 |
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|
| 13 |
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Valuation loss on March 2023 PIPE |
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| — |
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|
| — |
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|
| (6,076 | ) |
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| — |
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Change in fair value of common stock warrant and option liabilities |
|
| 608 |
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|
| 1,880 |
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|
| 5,965 |
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|
| 1,880 |
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Issuance and offering costs allocated to liability classified options |
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| — |
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|
| (314 | ) |
|
| (430 | ) |
|
| (314 | ) |
Net loss from continuing operations before income taxes |
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| (2,484 | ) |
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| (2,287 | ) |
|
| (10,541 | ) |
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| (7,647 | ) |
Income tax provision |
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| — |
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|
| (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 |
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| (2,567 | ) |
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| (2,877 | ) |
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| (11,133 | ) |
|
| (11,284 | ) |
Net loss attributable to non-controlling interest |
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| — |
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|
| (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: |
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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 |
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Basic and diluted |
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| 1,359,511 |
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| 613,814 |
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| 1,195,354 |
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| 574,621 |
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Other comprehensive income, net of tax |
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Unrealized gains on available-for-sale securities |
| $ | 66 |
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| $ | — |
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| $ | 87 |
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| $ | — |
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Other comprehensive income |
| $ | 66 |
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| $ | — |
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| $ | 87 |
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| $ | — |
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2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
| Nine Months Ended September 30, |
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| 2023 |
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| 2022 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net loss |
| $ | (11,133 | ) |
| $ | (11,284 | ) |
Adjustments to reconcile net loss to cash used in operating activities: |
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Change in fair value of common stock warrant and option liabilities |
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| (5,965 | ) |
|
| (1,880 | ) |
Change in fair value of contingent consideration |
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| — |
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|
| (70 | ) |
Issuance and offering costs allocated to liability classified options |
|
| 430 |
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|
| 314 |
|
Valuation loss on March 2023 PIPE |
|
| 6,076 |
|
|
| — |
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Depreciation |
|
| 227 |
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|
| 354 |
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Amortization of intangible assets |
|
| — |
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|
| 39 |
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Lease amortization |
|
| 535 |
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|
| 686 |
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Impairment of intangible assets |
|
| — |
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|
| 72 |
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Gain on disposal of property and equipment |
|
| (36 | ) |
|
| (386 | ) |
Stock-based compensation |
|
| 573 |
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|
| 897 |
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Bad debt expense |
|
| — |
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|
| 32 |
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Gain on sale of Verdeca |
|
| — |
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|
| (1,138 | ) |
Write-down of inventories |
|
| 444 |
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|
| 1,530 |
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Impairment of property and equipment |
|
| — |
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|
| 370 |
|
Changes in operating assets and liabilities: |
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|
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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: |
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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: |
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Proceeds from issuance of common stock, pre-funded warrants and |
|
| 5,997 |
|
|
| — |
|
Payments of offering costs relating to March 2023 PIPE |
|
| (497 | ) |
|
| — |
|
Proceeds from issuance of common stock, pre-funded warrants and |
|
| — |
|
|
| 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: |
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Cash paid for interest |
| $ | — |
|
| $ | 1 |
|
NONCASH INVESTING AND FINANCING ACTIVITIES: |
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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 |
|
| $ | — |
|
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