Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
|
| June 30, 2024 |
|
| December 31, 2023 |
| ||
Assets |
|
|
|
|
|
| ||
Current assets: |
|
|
|
|
|
| ||
Cash and cash equivalents |
| $ | 5,504 |
|
| $ | 6,518 |
|
Short-term investments |
|
| 2,604 |
|
|
| 5,124 |
|
Accounts receivable and other receivables, net of allowance for doubtful accounts of |
|
| 840 |
|
|
| 506 |
|
Inventories — current |
|
| 978 |
|
|
| 837 |
|
Assets held for sale |
|
| — |
|
|
| 51 |
|
Note receivable — current |
|
| 1,759 |
|
|
| — |
|
Prepaid expenses and other current assets |
|
| 537 |
|
|
| 807 |
|
Current assets of discontinued operations — GoodWheat |
|
| 212 |
|
|
| 1,129 |
|
Total current assets |
|
| 12,434 |
|
|
| 14,972 |
|
Property and equipment, net |
|
| 54 |
|
|
| 70 |
|
Right of use asset |
|
| 513 |
|
|
| 792 |
|
Inventories — noncurrent |
|
| 191 |
|
|
| 196 |
|
Intangible assets, net |
|
| 39 |
|
|
| 39 |
|
Note receivable — noncurrent |
|
| 3,974 |
|
|
| - |
|
Other noncurrent assets |
|
| 164 |
|
|
| 164 |
|
Noncurrent assets of discontinued operations — GoodWheat |
|
| — |
|
|
| 3,472 |
|
Total assets |
| $ | 17,369 |
|
| $ | 19,705 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
| ||
Current liabilities: |
|
|
|
|
|
| ||
Accounts payable and accrued expenses |
| $ | 1,560 |
|
| $ | 1,910 |
|
Amounts due to related parties |
|
| 80 |
|
|
| 58 |
|
Operating lease liability — current |
|
| 563 |
|
|
| 852 |
|
Other current liabilities |
|
| 255 |
|
|
| 270 |
|
Current liabilities of discontinued operations — GoodWheat |
|
| 240 |
|
|
| 500 |
|
Total current liabilities |
|
| 2,698 |
|
|
| 3,590 |
|
Operating lease liability — noncurrent |
|
| 11 |
|
|
| 155 |
|
Common stock warrant and option liabilities |
|
| 1,094 |
|
|
| 1,257 |
|
Other noncurrent liabilities |
|
| 2,000 |
|
|
| 2,000 |
|
Total liabilities |
|
| 5,803 |
|
|
| 7,002 |
|
Commitments and contingencies (Note 14) |
|
|
|
|
|
| ||
Stockholders’ equity: |
|
|
|
|
|
| ||
Common stock, $0.001 par value—150,000,000 shares authorized; 1,362,840 and 1,285,337 |
|
| 65 |
|
|
| 65 |
|
Additional paid-in capital |
|
| 284,760 |
|
|
| 284,515 |
|
Accumulated other comprehensive income |
|
| 81 |
|
|
| 101 |
|
Accumulated deficit |
|
| (273,202 | ) |
|
| (271,840 | ) |
Total stockholders’ equity |
|
| 11,704 |
|
|
| 12,841 |
|
Non-controlling interest |
|
| (138 | ) |
|
| (138 | ) |
Total stockholders' equity |
|
| 11,566 |
|
|
| 12,703 |
|
Total liabilities and stockholders’ equity |
| $ | 17,369 |
|
| $ | 19,705 |
|
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, |
| ||||||||||
|
|
| 2024 |
|
|
| 2023 |
|
|
| 2024 |
|
|
| 2023 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Product |
| $ | 1,306 |
|
| $ | 1,287 |
|
| $ | 2,293 |
|
| $ | 2,369 |
|
License |
|
| — |
|
|
| 10 |
|
|
| — |
|
|
| 10 |
|
Total revenues |
|
| 1,306 |
|
|
| 1,297 |
|
|
| 2,293 |
|
|
| 2,379 |
|
Operating expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Cost of revenues |
|
| 633 |
|
|
| 650 |
|
|
| 1,104 |
|
|
| 1,178 |
|
Research and development |
|
| 10 |
|
|
| 27 |
|
|
| 16 |
|
|
| 40 |
|
Gain on sale of intangible assets |
|
| (4,000 | ) |
|
| — |
|
|
| (4,000 | ) |
|
| — |
|
Impairment of property and equipment |
|
| — |
|
|
| — |
|
|
| 36 |
|
|
| — |
|
Selling, general and administrative |
|
| 2,683 |
|
|
| 2,074 |
|
|
| 4,745 |
|
|
| 4,671 |
|
Total operating (income) expenses |
|
| (674 | ) |
|
| 2,751 |
|
|
| 1,901 |
|
|
| 5,889 |
|
Income (loss) from continuing operations |
|
| 1,980 |
|
|
| (1,454 | ) |
|
| 392 |
|
|
| (3,510 | ) |
Interest income |
|
| 150 |
|
|
| 207 |
|
|
| 195 |
|
|
| 405 |
|
Other income (loss), net |
|
| 150 |
|
|
| (13 | ) |
|
| 153 |
|
|
| 19 |
|
Valuation loss on March 2023 PIPE |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (6,076 | ) |
Change in fair value of common stock warrant and option liabilities |
|
| (430 | ) |
|
| 4,416 |
|
|
| 163 |
|
|
| 5,357 |
|
Issuance and offering costs allocated to liability classified options |
|
| — |
|
|
| — |
|
|
| — |
|
|
| (430 | ) |
Net income (loss) from continuing operations before income taxes |
|
| 1,850 |
|
|
| 3,156 |
|
|
| 903 |
|
|
| (4,235 | ) |
Income tax provision |
|
| — |
|
|
| (1 | ) |
|
| — |
|
|
| (1 | ) |
Net income (loss) from continuing operations |
|
| 1,850 |
|
|
| 3,155 |
|
|
| 903 |
|
|
| (4,236 | ) |
Net loss from discontinued operations — Body Care |
|
| — |
|
|
| (330 | ) |
|
| — |
|
|
| (511 | ) |
Net loss from discontinued operations — GoodWheat |
|
| (789 | ) |
|
| (2,007 | ) |
|
| (2,265 | ) |
|
| (3,819 | ) |
Net income (loss) |
|
| 1,061 |
|
|
| 818 |
|
|
| (1,362 | ) |
|
| (8,566 | ) |
Net loss attributable to non-controlling interest |
|
| — |
|
|
| (5 | ) |
|
| — |
|
|
| (5 | ) |
Net income (loss) attributable to common stockholders |
| $ | 1,061 |
|
| $ | 823 |
|
| $ | (1,362 | ) |
| $ | (8,561 | ) |
Net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted from continuing operations |
| $ | 1.36 |
|
| $ | 2.33 |
|
| $ | 0.66 |
|
| $ | (3.81 | ) |
Basic from discontinuing operations |
| $ | (0.58 | ) |
| $ | (1.71 | ) |
| $ | (1.66 | ) |
| $ | (3.90 | ) |
Net income (loss) per basic and diluted share attributable to common stockholders |
| $ | 0.78 |
|
| $ | 0.61 |
|
| $ | (1.00 | ) |
| $ | (7.70 | ) |
Weighted-average number of shares used in per share |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Basic and diluted |
|
| 1,362,840 |
|
|
| 1,358,395 |
|
|
| 1,362,249 |
|
|
| 1,111,915 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
|
|
|
|
|
| ||||
Unrealized gains on available-for-sale securities |
| $ | 31 |
|
| $ | 21 |
|
| $ | 91 |
|
| $ | 21 |
|
Change in unrealized gains on available-for-sale securities |
| $ | (80 | ) |
| $ | 21 |
|
| $ | (20 | ) |
| $ | 21 |
|
Comprehensive income (loss) |
| $ | 981 |
|
| $ | 844 |
|
| $ | (1,382 | ) |
| $ | (8,540 | ) |
2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
| Six Months Ended June 30, |
| |||||
|
|
| 2024 |
|
|
| 2023 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
| ||
Net loss |
| $ | (1,362 | ) |
| $ | (8,566 | ) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
| ||
Change in fair value of common stock warrant and option liabilities |
|
| (163 | ) |
|
| (5,357 | ) |
Issuance and offering costs allocated to liability classified options |
|
| — |
|
|
| 430 |
|
Valuation loss on March 2023 PIPE |
|
| — |
|
|
| 6,076 |
|
Depreciation |
|
| 85 |
|
|
| 138 |
|
Lease amortization |
|
| 352 |
|
|
| 357 |
|
Amortization of note receivable discount |
|
| (29 | ) |
|
| — |
|
Gain on disposal of property and equipment |
|
| (89 | ) |
|
| (26 | ) |
Gain on sale of RS durum wheat trait |
|
| (4,000 | ) |
|
| — |
|
Stock-based compensation |
|
| 240 |
|
|
| 411 |
|
Write-down of inventories |
|
| — |
|
|
| 192 |
|
Impairment of property and equipment |
|
| 36 |
|
|
| — |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
| ||
Accounts receivable and other receivables |
|
| (334 | ) |
|
| 87 |
|
Inventories |
|
| 440 |
|
|
| (1,316 | ) |
Prepaid expenses and other current assets |
|
| 270 |
|
|
| (142 | ) |
Other noncurrent assets |
|
| — |
|
|
| (13 | ) |
Accounts payable and accrued expenses |
|
| (612 | ) |
|
| (149 | ) |
Amounts due to related parties |
|
| 22 |
|
|
| (16 | ) |
Other current liabilities |
|
| (15 | ) |
|
| 12 |
|
Operating lease liabilities |
|
| (507 | ) |
|
| (382 | ) |
Net cash used in operating activities |
|
| (5,666 | ) |
|
| (8,264 | ) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
| ||
Proceeds from sale of property and equipment |
|
| 162 |
|
|
| 37 |
|
Proceeds from sale of Verdeca — earn-out received |
|
| — |
|
|
| 569 |
|
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 | ) |
|
| (5 | ) |
Purchases of investments |
|
| — |
|
|
| (5,002 | ) |
Net cash provided by (used in) investing activities |
|
| 4,647 |
|
|
| (4,401 | ) |
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
| ||
Proceeds from issuance of common stock, pre-funded warrants and |
|
| — |
|
|
| 5,997 |
|
Payments of offering costs relating to March 2023 PIPE |
|
| — |
|
|
| (497 | ) |
Proceeds from ESPP purchases |
|
| 5 |
|
|
| 5 |
|
Net cash provided by financing activities |
|
| 5 |
|
|
| 5,505 |
|
Net decrease in cash and cash equivalents |
|
| (1,014 | ) |
|
| (7,160 | ) |
Cash and cash equivalents — beginning of period |
|
| 6,518 |
|
|
| 20,644 |
|
Cash and cash equivalents — end of period |
| $ | 5,504 |
|
| $ | 13,484 |
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION |
|
|
|
|
|
| ||
NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
| ||
Common stock options issued to placement agent and included in offering |
| $ | — |
|
| $ | 212 |
|
Warrant and option modifications included in Valuation loss on March |
| $ | — |
|
| $ | 404 |
|
Proceeds from sale of property and equipment in accounts receivable and other receivables |
| $ | 84 |
|
| $ | 2 |
|
Right of use assets obtained in exchange for new operating lease liabilities |
| $ | 86 |
|
| $ | — |
|
Note receivable recognized from sale of GoodWheat |
| $ | 5,705 |
|
| $ | — |
|
# # #
3