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