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Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
|
|
As of December 31, |
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|||||
|
|
2023 |
|
|
2022 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
6,518 |
|
|
$ |
20,644 |
|
Short-term investments |
|
|
5,124 |
|
|
|
— |
|
Accounts receivable and other receivables, net of allowance for doubtful accounts |
|
|
514 |
|
|
|
1,221 |
|
Inventories, net — current |
|
|
1,958 |
|
|
|
2,321 |
|
Assets held for sale |
|
|
51 |
|
|
|
87 |
|
Prepaid expenses and other current assets |
|
|
807 |
|
|
|
795 |
|
Current assets of discontinued operations |
|
|
— |
|
|
|
330 |
|
Total current assets |
|
|
14,972 |
|
|
|
25,398 |
|
Property and equipment, net |
|
|
384 |
|
|
|
680 |
|
Right of use assets |
|
|
792 |
|
|
|
1,848 |
|
Inventories, net — noncurrent |
|
|
3,354 |
|
|
|
767 |
|
Intangible assets, net |
|
|
39 |
|
|
|
40 |
|
Other noncurrent assets |
|
|
164 |
|
|
|
165 |
|
Noncurrent assets of discontinued operations |
|
|
— |
|
|
|
24 |
|
Total assets |
|
$ |
19,705 |
|
|
$ |
28,922 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
2,410 |
|
|
$ |
2,855 |
|
Amounts due to related parties |
|
|
58 |
|
|
|
48 |
|
Operating lease liability — current |
|
|
852 |
|
|
|
1,010 |
|
Other current liabilities |
|
|
270 |
|
|
|
270 |
|
Current liabilities of discontinued operations |
|
|
— |
|
|
|
26 |
|
Total current liabilities |
|
|
3,590 |
|
|
|
4,209 |
|
Operating lease liability — noncurrent |
|
|
155 |
|
|
|
1,007 |
|
Common stock warrant and option liabilities |
|
|
1,257 |
|
|
|
806 |
|
Other noncurrent liabilities |
|
|
2,000 |
|
|
|
2,000 |
|
Total liabilities |
|
|
7,002 |
|
|
|
8,022 |
|
Commitments and contingencies (Note 13) |
|
|
|
|
|
|
||
Stockholders’ equity: |
|
|
|
|
|
|
||
Common stock, $0.001 par value—150,000,000 shares authorized as of |
|
|
65 |
|
|
|
65 |
|
Additional paid-in capital |
|
|
284,515 |
|
|
|
278,827 |
|
Accumulated other comprehensive income |
|
|
101 |
|
|
|
— |
|
Accumulated deficit |
|
|
(271,840 |
) |
|
|
(257,859 |
) |
Total Arcadia Biosciences stockholders’ equity |
|
|
12,841 |
|
|
|
21,033 |
|
Non-controlling interest |
|
|
(138 |
) |
|
|
(133 |
) |
Total stockholders' equity |
|
|
12,703 |
|
|
|
20,900 |
|
Total liabilities and stockholders’ equity |
|
$ |
19,705 |
|
|
$ |
28,922 |
|
1
Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(In thousands, except share data and per share data)
|
|
Year Ended December 31, |
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|||||
|
|
2023 |
|
|
2022 |
|
||
Revenues: |
|
|
|
|
|
|
||
Product |
|
$ |
5,313 |
|
|
$ |
6,422 |
|
License |
|
|
17 |
|
|
|
879 |
|
Royalty |
|
|
— |
|
|
|
— |
|
Total revenues |
|
|
5,330 |
|
|
|
7,301 |
|
Operating expenses (income): |
|
|
|
|
|
|
||
Cost of revenues |
|
|
3,300 |
|
|
|
6,101 |
|
Research and development |
|
|
1,387 |
|
|
|
1,509 |
|
Gain on sale of Verdeca |
|
|
— |
|
|
|
(1,138 |
) |
Impairment of intangible assets |
|
|
— |
|
|
|
141 |
|
Change in fair value of contingent consideration |
|
|
— |
|
|
|
(70 |
) |
Gain on sale of property and equipment |
|
|
(40 |
) |
|
|
(314 |
) |
Impairment of property and equipment |
|
|
— |
|
|
|
160 |
|
Impairment of ROU asset |
|
|
113 |
|
|
|
— |
|
Selling, general and administrative |
|
|
14,508 |
|
|
|
15,036 |
|
Total operating expenses |
|
|
19,268 |
|
|
|
21,425 |
|
Loss from operations |
|
|
(13,938 |
) |
|
|
(14,007 |
) |
Interest income |
|
|
695 |
|
|
|
289 |
|
Other income, net |
|
|
48 |
|
|
|
9 |
|
Valuation loss on March 2023 PIPE |
|
|
(6,076 |
) |
|
|
— |
|
Change in fair value of common stock warrant and option liabilities |
|
|
6,544 |
|
|
|
3,209 |
|
Issuance and offering costs allocated to liability classified options |
|
|
(430 |
) |
|
|
(314 |
) |
Net loss from continuing operations before income taxes |
|
|
(13,157 |
) |
|
|
(10,814 |
) |
Income tax expense |
|
|
(8 |
) |
|
|
(14 |
) |
Net loss from continuing operations |
|
|
(13,165 |
) |
|
|
(10,828 |
) |
Net loss from discontinued operations |
|
|
(821 |
) |
|
|
(4,784 |
) |
Net loss |
|
|
(13,986 |
) |
|
|
(15,612 |
) |
Net loss attributable to non-controlling interest |
|
|
(5 |
) |
|
|
(236 |
) |
Net loss attributable to common stockholders |
|
$ |
(13,981 |
) |
|
$ |
(15,376 |
) |
Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
||
Basic and diluted from continuing operations |
|
$ |
(10.64 |
) |
|
$ |
(17.67 |
) |
Basic and diluted from discontinued operations |
|
$ |
(0.66 |
) |
|
$ |
(7.98 |
) |
Weighted-average number of shares used in per share calculations: |
|
|
|
|
|
|
||
Basic and diluted |
|
|
1,236,934 |
|
|
|
599,389 |
|
Other comprehensive income, net of tax |
|
|
|
|
|
|
||
Unrealized gains on available-for-sale securities |
|
$ |
101 |
|
|
$ |
— |
|
Other comprehensive income |
|
$ |
101 |
|
|
$ |
— |
|
Comprehensive loss attributable to common stockholders |
|
$ |
(13,880 |
) |
|
$ |
(15,376 |
) |
2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Year Ended December 31, |
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|||||
|
|
2023 |
|
|
2022 |
|
||
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(13,986 |
) |
|
$ |
(15,612 |
) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
|
||
Change in fair value of common stock warrant and option liabilities |
|
|
(6,544 |
) |
|
|
(3,209 |
) |
Change in fair value of contingent consideration |
|
|
— |
|
|
|
(70 |
) |
Issuance and offering costs allocated to liability classified options |
|
|
430 |
|
|
|
314 |
|
Valuation loss on March 2023 PIPE |
|
|
6,076 |
|
|
|
— |
|
Depreciation |
|
|
287 |
|
|
|
439 |
|
Amortization of intangible assets |
|
|
— |
|
|
|
40 |
|
Lease amortization |
|
|
697 |
|
|
|
884 |
|
Impairment of intangible assets |
|
|
— |
|
|
|
404 |
|
Gain on disposal of equipment |
|
|
(40 |
) |
|
|
(314 |
) |
Stock-based compensation |
|
|
717 |
|
|
|
1,106 |
|
Bad debt expense |
|
|
20 |
|
|
|
60 |
|
Gain on sale of Verdeca |
|
|
— |
|
|
|
(1,138 |
) |
Write-down of inventories |
|
|
444 |
|
|
|
2,471 |
|
Impairment of property and equipment |
|
|
— |
|
|
|
530 |
|
Impairment of ROU asset |
|
|
113 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable and other receivables |
|
|
184 |
|
|
|
592 |
|
Inventories |
|
|
(2,419 |
) |
|
|
1,118 |
|
Prepaid expenses and other current assets |
|
|
1 |
|
|
|
91 |
|
Other noncurrent assets |
|
|
2 |
|
|
|
16 |
|
Accounts payable and accrued expenses |
|
|
(522 |
) |
|
|
(757 |
) |
Amounts due to related parties |
|
|
10 |
|
|
|
(16 |
) |
Other current liabilities |
|
|
— |
|
|
|
6 |
|
Operating lease payments |
|
|
(764 |
) |
|
|
(932 |
) |
Net cash used in operating activities |
|
|
(15,294 |
) |
|
|
(13,977 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from sale of property and equipment |
|
|
115 |
|
|
|
920 |
|
Proceeds from sale of Verdeca — earn-out received |
|
|
569 |
|
|
|
569 |
|
Proceeds from sale of investments |
|
|
2,502 |
|
|
|
— |
|
Purchases of property and equipment |
|
|
(5 |
) |
|
|
(72 |
) |
Purchases of investments |
|
|
(7,525 |
) |
|
|
— |
|
Net cash (used in) provided by investing activities |
|
|
(4,344 |
) |
|
|
1,417 |
|
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 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 |
|
|
(14,126 |
) |
|
|
(8,041 |
) |
Cash and cash equivalents — beginning of period |
|
|
20,644 |
|
|
|
28,685 |
|
Cash and cash equivalents — end of period |
|
$ |
6,518 |
|
|
$ |
20,644 |
|
3
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
|
|
|
|
|
|
||
Cash paid for interest |
|
$ |
— |
|
|
$ |
1 |
|
NONCASH TRANSACTIONS: |
|
|
|
|
|
|
||
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 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 property and equipment in accounts receivable and other receivables |
|
$ |
8 |
|
|
$ |
19 |
|
Warrant and option modifications included in Valuation loss on March 2023 PIPE |
|
$ |
404 |
|
|
$ |
— |
|
# # #
4
