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

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): March 28, 2024

 

 

Arcadia Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-37383	81-0571538
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5950 Sherry Lane Suite 215
Dallas, Texas				75225
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 214 974-8921

 

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

 

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

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

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

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

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

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

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

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

Emerging growth company ☐

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

 

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Item 2.02 Results of Operations and Financial Condition.

On March 28, 2024 Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the fourth quarter and year ended December 31, 2023. A copy of the press release is furnished as Exhibit 99.1, and the Company's annual financial information tables are furnished as Exhibit 99.2, to this Current Report on Form 8-K and are incorporated herein by reference.

 

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Arcadia Biosciences Announces Fourth-Quarter and Full Year 2023 Financial Results and Business Highlights
99.2		Arcadia Biosciences Full Year 2023 Financial Information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

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

			ARCADIA BIOSCIENCES, INC.
Date:	March 28, 2024	By:	/s/ THOMAS J. SCHAEFER
			Thomas J. Schaefer, Chief Financial Officer

 

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Exhibit 99.1

 

Arcadia Biosciences (RKDA) Announces Fourth-Quarter and Full-Year 2023 Financial Results and Business Highlights

-- Second continuous year of gross profit growth --

-- Total SG&A expenses declined to the lowest levels since 2019 --

-- GoodWheatTM now in more than 3,500 stores with better-for-you pasta, pancake/waffle mixes and mac & cheese --

DALLAS, Texas (March 28, 2024) – Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative, plant-based health and wellness products, today released its financial and business results for the fourth quarter and full year of 2023.

“We are now at the halfway point of Project Greenfield, our three-year strategic plan to unlock the company’s potential and provide a path to profitability, and the results of this focus are unmistakable,” said Stan Jacot, president and CEO. “Arcadia has significantly improved quality of revenues and has now delivered two straight years of gross profit growth for the first time in its history. SG&A expenses have declined for two straight years and are at their lowest level since 2019.

“The foundation we have laid over the past two years provides optimism for even stronger results in 2024. GoodWheatTM is now in three categories with pasta, pancakes and mac & cheese and garnering national attention. Zola® coconut water is leveraging innovation to expand distribution and is anticipating double-digit growth in 2024. We have right sized the organization and streamlined our cost structure in order to extend our runway. And finally, we remain focused on adjacent acquisitions as well as monetizing our IP,” Jacot said.

2023 Key Operating and Business Highlights

 

Launched in Q3, Arcadia’s pancake and waffle mixes are made with simple ingredients and its proprietary GoodWheat flour, delivering the same delicious taste and texture of regular pancakes with 8-11 times the fiber and 5-7 grams of protein per serving. GoodWheat single-serve Quikcakes, in Buttermilk, Chocolate Chocolate Chip and Confetti flavors, are available nationwide on Amazon, and both Quikcakes and Multi-Serve Pancake & Waffle Mixes, available

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in Buttermilk, Chocolate Chocolate Chip and Apple Cinnamon flavors, began shipping to retailers in August.

Arcadia expanded to a third category with the launch of GoodWheat Mac & Cheese in Q4, a family household staple representing more than $1.1 billion in sales. Better-for-you brands make up nearly 20% of the category and are growing faster than traditional brands. GoodWheat Mac & Cheese packs in the most fiber of any brand in the category, with four times more fiber than the leading brand, as well as 12 grams of protein. One serving of GoodWheat Mac & Cheese has the same fiber as two servings of oatmeal or two and a half servings of broccoli. Available in three varieties – Classic Cheddar, White Cheddar and Three Cheese – GoodWheat Mac & Cheese began shipping to retailers in November 2023, and launched on Amazon in February 2024.

Recent Highlights

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Arcadia Biosciences, Inc.

Financial Snapshot

(Unaudited)

($ in thousands)

	Three months ended Dec 31					Twelve months ended Dec 31
	2023	2022	Favorable/ (Unfavorable)			2023	2022	Favorable/ (Unfavorable)
			$	%				$	%
Total Revenues	1,170	744	426	57%		5,330	7,418	(2,088)	(28%)
Total Operating Expenses	4,534	5,402	868	16%		19,268	21,425	2,157	10%
Loss From Continuing Operations	(3,364)	(4,658)	1,294	28%		(13,938)	(14,007)	69	0%
Net Loss Attributable to Common Stockholders	(2,853)	(4,244)	1,391	33%		(13,981)	(15,376)	1,395	9%

Certain previously reported financial information has been reclassified to conform to the current year presentation. Reclassifications are related to the presentation of the financial results of our former body care brands as discontinued operations. The financial information above and narrative that follows relate to continuing operations unless stated otherwise.

More detailed financial statements are included in the Form 10-K filed today, available in the Investors section of the company’s website under SEC Filings.

Revenues

Revenues in the fourth quarter of 2023 increased 57% to $1.2 million compared to the same period in 2022 driven by higher GoodWheat and GLA revenues.

Revenues decreased $2.1 million during 2023 compared 2022. Revenues during 2022 included approximately $1.8 million in sales of GoodWheat grain as well as $0.9 million in one-time license revenue related to the sale of Verdeca.

Operating Expenses
Operating expenses decreased $868,000 during the fourth quarter of 2023 compared to the same period in 2022 primarily driven by a decrease in cost of revenues and selling, general and administrative (SG&A) expenses in 2023. Cost of revenues in the fourth quarter of 2022

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included higher inventory write downs. The decrease in SG&A was primarily related to lower employee costs in 2023.

Operating expenses decreased $2.1 million during 2023 compared to 2022 primarily driven by a decrease in cost of revenues and SG&A. Cost of revenues in 2022 included grain sold at cost and higher inventory write-downs. The decrease in SG&A was primarily related to lower employee costs in 2023.

Net Loss Attributable to Common Stockholders

Net loss attributable to common stockholders for the fourth quarter of 2023 was $2.8 million, or $2.10 per share, a $1.4 million improvement from the $4.2 million, or $6.31 per share, net loss for the fourth quarter of 2022. The improvement in net loss attributable to common stockholders for the fourth quarter of 2023 compared to the same period in 2022 was primarily driven by the reduction in operating expenses.

Net loss attributable to common stockholders for 2023 was $14.0 million, or $11.30 per share, a $1.4 million improvement from the $15.4 million, or $25.65 per share, net loss for 2022. The improvement in net loss attributable to common stockholders for 2023 compared to 2022 was primarily driven by the reduction in operating expenses. The impact of the March 2023 financing had a minimal effect during 2023 as a $6.1 million valuation loss was largely offset by a non-cash gain of $6.5 million related to the change in the fair value of the common stock warrant and option liabilities compared to a non-cash gain of $3.2 million during 2022. Additionally, 2023 included a net loss from the discontinued body care brands of $821,000 compared to $4.8 million during 2022.

Conference Call and Webcast

The company has scheduled a conference call for 4:30 p.m. Eastern time (1:30 p.m. Pacific time) today, March 28 to discuss fourth-quarter and year-end results and the year’s key strategic achievements. Interested participants can join the conference call using the following options:

Following completion of the call, a recorded replay will be available on the company’s investor website.

About Arcadia Biosciences, Inc.

Since 2002, Arcadia Biosciences (Nasdaq: RKDA) has been innovating crops to provide high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products that make every body feel good. The company’s food and beverage products include GoodWheat™ pasta, pancake mixes and mac & cheese and Zola® coconut water. For more information, visit www.arcadiabio.com.

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Safe Harbor Statement

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 about the company and its products, including statements relating to the company’s growth, cash position, operating costs, financial performance, commercialization of products and review of strategic transactions and their impact on shareholder value. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to, the risks set forth in filings that the company makes with the Securities and Exchange Commission from time to time, including in Arcadia’s Annual Report on Form 10-K for the year ended December 31, 2023 and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. disclaims any obligation to update these forward-looking statements.

Arcadia Biosciences Contact:

T.J. Schaefer

ir@arcadiabio.com

 

 

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Exhibit 99.2

 

 

Arcadia Biosciences, Inc.

Consolidated Balance Sheets

(Unaudited)

(In thousands, except share data)

 

		As of December 31,
		2023				2022
Assets
Current assets:
Cash and cash equivalents		$	6,518			$	20,644
Short-term investments			5,124				—
Accounts receivable and other receivables, net of allowance for doubtful accounts    of $0 and $3 as of December 31, 2023 and 2022, respectively			514				1,221
Inventories, net — current			1,958				2,321
Assets held for sale			51				87
Prepaid expenses and other current assets			807				795
Current assets of discontinued operations			—				330
Total current assets			14,972				25,398
Property and equipment, net			384				680
Right of use assets			792				1,848
Inventories, net — noncurrent			3,354				767
Intangible assets, net			39				40
Other noncurrent assets			164				165
Noncurrent assets of discontinued operations			—				24
Total assets		$	19,705			$	28,922
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses		$	2,410			$	2,855
Amounts due to related parties			58				48
Operating lease liability — current			852				1,010
Other current liabilities			270				270
Current liabilities of discontinued operations			—				26
Total current liabilities			3,590				4,209
Operating lease liability — noncurrent			155				1,007
Common stock warrant and option liabilities			1,257				806
Other noncurrent liabilities			2,000				2,000
Total liabilities			7,002				8,022
Commitments and contingencies (Note 13)
Stockholders’ equity:
Common stock, $0.001 par value—150,000,000 shares authorized as of    December 31, 2023 and December 31, 2022; 1,285,337 and 616,079 shares    issued and outstanding as of December 31, 2023 and December 31, 2022,    respectively.			65				65
Additional paid-in capital			284,515				278,827
Accumulated other comprehensive income			101				—
Accumulated deficit			(271,840	)			(257,859	)
Total Arcadia Biosciences stockholders’ equity			12,841				21,033
Non-controlling interest			(138	)			(133	)
Total stockholders' equity			12,703				20,900
Total liabilities and stockholders’ equity		$	19,705			$	28,922

 

 

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Arcadia Biosciences, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

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

 

		Year Ended December 31,
		2023				2022
Revenues:
Product		$	5,313			$	6,422
License			17				879
Royalty			—				—
Total revenues			5,330				7,301
Operating expenses (income):
Cost of revenues			3,300				6,101
Research and development			1,387				1,509
Gain on sale of Verdeca			—				(1,138	)
Impairment of intangible assets			—				141
Change in fair value of contingent consideration			—				(70	)
Gain on sale of property and equipment			(40	)			(314	)
Impairment of property and equipment			—				160
Impairment of ROU asset			113				—
Selling, general and administrative			14,508				15,036
Total operating expenses			19,268				21,425
Loss from operations			(13,938	)			(14,007	)
Interest income			695				289
Other income, net			48				9
Valuation loss on March 2023 PIPE			(6,076	)			—
Change in fair value of common stock warrant and option liabilities			6,544				3,209
Issuance and offering costs allocated to liability classified options			(430	)			(314	)
Net loss from continuing operations before income taxes			(13,157	)			(10,814	)
Income tax expense			(8	)			(14	)
Net loss from continuing operations			(13,165	)			(10,828	)
Net loss from discontinued operations			(821	)			(4,784	)
Net loss			(13,986	)			(15,612	)
Net loss attributable to non-controlling interest			(5	)			(236	)
Net loss attributable to common stockholders		$	(13,981	)		$	(15,376	)
Net loss per share attributable to common stockholders:
Basic and diluted from continuing operations		$	(10.64	)		$	(17.67	)
Basic and diluted from discontinued operations		$	(0.66	)		$	(7.98	)
Weighted-average number of shares used in per share calculations:
Basic and diluted			1,236,934				599,389
Other comprehensive income, net of tax
Unrealized gains on available-for-sale securities		$	101			$	—
Other comprehensive income		$	101			$	—
Comprehensive loss attributable to common stockholders		$	(13,880	)		$	(15,376	)

 

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Arcadia Biosciences, Inc.

Consolidated Statements of Cash Flows

(Unaudited)

(In thousands)

		Year Ended December 31,
		2023				2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(13,986	)		$	(15,612	)
Adjustments to reconcile net loss to cash used in operating activities:
Change in fair value of common stock warrant and option liabilities			(6,544	)			(3,209	)
Change in fair value of contingent consideration			—				(70	)
Issuance and offering costs allocated to liability classified options			430				314
Valuation loss on March 2023 PIPE			6,076				—
Depreciation			287				439
Amortization of intangible assets			—				40
Lease amortization			697				884
Impairment of intangible assets			—				404
Gain on disposal of equipment			(40	)			(314	)
Stock-based compensation			717				1,106
Bad debt expense			20				60
Gain on sale of Verdeca			—				(1,138	)
Write-down of inventories			444				2,471
Impairment of property and equipment			—				530
Impairment of ROU asset			113				—
Changes in operating assets and liabilities:
Accounts receivable and other receivables			184				592
Inventories			(2,419	)			1,118
Prepaid expenses and other current assets			1				91
Other noncurrent assets			2				16
Accounts payable and accrued expenses			(522	)			(757	)
Amounts due to related parties			10				(16	)
Other current liabilities			—				6
Operating lease payments			(764	)			(932	)
Net cash used in operating activities			(15,294	)			(13,977	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment			115				920
Proceeds from sale of Verdeca — earn-out received			569				569
Proceeds from sale of investments			2,502				—
Purchases of property and equipment			(5	)			(72	)
Purchases of investments			(7,525	)			—
Net cash (used in) provided by investing activities			(4,344	)			1,417
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock, pre-funded warrants and    preferred investment options from March 2023 PIPE			5,997				—
Payments of offering costs relating to March 2023 PIPE			(497	)			—
Proceeds from issuance of common stock, pre-funded warrants and    preferred investment options from August 2022 Offering			—				5,000
Payments of offering costs relating to August 2022 Offering			—				(488	)
Proceeds from ESPP purchases			12				7
Net cash provided by financing activities			5,512				4,519
Net decrease in cash and cash equivalents			(14,126	)			(8,041	)
Cash and cash equivalents — beginning of period			20,644				28,685
Cash and cash equivalents — end of period		$	6,518			$	20,644

 

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SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest		$	—			$	1
NONCASH TRANSACTIONS:
Common stock warrant liabilities reclassified to equity upon adoption of ASU 2020-06		$	—			$	3,392
Common stock options issued to placement agent and included in offering    costs related to August 2022 RDO securities purchase agreement		$	—			$	191
Common stock options issued to placement agent and included in offering costs related to March 2023 PIPE		$	212			$	—
Right of use assets obtained in exchange for new operating lease liabilities		$	—			$	114
Proceeds from sale of property and equipment in accounts receivable and other receivables		$	8			$	19
Warrant and option modifications included in Valuation loss on March 2023 PIPE		$	404			$	—

 

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