Arcadia Biosciences, Inc. (Form: 8-K, Received: 05/12/2022 16:11:27)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 12, 2022

Arcadia Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37383	81-0571538
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

202 Cousteau Place Suite 105
Davis, California		95618
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 530 756-7077

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	RKDA	The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 12, 2022, Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the first quarter ended March 31, 2022. A copy of the press release is furnished as Exhibit 99.1, and the Company's annual financial information tables are furnished as Exhibit 99.2, to this Current Report on Form 8-K and are incorporated herein by reference.

The information furnished in this Form 8-K, the press release attached as Exhibit 99.1, and the financial information attached as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02, in the press release attached as Exhibit 99.1, and in the financial information attached as Exhibit 99.2, shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

99.1		Arcadia Biosciences Announces First-Quarter 2022 Financial Results and Business Highlights
99.2		Arcadia Biosciences First-Quarter 2022 Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			ARCADIA BIOSCIENCES, INC.

Date:	May 12, 2022	By:	/s/ PAMELA HALEY
			Pamela Haley, Chief Financial Officer

Exhibit 99.1

Arcadia Biosciences (RKDA) Announces First Quarter 2022

Financial Results

– Sales increased 48% from Q4 2021 –

– First retail orders of Good WheatTM pasta shipped –

-- HB4® soybeans approved in China, $2M milestone anticipated --

DAVIS, Calif. (May 12, 2022) – Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative, plant-based health and wellness products, today released its financial and business results for the first quarter of 2022.

“Arcadia is starting to see the fruits of all its labor over the last year as we transitioned to a CPG-driven company and right-sized the organization,” said Stan Jacot, president and CEO of Arcadia Biosciences. “Sales have increased 48% compared to last quarter with a more agile organization and the lowest infrastructure costs since 2019. And our Q1 year-over-year sales have increased nearly 300%, due to the acquisition of Arcadia Wellness brands Zola® coconut water, ProVaultTM CBD-infused sports performance formulas, and SoulSpringTM and Saavy Naturals®bath and body care products.

“In addition, we shipped our first orders of GoodWheatTM pasta to retail customers, and our e-commerce launch through Amazon is on track for early June,” Jacot added. “Our non-GMO GoodWheat pasta is made with just one simple ingredient – our superior wheat grain – with four times the fiber of regular pasta and nine grams of protein per serving. Our initial launch includes five of the best-selling pasta varieties: penne, spaghetti, fettuccine, elbow and rotini.”

Recently, Arcadia’s former joint venture partner Bioceres (Nasdaq: BIOX) announced that China’s Ministry of Agriculture has publicly communicated its decision to approve soybeans produced using Bioceres’ HB4®technology for import and use as food and feed. Once finalized, this will trigger four quarterly milestone payments to Arcadia totaling $2 million. Arcadia will also receive 6% royalties on future Bioceres HB4 net revenue, up to $10 million.

Arcadia Biosciences, Inc.

Financial Snapshot

(Unaudited)

($ in thousands)


	Three Months Ended March 31,
	2022			2021			Favorable / (Unfavorable)
							$			%
Total revenues		3,220			828			2,392			289	%
Total operating expenses		7,843			6,154			(1,689	)		(27	)%
(Loss) from operations		(4,623	)		(5,326	)		703			13	%
Net (loss) income attributable to common stockholders		(4,488	)		2,058			(6,546	)		(318	)%

More detailed financial statements are included in the Form 8-K filed today, available in the Investors section of the company’s website under SEC Filings.

Revenues

In the first quarter of 2022, revenues were $3.2 million, compared to revenues of $828,000 in the first quarter of 2021. The $2.4 million quarter-over-quarter increase was driven by GoodWheat grain sales and by the newly acquired lines of products of Arcadia Wellness, which were not present in the first quarter of 2021.

Operating Expenses

In the first quarter of 2022, operating expenses were $7.8 million, compared to $6.2 million in the first quarter of 2021. Cost of revenues was $3.5 million in the first quarter of 2022 compared to $856,000 in the first quarter of 2021, as a result of additional sales and higher inventory write-downs quarter over quarter. Research and development (R&D) spending decreased by $764,000 in the first quarter of 2022, compared to the first quarter of 2021. The decrease was largely driven by the company’s focus on commercialization, which led to lower R&D employee-related expenses and activity costs. Selling, general and administrative (SG&A) costs for the first quarter of 2022 were $280,000 higher than the first quarter of 2021, primarily due to higher employee expenses and increased commercial and consulting activities in preparation for new product launches.

Net (Loss) Income Attributable to Common Stockholders

Net loss attributable to common stockholders for the first quarter of 2022 was ($4.5) million, or ($0.20) per share, compared to the $2.1 million, or $0.11 per share, of net income for the first quarter of 2021. The first quarter of 2022 included a $328,000 gain on the sale of property and equipment, while the first quarter of 2021 included $322,000 of non-cash income recognized as a result of the decrease in the fair value of common stock warrant liabilities, in addition to non-cash income of $7.5 million for the increase in the fair market value of the shares of Bioceres stock held.

Conference Call and Webcast

The company has scheduled a conference call for 4:30 p.m. Eastern (1:30 p.m. Pacific) today, May 12, to discuss first quarter financial results and key strategic achievements.

Interested participants can join the conference call using the following numbers:

U.S. Toll-Free Dial-In: +1-866-374-5140

International Dial-In: +1-404-400-0571

Passcode: 19987961

A live webcast of the conference call will be available on the “Investors” section of Arcadia’s website at www.arcadiabio.com. Following completion of the call, a recorded replay will be available on the company’s investor website.

About Arcadia Biosciences, Inc.

With origins as a trailblazing developer of science-based approaches to enhancing the quality and nutritional value of crops and food ingredients, Arcadia Biosciences (Nasdaq: RKDA) is now a producer of innovative, plant-based health and wellness products, which include GoodWheat™, Zola® coconut water, ProVault™, SoulSpring™ and Saavy Naturals®. The company’s growing number of innovative offerings are designed to enhance quality and health benefits in an array of consumer product categories. For more information, visit www.arcadiabio.com.

Safe Harbor Statement

“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release and the accompanying conference call contain forward-looking statements about the company and its products, including statements relating to the company’s expectation regarding its e-commerce launch through Amazon, the approval of HB4 Soy in China, and the company’s growth, financial success and commercialization of products. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: the company’s and its partners’ and affiliates’ ability to develop and sell commercial products incorporating its traits and to complete the regulatory review process for such products; the company’s compliance with laws and regulations that impact the company’s business, including the sale of products containing CBD, and changes to such laws and regulations; the growth of the global wheat market; our ability to continue to make acquisitions and execute on divestitures in accordance with our business strategy or effectively manage the growth from acquisitions; the potential impact of COVID-19 on our business; the achievement of the HB4 soybean milestone by Bioceres; and the company’s future capital requirements and ability to satisfy its capital needs. Further information regarding these and other factors that could affect the company’s financial results is included in filings the company makes with the Securities and Exchange Commission from time to time, including the section entitled “Risk Factors” and additional information set forth in its Form 10-K for the year ended December 31, 2021, and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. undertakes no duty to update this information.

Arcadia Biosciences Contact:

T.J. Schaefer

ir@arcadiabio.com

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Exhibit 99.2

Arcadia Biosciences, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)



	March 31, 2022			December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	24,551		$	28,685
Accounts receivable, net of allowance for doubtful accounts of $54 and $76 as of March 31, 2022 and December 31, 2021, respectively		2,768			1,370
Inventories, net — current		3,235			4,433
Assets held for sale		254			-
Prepaid expenses and other current assets		691			900
Total current assets		31,499			35,388
Property and equipment, net		1,468			2,291
Right of use asset		2,546			3,081
Inventories, net — noncurrent		2,656			2,494
Intangible assets, net		471			484
Other noncurrent assets		159			180
Total assets	$	38,799		$	43,918
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	3,440		$	3,638
Amounts due to related parties		69			64
Operating lease liability — current		1,036			1,074
Other current liabilities		264			264
Total current liabilities		4,809			5,040
Operating lease liability — noncurrent		1,709			2,220
Common stock warrant liabilities		—			3,392
Other noncurrent liabilities		2,039			2,070
Total liabilities		8,557			12,722
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock, $0.001 par value—150,000,000 shares authorized as of March 31, 2022 and December 31, 2021; 22,188,918 and 22,184,235 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively		63			63
Additional paid-in capital		277,169			257,515
Accumulated deficit		(246,971	)		(226,485	)
Total Arcadia Biosciences stockholders’ equity		30,261			31,093
Non-controlling interest		(19	)		103
Total stockholders' equity		30,242			31,196
Total liabilities and stockholders’ equity	$	38,799		$	43,918

Arcadia Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

(In thousands, except share data and per share data)


	Three Months Ended March 31,
		2022			2021
Revenues:
Product	$	3,170		$	803
Royalty		50			25
Total revenues		3,220			828
Operating expenses (income):
Cost of revenues		3,458			856
Research and development		395			1,159
Change in fair value of contingent consideration		(31	)		(140	)
Impairment of property and equipment		—			210
Gain on sale of property and equipment		(328	)		—
Selling, general and administrative		4,349			4,069
Total operating expenses		7,843			6,154
Loss from operations		(4,623	)		(5,326	)
Interest expense		(1	)		(9	)
Other income, net		14			7,463
Change in fair value of common stock warrant liabilities		—			322
Issuance and offering costs		—			(769	)
Net (loss) income before income taxes		(4,610	)		1,681
Income tax provision		—			—
Net (loss) income		(4,610	)		1,681
Net loss attributable to non-controlling interest		(122	)		(377	)
Net (loss) income attributable to common stockholders	$	(4,488	)	$	2,058
Net (loss) income per share attributable to common stockholders:
Basic	$	(0.20	)	$	0.11
Diluted	$	(0.20	)	$	0.11
Weighted-average number of shares used in per share calculations:
Basic		22,186,993			18,970,250
Diluted		22,186,993			19,042,962

Arcadia Biosciences, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)


	Three Months Ended March 31,
		2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) income	$	(4,610	)	$	1,681
Adjustments to reconcile net loss to cash used in operating activities:
Change in fair value of common stock warrant liabilities		—			(322	)
Change in fair value of contingent consideration		(31	)		(140	)
Issuance and offering costs		—			769
Depreciation		149			236
Amortization of intangible assets		13			20
Lease amortization		166			289
Gain on disposal of property and equipment		(328	)		—
Stock-based compensation		260			325
Unrealized gain on corporate securities		—			(7,463	)
Write-down of fixed assets		—			210
Write-down of inventory		368			160
Changes in operating assets and liabilities:		—			—
Accounts receivable		(1,398	)		293
Inventories		669			184
Prepaid expenses and other current assets		208			(90	)
Other noncurrent assets		22			—
Accounts payable and accrued expenses		(198	)		(591	)
Amounts due to related parties		5			(54	)
Unearned revenue		—			55
Other current liabilities		-			3
Operating lease payments		(180	)		(272	)
Net cash used in operating activities		(4,885	)		(4,707	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment		787			—
Purchases of property and equipment		(40	)		(485	)
Net cash provided by (used in) investing activities		747			(485	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock and warrants from January 2021 PIPE securities purchase agreement		—			25,147
Payments of offering costs relating to January 2021 PIPE securities purchase agreement		—			(1,912	)
Principal payments on debt		—			(2,009	)
Proceeds from ESPP purchases		4			21
Capital contributions received from non-controlling interest		—			750
Net cash provided by financing activities		4			21,997
Net (decrease) increase in cash and cash equivalents		(4,134	)		16,805
Cash and cash equivalents — beginning of period		28,685			16,043
Cash and cash equivalents — end of period	$	24,551		$	32,848
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	$	1		$	19
NONCASH INVESTING AND FINANCING ACTIVITIES:
Common stock warrant liabilities reclassified to equity upon adoption of ASU 2020-06	$	3,392		$	—
Common stock warrants issued to placement agent and included in offering costs related to January 2021 PIPE securities purchase agreement	$	—		$	942
Purchases of fixed assets included in accounts payable and accrued expenses	$	—		$	25

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