UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One)
For the quarterly period ended
OR
For the transition period from to
Commission File Number:
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 6, 2022, the registrant had
Arcadia Biosciences, Inc.
FORM 10-Q FOR THE QUARTER ENDED March 31, 2022
INDEX
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Part I — |
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Financial Information (Unaudited) |
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Item 1. |
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Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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Part II — |
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Item 1. |
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Item 1A. |
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27 |
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Item 2. |
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27 |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
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28 |
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29 |
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ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Arcadia Biosciences, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
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March 31, 2022 |
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December 31, 2021 |
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Assets |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net of allowance for doubtful accounts of $ |
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Inventories, net — current |
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Assets held for sale |
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— |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Right of use asset |
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Inventories, net — noncurrent |
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Intangible assets, net |
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Other noncurrent assets |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders’ equity |
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Current liabilities: |
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Accounts payable and accrued expenses |
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$ |
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$ |
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Amounts due to related parties |
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Operating lease liability — current |
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Other current liabilities |
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Total current liabilities |
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Operating lease liability — noncurrent |
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Common stock warrant liabilities |
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— |
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Other noncurrent liabilities |
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Total liabilities |
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Stockholders’ equity: |
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Common stock, $ |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Total Arcadia Biosciences stockholders’ equity |
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Non-controlling interest |
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Total stockholders' equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
1
Arcadia Biosciences, Inc.
Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income
(Unaudited)
(In thousands, except share and per share data)
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Three Months Ended March 31, |
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2022 |
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2021 |
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Revenues: |
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Product |
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$ |
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$ |
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Royalty |
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Total revenues |
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Operating expenses (income): |
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Cost of revenues |
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Research and development |
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Change in fair value of contingent consideration |
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( |
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( |
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Impairment of property and equipment |
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— |
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Gain on sale of property and equipment |
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( |
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— |
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Selling, general and administrative |
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Total operating expenses |
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Loss from operations |
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( |
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( |
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Interest expense |
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Other income, net |
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Change in fair value of common stock warrant liabilities |
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— |
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Issuance and offering costs |
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— |
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( |
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Net (loss) income before income taxes |
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( |
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Income tax provision |
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— |
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Net (loss) income |
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Net loss attributable to non-controlling interest |
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Net (loss) income attributable to common stockholders |
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$ |
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$ |
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Net (loss) income per share attributable to common stockholders: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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Weighted-average number of shares used in per share |
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Basic |
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Diluted |
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See accompanying notes to the unaudited condensed consolidated financial statements.
2
Arcadia Biosciences, Inc.
Condensed Consolidated Statements of Stockholders’ Equity
(Unaudited)
(In thousands, except share data)
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Common Stock |
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Additional |
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Accumulated |
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Non- |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Interest |
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Equity |
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Balance at December 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Reclassification upon adoption of |
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— |
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— |
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$ |
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$ |
( |
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— |
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Issuance of shares related to employee stock |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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( |
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( |
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( |
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Balance at March 31, 2022 |
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$ |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Additional |
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Accumulated |
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Non- |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Interest |
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Equity |
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Balance at December 31, 2020 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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Issuance of shares related to the |
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— |
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— |
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Offering costs related to the January 2021 PIPE |
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— |
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— |
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( |
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— |
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— |
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( |
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Issuance of placement agent warrants related to |
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— |
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— |
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— |
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— |
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Issuance of shares related to employee stock |
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— |
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— |
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— |
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Non-controlling interest capital contribution |
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— |
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— |
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— |
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— |
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Stock-based compensation |
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— |
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— |
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— |
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— |
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Net income (loss) |
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— |
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— |
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— |
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( |
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Balance at March 31, 2021 |
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$ |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
3
Arcadia Biosciences, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
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Three Months Ended March 31, |
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2022 |
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2021 |
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CASH FLOWS FROM OPERATING ACTIVITIES: |
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Net (loss) income |
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$ |
( |
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$ |
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Adjustments to reconcile net loss to cash used in operating activities: |
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Change in fair value of common stock warrant liabilities |
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— |
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( |
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Change in fair value of contingent consideration |
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( |
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( |
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Issuance and offering costs |
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— |
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Depreciation |
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Amortization of intangible assets |
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Lease amortization |
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Gain on disposal of property and equipment |
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( |
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— |
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Stock-based compensation |
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Unrealized gain on corporate securities |
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— |
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( |
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Write-down of fixed assets |
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— |
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Write-down of inventory |
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Changes in operating assets and liabilities: |
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Accounts receivable |
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( |
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Inventories |
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Prepaid expenses and other current assets |
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( |
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Other noncurrent assets |
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— |
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Accounts payable and accrued expenses |
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( |
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( |
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Amounts due to related parties |
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( |
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Unearned revenue |
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— |
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Other current liabilities |
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— |
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Operating lease payments |
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( |
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( |
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Net cash used in operating activities |
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( |
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CASH FLOWS FROM INVESTING ACTIVITIES: |
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Proceeds from sale of property and equipment |
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— |
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Purchases of property and equipment |
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( |
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( |
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Net cash provided by (used in) investing activities |
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( |
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CASH FLOWS FROM FINANCING ACTIVITIES: |
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Proceeds from issuance of common stock and warrants from |
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— |
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Payments of offering costs relating to January 2021 PIPE |
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— |
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( |
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Principal payments on debt |
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— |
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Proceeds from ESPP purchases |
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Capital contributions received from non-controlling interest |
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— |
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Net cash provided by financing activities |
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Net (decrease) increase in cash and cash equivalents |
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( |
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Cash and cash equivalents — beginning of period |
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Cash and cash equivalents — end of period |
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$ |
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$ |
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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: |
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Cash paid for interest |
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$ |
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$ |
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NONCASH INVESTING AND FINANCING ACTIVITIES: |
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Common stock warrant liabilities reclassified to equity |
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$ |
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— |
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Common stock warrants issued to placement agent and included in offering |
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$ |
— |
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$ |
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Purchases of fixed assets included in accounts payable and accrued expenses |
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$ |
— |
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$ |
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See accompanying notes to the unaudited condensed consolidated financial statements.
4
Arcadia Biosciences, Inc.
Notes to Condensed Consolidated Financial Statements
(Unaudited)
1. Description of Business and Basis of Presentation
Organization
Arcadia Biosciences, Inc. (the "Company"), was incorporated in
The Company is a producer and marketer of innovative, plant-based health and wellness products. Its history as a leader in science-based approaches to developing high-value crop improvements, as well as nutritionally enhanced food ingredients and health and wellness products, has laid the foundation for its path forward. The Company used advanced breeding techniques to develop these proprietary innovations which are now being commercialized through the sales of seed and grain, as well as food ingredients and products. The recent acquisition of the businesses of Lief Holdings, LLC (“Lief”), EKO Holdings, LLC (“Eko”) and Live Zola, LLC (“Zola”) added bath and body care products, as well as coconut water, to the Company’s portfolio.
In May 2021, the Company’s wholly owned subsidiary Arcadia Wellness, LLC (“Arcadia Wellness” or “AW”, see Note 6), acquired the businesses of Eko, Lief, and Zola. The acquisition included consumer CBD brands like Soul Spring™, a CBD-infused botanical therapy brand in the natural category, Saavy Naturals™, a line of natural body care products and Provault™, a CBD-infused sports performance formula made with natural ingredients, providing effective support and recovery for athletes. Also included in the purchase is Zola, a coconut water sourced exclusively with sustainably grown coconuts from Thailand.
In August 2019, the Company entered into a joint venture agreement with Legacy Ventures Hawaii, LLC (“Legacy,” see Note 8) to grow, extract, and sell hemp products. The partnership Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic expertise and resources with Legacy’s experience in hemp extraction and sales. In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market.
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial statements and are in the form prescribed by the Securities and Exchange Commission (the “SEC”) in instructions to Form 10-Q and Rule 10-01 of Regulation S-X. In the opinion of management, the accompanying condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, considered necessary for a fair statement of the Company’s financial position, results of operations and cash flows for the periods indicated. All material intercompany accounts and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements include the accounts of the Company, Arcadia Wellness, and Archipelago.
The Company uses a qualitative approach in assessing the consolidation requirement for variable interest entities ("VIEs"). This approach focuses on determining whether the Company has the power to direct the activities of the VIE that most significantly affect the VIE’s economic performance and whether the Company has the obligation to absorb losses, or the right to receive benefits, that could potentially be significant to the VIE.
For all periods presented, the Company has determined that it is the primary beneficiary of Archipelago, a joint venture, as it has a controlling interest in Archipelago. Accordingly, the Company consolidates Archipelago in the condensed consolidated financial statements after eliminating intercompany transactions. For consolidated joint ventures, the non-controlling partner’s share of the assets, liabilities and operations of the joint venture is included in non-controlling interests as equity of the Company. The non-controlling partner’s interest is generally computed as the joint venture partner’s ownership percentage of Archipelago. Net loss attributable to non-controlling interest of $
The information included in these condensed consolidated financial statements and notes thereto should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein and Management’s Discussion and Analysis of Financial Condition and Results of Operations and the condensed consolidated financial statements and notes thereto for the fiscal year ended December 31, 2021 included in the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2022.
Liquidity, Capital Resources, and Going Concern
The accompanying condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities during the normal course of business. Since inception, the
5
Company has financed its operations primarily through equity and debt financings. As of March 31, 2022, the Company had an accumulated deficit of $
With cash and cash equivalents of $
The Company may seek to raise additional funds through debt or equity financings. The Company may also consider entering into additional partner arrangements. The sale of additional equity would result in dilution to the Company’s stockholders. The incurrence of debt would result in debt service obligations, and the instruments governing such debt could provide for additional operating and financing covenants that would restrict operations. If the Company does require additional funds and is unable to secure adequate additional funding at terms agreeable to the Company, the Company may be forced to reduce spending, extend payment terms with suppliers, liquidate assets, or suspend or curtail planned development programs. Any of these actions could materially harm the business, results of operations and financial condition.
2. Recent Accounting Pronouncements
In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. Additionally, the FASB issued ASU No. 2019-04, Codification Improvements to Topic 326 in April 2019 and ASU 2019-05, Financial Instruments — Credit Losses (Topic 326) — Targeted Transition Relief in May 2019. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance-sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. In November 2019, the FASB issued ASU No. 2019-10, which defers the effective date of ASU No. 2016-13 for smaller reporting companies to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2016-13 on the condensed consolidated financial statements.
In August 2020, the FASB issued ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40). The FASB Board is issuing this Update to address issues identified as a result of the complexity associated with applying GAAP for certain financial instruments with characteristics of liabilities and equity. In addressing the complexity, the FASB Board focused on amending the guidance on convertible instruments and the guidance on the derivatives scope exception for contracts in an entity’s own equity. ASU 2020-06 is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding entities eligible to be smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The amendments in this Update are effective for public business entities that meet the definition of a smaller reporting company, as defined by the SEC, for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. The Company early
In May 2021, the FASB issued ASU No. 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity's Own Equity (Subtopic 815-40): Issuer's Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. The amendments in this Update clarify and reduce diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. The amendments in this Update affect all entities that issue freestanding written call options that are classified in equity. The amendments in this Update are effective for all entities for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. The Company
6
3. Inventory
Inventory costs are tracked on a lot-identified basis and are included as cost of revenues when sold. Inventories are stated at the lower of cost or net realizable value. The Company makes adjustments to inventory when conditions indicate that the net realizable value may be less than cost due to physical deterioration, obsolescence, changes in price levels, or other factors. Additional adjustments to inventory are made for excess and slow-moving inventory on hand that is not expected to be sold within a reasonable timeframe to reduce the carrying amount to its estimated net realizable value. The write-downs to inventory are included in cost of revenues and are based upon estimates about future demand from the Company’s customers and distributors and market conditions. The Company recorded write-downs of wheat and body care inventories of $
Inventories, net consist of the following (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Goods in process |
|
|
|
|
|
|
||
Finished goods |
|
|
|
|
|
|
||
Inventories |
|
$ |
|
|
$ |
|
||
4. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Laboratory equipment |
|
$ |
|
|
$ |
|
||
Software and computer equipment |
|
|
|
|
|
|
||
Machinery and equipment |
|
|
|
|
|
|
||
Furniture and fixtures |
|
|
|
|
|
|
||
Vehicles |
|
|
|
|
|
|
||
Leasehold improvements |
|
|
|
|
|
|
||
Property and equipment, gross |
|
|
|
|
|
|
||
Less accumulated depreciation and amortization |
|
|
( |
) |
|
|
( |
) |
Property and equipment, net |
|
$ |
|
|
$ |
|
||
Depreciation expense was $
As of March 31, 2022, and December 31, 2021, respectively, there was $
We consider property and equipment to be assets held for sale when management approves and commits to a plan to dispose of a property or group of properties. The property and equipment held for sale prior to the sale date is separately presented, within current assets, on the condensed consolidated balance sheet as assets held for sale.
During the first quarter of 2022 management initiated the sale of property and equipment related to Archipelago, located in Hawaii. The Company completed the sale of a portion of such property and equipment with a gain on sale of property and equipment in the amount of $
5. Investments and Fair Value Instruments
Investments
The investments are carried at fair value, based on quoted market prices or other readily available market information. Unrealized and realized gains and losses are recognized as other income in the condensed consolidated statements of operations and comprehensive loss.
7
The following tables summarize the amortized cost and fair value of the investment securities portfolio at March 31, 2022 and December 31, 2021.
(Dollars in thousands) |
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
March 31, 2022 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Assets at Fair Value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
(Dollars in thousands) |
|
Amortized |
|
|
Unrealized |
|
|
Unrealized |
|
|
Estimated |
|
||||
December 31, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total Assets at Fair Value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
The Company did
Fair Value Measurement
The fair value of the investment securities at March 31, 2022 were as follows:
|
|
Fair Value Measurements at March 31, 2022 |
|
|||||||||||||
(Dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
|
|
|
|
— |
|
|
|
— |
|
|
|
|
||
Total Assets at Fair Value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
The fair value of the investment securities at December 31, 2021 were as follows:
|
|
Fair Value Measurements at December 31, 2021 |
|
|||||||||||||
(Dollars in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
||||
Assets at Fair Value |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Money market funds |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
Total Assets at Fair Value |
|
$ |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
||
The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2022 or 2021. The Company’s financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and notes payable. For accounts receivable, accounts payable, accrued liabilities, and notes payable the carrying amounts of these financial instruments as of March 31, 2022 and December 31, 2021 were considered representative of their fair values due to their short term to maturity or repayment. Cash equivalents are carried at cost, which approximates their fair value.
As of March 31, 2022, the Company’s Level 3 liabilities consist of a contingent liability resulting from the Anawah acquisition, as described in Note 15, and a contingent liability resulting from the Industrial Seed Innovations acquisition. As of December 31, 2021 the Company also had common stock warrant liabilities related to the March 2018, the June 2019, the September 2019, and the January 2021 Offerings, described in Note 11, which were reclassified to additional paid-in capital upon adoption of ASU 2020-06, as of January 1, 2022. See Note 2.
The contingent liability related to the Anawah acquisition was measured and recorded on a recurring basis as of March 31, 2022 and December 31, 2021, using unobservable inputs, namely the Company’s ability and intent to pursue certain specific products developed using technology acquired in the purchase. A significant deviation in the Company’s ability and/or intent to pursue the technology acquired in the purchase could result in a significantly lower (higher) fair value measurement. The contingent liability related to the Industrial Seed Innovations (“ISI”) acquisition was measured and recorded on a recurring basis as of March 31, 2022 and December 31, 2021, using unobservable inputs, namely ISI’s forecasted revenue. A significant deviation in ISI’s forecasted revenue could result in a lower (higher) fair value measurement.
8
The following table sets forth the establishment of the Company’s Level 3 liabilities, as well as a summary of the changes in the fair value and other adjustments (in thousands):
|
|
|
|
|||||||||||||||||||||
(Dollars in thousands) |
|
Common Stock |
|
|
Common |
|
|
Common |
|
|
Common |
|
|
Contingent |
|
|
Total |
|
||||||
Balance as of December 31, 2021 |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Reclassification upon adoption |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
— |
|
|
$ |
( |
) |
Change in fair value of contingent |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
( |
) |
|
$ |
( |
) |
Balance as of March 31, 2022 |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
||
6
On May 17, 2021, the Company’s wholly owned subsidiary Arcadia Wellness, acquired the assets of Eko, Lief, and Zola. The acquisition included consumer brands of bath and body care products such as Soul Spring, the CBD-infused botanical therapy brand, Saavy Naturals, a line of natural body care products and Provault, a CBD-infused sports performance formula. Also included in the purchase was Zola, a coconut water sourced from Thailand.
The acquisition was recorded as a business combination, in accordance with ASC 805. The purchase price consideration for the acquisition totaled an estimated $
Acquisition costs are not included as components of consideration transferred and instead are accounted for as expenses in the period in which the costs are incurred. The Company incurred costs related to the Arcadia Wellness acquisition of approximately $
The Company performed an allocation of purchase price as of the acquisition date based on management's estimates of fair value. The Company believes its estimates and assumptions are reasonable.
The following table presents the allocation of the purchase price of the assets acquired at fair value at the acquisition date.
|
|
Purchase Price |
|
|
Inventory |
|
$ |
|
|
Prepaid and other current assets |
|
|
|
|
Fixed assets |
|
|
|
|
Deposits |
|
|
|
|
Customer list |
|
|
|
|
Trade names and trademarks |
|
|
|
|
Formulations |
|
|
|
|
Goodwill |
|
|
|
|
Total consideration allocated |
|
$ |
|
|
The former shareholders of Eko, Lief, and Zola remain responsible for their pre-acquisition liabilities. In connection with the acquisition, the Company entered into a lease agreement for the use of offices, production equipment acquired, and storage warehouses.
For the period from January 1, 2022 to March 31, 2022, the Company recognized approximately $
For the period from May 17, 2021 to December 31, 2021, the Company recognized approximately $
9
Acquired intangible assets of $
The total weighted average amortization period for the acquired intangibles is
The acquisition produced $
Supplemental Pro-Forma Results of Operations (Unaudited)
The following unaudited pro-forma condensed consolidated results of operations for the three months ended March 31, 2022 and 2021, have been prepared as if the acquisition of Arcadia Wellness had occurred on January 1, 2021 and includes adjustments for amortization of intangibles, and the addition to basic and diluted weighted average number of shares outstanding.
|
|
For the three months |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Total revenues |
|
$ |
|
|
$ |
|
||
Net (loss) income |
|
|
( |
) |
|
|
|
|
Net (loss) income attributable to common stockholders |
|
$ |
( |
) |
|
$ |
|
|
Weighted average shares - Basic and diluted |
|
|
|
|
|
|
||
Net income (loss) per share attributable to common stockholders: |
|
|
|
|
|
|
||
Basic and diluted |
|
$ |
( |
) |
|
$ |
|
|
7
The Company’s intangible assets, net as of March 31, 2022, consist of the following:
|
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||||||||||||||||||
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net Carrying |
|
|
Gross |
|
|
Accumulated Amortization |
|
|
Net Carrying |
|
||||||
Amortized intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Intellectual property |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
Customer lists |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total amortizable intangible assets |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Indefinite-lived intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Brands and trademarks |
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
||||
Total intangible asset, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||
(1)
10
Intellectual property and customer lists will be amortized based on their useful lives ranging between
Year Ending December 31, |
|
|
|
|
2022 (excluding the three months ended March 31, 2022) |
|
$ |
|
|
2023 |
|
|
|
|
2024 |
|
|
|
|
2025 |
|
|
|
|
2026 |
|
|
|
|
Thereafter |
|
|
|
|
Total |
|
$ |
|
|
8
In 2019, the Company and Legacy Ventures Hawaii, LLC, a Nevada limited liability company (“Legacy”), formed Archipelago Ventures Hawaii, LLC, a Delaware limited liability company and entered into a Limited Liability Company Operating Agreement (the “Operating Agreement”). The Company and Legacy formed Archipelago to develop, extract and commercialize hemp-derived products from industrial hemp grown in Hawaii.
Pursuant to the Operating Agreement, a joint operating committee consisting of
The Company consolidates Archipelago in the condensed consolidated financial statements after eliminating intercompany transactions. Net loss attributable to non-controlling interest of $
In October 2021, Arcadia and Legacy mutually agreed to wind down the cultivation activities of Archipelago, due to regulatory challenges and a saturated hemp market.
9. Collaborative Arrangements
In
The Company accounts for research and development (“R&D”) costs in accordance ASC 730, Research and Development, which states R&D costs must be charged to expense as incurred. Accordingly, internal R&D costs are expensed as incurred. Third-party R&D costs are expensed when the contracted work has been performed or as milestone results are achieved.
10. Leases
Operating Leases
As of March 31, 2022, the Company leases office space in Davis, CA, and Chatsworth, CA, as well as additional buildings, land and equipment. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these short-term leases on a straight-line basis. The Company subleases a portion of the Davis office lease to a third party. During the three months ended March 31, 2022, the Company did not enter into new leases, and there are no leases that have not yet commenced as of March 31, 2022.
11
The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or material restrictive covenants.
Leases |
|
Classification |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Assets |
|
|
|
|
|
|
|
|
||
Operating lease assets |
|
Right of use asset |
|
$ |
|
|
$ |
|
||
Total leased assets |
|
|
|
$ |
|
|
$ |
|
||
Liabilities |
|
|
|
|
|
|
|
|
||
Current - Operating |
|
Operating lease liability- current |
|
$ |
|
|
$ |
|
||
Noncurrent - Operating |
|
Operating lease liability- noncurrent |
|
|
|
|
|
|
||
Total leased liabilities |
|
|
|
$ |
|
|
$ |
|
||
Lease Cost |
|
Classification |
|
For the Three |
|
|
For the Three |
|
||
Operating lease cost |
|
SG&A and R&D Expenses |
|
$ |
|
|
$ |
|
||
Short term lease cost (1) |
|
SG&A and R&D Expenses |
|
|
|
|
|
|
||
Sublease income (2) |
|
SG&A and R&D Expenses |
|
|
( |
) |
|
|
( |
) |
Net lease cost |
|
|
|
$ |
|
|
$ |
|
||
Lease Term |
|
March 31, 2022 |
|
|
December 31, 2021 |
|
||
Weighted-average remaining |
|
|
|
|
|
|
||
Weighted-average discount rate |
|
|
% |
|
|
% |
||
11. Equity Financing
Private Placements
In January 2021, the Company issued in a private placement offering (the “January 2021 Private Placement”) pursuant to a securities purchase agreement (“January 2021 Purchase Agreement”) (i)
The common stock warrants are classified as a liability within Level 3 due to a contingent cash payment feature. The Company utilized a Black Scholes Merton model on January 28, 2021 with the following assumptions: volatility of
The January 2021 Placement Agent Warrants were issued for services performed by the placement agent as part of the January 2021 Private Placement and were treated as offering costs. The value of the January 2021 Placement Agent Warrants was determined to be $
12
In March 2018, the Company issued in a private placement offering (the “March 2018 Private Placement”) pursuant to a securities purchase agreement (“March 2018 Purchase Agreement”) (i)
The number of shares of common stock and the number and exercise price of the March 2018 Warrants issued in the March 2018 Private Placement were subject to adjustments as provided in the March 2018 Purchase Agreement. Following the adjustments as provided in the March 2018 Purchase Agreement, the number of shares issued to the purchasers was
Registered Direct Offerings
In December 2020, the Company entered into a securities purchase agreement (the “December 2020 Purchase Agreement”) pursuant to which it sold (i)
In September 2019, the Company entered into a securities purchase agreement (the “September 2019 Purchase Agreement”) pursuant to which it sold (i)
In June 2019, the Company entered into a securities purchase agreement (the “June 2019 Purchase Agreement”) pursuant to which it sold (i)
13
In June 2018, the Company entered into a securities purchase agreement (the “June 2018 Purchase Agreement”) pursuant to which it sold (i)
12. Warrants
The Company issued the following warrants to purchase shares of its common stock, which are outstanding as of March 31, 2022 or December 31, 2021, respectively. These warrants are exercisable any time at the option of the holder until their expiration date.
|
|
Issuance Date |
|
Term |
|
Exercise |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|
Warrants |
|
|||||
January 2021 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
January 2021 Service and Performance Warrants (1) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
December 2020 Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
December 2020 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
July 2020 Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
July 2020 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
May 2020 Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
May 2020 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
March 2020 Service and Performance Warrants (1) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
February 12, 2020 Service and Performance Warrants (1)(3) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
February 3, 2020 Service and Performance Warrants (1)(3) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
— |
|
||||
September 2019 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
June 2019 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
April 2019 Service and Performance Warrants (1) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
June 2018 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
March 2018 Placement Agent Warrants |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
January 2021 Warrants (2) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
September 2019 Warrants (2) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
June 2019 Warrants (2) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
June 2018 Warrants (2) |
|
|
|
$ |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|||
March 2018 Warrants (2) |
|
|
|
$ |
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||||
Total |
|
|
|
|
|
|
|
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|||
(1) The Company issued service and performance warrants (“Service and Performance Warrants”) in connection with professional services agreements with non-affiliated third party entities.
(2) Certain warrants contain a contingent cash payment feature and therefore were accounted for as a liability at the date of issuance and were adjusted to fair value at each balance sheet date. Upon adoption of ASU No. 2020-06 on January 1, 2022, all of the common stock warrant liabilities have been reclassified to equity classified common stock warrants, due to the elimination of the contingent cash payments as criteria for liability classification.
(3) These warrants expired in
14
13. Stock-Based Compensation and Employee Stock Purchase Program
Stock Incentive Plans
The Company has
In 2006, the Company adopted the 2006 Plan, which provided for the granting of stock options to executives, employees, and other service providers under terms and provisions established by the Board of Directors. The Company granted non-statutory stock options (“NSOs”) under the 2006 Plan until May 2015, when it was terminated as to future awards, although it continues to govern the terms of options that remain outstanding and were issued under the 2006 Plan.
In June 2019, the shareholders approved an amendment to the Company’s 2015 Plan for a one-time increase to the number of shares of common stock that may be issued under the 2015 Plan by
The following is a summary of stock option information and weighted average exercise prices under the Company’s stock incentive plans (in thousands, except share data and price per share):
|
|
Shares |
|
|
Weighted- |
|
|
Aggregate |
|
|||
Outstanding — Balance at December 31, 2021 |
|
|
|
|
$ |
|
|
$ |
— |
|
||
Options granted |
|
|
|
|
|
|
|
|
|
|||
Options exercised |
|
|
— |
|
|
|
— |
|
|
|
|
|
Options forfeited |
|
|
( |
) |
|
|
|
|
|
|
||
Options expired |
|
|
( |
) |
|
|
|
|
|
|
||
Outstanding — Balance at March 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|||
Vested and expected to vest — March 31, 2022 |
|
|
|
|
$ |
|
|
$ |
|
|||
Exercisable — March 31, 2022 |
|
|
|
|
$ |
|
|
$ |
— |
|
||
Aggregate intrinsic value represents the difference between the exercise price of the options and the estimated fair value of the Company’s common stock determined by our Board of Directors for each of the respective periods. The intrinsic value of options exercised was $
As of March 31, 2022, there was $
On December 14, 2021, Matt Plavan provided notice to the Company of his resignation as Arcadia’s president, chief executive officer and director, effective as of December 31, 2021. On December 19, 2021, Arcadia and Mr. Plavan entered into a Separation and Release Agreement (the “Separation Agreement”) which provided that the vesting of all unvested options previously issued to Mr. Plavan accelerated pursuant to the terms of the Separation Agreement. In addition, the Separation Agreement extended the post-termination exercise period of the accelerated options from
15
related to the modification of Mr. Plavan’s stock options was $
In determining the fair value of the stock-based awards, the Company uses the Black-Scholes option-pricing model and assumptions discussed below. Each of these inputs is subjective and generally requires significant judgment to determine.
Expected Term—The expected term is the estimated period of time outstanding for stock options granted and was estimated based on a simplified method allowed by the SEC, and defines the term as the average of the contractual term of the options and the weighted-average vesting period for all open employee awards.
Expected Volatility—The historical volatility data was computed using the daily closing prices for the Company’s shares during the equivalent period of the calculated expected term of the stock-based awards.
Risk-Free Interest Rate—The risk-free interest rate is based on the interest rate of U.S. Treasuries of comparable maturities on the date the options were granted.
Expected Dividend—The expected dividend yield is based on the Company’s expectation of future dividend payouts to common stockholders.
The fair value of stock option awards was estimated at the date of grant using a Black-Scholes option-pricing model with the following weighted-average assumption:
|
|
Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Expected term (years) |
|
|
|
|
|
|
||
Expected volatility |
|
|
% |
|
|
% |
||
Risk-free interest rate |
|
|
% |
|
|
% |
||
Dividend yield |
|
|
— |
|
|
|
— |
|
The Company recognized $
Employee Stock Purchase Plan
The Company’s 2015 Employee Stock Purchase Plan (“ESPP”) became effective on May 14, 2015. The ESPP allows eligible employees to purchase shares of the Company’s common stock at a discount of up to
14. Income Taxes
Income tax expense during interim periods is based on applying an estimated annual effective income tax rate to year-to-date income, plus any significant unusual or infrequently occurring items that are recorded in the interim period. The computation of the annual estimated effective tax rate at each interim period requires certain estimates and significant judgment including, but not limited to, the expected operating income for the year, projections of the proportion of income earned and taxed in various jurisdictions, permanent and temporary differences, and the likelihood of recovering deferred tax assets generated in the current year. The accounting estimates used to compute the provision for income taxes may change as new events occur, more experience is obtained, additional information becomes known, or as the tax environment changes.
The interim financial statement provision for income taxes is different from the amounts computed by applying the United States federal statutory income tax rate of
16
The Company experienced an ownership change under IRC Section 382 as a result of the common shares issued in connection with the January 2021 Offering. This ownership change limited the Company’s ability to utilize its net operating loss carryforwards prior to expiration and certain net operating loss carryforwards were written off as a result. The Company is currently conducting additional analysis regarding the valuation of the Company at the time of the ownership change to assess what, if any, portion of the limitation may be reversed. Any adjustment to the amount of limitation will not impact the deferred tax asset balance due to the full valuation allowance.
During the three months ended March 31, 2022, there were
15. Commitments and Contingencies
Leases
The Company leases office and laboratory space, grain storage bins, warehouse space, farmland, and equipment under operating lease agreements having initial lease terms ranging from to
Legal Matters
From time to time, in the ordinary course of business, the Company may become involved in certain legal proceedings. The Company currently is not a party to any material litigation or other material legal proceedings.
Contingent Liability Related to the Anawah Acquisition
In, the Company completed its agreement and plan of merger and reorganization with Anawah, Inc. (“Anawah”), to purchase the Anawah’s food and agricultural research company through a non-cash stock purchase. Pursuant to the merger with Anawah, and in accordance with the ASC 805 - Business Combinations, the Company incurred a contingent liability not to exceed $
Contingent Liability Related to the ISI Acquisition
In August 2020, the Company acquired by merger Industrial Seed Innovations (“ISI”). A portion of the purchase price consideration for the acquisition in the amount of $
Contracts
The Company has entered into contract research agreements with unrelated parties that require the Company to pay certain funding commitments. The initial terms of these agreements range from one to
The Company licenses certain technologies via executed agreements (“In-Licensing Agreements”) that are used to develop and advance the Company’s own technologies. The Company has entered into various In-Licensing Agreements with related and unrelated parties that require the Company to pay certain license fees, royalties, and/or milestone fees. In addition, certain royalty payments ranging from
The Company could be adversely affected by certain actions by the government as it relates to government contract revenue received in prior years. Government agencies, such as the Defense Contract Audit Agency routinely audit and investigate government contractors. These agencies review a contractor’s performance under its agreements; cost structure; and compliance with applicable laws, regulations and standards. The agencies also review the adequacy of, and a contractor’s compliance with, its internal control systems and policies, including the contractor’s purchasing, property, estimating, compensation and management information systems.
17
While the Company’s management anticipates no adverse result from an audit, should any costs be found to be improperly allocated to a government agreement, such costs will not be reimbursed, or if already reimbursed, may need to be refunded. If an audit uncovers improper or illegal activities, civil and criminal penalties and administrative sanctions, including termination of contracts, forfeiture of profits, suspension of payments or fines, and suspension or prohibition from doing business with the government could occur. In addition, serious reputational harm or significant adverse financial effects could occur if allegations of impropriety were made against the Company. There currently are routine audits in process relating to government grant revenues.
16. Net (Loss) Income per Share
As the Company had net losses for the three months ended March 31, 2022, all potentially dilutive common shares for such quarter were determined to be anti-dilutive. Basic net income per share for the quarter ended March 31, 2021, is calculated by dividing net income by the weighted-average number of common shares outstanding during the period and excludes any dilutive effects of stock-based awards and warrants. Diluted net income per share is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and warrants.
The following table sets forth the computation of basic and diluted net income per common share (in shares and per share):
|
|
For the Three Months Ended March 31, |
|
|||||
|
|
|
2022 |
|
|
|
2021 |
|
Net (loss) income per share - Basic |
|
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
|
||
Net (loss) income attributable |
|
$ |
( |
) |
|
$ |
|
|
Denominator: |
|
|
|
|
|
|
||
Weighted average number of |
|
|
|
|
|
|
||
Basic net (loss) income per share attributable |
|
$ |
( |
) |
|
$ |
|
|
Net (loss) income per share - Diluted |
|
|
|
|
|
|
||
Numerator: |
|
|
|
|
|
|
||
Net (loss) income attributable |
|
$ |
( |
) |
|
$ |
|
|
Denominator: |
|
|
|
|
|
|
||
Weighted average number of |
|
|
|
|
|
|
||
Effect of dilutive stock options |
|
|
— |
|
|
|
— |
|
Effect of dilutive warrants |
|
|
— |
|
|
|
|
|
Weighted average number of |
|
|
|
|
|
|
||
Diluted net (loss) income per share |
|
$ |
( |
) |
|
$ |
|
|
17. Related-Party Transactions
The Company’s related parties include Moral Compass Corporation (“MCC”) and the John Sperling Foundation (“JSF”). The rights to the intellectual property owned by Blue Horse Labs, Inc. (“BHL”) were assigned to its sole shareholder, the John Sperling Revocable Trust (“JSRT”) due to BHL’s dissolution and then subsequently to the JSF. The JSF is deemed a related party of the Company because MCC, the Company’s largest stockholder, and the JSF share common officers and directors.
JSF receives a single digit royalty from the Company when revenue has been collected on product sales or for license payments from third parties that involve certain intellectual property developed under research funding originally from BHL. Royalty fees due to JSF were $
During the quarter ended March 31, 2021, the Company leased land on the island of Molokai, Hawaii from an entity owned by Kevin Comcowich, the Chair of the Company’s Board of Directors, and his wife. The Company used to grow hemp on this land to support the operations of its joint venture Archipelago Ventures Hawaii, until the expiration of the lease in February 2022. The original lease was executed in February 2019, covered
18
18. Subsequent Events
Management has evaluated subsequent events through May 12, 2022, the date that the financial statements were available to be issued.
19
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Special Note Regarding Forward-Looking Statements
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements and the related notes to those statements included herein. In addition to historical financial information, this report contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those discussed in the forward-looking statements. The statements contained in this report that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “would” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified below and those discussed in the section titled “Risk Factors” included in the most recent Annual Report on Form 10-K filed by the Company. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Solely for convenience, the trademarks, service marks and trade names referred to in this report may appear without the ®, TM, or SM symbols, but such references do not constitute a waiver of any rights that might be associated with the respective trademarks, service marks, or trade names.
Overview
We are a producer and marketer of innovative, plant-based health and wellness products. Our history as a leader in science-based approaches to developing high value crop improvements, primarily in wheat, designed to enhance farm economics by improving the performance of crops in the field, as well as their value as food ingredients, health and wellness products, and their viability for industrial applications, has laid the foundation for our path forward. We have used non-genetically modified (“non-GMO”) advanced breeding techniques to develop these proprietary innovations which we are now commercializing through the sales of seed and grain, food ingredients and products, hemp extracts, trait licensing and royalty agreements. The recent acquisition of the assets of Lief Holdings, LLC (“Lief”), EKO Holdings, LLC (“EKO”) and Live Zola, LLC (“Zola”) adds bath and body care products, CBD consumer products, as well as coconut water, to our portfolio of products.
Our commercial strategy is to satisfy consumer nutrition, health and wellness demands with the superior functional benefits our crops deliver directly from the farm, enabling us to share premium economics throughout the ag-food supply chain and to build a world-class estate of high value traits and varieties. The acquisition of the Lief, EKO and Zola brands allows us to broaden our reach within the health and wellness sector.
It is also estimated by the U.S. Department of Agriculture (“USDA”), that approximately one-fifth of the FDA recommended calories consumed by people in the US are from wheat. Therefore, the market opportunity for nutritional improvements in wheat are significant not only because the wheat market itself is vast, but also because of the “share of stomach” wheat represents. Considering that most people today are not getting enough fiber or protein in their daily diets, the superior nutrient density of our non-GMO GoodWheat™ (“GoodWheat”) technology can improve the dietary intake of average consumers, by increasing their fiber and protein consumption without changing the way they eat. We believe this proprietary advantage gives GoodWheat the potential to become a global standard in wheat.
Our Growth Strategy
We believe there are significant opportunities to grow our business by executing the following elements of our strategy:
20
Arcadia Wellness, LLC
In May 2021, our wholly-owned subsidiary Arcadia Wellness, LLC, acquired the assets of Eko, Lief, and Zola. We intend for Arcadia Wellness, LLC, to house all of Arcadia Biosciences consumer goods businesses, including core brands GoodWheat, Zola Coconut Water and ProVault Topical Pain Relief, as well as non-core brands SoulSpring and Saavy Naturals Body Care. The core brands will be the focus for investment and expansion.
Our Product Portfolio
GoodWheat™ Consumer Products
The GoodWheat brand is a portfolio of non-GMO wheat-based consumer products that simplifies food ingredient formulations for consumers that are demanding “clean labeling” in their foods, and that are willing to pay a higher retail price for products made with ingredients they recognize. Because GoodWheat increases the nutrient density directly in the primary grains and oils, it provides the mechanism for food formulation simplification naturally and cost effectively to meet evolving consumer demands.
The brand launch is a key element of the company’s go-to-market strategy to achieve greater value for its innovations by participating in downstream consumer revenue opportunities. We designed the brand to make an immediate connection with consumers that products made with GoodWheat meet their demands for healthier wheat options that also taste great.
We are preparing for the launch of a line of food products under our GoodWheat brand, with pasta as the initial category to be introduced in the second quarter of 2022. Our pasta products will utilize our GoodWheat grain as the sole ingredient, providing 4X the fiber of traditional pasta and 9g protein per serving without sacrificing taste. In fact, our research shows taste parity to leading pasta brands, which is unique in the growing better-for-you pasta segment. In addition, GoodWheat is the only better-for-you pasta brand made from one simple ingredient, matching consumers’ preference for cleaner labels. Additional categories of products are slated for launch in 2023.
Zola Coconut Water
We believe that natural hydration and the power of plant-based ingredients are the keys to unlock your inspiration from within, and we are proud to make delicious plant-powered beverages that provide the energy and focus you need to crush your day. From the coconut groves of Thailand, we bring you great tasting coconut water and are proud of our long-lasting relationships with partners around the world who are essential to the quality of our products.
ProVault Topical Pain Relief
ProVault’s proprietary THC-Free, CBD-infused blend of natural ingredients and fast-acting cooling agents are designed to safely and effectively relieve muscle and joint pain and soothe your skin. Our products are third-party tested for potency and purity from pesticides, fungicides, microbials and heavy metals. Our topical pain relievers are formulated to address performance concerns from everyday pain to skin protection. So whether you’re a true competitor, a weekend warrior or simply maintaining an active lifestyle, you can count on ProVault to help keep you in the game. We believe what you put on your body is just as important as what you put in your body.
SoulSpring Body Care
Inspired by nature’s ancient remedies and crafted with care, our SoulSpring products strive to help rejuvenate and renew your mind, body, and soul. Our CBD-infused blends of natural ingredients provide a more thoughtful, holistic approach to internal balance and overall well-being. SoulSpring premium, broad spectrum CBD is extracted from naturally-grown hemp and blended with nourishing botanicals and minerals. Our CBD is purity-tested, non-pshychoactive and non-intoxicating. Our passion for wellness means thoughtfully choosing honest, natural ingredients - inspired by ancient remedies and carefully selected for their healing properties. We then mindfully blend these ingredients to retain their inner essence and natural properties.
Saavy Naturals Body Care
Saavy Naturals products are plant-based, simple and natural. Saavy Naturals products never contain parabens, silicones, sulfates, phenoxyethanol, propylene glycol PEGs, petroleum products, artificial colors or fragrances. Rigorous third-party testing ensures adherence to our strict standards. We're that daily feel-good little luxury that can make all the difference.
21
Components of Our Statements of Operations Data
Revenues
We derive our revenues primarily from product sales and royalties.
Product Revenues
Our product revenues consist primarily of sales of Arcadia Wellness products, GoodWheat grain, and GLA products. We recognize revenue from product sales when control of the product is transferred to third-party distributors and manufacturers, collectively “our customers,” which generally occurs upon delivery. Our revenues fluctuate depending on the timing of shipments of product to our customers and are reported net of estimated chargebacks, returns and losses.
Royalty Revenues
Our royalty revenues consist of amounts earned from the sale of commercial products that incorporate our traits by third parties. Our royalty revenues consist of a minimum annual royalty, offset by amounts earned from the sale of products. We recognize the minimum annual royalty on a straight-line basis over the year, and we recognize royalty revenue resulting from the sale of products when the third parties transfer control of the product to their customers, which generally occurs upon shipment. Our royalty revenues can fluctuate depending on the timing of shipments of product by the third parties to their customers.
Operating Expenses
Cost of Revenues
Cost of revenues relates to the sale of Arcadia Wellness, GoodWheat, and GLA products and consists of the cost of raw materials, including internal and third-party services costs related to procuring, processing, formulating, packaging and shipping our products, as well as in-licensing and royalty fees, any adjustments or write-downs to inventory or prepaid production costs.
Research and Development Expenses
Research and development expenses consist of costs incurred in the discovery, development and testing of our products and other products in development incorporating our traits. These expenses consist primarily of employee salaries and benefits, fees paid to subcontracted research providers, fees associated with in-licensing technology, land leased for field trials, chemicals and supplies, and other external expenses. These costs are expensed as incurred. Additionally, we are required from time to time to make certain milestone payments in connection with the development of technologies in-licensed from third parties. Our research and development expenses may fluctuate from period to period.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of employee costs, professional service fees, broker and sales commission fees, and overhead costs. Our selling, general, and administrative expenses may fluctuate from period to period. In connection with our commercialization activities for our consumer products, we expect to increase our investments in sales and marketing, including additional consulting fees.
Change in Fair Value of Contingent Consideration
Change in the fair value of contingent consideration is comprised of the fair value remeasurement of the liabilities associated with our contingent consideration.
Gain on sale of property and equipment, net
Gain on sale of fixed assets includes gains from the sale of tangible assets sold above their net book value.
Impairment of property and equipment, net
Impairment of property and equipment, net includes losses from tangible assets due to impairment or recoverability test charges to write down fixed assets to their fair value or recoverability value.
22
Other Income, Net
Other income, net, consists of unrealized gains on corporate securities, and interest income on our cash and cash equivalents and investments.
Issuance and offering costs
Issuance and offering costs generally include placement agent, legal, advisory, accounting and filing fees related to financing transactions.
Change in the Estimated Fair Value of Common Stock Warrant Liabilities
Change in the estimated fair value of common stock warrant liabilities is comprised of the fair value remeasurement of the liabilities associated with our financing transactions.
Income Tax Provision
Our income tax provision has not been historically significant, as we have incurred losses since our inception. The provision for income taxes consists of state and foreign income taxes. Due to cumulative losses, we maintain a valuation allowance against our U.S. deferred tax assets as of March 31, 2022 and December 31, 2021. We consider all available evidence, both positive and negative, including but not limited to: earnings history, projected future outcomes, industry and market trends, and the nature of each of the deferred tax assets in assessing the extent to which a valuation allowance should be applied against our U.S. deferred tax assets.
Results of Operations
Comparison of the Three Months Ended March 31, 2022 and 2021
|
|
Three Months Ended March 31, |
|
|
$ Change |
|
|
% Change |
|
|||||||
|
|
2022 |
|
|
2021 |
|
|
|
|
|
|
|
||||
|
|
(In thousands except percentage) |
|
|||||||||||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
3,170 |
|
|
$ |
803 |
|
|
$ |
2,367 |
|
|
|
295 |
% |
Royalty |
|
|
50 |
|
|
|
25 |
|
|
|
25 |
|
|
|
100 |
% |
Total revenues |
|
|
3,220 |
|
|
|
828 |
|
|
|
2,392 |
|
|
|
289 |
% |
Operating expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues |
|
|
3,458 |
|
|
|
856 |
|
|
|
2,602 |
|
|
|
304 |
% |
Research and development |
|
|
395 |
|
|
|
1,159 |
|
|
|
(764 |
) |
|
|
(66 |
)% |
Change in fair value of contingent consideration |
|
|
(31 |
) |
|
|
(140 |
) |
|
|
109 |
|
|
|
(78 |
)% |
Impairment of property and equipment |
|
|
— |
|
|
|
210 |
|
|
|
(210 |
) |
|
|
100 |
% |
Gain on sale of property and equipment |
|
|
(328 |
) |
|
|
— |
|
|
|
(328 |
) |
|
|
100 |
% |
Selling, general and administrative |
|
|
4,349 |
|
|
|
4,069 |
|
|
|
280 |
|
|
|
7 |
% |
Total operating expenses |
|
|
7,843 |
|
|
|
6,154 |
|
|
|
1,689 |
|
|
|
27 |
% |
Loss from operations |
|
|
(4,623 |
) |
|
|
(5,326 |
) |
|
|
703 |
|
|
|
13 |
% |
Interest expense |
|
|
(1 |
) |
|
|
(9 |
) |
|
|
8 |
|
|
|
(89 |
)% |
Other income, net |
|
|
14 |
|
|
|
7,463 |
|
|
|
(7,449 |
) |
|
|
(100 |
)% |
Change in fair value of common stock warrant liabilities |
|
|
— |
|
|
|
322 |
|
|
|
(322 |
) |
|
|
(100 |
)% |
Issuance and offering costs |
|
|
— |
|
|
|
(769 |
) |
|
|
769 |
|
|
|
(100 |
)% |
Net (loss) income before income taxes |
|
|
(4,610 |
) |
|
|
1,681 |
|
|
|
(6,291 |
) |
|
|
(374 |
)% |
Income tax provision |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
0 |
% |
Net (loss) income |
|
|
(4,610 |
) |
|
|
1,681 |
|
|
|
(6,291 |
) |
|
|
(374 |
)% |
Net loss attributable to non-controlling interest |
|
|
(122 |
) |
|
|
(377 |
) |
|
|
255 |
|
|
|
(68 |
)% |
Net (loss) income attributable to common stockholders |
|
$ |
(4,488 |
) |
|
$ |
2,058 |
|
|
$ |
(6,546 |
) |
|
|
(318 |
)% |
Revenues
Product revenues accounted for 98% and 97% of our total revenues in the three months ended March 31, 2022 and 2021, respectively. The $2.4 million, or 295%, increase in product revenues for the three months ended March 31, 2022 compared to the same period in 2021 was primarily driven by sales of the newly acquired brands within Arcadia Wellness, along with $1.3 million of GoodWheat grain inventory sales.
23
Royalty revenues accounted for 2% and 3% of our total revenues in the three months ended March 31, 2022 and 2021, respectively. The $50,000 of royalty revenues for the three months ended March 31, 2022 represents the proportionate share of contracted minimum annual royalty fees.
Cost of Revenues
Cost of revenues increased by $2.6 million, or 304%, in the three months ended March 31, 2022 compared to the same period in 2021. The increase is mainly due to the cost of revenues related to the newly acquired brands and the GoodWheat grain inventory sales this quarter, in addition to higher inventory write-downs, which amounted to $368,000 during the three months ended March 31, 2022 and $160,000 during the first quarter of 2021. The $368,000 of write-downs in the first quarter of 2022 were primarily to account for Arcadia Wellness inventory at net realizable value. Gross loss, calculated as Total revenues less Cost of revenues, increased by $210,000 from $28,000 for the three months ended March 31, 2021 to $238,000 for the three months ended March 31, 2022. The increase in the gross loss was primarily attributable to the higher inventory write-downs.
Research and Development
Research and development expenses decreased by $764,000, or 66%, in the three months ended March 31, 2022 compared to the same period in 2021. The decrease was primarily driven by the Company's recent focus on commercialization, which has led to lower employee-related expenses, and related activity costs as we right-sized our research teams.
Selling, General, and Administrative
Selling, general, and administrative expenses increased by $280,000, or 7%, in the three months ended March 31, 2022, compared to the same period in 2021. The increase was driven by increased commercial and marketing personnel and consulting activities in preparation for new product launches.
Impairment of property and equipment
No impairments of property and equipment were recorded during the quarter ended March 31, 2022. During the three months ended March 31, 2021, we assessed Archipelago’s fixed assets related to cultivating hemp and processing CBD for impairment and recorded a write-down in the amount of $210,000.
Gain on sale of property and equipment
During the three months ended March 31, 2022, we sold some of Archipelago’s property and equipment related to cultivating hemp and processing CBD for net proceeds exceeding net book value in the amount of $328,000. No gains on sale of property and equipment were recorded during the quarter ended March 31, 2021.
Change in the Estimated Fair Value of Common Stock Warrant Liabilities
As a result of the adoption of ASU 2020-06, no change in the estimated fair value of common stock warrant liabilities was recorded during the three months ended March 31, 2022. See Note 2. Change in the estimated fair value of common stock warrant liabilities resulted in a gain of $322,000 for the three months ended March 31, 2021.
Seasonality
We and our commercial partners operate in different geographies around the world and conduct field trials used for data generation, which must be conducted during the appropriate growing seasons for particular crops and markets. Often, there is only one crop-growing season per year for certain crops and markets. Similarly, climate conditions and other factors that may influence the sales of our products may vary from season to season and year to year. In particular, weather conditions, including natural disasters such as heavy rains, hurricanes, hail, floods, tornadoes, freezing conditions, drought or fire, may affect the timing and outcome of field trials, which may delay milestone payments and the commercialization of products incorporating our seed traits. In the future, sales of commercial products that incorporate our seed traits will vary based on crop growing seasons and weather patterns within particular regions. Demand for our consumer body care products tends to vary with major holidays and demand for coconut water products is generally higher in the summer months.
The level of seasonality in our business overall is difficult to evaluate at this time due to our relatively limited number of commercialized products, our expansion into new geographical markets and our introduction of new products and traits.
24
Liquidity, Capital Resources, and Going Concern
We have funded our operations primarily with the net proceeds from our private and public offerings of our equity securities and debt, as well as proceeds from the sale of our products and payments under license agreements, contract research agreements and government grants. Our principal use of cash is to fund our operations, which are primarily focused on commercializing our products. As of March 31, 2022, we had cash and cash equivalents of $24.6 million. For the three months ended March 31, 2022, the Company had a net loss of $4.6 million and net cash used in operations of $4.9 million. For the twelve months ended December 31, 2020, the Company had net losses of $16.1 million and net cash used in operations of $25.9 million.
We believe that our existing cash and cash equivalents will not be sufficient to meet our anticipated cash requirements for at least the next 12 months from the issuance date of our condensed consolidated financial statements, and thus raises substantial doubt about the Company’s ability to continue as a going concern. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
We may seek to raise additional funds through debt or equity financings, if necessary. We may also consider entering into additional partner arrangements. Any sale of additional equity would result in dilution to our stockholders. Our incurrence of debt would result in debt service obligations, and the instruments governing our debt could provide for additional operating and financing covenants that would restrict our operations. If we do require additional funds and are not able to secure adequate additional funding, we may be forced to reduce our spending, extend payment terms with our suppliers, liquidate assets, or suspend or curtail planned development programs. Any of these actions could materially harm our business, results of operations and financial condition.
Cash Flows
The following table summarizes our cash flows for the periods indicated (in thousands):
|
|
Three Months Ended March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Net cash (used in) provided by: |
|
|
|
|
|
|
||
Operating activities |
|
$ |
(4,885 |
) |
|
$ |
(4,707 |
) |
Investing activities |
|
|
747 |
|
|
|
(485 |
) |
Financing activities |
|
|
4 |
|
|
|
21,997 |
|
Net (decrease) increase in cash |
|
$ |
(4,134 |
) |
|
$ |
16,805 |
|
Cash flows from operating activities
Cash used in operating activities for the three months ended March 31, 2022, was $4.9 million. With respect to our net loss of $4.6 million, non-cash charges including $260,000 of stock-based compensation, $166,000 of lease amortization, $368,000 of write-downs of inventory, and $149,000 of depreciation were offset by adjustments in our working capital accounts of $692,000, $328,000 of gain on disposal of property and equipment, other non-cash income from the change in fair value of contingent consideration of $31,000, and operating lease payments of $180,000.
Cash used in operating activities for the three months ended March 31, 2021, was $4.7 million. Our net income of $1.7 million, non-cash charges including $325,000 of stock-based compensation, $289,000 of lease amortization, and $236,000 of depreciation were offset by adjustments in our working capital accounts of $200,000, by $7.5 million of unrealized gain on corporate securities, other non-cash income from the change in fair value of common stock warrant liabilities of $322,000, and operating lease payments of $272,000.
Cash flows from investing activities
Cash provided by investing activities for the three months ended March 31, 2022 consisted of $787,000 of proceeds from sales of property and equipment, partially offset by $40,000 of purchases of property and equipment.
Cash used in investing activities for the three months ended March 31, 2021 consisted of $485,000 in purchases of property and equipment.
Cash flows from financing activities
Cash provided by financing activities for the three months ended March 31, 2022 consisted of proceeds from the purchase of ESPP shares of $4,000.
Cash provided by financing activities for the three months ended March 31, 2021 consisted of proceeds from the issuance of common stock relating to the January 2021 PIPE financing transaction of $25.1 million gross proceeds, capital contributions from the
25
non-controlling interest in our joint venture of $750,000, and proceeds from the purchase of ESPP shares of $21,000, which were offset by payments of transaction costs related to the January 2021 PIPE of $1.1 million and principal payments on debt of $2.0 million.
Off-Balance Sheet Arrangements
Since our inception, we have not engaged in any off-balance sheet arrangements, including the use of structured finance, special purpose entities, or variable interest entities other than Verdeca, which has been disposed of in November 2020.
Critical Accounting Policies and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenue generated, and expenses incurred during the reporting periods. Our estimates are based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
We consider our critical accounting policies and estimates to be revenue recognition, determination of the provision for income taxes, stock-based compensation, impairments of intangible assets, impairment of property and equipment, and net realizable value of inventory.
ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not Required.
ITEM 4: CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, or Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, management recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Our disclosure controls and procedures have been designed to meet reasonable assurance standards. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
Based on their evaluation as of the end of the period covered by this Quarterly Report on Form 10-Q, our President and Chief Executive Officer and our Chief Financial Officer have concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) identified in connection with the evaluation identified above that occurred during the quarter ended March 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
26
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We currently are not a party to any material litigation or other material legal proceedings. From time to time, we may be subject to legal proceedings and claims in the ordinary course of business.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
27
ITEM 6. EXHIBITS
The following exhibits are attached hereto or are incorporated herein by reference.
Exhibit Number |
|
Exhibit Description |
|
|
|
|
|
10.1(1) |
|
Employment letter for Stanley E. Jacot, Jr., Chief Executive Officer |
|
|
|
|
|
10.2(1)(2) |
|
||
|
|
|
|
10.3(1)(3) |
|
Severance and Change in Control Agreement for Stanley E. Jacot, Jr. |
|
|
|
|
|
31.1 |
|
||
|
|
|
|
31.2 |
|
||
|
|
|
|
32.1(4) |
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
32.2(4) |
|
Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
|
|
101.INS |
|
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document |
|
|
|
|
|
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document |
|
|
|
|
|
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
|
|
|
|
|
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document |
|
|
|
|
|
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document |
|
|
|
|
|
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
|
|
|
|
|
104.1 |
|
Cover page from the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, formatted in inline XBRL (and contained in Exhibit 101) |
|
28
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. |
||
|
|
|
||
May 12, 2022 |
|
By: |
|
/s/ STANLEY E. JACOT, JR. |
|
|
|
|
Stanley E. Jacot, Jr. |
|
|
|
|
President and Chief Executive Officer |
May 12, 2022 |
|
By: |
|
/s/ PAMELA HALEY |
|
|
|
|
Pamela Haley |
|
|
|
|
Chief Financial Officer |
29
Exhibit 10.1
January 31, 2022
Stan Jacot
[***Address Redacted***]
Dear Stan:
On behalf of Arcadia Biosciences, Inc., henceforth the “Company,” it is my pleasure to offer you the position of Chief Executive Officer. This letter constitutes the entire agreement relating to the terms of your employment, except for the Confidentiality and Invention Assignment Agreement between you and the Company (which must be executed as a condition of your employment), and the Severance and Change in Control Agreement between you and the Company, to be dated the Effective Date. The terms set forth below shall be effective as of your date of hire, which is anticipated to be 2/2/2022 (the “Effective Date”), conditioned upon such approval.
Title and Base Salary. Your title will be Chief Executive Officer and you will report directly to the Company’s Board of Directors. As of the Effective Date, your annual base salary shall be $350,000. The salary shall be subject to an annual review and may be increased at the Board’s discretion.
Bonus Compensation. In addition to your base salary, you will be eligible for an annual incentive cash bonus, as determined by the Company. Your annual incentive cash bonus shall have a target equal to 50% of your base salary as of the Effective Date, prorated for the portion of year during which you are employed by the Company. The target bonus and its components, the Company performance goals, and your individual objectives shall be determined and documented each year by the Compensation Committee of the Board of Directors (the “Compensation Committee”).
Vacation. You will be entitled to four (4) weeks of paid vacation for each calendar year.
Equity Awards.
Initial Grant
Concurrent with the commencement of your employment with the Company, you will be granted an option to purchase shares of common stock of the Company (“Company
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
Common Stock”) as follows, under the terms and conditions of a Non-Qualified Stock Option Agreement (an “Option”):
Strike Price* |
Number of Shares |
FMV |
Number of shares that would make the black-scholes value equal $250,000 |
* FMV = the price of a share of RKDA common stock at close of market on the date of grant, which will be the Effective Date; if FMV is greater than the listed strike price on the date of grant, such strike price shall
be increased to reflect FMV.
Your Option shall vest and become exercisable in accordance with the schedule below:
Other Grants
The Company may grant equity awards to you from time to time, which will be subject to the terms of the applicable equity compensation plan or arrangement in effect at the time of grant. The Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms and conditions of any such awards in accordance with the terms of any applicable equity plan. You should be aware that you may incur federal and state income taxes as a result of your receipt, or the vesting of any equity compensation awards, and it shall be your responsibility to pay any such applicable taxes.
Severance and Change in Control Agreement. You will have the benefits set forth in a Severance and Change in Control Agreement between you and the Company to be executed on the Effective Date, a copy of which is attached hereto.
Other Benefits. You will be eligible for all Company adopted benefits, under the terms and conditions of such benefit plans. Your coverage for medical, dental, and vision benefits will become effective on the first of the month following your first thirty (30) days of employment. You will also be given an additional $5,000 each year for health and wellness to use at your discretion. Such benefit does not constitute a Company wellness plan.
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
Your employment is “at-will,” which means that either you or the Company may terminate the employment relationship at any time for any reason or for no reason (subject to the terms of the Severance and Change in Control Agreement). This at-will relationship may not be modified by any oral or implied agreement.
Conditions of Employment.
The information contained in this letter represents the entire substance of Arcadia’s offer of employment to you and is contingent upon successful completion of all pre-and post-employment checks. If all the above terms and conditions meet with your approval, please sign this letter, and return it by January 31, 2022. If this document is not returned by this date, this offer of employment shall be withdrawn.
I very much look forward to you joining the Arcadia team. If you should have any questions, please feel free to call me.
Sincerely,
/s/ KEVIN COMCOWICH
Kevin Comcowich,
Interim Chief Executive Officer
ACCEPTED BY:
/s/ STAN JACOT
Stan Jacot
January 31, 2022
Date
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
202 Cousteau Place Suite 105 Davis, CA 95618 Tel: 530-756-7077 Fax: 530-756-7027 Web: www.arcadiabio.com
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Stanley E. Jacot, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Arcadia Biosciences, Inc. for the period ended March 31, 2022;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 12, 2022 |
|
/s/ STANLEY E. JACOT, JR. |
|
|
Stanley E. Jacot, Jr. |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Pamela Haley, certify that:
1. I have reviewed this Quarterly Report on Form 10-Q of Arcadia Biosciences, Inc. for the period ended March 31, 2022;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 12, 2022 |
|
/s/ PAMELA HALEY |
|
|
Pamela Haley |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report of Arcadia Biosciences, Inc. (the “Company”), on Form 10-Q for the quarter ended March 31, 2022 (the “Report”), I, Stanley E. Jacot, Jr., President and Chief Executive Officer of the Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 12, 2022 |
|
/s/ STANLEY E. JACOT, JR. |
|
|
Stanley E. Jacot, Jr. |
|
|
President and Chief Executive Officer |
|
|
(Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the accompanying Quarterly Report of Arcadia Biosciences, Inc. (the “Company”), on Form 10-Q for the quarter ended March 31, 2022 (the “Report”), I, Pamela Haley, Chief Financial Officer of the Company, hereby certify pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002 that:
(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Dated: May 12, 2022 |
|
/s/ PAMELA HALEY |
|
|
Pamela Haley |
|
|
Chief Financial Officer |
|
|
(Principal Financial Officer) |