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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2022 |
|
|
2021 |
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||
Assets |
|
|
|
|
|
|
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Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
20,644 |
|
|
$ |
28,685 |
|
Accounts receivable and other receivables, net of allowance for doubtful accounts of $3 and $76 |
|
|
1,287 |
|
|
|
1,370 |
|
Inventories, net — current |
|
|
2,571 |
|
|
|
4,433 |
|
Assets held for sale |
|
|
87 |
|
|
|
— |
|
Prepaid expenses and other current assets |
|
|
809 |
|
|
|
900 |
|
Total current assets |
|
|
25,398 |
|
|
|
35,388 |
|
Property and equipment, net |
|
|
704 |
|
|
|
2,291 |
|
Right of use assets |
|
|
1,848 |
|
|
|
3,081 |
|
Inventories, net — noncurrent |
|
|
767 |
|
|
|
2,494 |
|
Intangible assets, net |
|
|
40 |
|
|
|
484 |
|
Other noncurrent assets |
|
|
165 |
|
|
|
180 |
|
Total assets |
|
$ |
28,922 |
|
|
$ |
43,918 |
|
Liabilities and stockholders’ equity |
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|
|
|
|
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||
Current liabilities: |
|
|
|
|
|
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||
Accounts payable and accrued expenses |
|
$ |
2,881 |
|
|
$ |
3,638 |
|
Amounts due to related parties |
|
|
48 |
|
|
|
64 |
|
Operating lease liability — current |
|
|
1,010 |
|
|
|
1,074 |
|
Other current liabilities |
|
|
270 |
|
|
|
264 |
|
Total current liabilities |
|
|
4,209 |
|
|
|
5,040 |
|
Operating lease liability — noncurrent |
|
|
1,007 |
|
|
|
2,220 |
|
Common stock warrant and option liabilities |
|
|
806 |
|
|
|
3,392 |
|
Other noncurrent liabilities |
|
|
2,000 |
|
|
|
2,070 |
|
Total liabilities |
|
|
8,022 |
|
|
|
12,722 |
|
Stockholders’ equity: |
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|
|
|
|
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Common stock, $0.001 par value—150,000,000 shares authorized as of |
|
|
65 |
|
|
|
63 |
|
Additional paid-in capital |
|
|
278,827 |
|
|
|
257,515 |
|
Accumulated deficit |
|
|
(257,859 |
) |
|
|
(226,485 |
) |
Total Arcadia Biosciences stockholders’ equity |
|
|
21,033 |
|
|
|
31,093 |
|
Non-controlling interest |
|
|
(133 |
) |
|
|
103 |
|
Total stockholders' equity |
|
|
20,900 |
|
|
|
31,196 |
|
Total liabilities and stockholders’ equity |
|
$ |
28,922 |
|
|
$ |
43,918 |
|
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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2022 |
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|
2021 |
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Revenues: |
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|
|
|
|
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Product |
|
$ |
8,960 |
|
|
$ |
6,587 |
|
License |
|
|
879 |
|
|
|
17 |
|
Royalty |
|
|
117 |
|
|
|
— |
|
Total revenues |
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|
9,956 |
|
|
|
6,604 |
|
Operating expenses (income): |
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|
|
|
|
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||
Cost of revenues |
|
|
9,802 |
|
|
|
8,708 |
|
Research and development |
|
|
1,509 |
|
|
|
3,889 |
|
(Gain) on sale of Verdeca |
|
|
(1,138 |
) |
|
|
0 |
|
Loss on sale of Arcadia Spain |
|
|
— |
|
|
|
497 |
|
Impairment of intangible assets |
|
|
404 |
|
|
|
3,302 |
|
Impairment of goodwill |
|
|
— |
|
|
|
1,648 |
|
Change in fair value of contingent consideration |
|
|
(70 |
) |
|
|
(210 |
) |
(Gain) on sale of property and equipment |
|
|
(314 |
) |
|
|
— |
|
Impairment of property and equipment, net |
|
|
530 |
|
|
|
1,534 |
|
Selling, general and administrative |
|
|
18,048 |
|
|
|
22,938 |
|
Total operating expenses |
|
|
28,771 |
|
|
|
42,306 |
|
Loss from operations |
|
|
(18,815 |
) |
|
|
(35,526 |
) |
Interest income (expense) |
|
|
289 |
|
|
|
(20 |
) |
Other income, net |
|
|
33 |
|
|
|
10,114 |
|
Change in fair value of common stock warrant and option liabilities |
|
|
3,209 |
|
|
|
8,946 |
|
Gain on extinguishment of PPP loan |
|
|
— |
|
|
|
1,123 |
|
Issuance and offering costs |
|
|
(314 |
) |
|
|
(769 |
) |
Net loss before income taxes |
|
|
(15,598 |
) |
|
|
(16,132 |
) |
Income tax (provision) |
|
|
(14 |
) |
|
|
(2 |
) |
Net loss |
|
|
(15,612 |
) |
|
|
(16,134 |
) |
Net loss attributable to non-controlling interest |
|
|
(236 |
) |
|
|
(1,474 |
) |
Net loss attributable to common stockholders |
|
$ |
(15,376 |
) |
|
$ |
(14,660 |
) |
Net loss per share attributable to common stockholders: |
|
|
|
|
|
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||
Basic and diluted |
|
$ |
(25.65 |
) |
|
$ |
(27.56 |
) |
Weighted-average number of shares used in per share |
|
|
|
|
|
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||
Basic and diluted |
|
|
599,389 |
|
|
|
532,016 |
|
Other comprehensive loss |
|
|
— |
|
|
|
— |
|
Comprehensive loss attributable to common stockholders |
|
$ |
(15,376 |
) |
|
$ |
(14,660 |
) |
2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Year Ended December 31, |
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|
|
2022 |
|
|
2021 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
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||
Net loss |
|
$ |
(15,612 |
) |
|
$ |
(16,134 |
) |
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 and option liabilities |
|
|
(3,209 |
) |
|
|
(8,946 |
) |
Change in fair value of contingent consideration |
|
|
(70 |
) |
|
|
(210 |
) |
Issuance and offering costs |
|
|
314 |
|
|
|
769 |
|
Depreciation |
|
|
439 |
|
|
|
929 |
|
Amortization of intangible assets |
|
|
40 |
|
|
|
116 |
|
Lease amortization |
|
|
884 |
|
|
|
1,276 |
|
Impairment of intangible assets |
|
|
404 |
|
|
|
3,302 |
|
Impairment of goodwill |
|
|
0 |
|
|
|
1,648 |
|
(Gain) Loss on disposal of equipment |
|
|
(314 |
) |
|
|
23 |
|
Loss on disposal of intangible assets |
|
|
0 |
|
|
|
222 |
|
Stock-based compensation |
|
|
1,106 |
|
|
|
1,541 |
|
Bad debt expense |
|
|
60 |
|
|
|
76 |
|
Gain on sale of Verdeca |
|
|
(1,138 |
) |
|
|
— |
|
Realized gain on corporate securities |
|
|
— |
|
|
|
(10,221 |
) |
Write-down of inventories |
|
|
2,471 |
|
|
|
3,593 |
|
Gain on extinguishment of PPP loan |
|
|
— |
|
|
|
(1,123 |
) |
Impairment of property and equipment |
|
|
530 |
|
|
|
1,534 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable and other receivables |
|
|
592 |
|
|
|
(40 |
) |
Inventories |
|
|
1,118 |
|
|
|
(2,383 |
) |
Prepaid expenses and other current assets |
|
|
91 |
|
|
|
56 |
|
Other noncurrent assets |
|
|
16 |
|
|
|
(158 |
) |
Accounts payable and accrued expenses |
|
|
(757 |
) |
|
|
(372 |
) |
Amounts due to related parties |
|
|
(16 |
) |
|
|
(16 |
) |
Unearned revenue |
|
|
0 |
|
|
|
(8 |
) |
Other current liabilities |
|
|
6 |
|
|
|
1 |
|
Operating lease payments |
|
|
(932 |
) |
|
|
(1,343 |
) |
Net cash used in operating activities |
|
|
(13,977 |
) |
|
|
(25,868 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
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||
Proceeds from sale of property and equipment |
|
|
920 |
|
|
|
19 |
|
Proceeds from sale of Verdeca — earn-out received |
|
|
569 |
|
|
|
— |
|
Purchases of property and equipment |
|
|
(72 |
) |
|
|
(1,007 |
) |
Acquisitions, net of cash acquired |
|
|
— |
|
|
|
(4,250 |
) |
Proceeds from sales and maturities of investments |
|
|
— |
|
|
|
21,846 |
|
Net cash provided by investing activities |
|
|
1,417 |
|
|
|
16,608 |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
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||
Proceeds from issuance of common stock, pre-funded warrants and |
|
|
5,000 |
|
|
|
— |
|
Payments of offering costs relating to August 2022 Offering |
|
|
(488 |
) |
|
|
— |
|
Proceeds from issuance of common stock and warrants from |
|
|
— |
|
|
|
25,147 |
|
Payments of offering costs relating to January 2021 PIPE |
|
|
— |
|
|
|
(1,912 |
) |
Principal payments on notes payable |
|
|
— |
|
|
|
(2,146 |
) |
Proceeds from exercise of warrants |
|
|
— |
|
|
|
22 |
|
Proceeds from exercise of stock options and purchases through ESPP |
|
|
7 |
|
|
|
39 |
|
Capital contributions received from non-controlling interest |
|
|
— |
|
|
|
750 |
|
Net cash provided by financing activities |
|
|
4,519 |
|
|
|
21,900 |
|
Effects of foreign currency translation on cash and cash equivalents |
|
|
— |
|
|
|
2 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
(8,041 |
) |
|
|
12,642 |
|
Cash and cash equivalents — beginning of period |
|
|
28,685 |
|
|
|
16,043 |
|
Cash and cash equivalents — end of period |
|
$ |
20,644 |
|
|
$ |
28,685 |
|
3
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
1 |
|
|
$ |
25 |
|
Cash paid for taxes |
|
$ |
— |
|
|
$ |
1 |
|
NONCASH TRANSACTIONS: |
|
|
|
|
|
|
||
Fair value of shares of common stock issued at closing of Arcadia Wellness transaction |
|
$ |
— |
|
|
$ |
2,053 |
|
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 |
|
$ |
191 |
|
|
$ |
— |
|
Common stock warrants issued to placement agent and included in offering |
|
$ |
— |
|
|
$ |
942 |
|
Right of use assets obtained in exchange for new operating lease liabilities |
|
$ |
114 |
|
|
$ |
1,664 |
|
Proceeds from sale of property and equipment in accounts receivable and other receivables |
|
$ |
19 |
|
|
$ |
— |
|
Proceeds from sale of Verdeca in accounts receivable and other receivables |
|
$ |
569 |
|
|
$ |
— |
|
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4