Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
|
|
September 30, 2024 |
|
|
December 31, 2023 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
3,936 |
|
|
$ |
6,518 |
|
Short-term investments |
|
|
2,640 |
|
|
|
5,124 |
|
Accounts receivable and other receivables, net of allowance for doubtful accounts of |
|
|
882 |
|
|
|
506 |
|
Inventories — current |
|
|
835 |
|
|
|
837 |
|
Assets held for sale |
|
|
— |
|
|
|
51 |
|
Note receivable — current |
|
|
1,827 |
|
|
|
— |
|
Prepaid expenses and other current assets |
|
|
521 |
|
|
|
807 |
|
Current assets of discontinued operations — GoodWheat |
|
|
70 |
|
|
|
1,129 |
|
Total current assets |
|
|
10,711 |
|
|
|
14,972 |
|
Property and equipment, net |
|
|
55 |
|
|
|
70 |
|
Right of use asset |
|
|
306 |
|
|
|
792 |
|
Inventories — noncurrent |
|
|
— |
|
|
|
196 |
|
Intangible assets, net |
|
|
39 |
|
|
|
39 |
|
Note receivable — noncurrent |
|
|
3,966 |
|
|
|
— |
|
Other noncurrent assets |
|
|
164 |
|
|
|
164 |
|
Noncurrent assets of discontinued operations — GoodWheat |
|
|
— |
|
|
|
3,472 |
|
Total assets |
|
$ |
15,241 |
|
|
$ |
19,705 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
1,692 |
|
|
$ |
1,910 |
|
Amounts due to related parties |
|
|
30 |
|
|
|
58 |
|
Operating lease liability — current |
|
|
346 |
|
|
|
852 |
|
Other current liabilities |
|
|
260 |
|
|
|
270 |
|
Current liabilities of discontinued operations — GoodWheat |
|
|
— |
|
|
|
500 |
|
Total current liabilities |
|
|
2,328 |
|
|
|
3,590 |
|
Operating lease liability — noncurrent |
|
|
— |
|
|
|
155 |
|
Common stock warrant and option liabilities |
|
|
764 |
|
|
|
1,257 |
|
Other noncurrent liabilities |
|
|
2,000 |
|
|
|
2,000 |
|
Total liabilities |
|
|
5,092 |
|
|
|
7,002 |
|
Commitments and contingencies (Note 14) |
|
|
|
|
|
|
||
Stockholders’ equity: |
|
|
|
|
|
|
||
Common stock, $0.001 par value—150,000,000 shares authorized; 1,364,940 and 1,285,337 |
|
|
65 |
|
|
|
65 |
|
Additional paid-in capital |
|
|
284,919 |
|
|
|
284,515 |
|
Accumulated other comprehensive income |
|
|
117 |
|
|
|
101 |
|
Accumulated deficit |
|
|
(274,814 |
) |
|
|
(271,840 |
) |
Total stockholders’ equity |
|
|
10,287 |
|
|
|
12,841 |
|
Non-controlling interest |
|
|
(138 |
) |
|
|
(138 |
) |
Total stockholders' equity |
|
|
10,149 |
|
|
|
12,703 |
|
Total liabilities and stockholders’ equity |
|
$ |
15,241 |
|
|
$ |
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 September 30, |
|
|
Nine Months Ended September 30, |
|
||||||||||
|
|
|
2024 |
|
|
|
2023 |
|
|
|
2024 |
|
|
|
2023 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
1,537 |
|
|
$ |
1,298 |
|
|
$ |
3,829 |
|
|
$ |
3,667 |
|
License |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
10 |
|
Total revenues |
|
|
1,537 |
|
|
|
1,298 |
|
|
|
3,829 |
|
|
|
3,677 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues |
|
|
1,032 |
|
|
|
818 |
|
|
|
2,136 |
|
|
|
1,996 |
|
Research and development |
|
|
24 |
|
|
|
15 |
|
|
|
40 |
|
|
|
55 |
|
Gain on sale of intangible assets |
|
|
— |
|
|
|
— |
|
|
|
(4,000 |
) |
|
|
— |
|
Impairment of property and equipment |
|
|
— |
|
|
|
— |
|
|
|
36 |
|
|
|
— |
|
Selling, general and administrative |
|
|
2,241 |
|
|
|
1,862 |
|
|
|
6,986 |
|
|
|
6,535 |
|
Total operating expenses |
|
|
3,297 |
|
|
|
2,695 |
|
|
|
5,198 |
|
|
|
8,586 |
|
Loss from continuing operations |
|
|
(1,760 |
) |
|
|
(1,397 |
) |
|
|
(1,369 |
) |
|
|
(4,909 |
) |
Interest income |
|
|
233 |
|
|
|
133 |
|
|
|
428 |
|
|
|
538 |
|
Other income, net |
|
|
15 |
|
|
|
17 |
|
|
|
168 |
|
|
|
36 |
|
Valuation loss on March 2023 PIPE |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(6,076 |
) |
Change in fair value of common stock warrant and option liabilities |
|
|
330 |
|
|
|
608 |
|
|
|
493 |
|
|
|
5,965 |
|
Issuance and offering costs allocated to liability classified options |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(430 |
) |
Net loss from continuing operations before income taxes |
|
|
(1,182 |
) |
|
|
(639 |
) |
|
|
(280 |
) |
|
|
(4,876 |
) |
Income tax provision |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(1 |
) |
Net loss from continuing operations |
|
|
(1,182 |
) |
|
|
(639 |
) |
|
|
(280 |
) |
|
|
(4,877 |
) |
Net loss from discontinued operations — Body Care |
|
|
— |
|
|
|
(83 |
) |
|
|
— |
|
|
|
(591 |
) |
Net loss from discontinued operations — GoodWheat |
|
|
(430 |
) |
|
|
(1,845 |
) |
|
|
(2,694 |
) |
|
|
(5,665 |
) |
Net loss |
|
|
(1,612 |
) |
|
|
(2,567 |
) |
|
|
(2,974 |
) |
|
|
(11,133 |
) |
Net loss attributable to non-controlling interest |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(5 |
) |
Net loss attributable to common stockholders |
|
$ |
(1,612 |
) |
|
$ |
(2,567 |
) |
|
$ |
(2,974 |
) |
|
$ |
(11,128 |
) |
Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted from continuing operations |
|
$ |
(0.87 |
) |
|
$ |
(0.47 |
) |
|
$ |
(0.21 |
) |
|
$ |
(4.08 |
) |
Basic from discontinuing operations |
|
$ |
(0.32 |
) |
|
$ |
(1.42 |
) |
|
$ |
(1.98 |
) |
|
$ |
(5.24 |
) |
Net loss per basic and diluted share attributable to common stockholders |
|
$ |
(1.18 |
) |
|
$ |
(1.89 |
) |
|
$ |
(2.18 |
) |
|
$ |
(9.31 |
) |
Weighted-average number of shares used in per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic and diluted |
|
|
1,363,753 |
|
|
|
1,359,511 |
|
|
|
1,362,754 |
|
|
|
1,195,354 |
|
Other comprehensive income (loss), net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Unrealized gains on available-for-sale securities |
|
$ |
36 |
|
|
$ |
66 |
|
|
$ |
117 |
|
|
$ |
87 |
|
Reclassification adjustment for gains on available-for-sale securities included in net loss |
|
$ |
- |
|
|
$ |
— |
|
|
$ |
(111 |
) |
|
$ |
— |
|
Change in unrealized gains on available-for-sale securities |
|
$ |
36 |
|
|
$ |
66 |
|
|
$ |
6 |
|
|
$ |
87 |
|
Comprehensive loss |
|
$ |
(1,576 |
) |
|
$ |
(2,501 |
) |
|
$ |
(2,968 |
) |
|
$ |
(11,041 |
) |
2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Nine Months Ended September 30, |
|
|||||
|
|
|
2024 |
|
|
|
2023 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(2,974 |
) |
|
$ |
(11,133 |
) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
|
||
Change in fair value of common stock warrant and option liabilities |
|
|
(493 |
) |
|
|
(5,965 |
) |
Issuance and offering costs allocated to liability classified options |
|
|
— |
|
|
|
430 |
|
Valuation loss on March 2023 PIPE |
|
|
— |
|
|
|
6,076 |
|
Depreciation |
|
|
92 |
|
|
|
227 |
|
Lease amortization |
|
|
502 |
|
|
|
535 |
|
Amortization of note receivable discount |
|
|
(90 |
) |
|
|
— |
|
Gain on disposal of property and equipment |
|
|
(65 |
) |
|
|
(36 |
) |
Gain on sale of RS durum wheat trait |
|
|
(4,000 |
) |
|
|
— |
|
Stock-based compensation |
|
|
395 |
|
|
|
573 |
|
Write-down of inventories |
|
|
154 |
|
|
|
444 |
|
Impairment of property and equipment |
|
|
36 |
|
|
|
— |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
||
Accounts receivable and other receivables |
|
|
(445 |
) |
|
|
249 |
|
Inventories |
|
|
620 |
|
|
|
(1,388 |
) |
Prepaid expenses and other current assets |
|
|
287 |
|
|
|
(284 |
) |
Other noncurrent assets |
|
|
— |
|
|
|
(13 |
) |
Accounts payable and accrued expenses |
|
|
(719 |
) |
|
|
(300 |
) |
Amounts due to related parties |
|
|
(29 |
) |
|
|
(2 |
) |
Other current liabilities |
|
|
(11 |
) |
|
|
11 |
|
Operating lease liabilities |
|
|
(678 |
) |
|
|
(573 |
) |
Net cash used in operating activities |
|
|
(7,418 |
) |
|
|
(11,149 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from sale of property and equipment |
|
|
342 |
|
|
|
42 |
|
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 |
|
|
4,827 |
|
|
|
(4,396 |
) |
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 |
|
|
9 |
|
|
|
12 |
|
Net cash provided by financing activities |
|
|
9 |
|
|
|
5,512 |
|
Net decrease in cash and cash equivalents |
|
|
(2,582 |
) |
|
|
(10,033 |
) |
Cash and cash equivalents — beginning of period |
|
|
6,518 |
|
|
|
20,644 |
|
Cash and cash equivalents — end of period |
|
$ |
3,936 |
|
|
$ |
10,611 |
|
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 |
|
Right of use assets obtained in exchange for new operating lease liabilities |
|
$ |
86 |
|
|
$ |
— |
|
Note receivable recognized from sale of GoodWheat |
|
$ |
5,705 |
|
|
$ |
— |
|
# # #
3