Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
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As of December 31, |
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2021 |
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|
2020 |
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Assets |
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|
|
|
|
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Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
28,685 |
|
|
$ |
14,042 |
|
Short-term investments |
|
|
— |
|
|
|
11,625 |
|
Accounts receivable, net of allowance for doubtful accounts of $76 and $0 |
|
|
1,370 |
|
|
|
1,406 |
|
Inventories, net — current |
|
|
4,433 |
|
|
|
3,812 |
|
Prepaid expenses and other current assets |
|
|
900 |
|
|
|
811 |
|
Total current assets |
|
|
35,388 |
|
|
|
31,696 |
|
Restricted cash |
|
|
— |
|
|
|
2,001 |
|
Property and equipment, net |
|
|
2,291 |
|
|
|
3,539 |
|
Right of use assets |
|
|
3,081 |
|
|
|
5,826 |
|
Inventories, net — noncurrent |
|
|
2,494 |
|
|
|
3,485 |
|
Goodwill |
|
|
— |
|
|
|
408 |
|
Intangible assets, net |
|
|
484 |
|
|
|
370 |
|
Other noncurrent assets |
|
|
180 |
|
|
|
23 |
|
Total assets |
|
$ |
43,918 |
|
|
$ |
47,348 |
|
Liabilities and stockholders’ equity |
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Current liabilities: |
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|
|
|
|
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Accounts payable and accrued expenses |
|
$ |
3,638 |
|
|
$ |
4,105 |
|
Amounts due to related parties |
|
|
64 |
|
|
|
80 |
|
Debt — current |
|
|
— |
|
|
|
1,141 |
|
Unearned revenue — current |
|
|
— |
|
|
|
8 |
|
Operating lease liability — current |
|
|
1,074 |
|
|
|
717 |
|
Other current liabilities |
|
|
264 |
|
|
|
263 |
|
Total current liabilities |
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|
5,040 |
|
|
|
6,314 |
|
Debt — noncurrent |
|
|
— |
|
|
|
2,105 |
|
Operating lease liability — noncurrent |
|
|
2,220 |
|
|
|
5,389 |
|
Common stock warrant liabilities |
|
|
3,392 |
|
|
|
2,708 |
|
Other noncurrent liabilities |
|
|
2,070 |
|
|
|
2,280 |
|
Total liabilities |
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|
12,722 |
|
|
|
18,796 |
|
Stockholders’ equity: |
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|
|
|
|
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Common stock, $0.001 par value—150,000,000 shares authorized as of |
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|
63 |
|
|
|
54 |
|
Additional paid-in capital |
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|
257,515 |
|
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|
239,496 |
|
Accumulated deficit |
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|
(226,485 |
) |
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|
(211,825 |
) |
Total Arcadia Biosciences stockholders’ equity |
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|
31,093 |
|
|
|
27,725 |
|
Non-controlling interest |
|
|
103 |
|
|
|
827 |
|
Total stockholders' equity |
|
|
31,196 |
|
|
|
28,552 |
|
Total liabilities and stockholders’ equity |
|
$ |
43,918 |
|
|
$ |
47,348 |
|
1
Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share data and per share data)
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Year Ended December 31, |
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2021 |
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|
2020 |
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Revenues: |
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|
|
|
|
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Product |
|
$ |
6,587 |
|
|
$ |
1,044 |
|
License |
|
|
17 |
|
|
|
6,801 |
|
Royalty |
|
|
176 |
|
|
|
— |
|
Contract research and government grants |
|
|
— |
|
|
|
106 |
|
Total revenues |
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|
6,780 |
|
|
|
7,951 |
|
Operating expenses (income): |
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|
|
|
|
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Cost of product revenues |
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|
8,708 |
|
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|
5,199 |
|
Research and development |
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|
3,889 |
|
|
|
7,960 |
|
Gain on sale of Verdeca |
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|
— |
|
|
|
(8,814 |
) |
Loss on sale of Arcadia Spain |
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|
497 |
|
|
|
— |
|
Impairment of intangible assets |
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|
3,302 |
|
|
|
— |
|
Impairment of goodwill |
|
|
1,648 |
|
|
|
— |
|
Change in fair value of contingent consideration |
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|
(210 |
) |
|
|
— |
|
Impairment of property and equipment, net |
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|
1,534 |
|
|
|
— |
|
Selling, general and administrative |
|
|
22,938 |
|
|
|
16,467 |
|
Total operating expenses |
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|
42,306 |
|
|
|
20,812 |
|
Loss from operations |
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|
(35,526 |
) |
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|
(12,778 |
) |
Interest expense |
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|
(20 |
) |
|
|
(47 |
) |
Other income, net |
|
|
10,114 |
|
|
|
740 |
|
Change in fair value of common stock warrant liabilities |
|
|
8,946 |
|
|
|
6,570 |
|
Loss on extinguishment of warrant liability |
|
|
— |
|
|
|
(635 |
) |
Gain on extinguishment of PPP loan |
|
|
1,123 |
|
|
|
— |
|
Offering costs |
|
|
(769 |
) |
|
|
— |
|
Net loss before income taxes |
|
|
(16,132 |
) |
|
|
(6,150 |
) |
Income tax (provision) benefit |
|
|
(2 |
) |
|
|
124 |
|
Net loss |
|
|
(16,134 |
) |
|
|
(6,026 |
) |
Net loss attributable to non-controlling interest |
|
|
(1,474 |
) |
|
|
(1,371 |
) |
Net loss attributable to common stockholders |
|
$ |
(14,660 |
) |
|
$ |
(4,655 |
) |
Net loss per share attributable to common stockholders: |
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|
|
|
|
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Basic and diluted |
|
$ |
(0.69 |
) |
|
$ |
(0.47 |
) |
Weighted-average number of shares used in per share |
|
|
|
|
|
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Basic and diluted |
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|
21,280,620 |
|
|
|
9,959,018 |
|
Other comprehensive loss, net of tax |
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|
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|
|
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Unrealized losses on investment securities |
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|
— |
|
|
|
(1 |
) |
Other comprehensive loss |
|
|
— |
|
|
|
(1 |
) |
Comprehensive loss attributable to common stockholders |
|
$ |
(14,660 |
) |
|
$ |
(4,656 |
) |
2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Year Ended December 31, |
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|
|
2021 |
|
|
2020 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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|
|
|
|
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Net loss |
|
$ |
(16,134 |
) |
|
$ |
(6,026 |
) |
Adjustments to reconcile net loss to cash used in operating activities: |
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|
|
|
|
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Change in fair value of common stock warrant liabilities |
|
|
(8,946 |
) |
|
|
(6,570 |
) |
Change in fair value of contingent consideration |
|
|
(210 |
) |
|
|
— |
|
Offering costs |
|
|
769 |
|
|
|
— |
|
Depreciation |
|
|
929 |
|
|
|
632 |
|
Amortization of intangible assets |
|
|
116 |
|
|
|
30 |
|
Lease amortization |
|
|
1,276 |
|
|
|
1,048 |
|
Impairment of intangible assets |
|
|
3,302 |
|
|
|
— |
|
Impairment of goodwill |
|
|
1,648 |
|
|
|
— |
|
Loss (Gain) on disposal of equipment |
|
|
23 |
|
|
|
(8 |
) |
Loss on disposal of intangible assets |
|
|
222 |
|
|
|
— |
|
Net amortization of investment premium |
|
|
— |
|
|
|
(44 |
) |
Stock-based compensation |
|
|
1,541 |
|
|
|
2,042 |
|
Bad debt expense |
|
|
76 |
|
|
|
— |
|
Gain on sale of Verdeca |
|
|
— |
|
|
|
(8,814 |
) |
Realized gain on corporate securities |
|
|
(10,221 |
) |
|
|
— |
|
Corporate securities received in exchange for license agreement |
|
|
— |
|
|
|
(4,318 |
) |
Unrealized gain on corporate securities |
|
|
— |
|
|
|
(656 |
) |
Write-down of inventory and prepaid production costs |
|
|
3,593 |
|
|
|
4,311 |
|
Loss on extinguishment of warrant liability |
|
|
— |
|
|
|
635 |
|
Gain on extinguishment of PPP loan |
|
|
(1,123 |
) |
|
|
— |
|
Impairment of property and equipment |
|
|
1,534 |
|
|
|
— |
|
Deferred income taxes |
|
|
— |
|
|
|
(107 |
) |
Changes in operating assets and liabilities: |
|
|
|
|
|
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||
Accounts receivable |
|
|
(40 |
) |
|
|
(1,119 |
) |
Inventories |
|
|
(2,383 |
) |
|
|
(9,751 |
) |
Prepaid expenses and other current assets |
|
|
56 |
|
|
|
39 |
|
Other noncurrent assets |
|
|
(158 |
) |
|
|
(15 |
) |
Accounts payable and accrued expenses |
|
|
(372 |
) |
|
|
(580 |
) |
Amounts due to related parties |
|
|
(16 |
) |
|
|
40 |
|
Unearned revenue |
|
|
(8 |
) |
|
|
(34 |
) |
Other current liabilities |
|
|
1 |
|
|
|
(43 |
) |
Operating lease payments |
|
|
(1,343 |
) |
|
|
(910 |
) |
Net cash used in operating activities |
|
|
(25,868 |
) |
|
|
(30,218 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
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|
|
|
|
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||
Proceeds from sale of property and equipment |
|
|
19 |
|
|
|
8 |
|
Purchases of property and equipment |
|
|
(1,007 |
) |
|
|
(2,335 |
) |
Proceeds from sale of Verdeca |
|
|
— |
|
|
|
3,153 |
|
Acquisitions, net of cash acquired |
|
|
(4,250 |
) |
|
|
(500 |
) |
Purchases of investments |
|
|
— |
|
|
|
(1,292 |
) |
Proceeds from sales and maturities of investments |
|
|
21,846 |
|
|
|
18,250 |
|
Net cash provided by (used in) investing activities |
|
|
16,608 |
|
|
|
17,284 |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
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||
Proceeds from issuance of common stock and warrants from |
|
|
— |
|
|
|
8,000 |
|
Payments of offering costs relating to December 2020 Offering |
|
|
— |
|
|
|
(652 |
) |
Proceeds from issuance of common stock and warrants from |
|
|
25,147 |
|
|
|
— |
|
Payments of offering costs relating to January 2021 PIPE |
|
|
(1,912 |
) |
|
|
— |
|
Proceeds from borrowings |
|
|
— |
|
|
|
3,108 |
|
Payments of transaction costs relating to extinguishment of warrant liability |
|
|
— |
|
|
|
(863 |
) |
3
Principal payments on notes payable |
|
|
(2,146 |
) |
|
|
(34 |
) |
Proceeds from exercise of warrants |
|
|
22 |
|
|
|
9,372 |
|
Proceeds from exercise of stock options and purchases through ESPP |
|
|
39 |
|
|
|
51 |
|
Capital contributions received from non-controlling interest |
|
|
750 |
|
|
|
1,578 |
|
Net cash provided by financing activities |
|
|
21,900 |
|
|
|
20,560 |
|
Effects of foreign currency translation on cash and cash equivalents |
|
|
2 |
|
|
|
— |
|
Net increase (decrease) in cash, cash equivalents and restricted cash |
|
|
12,642 |
|
|
|
7,626 |
|
Cash, cash equivalents and restricted cash — beginning of period |
|
|
16,043 |
|
|
|
8,417 |
|
Cash, cash equivalents and restricted cash — end of period |
|
$ |
28,685 |
|
|
$ |
16,043 |
|
|
|
$ |
— |
|
|
$ |
— |
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid for interest |
|
$ |
25 |
|
|
$ |
10 |
|
Cash paid for taxes |
|
$ |
1 |
|
|
$ |
1 |
|
NONCASH TRANSACTIONS: |
|
|
|
|
|
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||
Shares of common stock issued at closing of ISI transaction |
|
$ |
— |
|
|
$ |
432 |
|
Common stock warrants issued to placement agent and included in offering costs related to |
|
|
— |
|
|
|
287 |
|
Common stock warrants issued to placement agent and included in offering costs related to |
|
|
— |
|
|
|
215 |
|
Common stock warrants issued to placement agent and included in offering costs related to |
|
|
— |
|
|
|
101 |
|
Fair value of shares of common stock issued at closing of Arcadia Wellness transaction |
|
|
2,053 |
|
|
|
— |
|
Common stock warrants issued to placement agent and included in offering |
|
|
942 |
|
|
|
— |
|
Right of use assets obtained in exchange for new operating lease liabilities |
|
|
1,664 |
|
|
|
331 |
|
Right of use assets obtained through modification of existing lease agreement |
|
|
— |
|
|
|
4,207 |
|
Fixed assets acquired with notes payable |
|
|
— |
|
|
|
37 |
|
Purchases of fixed assets included in accounts payable and accrued expenses |
|
|
— |
|
|
|
71 |
|
# # #
4