Washington, D.C. 20549





Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: March 30, 2021

(Date of earliest event reported)


Arcadia Biosciences, Inc.

(Exact name of registrant as specified in its charter)








(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)


202 Cousteau Place, Suite 105

Davis, CA 95618

(Address of principal executive offices, including zip code)

(530) 756-7077

(Registrant’s telephone number, including area code)


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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communication 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





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 March 30, 2021, Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and year ended December 31, 2020. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information furnished in this Form 8-K and the press release attached as Exhibit 99.1 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 and in the press release attached as Exhibit 99.1 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.





Exhibit No.







Arcadia Biosciences Announces Fourth-Quarter and Full Year 2020 Financial Results and Business Highlights



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 hereunto duly authorized.










Date: March 30, 2021









Pamela Haley





Chief Financial Officer




Arcadia Biosciences (RKDA) Announces Fourth-Quarter and Full-Year 2020 Financial Results and Business Highlights


– Record revenues, up six-fold over prior year –

Strong balance sheet entering 2021 –

Expanded product offerings –



DAVIS, Calif. (March 30, 2021) Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a leader in science-based approaches to enhancing the quality and nutritional value of crops and food ingredients, today released its financial and business results for the fourth quarter and full year of 2020.


“2020 was a remarkable year for Arcadia, as we achieved record revenues and greatly strengthened our financial wherewithal, said Matt Plavan, CEO of Arcadia. “We also established new direct-to-consumer sales channels, introduced new consumer products, enhanced our IP portfolio and fundamentally evolved to a viable commercial enterprise.


“All of this progress in 2020, despite the pandemic, underscores our agility, fortitude and commitment to advancing the transformation of our proprietary innovations into good-for-you foods and wellness products that both fulfill our mission – Healthy people. Healthy planet. – and bring superior returns to our shareholders,” he continued. “We enter 2021 well-funded, well-equipped and highly enthusiastic.”



2020 Key Operating and Business Highlights


GoodWheatTM Platform of Non-GMO Specialty Wheat Ingredients


During 2020, consumer demand for pantry staples like pasta and flour increased significantly, as did e-commerce as a means of consumer procurement, which bodes well for Arcadia’s strategy decision to focus on direct-to-consumer sales for GoodWheat, both on-line and through direct retail. The company began developing the necessary capabilities to access consumers more broadly via e-commerce and retail channels in 2021.



Partnership with Three Farm DaughtersTM to Develop and Market GoodWheat Products.  Arcadia announced a strategic business venture with Three Farm Daughters, a majority female-owned North Dakota-based consumer food company, to develop and market food



products using Arcadia’s patented non-GMO GoodWheat technology. The companies launched multiple Three Farm Daughters-branded food products, including pastas and flour, that leverage the enhanced nutritional profiles of GoodWheat ingredients. In Q4 of 2020 Arcadia began designing the fundamental building blocks for a successful e-commerce and retail strategy for its GoodWheat pastas and flour, initiating online sales through the Three Farm Daughters website, Amazon and retail sales with a regional grocery chain in North Dakota and Minnesota. This entailed the development of 1) the “powered by” GoodWheat brand positioning, 2) the development of the Three Farm Daughters consumer brand positioning, 3) Design of the back-end e-commerce website functionality, as well as aligning the co-manufacturing supply chain and consumer packaging design. GoodWheat pastas and flour are now being sold in 38 regional grocers and retail stores throughout North Dakota and Minnesota. A sales channel partner was identified to develop a strategy for optimizing distribution and building retail sales in 2021.



Collaboration with GoodMills to Sell GoodWheat in Europe. Through a collaboration with GoodMills Innovation, an affiliate of GoodMills Group, Europe’s largest milling company, Arcadia plans to commercialize GoodWheat varieties across Europe, introducing uniquely healthy products for the retail, consumer and food service sectors beginning in 2021. GoodMills Innovation is recognized as one of the world’s leading innovators in grain-based ingredients that are both highly functional and nutritional.



Expansion of Intellectual Property Protection for GoodWheat Portfolio. Arcadia strengthened its intellectual property and GoodWheat technology portfolio with 10 additional patents in 2020. The new patents bring the total number of patents in Arcadia’s GoodWheat portfolio of non-GMO wheat varieties to 28. Key patents include U.S. patents for extending the shelf life of whole wheat by minimizing hydrolytic and oxidative rancidity, a U.S. patent for an allele that improves yield in high fiber, resistant starch wheat, and U.S. and Australian patents for non-GMO herbicide tolerant wheat. The company also received notices of allowance for three additional patents extending earlier claims surrounding the extended shelf life of wheat and reduced gluten grains.  


GoodHempTM Portfolio of Genetically Superior Hemp Seeds


Despite the opaque regulatory framework for CBD in 2020, industry expectations for hemp derived products remains exceptional. Significant fundamentals were established to enable the company to serve the CBD hemp seed and extract markets as expected regulations governing commerce are implemented.      


Acquisition of Innovative Hemp Seed Breeding Company.  Arcadia closed a transaction with Industrial Seed Innovations (ISI), an Oregon-based industrial hemp breeding and seed company, to acquire its commercial and genetic assets, including seed varieties, germplasm library and intellectual property. ISI’s popular Rogue and Umpqua seed varieties became part of Arcadia’s GoodHemp portfolio of genetically superior hemp seeds, transplants and extracts. The acquisition significantly broadens and accelerates commercialization of Arcadia’s hemp-related breeding platform and established a breeding research and development facility in the Pacific Northwest, a key hemp production area.




Tritium 3H to Distribute GoodHemp in Canada.  In the fourth quarter of 2020, Arcadia signed a distribution agreement with Tritium 3H, Inc. (T3H), a Canadian hemp seed company that specializes in hemp field testing, certified seed production, commercialization and distribution of industrial hemp varieties for the Canadian market. T3H will distribute Arcadia’s GoodHemp seed varieties and genetics in Canada once they have been certified by the Association of Official Seed Certifying Agencies (AOSCA) and Health Canada. This agreement solidifies Arcadia’s plans to accelerate the commercialization of its hemp genetics internationally and affirms market demand for the GoodHemp portfolio of superior hemp varieties.



Archipelago VenturesTM Partnered with Vivion Specialties, Inc®. to Distribute Hawaiian Hemp Products in North America. Archipelago Ventures, a joint venture between Arcadia and Legacy Ventures Hawaii, announced a new partnership with Vivion Specialties, Inc. (VSI), a North American specialty ingredient supplier in the first quarter of 2020. VSI will serve as Archipelago’s North American distributor, managing the stateside marketing and sales of sun-grown Hawaiian hemp ingredients in key markets like food and beverage, human and pet nutrition and personal care. VSI has a network of 18 sales regions in the U.S. and Canada and is known for its proprietary VivAssure® purity validation process, which tests every ingredient and provides a detailed Certificate of Analysis of its contents. The collaboration will deliver rigorously tested and lab-certified CBD ingredients, providing high quality and transparency for discerning retailers and shoppers throughout North America.


HB4® Drought and Herbicide Tolerant Soybeans


The strategic transaction with Bioceres provided a number of favorable results for Arcadia including, significant non-dilutive liquidity, a strong return on investment, a reduction in forward research and development costs, and a streamlining of management focus towards the wheat and hemp businesses at a critical commercial inflection point.



Strategic Transactions with Bioceres Crop Solutions® (BIOX).  Arcadia closed a series of strategic transactions with BIOX in the fourth quarter, including the sale of its membership interest in Verdeca®, a soybean joint venture the two companies formed in 2012. In another transaction, Bioceres acquired license rights to Arcadia’s GoodWheat technologies in South and Central America, for which Arcadia will receive future royalties on all sales. Arcadia received $6 million in cash, including reimbursement of transaction-related expenses and fees, with an additional $2 million in cash to be paid upon achievement by Verdeca of specific regulatory and commercial milestones. Arcadia also received 1.875 million unregistered shares of BIOX common stock and trait royalties of up to $10 million on HB4 soybean sales.


Other 2020 Highlights



Inclusion in Russell Microcap Index®. In June 2020, Arcadia joined the Russell Microcap Index (^RUMIC). Membership in the Index, which remains in place for one year, means automatic inclusion in the appropriate growth and value style indexes, which are widely



used by investment managers and institutional investors for index funds and as benchmarks for active investment strategies. Arcadia’s inclusion in the Russell Microcap Index will increase investor awareness and broaden its investor base at a time when the company is focused on scaling revenues through the sales of GoodHemp and GoodWheat seed and grain, as well as the introduction of its Hawaiian CBD products in 2020.



Financing Transactions Generated $17.3 Million in Gross Proceeds. Arcadia strengthened its balance sheet in 2020 through a common stock and warrant financing and two warrant exercise transactions totaling $17.3 million, providing additional cash resources to persevere through the headwinds of the COVID-19 pandemic. Proceeds from these transactions with current investors enabled the company to advance its growth strategy, fund product commercialization activities and transform its business through the potential acquisition of assets adding value and speed to its hemp products business.


Recent Highlights in 2021


Several achievements in the first quarter have positioned Arcadia well for shareholder value creation in 2021.



GoodHemp Seed Varieties Earn AOSCA Certification.  Arcadia announced in February that four of its GoodHemp varieties – Rogue, Umpqua, Santiam and Potomac –  have all passed the rigorous standards of the national Association of Official Seed Certifying Agencies (AOSCA) variety review board. The variety review is conducted by representatives of seed certifying agencies, academia, the seed industry and USDA to make certain new varieties are distinct, uniform and stable. AOSCA certification signifies to the industry that GoodHemp seed is produced to the highest standards for genetic purity, uniformity, high germination and feminization rates and varietal identity. It also enables sales in states such as Florida, that require AOSCA certified hemp seed for planting.



Leading Consumer Food Industry Executive Joins Board.  Debbie Carosella, a prominent consumer food industry executive, joined Arcadia’s board of Directors in February 2021. Carosella is the former CEO of Madhava Natural Sweeteners, a company that provides natural alternatives to refined sugars and artificial sweeteners. A recognized leader in the natural and organic food industry, she previously served as the senior vice president of innovation for Dean Foods/ WhiteWave Foods where she led the development of value-added brands across the company. Prior to that, Carosella was on the executive leadership team at ConAgra Foods where she was both a general manager and innovator for numerous brands in a multitude of food categories.



$25.1 Million Private Placement Priced At the Market. In January 2021, Arcadia closed a private placement priced at-the-market with proceeds of $25.1 million. The funds will be used for general corporate purposes, including building Arcadia’s  global GoodWheat family of consumer brands, development of its e-commerce, direct-to-consumer digital marketing infrastructure to launch its Three Farm Daughters branded pasta and flour products, and to



fund its Archipelago Ventures Hawaiian hemp cultivation and mainland CBD extraction operations.



E-commerce and Retail Platforms Established for GoodWheat Pasta and Flour. Arcadia entered 2021 with a functioning e-commerce website, and an SEO and digital media marketing plan to begin the design, test, and prove cycles needed to confirm its e-commerce scale-up strategy. The company began that effort in mid-February of this year. Initial results were very favorable in driving traffic to the site, but initially, with sub-par sales conversion. Modifications were made to the SEO formulas and the company is now seeing much better conversion rates. Arcadia is continuing its optimization efforts and expects to substantially increase ad spend in late April and May in an effort to drive increased sales volumes.  



Arcadia Biosciences, Inc.

Financial Snapshot


($ in thousands)



Three months ended Dec 31


Twelve months ended Dec 31



















Total Revenues










Total Operating Expenses










Income (Loss) From Operations










Net Income (Loss) Attributable to Common Stockholders













Arcadia’s revenues for 2020 were predominately comprised of license revenue generated from the series of transactions executed with Bioceres in November 2020. The remaining revenues were largely the result of GLA product revenues. As expected, revenues from legacy sources continued to wind down during the year and revenues from new wheat and hemp products are poised for meaningful growth in 2021.


In the fourth quarter of 2020, revenues were $7.1 million, compared to $416,000 in the fourth quarter of 2019. Annual revenues for 2020 increased to $8.0 million from $1.2 million during the same period of 2019. The quarter-over-quarter and annual results were largely driven by the license revenue generated from Bioceres, along with higher GLA product revenues.



Operating Expenses

Operating expenses for the fourth quarter and year ended December 31, 2020 were $(0.3) million and $20.8 million, compared to $4.4 million and $20.6 million for the fourth quarter and year ended December 31, 2019. In the fourth quarter of 2020, operating expenses included an $8.8 million gain on the sale of its membership interests in Verdeca. Operating expenses for 2019 includes a $1.0 million non-cash fair value gain recognized during the fourth quarter. The non-cash gain was the result of a reduction in the fair value of Arcadia’s contingent consideration liability.


Research and development (R&D) spending increased by $214,000 and $826,000 for the fourth quarter and year end December 31, 2020 compared to the same periods in 2019, primarily due to additional hemp development activities and higher employee-related expenses, partially offset by less Verdeca-related costs.


General and administrative (SG&A) expenses for the fourth quarter and year ended December 31, 2020 were $1.6 million and $2.9 million higher than for the fourth quarter and year ended December 31, 2019, primarily the result of additional employee-related expenses, consulting fees and stock compensation expenses, as well as increased marketing and public relations activities.


Cost of product revenues was $1.2 million higher in the fourth quarter of 2020 than in the fourth quarter of 2019 due to the write down of hemp seed and wheat inventory and $4.3 million higher for the year for this reason, along with write-downs in previous quarters resulting from the destruction of hemp biomass and hemp seeds that did not meet quality specifications.


Net Loss Attributable to Common Stockholders

Net income for the fourth quarter of 2020 was $10.0 million, or a gain of $0.90 per share, compared to the $6.2 million loss recognized in the fourth quarter of 2019. Net loss for the year was $4.7 million, or ($0.47) per share, compared to the net loss of $28.8 million in 2019. Annual 2020 included $6.8 million of license revenue and $8.8 million of gain recognized on the sale of Verdeca to Bioceres as part of the transactions with Bioceres executed in the fourth quarter of 2020. There were no similar transactions during 2019. The change in the fair value of the common stock warrant liabilities for the year was a gain of $6.6 million in 2020 compared to a loss of $9.2 million in 2019, the difference driven by a lower ending stock price and fewer warrants outstanding at December 31, 2020 as compared to 2019


Conference Call and Webcast

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


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


U.S. Toll-Free Dial-In:   +1-844-243-4690

International Dial-In:     +1-225-283-0138

Passcode:                     3439747



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.

Arcadia Biosciences (Nasdaq: RKDA) is a leader in science-based approaches to enhancing the quality and nutritional value of crops and food ingredients. The company’s GoodWheat™ branded ingredients deliver health benefits to consumers and enable consumer packaged goods companies to differentiate their brands in the marketplace. The company’s GoodHemp™  seed catalog delivers genetically superior hemp seeds, transplants and extracts, applying the company’s proprietary crop innovation technology, ArcaTech™, to an emerging crop. 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 long-term financial success and ongoing plans, development and commercialization of products, hemp regulations, the use and adequacy of capital, company traits, and collaborations. 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’ 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, and changes to such laws and regulations; the potential impact of COVID-19 on our business; 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 that will be set forth in its Form 10-K for the year ended December 31, 2020, 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:

Pam Haley




Arcadia Biosciences, Inc.

Consolidated Balance Sheets


(In thousands, except share data)


As of December 31,







Current assets:



Cash and cash equivalents

$             14,042

$             8,417

Short-term investments



Accounts receivable



Inventories, net — current



Prepaid expenses and other current assets



Total current assets



Restricted cash


Property and equipment, net



Right of use asset



Inventories, net — noncurrent





Intangible assets, net


Other noncurrent assets



Total assets

$           47,348

$           32,574

Liabilities and stockholders’ equity



Current liabilities:



Accounts payable and accrued expenses

$             4,105

$             4,685

Amounts due to related parties



Debt – current



Unearned revenue — current



Operating lease liability – current



Other current liabilities



Total current liabilities



Debt – noncurrent



Operating lease liability – noncurrent



Common stock warrant liabilities



Other noncurrent liabilities



Total liabilities



Stockholders’ equity:



Common stock, $0.001 par value — 150,000,000 shares authorized as of December 31, 2020 and December 31, 2019; 13,450,861 and 8,646,149 shares issued and outstanding as of December 31, 2020 and December 31, 2019, respectively.



Additional paid-in capital



Accumulated other comprehensive income


Accumulated deficit



Total Arcadia Biosciences stockholders’ equity



Non-controlling interest



Total stockholders' equity



Total liabilities and stockholders’ equity

$           47,348

$           32,574



Arcadia Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Loss


(In thousands, except share and per share data)



Year Ended December 31,








$              1,044

$              814






Contract research and government grants



Total revenues



Operating expenses (income):



Cost of product revenues



Research and development



Gain on sale of Verdeca


Change in fair value of contingent consideration


Selling, general and administrative



Total operating expenses



Loss from operations



Interest expense



Other income, net



Change in fair value of common stock warrant liabilities



Loss on extinguishment of warrant liability



Offering costs



Net loss before income taxes



Income tax provision



Net loss



Net loss attributable to non-controlling interest



Net loss attributable to common stockholders

$       (4,655)

$       (28,805)

Net loss per share attributable to common stockholders:



Basic and diluted

$           (0.47)

$         (4.53)

Weighted-average number of shares used in per share calculations:


Basic and diluted



Other comprehensive (loss) income, net of tax



Unrealized (losses) gains on securities



Other comprehensive (loss) income



Comprehensive loss attributable to common stockholders

$       (4,656)

$       (28,804)



Arcadia Biosciences, Inc.

Consolidated Statements of Cash Flows


(In thousands)



Year Ended December 31,







Net loss

$      (6,026)

$      (28,873)

Adjustments to reconcile net loss to cash used in operating activities:



Change in fair value of common stock warrant liabilities



Change in fair value of contingent consideration



Offering costs





Amortization of intangible assets


Lease amortization



(Gain) Loss on disposal of equipment



Net amortization of investment premium



Stock-based compensation



Gain on sale of Verdeca


Corporate securities received in exchange for license agreement


Unrealized gain on corporate securities


Write down of inventory



Loss on extinguishment of warrant liability


Deferred income taxes


Changes in operating assets and liabilities:



Accounts receivable



Unbilled revenue





Prepaid expenses and other current assets



Other noncurrent assets



Accounts payable and accrued expenses



Amounts due to related parties



Unearned revenue



Other current liabilities



Operating lease payments



Net cash used in operating activities






Proceeds from sale of property and equipment



Purchases of property and equipment



Proceeds from sale of Verdeca


Acquisitions, net of cash acquired


Purchases of investments



Proceeds from sales and maturities of investments



Net cash provided by (used in) investing activities







Payments of offering costs relating to June 2018 Offering


Proceeds from issuance of common stock and warrants from June 2019 Offering


Payments of offering costs relating to June 2019 Offering


Proceeds from issuance of common stock and warrants from September 2019 Offering


Payments of offering costs relating to September 2019 Offering


Proceeds from issuance of common stock and warrants from December 2020 Offering



Payments of offering costs relating to December 2020 Offering


Proceeds from borrowings


Payments of transaction costs relating to extinguishment of warrant liability


Principal payments on notes payable



Proceeds from exercise of warrants



Proceeds from exercise of stock options and purchases through ESPP



Capital contributions received from non-controlling interest



Net cash provided by financing activities



Net increase (decrease) in cash,  cash equivalents and restricted cash



Cash, cash equivalents and restricted cash — beginning of period



Cash, cash equivalents and restricted cash — end of period


$          8,417




Cash paid for interest


$                 4

Cash paid for taxes






Offering costs in accounts payable and accrued expenses at end of period


Shares of common stock issued at closing of ISI transaction


Common stock warrants issued to placement agent and included in offering costs related to December 2020 Purchase Agreement



Common stock warrants issued to placement agent and included in offering costs related to May 2020 Warrant Transaction



Common stock warrants issued to placement agent and included in offering costs related to July 2020 Warrant Transaction


Common stock warrants issued to placement agent and included in offering costs related to June 2019 Offering


Common stock warrants issued to placement agent and included in offering costs related to September 2019 Offering


Reclassification of common stock warrant liability balance with warrant exercises


Right of use assets obtained in exchange for new operating lease liabilities



Right of use assets obtained through modification of existing lease agreement



Fixed assets acquired with notes payable



Purchases of fixed assets included in accounts payable and accrued expenses




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