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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2020
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM TO
☐
Commission File Number 001-37383
Arcadia Biosciences, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
202 Cousteau Place, Suite 105
Davis, CA
(Address of principal executive offices)
81-0571538
(I.R.S. Employer
Identification No.)
95618
(Zip Code)
(530) 756-7077
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common
Trading Symbol(s)
RKDA
Name of each exchange on which registered
NASDAQ CAPITAL MARKET
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
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. YES ☒ NO ☐
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). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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
Non-accelerated filer
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. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Accelerated filer
Smaller reporting company
☐
☒
☐
☐
☒
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2020, the last business day of the Registrant’s most recently
completed second fiscal quarter, was approximately $33,300,000 (based on the closing price of $3.76 on June 30, 2020 on the NASDAQ Capital Market).
The number of shares outstanding of the Registrant's common stock on March 19, 2021, was 21,336,249 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Information required by Part III of this Annual Report on Form 10-K is incorporated by reference to the Registrant's Definitive Proxy Statement for its 2021 Annual Meeting of Stockholders,
which proxy statement will be filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year covered by this Form 10-K.
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INTRODUCTION
“Arcadia,” the “Company,” “we,” “our” and “us” are used interchangeably to refer to Arcadia Biosciences, Inc. and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the meaning of the federal securities laws, which statements involve
substantial risks and uncertainties. Forward-looking statements generally relate to future events, our future financial or operating performance, growth
strategies, anticipated trends in our industry, the anticipated impact of the novel coronavirus on our business, and our potential opportunities, plans, and
objectives. In some cases, you can identify forward-looking statements because they contain words such as "may," "will," "should," "expects," "plans,"
"anticipates," "could," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of these
words or other similar terms or expressions that concern our expectations, strategy, plans, or intentions. Forward-looking statements contained in this
Annual Report on Form 10-K include, but are not limited to, statements about:
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our or our collaborators' ability to develop commercial products that incorporate our traits and complete the regulatory process for such
products;
our ability to earn revenues from the sale of products that incorporate our traits;
our ability to maintain our strategic collaborations and joint ventures and enter into new arrangements;
estimated commercial value for traits;
market conditions for products, including competitive factors and the supply and pricing of competing products;
compliance with laws and regulations that impact our business, and changes to such laws and regulations;
our ability to maintain, protect, and enhance our intellectual property;
our future capital requirements and our ability to satisfy our capital needs;
industry conditions and market conditions;
the preceding and other factors discussed in Part I, Item 1A, “Risk Factors,” and other reports we may file with the Securities and
Exchange Commission from time to time; and
the factors set forth in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
We caution you that the foregoing list may not contain all of the forward-looking statements made in this Annual Report on Form 10-K.
You should not rely upon forward-looking statements as predictions of future events. We have based the forward-looking statements contained in this
Annual Report on Form 10-K primarily on our current expectations and projections about future events and trends that we believe may affect our business,
financial condition, results of operations and prospects. The outcome of the events described in these forward-looking statements is subject to risks,
uncertainties and other factors described in the section titled "Risk Factors" and elsewhere in this Annual Report on Form 10-K. Moreover, we operate in a very
competitive and rapidly changing environment. New risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and
uncertainties that could have an impact on the forward-looking statements contained in this Annual Report on Form 10-K. We cannot assure you that the
results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ
materially from those described in the forward-looking statements.
The forward-looking statements made in this Annual Report on Form 10-K relate only to events as of the date on which the statements are made. We
undertake no obligation to update any forward-looking statements to reflect events or circumstances or to reflect new information or the occurrence of
unanticipated events, except as required by law.
Table of Contents
TABLE OF CONTENTS FOR FORM 10-K
Business
PART I
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Item 3.
Item 4.
Properties
Legal Proceedings
Mine Safety Disclosures
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Selected Financial Data
Management’s Discussion and Analysis of Financial Condition and Results of Operations
PART II
Item 5.
Item 6.
Item 7.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Item 8.
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
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Item 1. Business.
Overview
PART I
We are a leader in science-based approaches to developing high value crop improvements primarily in wheat, soy and hemp, 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. We have used 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.
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.
According to ResearchandMarkets.com, the global wheat flour market in 2019 totaled $181 billion and is expected to reach $220 billion by 2027. It
is also estimated by the U.S. Department of Agriculture (“USDA”), that approximately one-quarter 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-GM 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.
We also believe the recent legalization of hemp in the U.S. and many other areas of the world has created a significant agricultural and financial
opportunity that we can participate in meaningfully. The market has demonstrated broad demand for industrial, nutritional, health and wellness products from
hemp, yet the genetics have not yet been optimized for industrial scale production setting up a vast, new opportunity for Arcadia to add value to the industry
through seed and extract offerings.
The passage of the U.S. Agriculture Improvement Act of 2018 – also known as the Farm Bill – confirmed the federal legalization of hemp, the term
given to non-psychoactive cannabis containing less than 0.3% tetrahydrocannabinol (THC). It also included provisions for legalizing on a federal level
hemp’s cultivation, transport and sale for the first time in more than 75 years. Hemp, not previously distinguished by the federal government from cannabis,
a Schedule 1 drug and banned as an agricultural crop, lacks substantive plant biology research and is limited by suboptimal genetics, highly fragmented
germplasm and performance inconsistencies. We are targeting hemp-based solutions that allow farmers to reliably and consistently achieve compliance
with USDA regulations, through varieties with improved functionality and application of specific attributes such as select cannabinoid contents for health
and wellness, enhanced proteins profiles for plant-based dietary applications and industrial applications such as clothing and hempcrete. Arcadia conducts
its business in only federal and state markets in which its activities are legal.
In addition to bringing new hemp varieties to market, we also see an attractive opportunity to service the growing consumer demand for CBD and
other hemp-derived cannabinoids. According to a New Frontier Data report issued in March 2020, U.S. consumer spending on CBD is projected to grow
from an estimated $14B USD in 2020 to $26B USD in 2025 with global demand accelerating significantly as countries formalize regulatory frameworks
for the industry. Backed by our own consumer survey data, we believe our premium Hawaiian grown hemp provides a unique value proposition to
consumers that will enable us to rapidly gain traction in the marketplace as we grow our B2B and branded retail business channels.
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Arcadia GoodWheat™
In 2018, we launched our GoodWheat brand, a non-genetically modified (non-GM) portfolio of wheat products that enables food manufacturers to
differentiate their consumer-facing brands. Consumer food companies are looking to simplify their food ingredient formulations and consumers are
demanding “clean labeling” in their foods, paying more for foods having fewer artificial ingredients and more natural, recognizable and healthy ingredients. A
2017 survey by PR agency Ingredient Communications found that 73% of consumers are happy to pay a higher retail price for a food or drink product 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. The GoodWheat brand encompasses our current and future non-GM wheat
portfolio of high fiber Resistant Starch (RS) and Reduced Gluten wheat varieties, as well as future wheat innovations. In October 2019, the U.S. Patent and
Trademark Office granted us the latest patents for extended shelf life wheat, the newest trait in our non-genetically modified wheat portfolio. This new trait
was designed to promote whole wheat consumption by improving the shelf life and taste of whole grain wheat products.
With additional patents granted in 2020 we now hold more than 15 global patents on our high fiber Resistant Starch wheat, protecting both bread
wheat and durum (pasta) wheat. Claims granted recently strengthen our intellectual property for our Resistant Starch portfolio of products.
We announced in August 2019 an agreement with Bay State Milling Company and Arista Cereal Technologies to bring to market our resistant
starch GoodWheat in North America and other key markets, beginning in late 2019. In the daily American diet approximately 500 calories come from
wheat products, 25% of the FDA’s recommended daily caloric intake for a woman and 20% for a man. The GoodWheat portfolio of specialty wheat
varieties deliver new functional value through an ingredient already an important component of the human diet.
Arcadia GoodHemp™
In December 2019, we announced the launch of a new product line, GoodHemp, as the company's new commercial brand for delivering hemp
seeds, transplants, flower and extracts. The acquisition of Industrial Seed Innovations (“ISI”) in August 2020 brought ISI’s portfolio of strong performing,
federally compliant hemp varieties to Arcadia’s GoodHemp™ catalog. ISI’s popular Umpqua and Rogue seed varieties each bring unique and highly
desirable characteristics to further differentiate Arcadia’s GoodHemp catalog. We have since introduced another variety, Santiam, to the market, and have
built a pipeline that is expected to deliver new commercial varieties on an annual basis.
By 2025, the Brightfield Group, a hemp and CBD market research firm, projects U.S. sales of hemp-based CBD to reach $16.8 billion.
Additionally, Markets and Markets estimates the non-cannabinoid, industrial hemp global market will exceed $26 billion by 2025.
In future years, we expect to bring to market proprietary and patent-protected varieties of hemp designed for their utility as fiber and hemp-based
protein. While the addressable market for hemp in these markets still remains to be determined, it can be estimated that hemp would compete favorably for
share in the $40.6 billion global protein extract and isolated protein market forecast in 2025 (source: MarketsandMarkets).
Verdeca HB4® Soybean
In 2012, we partnered with Bioceres, Inc. (“Bioceres”) an Argentina-based technology company, to form Verdeca LLC, (“Verdeca”) a U.S.-based
joint venture company to deploy next-generation soybean traits developed to benefit soybean producers through quality improvement, stress mitigation and
management practices. The HB4® soybean varieties deliver two layers of value for growers: drought and herbicide tolerance, offering resistance to a broad-
spectrum herbicide utilized to prevent growth of a wide range of annual and perennial broadleaf weeds and grasses.
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In November 2020, we sold our membership interest in Verdeca to Bioceres in a transaction in which we received cash, shares of Bioceres stock
and a royalty stream of up to $10 million on HB4 soybean sales. An additional $2 million in cash is to be paid upon achievement by Verdeca of specific
regulatory or commercial milestones. See Note 9 for more information regarding the consideration received.
Our Growth Strategy
We believe there are significant opportunities to grow our business by executing the following elements of our strategy:
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Scale up our GoodHemp seed sales, develop and introduce novel genetics in hemp. Arcadia has acquired superior germplasm, and
through its own breeding program developed a suite of quality hemp seed varieties and is adding to its catalogue by developing more novel,
compliant hemp seed varieties possessing productivity, pest resistance and crop quality attributes for license to cultivators, and for
derivative products serving the nutraceutical and food industries. Because of our proven ability to develop innovative traits in some of the
most complex plant genomes such as wheat, we believe turning our attention to the critical needs facing the rapidly evolving hemp industry
greatly enhances our growth markets. In parallel, we are evaluating key partnerships to extend our capabilities vertically to maximize the
value creation potential of our innovations.
Accelerate the commercialization of our health and nutrition trait portfolio. In 2019, we introduced resistant starch and reduced gluten
varieties of GoodWheat to the market and are scaling sales in 2021, working with multiple public breeding platforms and continuing to
build partnerships across the wheat value chain, having met the FDA requirement for “high in fiber” and “good source of fiber”
designations. We launched a product portfolio of GoodWheat pasta and flour products under the Three Farm Daughters brand with Three
Farm Daughters LLLP, that includes artisan linguine, fusilli and fettuccine pasta, in addition to 100% wheat flour. There are more products
in the pipeline as we continue to invest in our human resources and commercialization capabilities. As we become more consumer facing
and commercially aligned with consumer food companies, greater in-house consumer product knowledge and industry experience will be
required. We will continue to invest in acquisition, development and retention of the requisite management and industry experience and
production and logistics capacity to fully participate in, and control, the route to market for our high value food ingredients. We will
continue to build our commercialization expertise, refine go-to-market strategies and execute branding strategy.
Evaluate acquisitive growth opportunities. We intend to evaluate potential acquisitions representing vertical integration opportunities with
multiple benefits to Arcadia’s growth plans. These could include integrating further into our hemp and wheat supply chains to enhance
margin capture and potentially reduce the impact of future supply chain shocks, as well as speed to market new product innovations and
food formulations.
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Our Products and Product Development Pipeline
We have improved the quality and nutritional value of plant-based ingredients while improving production efficiency using advanced plant
breeding technologies and accelerating innovation through industry leading partners. Our innovations address the challenges facing our food systems as
depicted below:
We believe our core competencies in plant genomics position Arcadia for unique innovations in new crops. We leverage a research and
development team that has over 100 years of combined experience across best in class technology platforms. Our competitive advantages allow for
accelerated discovery and market entry.
GoodWheat
Enhanced Quality Grains
Our GoodWheat brand redesigns wheat as a functional food adding value to the wheat supply chain by enabling a wider range of choices to meet
consumer demands. We believe our GoodWheat products will allow consumers to enjoy unique health benefits in their favorite foods featuring wheat. Our
GoodWheat product allows consumer food companies to deliver specialty products to discerning consumers. We have multiple programs aimed at
developing wheat and other small grains with improved nutritional qualities. One such program generated multiple bread wheat and pasta wheat lines with
very high levels of amylose, leading to increased levels of resistant starch. Resistant starch increases the total dietary fiber content of wheat and reduces its
glycemic index, which are both desirable nutritional qualities that are important in the management of diabetes and healthy blood glucose levels. High fiber
Resistant Starch wheat can deliver fiber and other benefits to refined white flour products and also whole grain food products. In 2016, the FDA approved
the use of qualified health claims for corn-based resistant starch in the risk reduction of type-2 diabetes, thus establishing a key precedent for the health
benefits associated with this fiber. According to the USDA’s What We Eat in America Survey of 2015-2016, only 5% of the U.S. population meets the
recommended level of dietary fiber. On average, Americans consume only 57% of the daily recommended levels. We believe improving the fiber content
of wheat can deliver improved health benefits to a wide population.
A second program, in collaboration with Ardent Mills, aims at improving the flavor profile and shelf-life of whole wheat. A third program is aimed
at reducing gluten in wheat and other grains. This program additionally targets improved protein quality and amino acid profile in wheat. All of these
programs utilize our TILLING platform, and the resulting products are non-GM.
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High Fiber Resistant Starch Wheat
Our high fiber resistant starch (RS) wheat provides a source of wheat with inherently high levels of resistant starch, increasing the total dietary
fiber content of food products without the need for fiber additives from other sources. Currently, corn resistant starch is a product in two market segments:
dietary fiber additives and modified starch additives. According to MarketsandMarkets, the global dietary fibers market is projected to reach $6.5 billion by
2022 and the modified starch market is projected to reach $12.4 billion in 2022. Major growth in these markets is being driven by the convenience health
food sector and functional food sector. Flour from our RS wheat lines has resistant starch levels that are 12 to 20 times higher than the control wheat, and
total dietary fiber, or TDF, which is more than eight times higher than the control. RS wheat flour has been tested in applications in bread, where loaf
quality was comparable to bread made with conventional wheat flour, and pasta, where it had the highest consumer preference rankings in tests carried out
by a major consumer products company.
RS wheat flour is currently being introduced to North American bakery and CPG companies by our partners, Bay State Milling. In markets outside
North America, RS wheat is currently being tested in a range of additional bakery, ready-to-eat cereals and pasta products with industrial partners. We have
many RS wheat lines that are being evaluated for optimal quality and agronomic characteristics.
Improved Shelf Life of Whole Grain Flour
The USDA recommends that “at least one serving of grains per day must be whole grain-rich” due to evidence that a diet containing whole grains
provides a multitude of benefits, including lower risk of obesity, cardiovascular disease, and type-2 diabetes. Despite these health benefits, consumption of
whole grain products is negatively affected by the bitter and rancid flavors and odors that accumulate in whole wheat flour after milling. Our improved
stability and flavor wheat lines greatly reduced the production of rancid and bitter compounds in milled whole grain flour as it progresses through the
supply chain. Whole wheat flour from these lines is being tested further for sensory characteristics and improved shelf life stability. This new trait could
help improve the shelf life and flavor profile of whole grain products, thus reducing formulation costs and increasing consumer preference and palatability
for whole grains.
Reduced Gluten (RG) Wheat
Many consumers are interested in reducing levels of gluten in their diet. Critically, for some, this is due to having Celiac disease (CD), an
autoimmune disease that impacts many people worldwide with estimates from 1% of the population in Europe to 3.5% in Mexico. Furthermore, non-celiac
gluten sensitivity (NCGS) impacts an estimated additional 6% of the population. Both CD and NCGS are characterized by sensitivity to dietary gluten. The
only effective treatment of CD and NCGS requires removal of gluten sources from the diet. Since required adherence to a gluten-free diet is extremely
difficult to accomplish for average consumers, efforts to develop alternative approaches are needed.
Research conducted by the Connell Group in 2018 indicates there is a significant portion of consumers (26% of general population) that choose to
reduce gluten levels in their diet despite not having Celiac disease. Further internal qualitative research conducted in 2019 identified a valuable consumer
segment recognized as “Gluten Reducers” who aspire to reduce gluten but are not strict gluten-free.
Arcadia is continuing to advance a new wheat variety with reduced gluten levels. Our proprietary, non-GM wheat variety developed using
advanced screening and plant breeding techniques have reduced allergenic glutens and increased essential amino acids such as lysine, along with all the
other health benefits of high protein wheat. Importantly, this variety also delivers impressively high fiber content at approximately 14 grams per serving
compared to 2-3 grams per serving of traditional wheat, providing additional value to health-conscious consumers as well as optionality as we advance the
commercialization of this project. We are breeding the trait into additional commercial wheat varieties and working with food processors to give people a
choice to enjoy higher quality wheat in the products they love while reducing gluten in their diet.
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Innovative hemp varieties
GoodHemp is our commercial pipeline of superior non-GMO hemp seed varieties. The varieties improve plant quality and productivity, working
within federal legal guidelines. GoodHemp products deliver superior emergence and growth characteristics and are available as both seeds and seedlings.
Our seed and clone specifications meet compliance requirements because of their low THC profiles, in addition to a multitude of other beneficial
characteristics.
With the acquisition of Industrial Seed Innovations (“ISI”) in August 2020, ISI’s portfolio of strong performing hemp varieties became part of
Arcadia’s GoodHemp catalog. Umpqua is a CBD dominant variety that is designed to mature earlier than most existing varieties making it very attractive
for northern latitudes. Rogue on the other hand is designed to mature later in the season resulting in ultra-high yielding plants in lower latitude geographies
with longer growing seasons. We have since released Santiam, a CBD dominant variety designed for performance for the grower unique appeal to the
consumer.
In February 2021 four GoodHemp varieties, Umpqua, Rogue, Santiam and Potomac were evaluated and received approval by the National
Association of Official Seed Certifying Agencies (AOSCA) variety review board. This represented a significant milestone serving as independent
validation that our GoodHemp varieties are distinct, uniform and genetically stable. This certification also enables these GoodHemp varieties to be
exported and sold in Canada through our distribution partner Tritium 3H, pending approval from Health Canada.
Nutritional Oils
Gamma Linolenic Acid (GLA) Oil
Under a license agreement with Abbott Laboratories, we developed a new source of vegetable oil with very high levels of gamma linolenic acid, or
GLA, an omega-6 fatty acid. To our knowledge, our GLA safflower oil product has the highest concentration of GLA available in any plant oil at 65%;
conventional plant oils range from 10 to 22% GLA. We sell the oil in the United States to manufacturers of dietary supplements, nutritional supplements,
medical foods, dog food, and other products. GLA safflower oil is also approved in Canada as a natural health product. Our key customers include
significant participants in those markets. As part of a series of transactions with Bioceres in November 2020, we extended an exclusive license for future
GLA production and sales to Bioceres and will continue to sell the inventory we have on hand.
GLA has multiple clinically demonstrated nutritional and medical benefits, including anti-inflammatory effects, improving skin conditions such as
atopic dermatitis and healthy weight management. Our GLA oil may be beneficial when incorporating it into certain foods, dietary supplements, or medical
products where conventional sources of GLA are not sufficiently concentrated to deliver amounts that are cost- and performance-effective.
Joint Ventures
Verdeca
In 2012, we partnered with Bioceres, an Argentina-based technology company, to form Verdeca, a U.S.-based joint venture company to deploy
next-generation soybean traits, of which we own 50%. We selected Bioceres as our partner in soybeans, the world’s fourth largest crop by area grown, due
to their desirable trait portfolio, their presence in key South American markets, and the significant presence of large soybean growers in their ownership
structure. In November, 2020, we sold our membership interest in Verdeca to Bioceres in a transaction in which we received cash, shares of Bioceres stock
and a royalty stream of up to $10 million on HB4 soybean sales. An additional $2 million in cash is to be paid upon achievement by Verdeca of specific
regulatory or commercial milestones.
Archipelago Ventures Hawaii, LLC
In August 2019, we formed a new joint venture to serve the Hawaiian, North American and Asian hemp markets, Archipelago Ventures Hawaii,
LLC (“Archipelago”). This new venture between Arcadia and Legacy Ventures Hawaii (“Legacy”) combines Arcadia’s extensive genetic expertise and
seed innovation history with Legacy’s growth capital and strategic advisory expertise in the Hawaiian markets. Additionally, Legacy brings to the
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partnership years of proven success in extraction, product formulation and sales of cannabinol oil and distillate products through its equity partner, Vapen
CBD. Legacy was originally formed to be a vehicle for its partners to pursue hemp opportunities within the Hawaiian Islands.
Archipelago creates a vertically integrated supply chain, from seed to sale, we believe the first of its kind in Hawaii, and has three important
strategic imperatives: (1) ensure a reliable supply chain during critical scale up of the global hemp market, a major risk mitigation for success, (2) ensure
high quality throughout the supply chain, from genetics to the field and field to the customer, and (3) ensure being well-positioned to address the unique
needs and opportunities of the Hawaiian market.
Research and Development
Product Development Platforms
With our food and wellness products now entering the market, we are firmly in the commercialization phase of our corporate lifecycle. Moreover,
our proven platform technologies in wheat and hemp have broad application across multiple new food and product executions representing significant
value enhancement potential. For example, our Three Farm Daughter’s pasta and flour products are just two out of potentially hundreds where our nutrition
dense GoodWheat can meaningfully improve the nutrition panel and provide cleaner labels on foods like crackers, snack bars, pancakes, and breads, just to
name a few. Therefore, we are de-emphasizing new trait discovery R&D and are increasing our focus on food-science innovation to fully leverage the value
in our exiting superior wheat and hemp genetics. We are evolving our organizational capabilities to match this strategy progression to include in-house food
formulation and CPG supply chain expertise.
Our R&D program to date has been centered around ArcaTech, our proprietary, rapid prototyping and product development pipeline, focused on trait
discovery. It is from this system we developed the base platform traits and technologies which we can now leverage as the basis for innovating new food and
wellness ingredients to serve the vast addressable markets in wheat and hemp. Therefore, the primary focus of our R&D platform will now be food science
innovation, nutrition and wellness product innovation. We will still have residual breeding and introgression work to perform as we complete the agricultural
requirements for traits existing in our R&D programs as well new food formulations require.
Food Formulation Innovation. We will expand the application of our innovation platform to build on our pipeline of products focused on health
and wellness. Our innovation team is focused on using science-based solutions to leverage our wheat and hemp varieties to develop an array of food
products and wellness ingredients. Because we are innovating from directly from our own well-established plant technology traits, we expect this extension
of our involvement will provide more meaningful improvements. Through this extended application of the innovation platform, it enables us to be involved
in multiple parts of the value chain to ensure the final products adequately capture the spectrum of enriched performance. With our hyper-focused team of
scientists, researchers, technicians and chefs, we are positioned to accelerate our reach as wheat and hemp offer unique opportunities for innovative product
launches.
Controlled plant growth. The controlled plant growth group manages our growth chamber facilities, where plants are grown under precisely
controlled conditions, and our greenhouse facility, consisting of approximately 26,000 square feet of high-quality greenhouse space. They also carry out a
number of essential functions to support breeding and prototype evaluation including the phenotypic evaluation of plants, controlled crosses, accelerated
breeding protocols, rapid phenotyping as well as conducting seed increases for commercial sale. Additionally, for hemp projects, this team manages our
cannabinoid chemistry pipeline, which enables high throughput characterization of cannabinoids and terpenes across all research hemp populations. Our
growth chamber facilities are located at our headquarters in Davis, California, and our greenhouses are located nearby in Yolo county California.
Molecular analysis and accelerated breeding. The molecular analysis team plays a critical role in enabling the rapid deployment of our traits into
commercially relevant germplasm by deploying genetic markers to track our proprietary gene alleles as we introgress them into new germplasm. This
enables us to rapidly develop and select lines for advancement into field evaluation and to expand the commercial offerings of our GoodWheat product
lines.
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Research, Field Trials, Breeder & Foundation Seed Production. Our trait evaluation and development group is based in Davis, California and
conducts remote field operations in American Falls, Idaho; Yuma, Arizona; Brawley, California and multiple locations in Montana, North Dakota, Oregon
and Washington. The trait evaluation and development group have extensive field and specialized statistical analytical capabilities that we deploy to
support field trial execution and data analysis internally and with our collaborators. Late-stage regional and agronomic trials are intended to develop
extensive data on a limited number of potential commercial plant varieties and develop the best crop management practices suited for these commercial
products. Similarly, regulatory trials develop data for use in submissions for regulatory review and may involve plant varieties developed by our
collaborators or our own oil quality and grain quality programs.
Commercial Seed, and Grain Production. The commercial development group is based in Davis, California. The group conducts grower field trials
and manages the commercial seed and grain production throughout the United States working through seed production specialists and growers and
elsewhere globally with our collaborators and joint venture partners. Grower field evaluations are designed to test new commercial seed varieties for yield
and agronomic performance and as well as characterizing performance of seed and grain quality attributes.
Regulatory Data Generation. Our Analytical Services and Regulatory Science group is located in Davis, California and provides automated DNA
preparations, genomic blot analyses, lipid profiling, metabolomics and protein purification services and develops data for use in product selection and
validation, certification of SONOVA, GoodWheat and other product specifications, and regulatory submissions. These data support regulatory submissions
and provide core trait regulatory packages to our collaborators for use in their crop-specific regulatory applications.
Biological Materials Inventory and Tracking. Our proprietary Pedigree and Inventory Management System, or PIMS, tracks the genetic,
phenotypic and location information for all our plant materials. PIMS encompasses genetic elements such as genes and promoters, GM seeds and plant
material received by us, as well as seeds and plants developed by us and used in trait development. The performance of our plant materials is recorded
through a variety of laboratory and field observations, and the data are stored within PIMS. The location of all plant materials is tracked throughout the
plant life cycle. This includes specific seeds planted within a specific plot of a specific field trial, harvest, seed storage location and use by, or distribution
of plant material to, our collaborators or elsewhere. PIMS interfaces with our Biotechnology Quality Management System, or BQMS, to manage all
movement and release of regulated GM plant materials. This ensures all our plant materials are accounted for, tracked and inventoried, which enables us to
maintain control over and documentation of all plant materials.
Intellectual Property
We rely on patents and other proprietary right protections, including trade secrets and contractual protection of our proprietary know-how and
confidential information, to preserve our competitive position.
As of December 31, 2020, and in summary, we owned or exclusively controlled 109 issued patents and 61 pending patent applications
worldwide. These totals reflect the following: (i) with respect to the U.S. territory, we owned 20 and exclusively in-licensed 4 U.S. issued patents, and we
owned 10 U.S. patent applications relating to our trait technologies and business methods; and (ii) in connection with foreign territories, we owned 25 and
exclusively in-licensed 59 foreign issued patents, and owned 50 pending foreign patent applications. With respect to all of the foregoing patent assets, our
exclusive licenses afford us control over the prosecution and maintenance of the licensed patents and patent applications. These numbers do not include in-
licensed patents for which we either do not have exclusive rights (such as certain enabling technology licenses), or for which we have exclusive rights only
in a limited field of use or do not control prosecution and maintenance of the licensed patents.
As of December 31, 2020, we had eight registered trademarks in the United States and also six registered trademarks in various other countries.
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Key Collaborations
We have established numerous trait collaborations and have developed close relationships with industry-leading seed and consumer product
companies. Our partnerships with global strategic seed and consumer product players enable us to further participate in the development and
commercialization of innovative products that promise to play significant roles in improving global crop efficiency and enhancing human health. We
believe that the expertise and opportunities created by these collaborations represent important assets to our business. Below is a summary of selected
collaborative partnerships that we view as key to the achievement of our near-term and mid-term business objectives.
Ardent Mills
In November 2018, we announced our collaboration with Ardent Mills, LLC to develop and commercialize wheat innovations. Ardent Mills, LLC
is North America’s leading flour-milling and ingredient company. Our first project focuses on extending the shelf life and improving the flavor of whole
wheat products.
By using patented Arcadia trait technology, the storage life of whole wheat flour can be extended by slowing the enzymatic processes that reduce
shelf life. Because milled flour from wheat carrying Arcadia’s trait technology oxidizes more slowly, it also minimizes the bitterness associated with most
whole wheat products. This trait is expected to help improve the taste of whole wheat products and help reduce waste.
The extended shelf life wheat trait was developed using our proprietary non-GM wheat genetic diversity TILLING library, an extensive and
exclusive resource of trait lines with high-density variations in genetic composition and gene function. Because it is non-GM, the trait has wide application
potential across both conventional and organic farming practices. We recently received a U.S. patent for the technology which extends the storage life of
whole wheat flour by minimizing oxidation, the latest in our portfolio of wheat trait improvements. We will continue further collaboration with Ardent
Mills, LLC and university partners to bring this trait to commercialization in products.
Corteva Agriscience
In August 2017, we entered into a new strategic collaboration with Corteva AgriScience to jointly develop and commercialize a breakthrough
improved wheat quality trait in North America. The collaboration leverages our TILLING platform with Corteva Agriscience’s enabling technology
platforms, high-quality elite germplasm and global commercial channels.
Under the collaboration, the companies will further develop and commercialize an improved wheat quality trait, which has completed initial field
trials and is advancing to next-stage field trials. Corteva AgriScience will introgress Arcadia’s trait into its proprietary elite germplasm lines and manage all
aspects related to the trait commercialization. Certain development costs will be co-funded, and we will share in the commercial value resulting from
products produced.
Arista Cereal Seeds Pty Ltd and Bay State Milling Company
In August 2019, we entered into a binding term sheet with Arista and BSM to resolve the parties’ disputes, including the Delaware Action and the
716 Interference proceeding. Under the binding term sheet, Bay State Milling Company will become the exclusive commercial partner for our high fiber
wheat in North America under Bay State Milling’s HealthSense™ brand portfolio, while Arista receives exclusive rights under our high fiber wheat
intellectual property in certain geographies, including Australia and Europe. We will continue to market our high fiber wheat under our GoodWheat
portfolio of specialty wheat ingredients in other international markets. In December 2019, the three parties entered into a settlement agreement reflecting
the terms of the binding term sheet.
Competition
The markets for seed traits and agricultural biotechnology products are highly competitive, and we face significant direct and indirect competition
in several aspects of our business. Competition for improving plant
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genetics comes from conventional and advanced plant breeding techniques, as well as from the development of advanced biotechnology traits. Other
potentially competitive sources of improvement in crop yields include improvements in crop protection chemicals, fertilizer formulations, farm
mechanization, other biotechnology, and information management. Programs to improve genetics and chemistry are generally concentrated within a
relatively small number of large companies, while non-genetic approaches are underway with broader set of companies.
In general, we believe that our competitors generally fall into the following categories:
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Specialty health and nutrition ingredient companies: In response to the growing consumer demand for healthier food alternatives, a number
of agricultural and food-based companies are augmenting their product and market strategies to bring new quality food ingredients to
market. Calyxt, Inc. (formerly known as Cellectis Plant Sciences, Inc) is an agriculture biotechnology company that has a similar strategy
as ours and is using gene-editing technology to create healthier specialty food ingredients and agriculturally advantageous food crops.
Large Agricultural Biotechnology, Seed, and Chemical Companies: According to Phillips McDougall, the leading 10 seed and trait
companies as a group invested $3.9 billion in seed and trait research and development in 2017. This includes conventional and advanced
plant breeding, as well as biotechnology and gene-editing trait development. According to Phillips McDougall, only a limited number of
companies have been actively involved in new trait discovery, development, and commercialization: Corteva (formerly DuPont Pioneer and
Dow), Syngenta, BASF, Bayer (including former Monsanto), KWS, and Genective (a joint venture between KWS and Limagrain). Many of
these companies have substantially larger budgets for gene discovery, research, development, and product commercialization than we do.
Some of these companies also have substantial resources and experience managing the regulatory process for new GM seed traits. Each of
Corteva, Syngenta, and Bayer, which accounted for 87% of the 2017 seed trait research and development spend noted above, also have
significant chemical crop protection background and businesses. The trait pipelines of these companies are heavily weighted toward biotic
stress traits, although they also have significant programs aimed at development of abiotic stress traits and increasingly on output traits
such as nutritional content. While these companies have internal programs that may compete with our own, they also seek new traits
externally and, as such, some of them either currently are, or may in the future be, our collaborators.
Trait Research and Development Companies: There are a number of companies that specialize in research and development of agricultural
yield and product quality traits, and we believe that a dozen or more companies, including Ebbu (acquired by Cannopy Growth), Front
Range Biosciences, Segra, Yield 10, Arista, Benson Hill Biosystems, Evogene, Keygene, Oregon CBD, High Grade Hemp, and Trilogene,
among others, are competitors in our field. We believe that these companies typically focus on a limited number of traits, and do not
generally have the product development and regulatory infrastructure necessary to bring traits to market. Therefore, we believe they
typically license trait technologies to large industry players with in-house development and regulatory capabilities at a relatively early stage
of development. In the development of nutritional traits using non-GM methods, companies like Calyxt and Arista Cereal Technologies are
competitors who are also developing quality traits in wheat and other crops.
Companies Focused on the Development and Commercialization of Microbial Crop Enhancements: The use of microbial products to
enhance crop performance via application to soil, seed, or to crops directly is an area where increased research and development activity
has been underway for the past decade or more. We believe that there are more than 20 companies of varying size working in this space.
There have been a number of acquisitions, including Becker Underwood by BASF, and joint collaborations in this space but multiple
independent companies remain, including Verdesian, Marrone Bioinnovations, Biagro Agrinos, Indigo Agriculture, and Bioconsortia.
While these companies could be considered to compete with us as their products seek to improve crop yields, we believe that such products
and our traits may be additive, or synergistic, to our future products in terms of increasing crop yields.
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•
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Producers of feminized hemp seed: Within the nascent hemp seed industry, there have been numerous producers of hemp seed, both large
and small, not able to weather the volatility in the market. A few of the producers remaining whom we consider competitors include
Oregon CBD, Front Range Biosciences, Trilogene Seeds and High-Grade Hemp Seed, Hemptown USA, among others.
Companies Selling Wheat Products: As we enter the direct to consumer and retail markets with our GoodWheat products, we believe we
face significant competition from a variety of consumer-packaged goods companies. Our competitors in the pasta market range from
companies like Banza and Ancient Harvest who offer high-nutrition pasta alternatives to large, traditional pasta producers including Barilla
and De Cecco. We will face similar competition with our flour products.
Employees
As of December 31, 2020, we had 11 full-time employees dedicated to research and development. Our research and development team possesses
technical expertise in molecular biology, biochemistry, genetics, genetic engineering, analytical chemistry, and plant physiology. Our research and
development activities are conducted principally at our Davis, California facility, with ongoing field trials conducted in American Falls, Idaho; Brawley,
California; Yuma, Arizona; Molokai, Hawaii; and numerous other locations throughout the United States, as well as locations managed by our collaborators
worldwide. We have made, and will continue to make, substantial investments in research and development. Our research and development expenses were
$8.0 million and $7.1 million in the years ended December 31, 2020 and 2019, respectively.
As of December 31, 2020, we had 58 full-time employees, of whom four hold doctorate degrees. Approximately 11 employees are engaged in
research and development and 47 in management, operations, commercial operations, accounting/finance, legal and administration. We believe our
employee relations to be good. None of our employees are represented by a labor union or collective bargaining agreement.
Facilities
Our corporate headquarters are located in Davis, California, in a facility consisting of approximately 21,480 square feet of office, laboratory and
growth chamber space under a lease which expires on March 31, 2030. This facility accommodates research and development, operations, commercial
operations, analytical services, and administrative activities. Our administrative offices in Phoenix, Arizona, consist of 2,976 square feet under a lease
expires on December 31, 2021. The facility accommodates our finance and other administrative activities. We lease greenhouse space and farmland for
agricultural use in Northern California and Oregon, as well as farmland in Southern California, Idaho and Hawaii. We also lease office and warehouse
space in Idaho under a lease that expires on December 31, 2023.
We believe that our leased facilities are adequate to meet our current needs and that, if needed, suitable additional or alternative space will be
available to accommodate our operations.
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Item 1A. Risk Factors.
You should carefully consider the following risk factors, in addition to the other information contained in this report on Form 10-K, including the
section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and
related notes. If any of the events described in the following risk factors and the risks described elsewhere in this report occurs, our business, operating
results and financial condition could be seriously harmed. This report on Form 10-K also contains forward-looking statements that involve risks and
uncertainties. Our actual results could differ materially from those anticipated in the forward-looking statements as a result of factors that are described
below and elsewhere in this report.
Risks Related to Our Hemp Business
We will be subject to a myriad of different laws and regulations governing hemp and our inability to comply with such laws in a cost-effective manner
may have an adverse effect on our business and result of operations.
Laws and regulations governing the use of hemp in the United States are broad in scope, subject to evolving interpretations, and subject to
enforcement by a myriad of regulatory agencies and law enforcement entities. Under the Agriculture Improvement Act of 2018, also known as the 2018
Farm Bill, a state or Indian tribe that desires to have primary regulatory authority over the production of hemp in the state or territory of the Indian tribe
must submit a plan to monitor and regulate hemp production to the Secretary of the USDA. The Secretary must then approve the state or tribal plan after
determining if the plan complies with the requirements set forth in the Agriculture Improvement Act of 2018. The Secretary may also audit the state or
Indian tribe’s compliance with the federally-approved plan. If the Secretary does not approve the state or Indian tribe’s plan, then the production of hemp in
that state or territory of that Indian tribe will be subject to a plan established by USDA. USDA published a final rule on January 19, 2021, that provided
regulations for the production of hemp in the USA that went into effect on March 22, 2021. We anticipate that some states will seek to have primary
regulatory authority over the production of hemp. States that seek such authority may create new laws and regulations that limit or restrict the use of hemp.
Federal and state laws and regulations on hemp may address production, monitoring, manufacturing, distribution, and laboratory testing to ensure
that that the hemp has a delta-9 tetrahydrocannabinol concentration of not more than 0.3% on a dry weight basis. Federal laws and regulations may also
address the transportation or shipment of hemp or hemp products, as the Agriculture Improvement Act of 2018 prohibits states and Indian tribes from
prohibiting the transportation or shipment of hemp or hemp products produced in accordance with that law through the state or territory of the Indian tribe,
as applicable. We may be subject to many different state-based regulatory regimens for hemp, all of which could require us to incur substantial costs
associated with compliance requirements. Our research and development operations will be restricted to only where such operations are legal on the local,
state and federal levels.
The DEA issued an interim final rule to codify statutory amendments to the controlled substances act made by the 2018 farm bill. It is possible that
the DEA will make additional changes in a final rule that may have a material impact on our hemp business and our ability to operate.
The Food and Drug Administration has published guidance related to the CBD and hemp-extract business but has not formally released a
regulatory framework for the industry. It is possible that the FDA will provide additional guidance or implement future regulations that may have a material
impact on our hemp business.
In addition, it is possible that additional regulations may be enacted in the future in the United States and globally that will be directly applicable to
our research and development operations. We cannot predict the nature of any future laws, regulations, interpretations, or applications, nor can we
determine what effect additional governmental regulations or administrative policies and procedures, when and if promulgated, could have on our
business.
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We may be forced to dispose of hemp we produce should a harvested crop test in excess of 0.3% THC levels.
The USDA’s Final Rule for hemp cultivation mandates that states test hemp crops and dispose of "hot" crops that exceed 0.3% THC. If a producer
has produced cannabis exceeding the acceptable hemp THC level, the material must be disposed of in accordance with USDA regulations. Arcadia is
responsible for the costs of disposal of non-compliant crops for which it is the producer, which could potentially be significant should a large number of
acres test positive.
There is limited operating history in the legal hemp or cannabis industry, which makes it difficult to accurately assess our future growth prospects.
The legal hemp and cannabis industry is an evolving industry that may not develop as expected. Furthermore, our operations continue to evolve as
we continually assess new strategic opportunities for our business within this industry. Assessing the future prospects of this industry is challenging in light
of both known and unknown risks and difficulties we may encounter. Growth prospects in the legal hemp and cannabis industry can be affected by a wide
variety of factors including:
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•
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•
Competition from other similar companies;
Fluctuations in the market price of hemp seeds and CBD oil;
Regulatory limitations on the types of research and development with respect to cannabis;
Other changes in the regulation of cannabis and legal hemp use; and
Changes in underlying consumer behavior, which may affect the demand of our legal hemp and cannabis traits.
We may not be able to successfully address the above factors, which could negatively impact our intended business plans and financial statements.
Because we have only recently begun our legal hemp operations, we anticipate our operating expenses will increase prior to earning meaningful
revenue from these operations.
As we execute our business plan with respect to legal hemp, we anticipate significant increases in our operating and production expenses, and we
may not realize significant revenues from such operations. As a result, the Company may incur significant financial losses with respect to such operations
in the foreseeable future. There is no history upon which to base any assumption as to the likelihood that these operations will prove successful.
Negative press from being in the hemp/cannabis space could have a material adverse effect on our business, financial condition, and results of
operations.
The hemp plant and the cannabis/marijuana plant are both part of the same cannabis sativa genus/species of plant, except that hemp, by definition,
has less than 0.3% THC content, but the same plant with a higher THC content is cannabis/marijuana, which is legal under certain state laws, but which is
not legal under federal law. The similarities between these plants can cause confusion, and our activities with legal hemp may be incorrectly perceived as us
being involved in federally illegal cannabis. Also, despite growing support for the cannabis industry and legalization of cannabis in certain U.S. states,
many individuals and businesses remain opposed to the cannabis industry. Any negative press resulting from any incorrect perception that we have entered
into the cannabis space could result in a loss of current or future business. It could also adversely affect the public’s perception of us and lead to reluctance
by new parties to do business with us or to own our common stock. We cannot assure you that additional business partners, including but not limited to
financial institutions and customers, will not attempt to end or curtail their relationships with us. Any such negative press or cessation of business could
have a material adverse effect on our business, financial condition, and results of operations.
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Risks Related to Our Business and Our Other Industries
Unfavorable global economic or political conditions could adversely affect our business, financial condition or results of operations.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. A global
financial crisis or a global or regional political disruption could cause extreme volatility in the capital and credit markets. For example, outbreaks of
epidemic, pandemic, or contagious diseases, such as the current COVID-19 pandemic, could disrupt our business. Business disruptions could include
disruptions to the productivity of our employees working remotely and restrictions on their travel may hinder their ability to meet with potential customers
and close transactions, as well as temporary closures of the facilities of suppliers or contract growers in our supply chain. While we’ve seen very recent
signs of improvement, hemp growers have been slower to make decisions to purchase hemp seeds due to economic uncertainty and wheat consumer
packaged goods companies have been heavily focused on production over R&D evaluation as demand for staples like pasta and flour have increased. In
addition, the COVID-19 outbreak may result in a severe economic downturn and has already significantly affected the financial markets of many countries.
A severe or prolonged economic downturn or political disruption could result in a variety of risks to our business, including our ability to raise capital when
needed on acceptable terms, if at all. A weak or declining economy or political disruption could also strain our manufacturers or suppliers, possibly
resulting in supply disruption, or cause our customers to delay making payments for our services. Any of the foregoing could harm our business and we
cannot anticipate all of the ways in which the political or economic climate and financial market conditions could adversely impact our business.
We or our partners may not be successful in developing commercial products that incorporate our traits and for which there is consumer demand.
Our future growth depends on our ability to monetize the trait assets we’ve created by bringing products to market that incorporate our technology,
as well as licensing these traits to our collaborators to develop and commercialize seeds and products that contain our traits. The development process could
take longer than we anticipate or could ultimately fail to achieve commercial success for any of the following reasons, including but not limited to: non-
competitive pricing, ineffective advertising and marketing campaigns, increased competition, failure to align with consumer tastes and lack of brand
acceptance.
If products containing our traits are never commercialized or are not well-received in the marketplace, our ability to generate revenues and become
profitable, as well as our long-term growth strategy, would be materially and adversely affected. Even if we or our collaborators are able to develop
commercial products that incorporate our traits, any such products may not achieve commercial success as quickly as we project, or at all.
We have a history of significant losses, which we expect to continue, and we may never achieve or maintain profitability.
We have incurred significant net losses since our formation in 2002 and expect to continue to incur net losses for the foreseeable future. We
incurred net losses of $6.0 million, and $28.9 million for the years ended December 31, 2020 and 2019, respectively. As of December 31, 2020, we had an
accumulated deficit of $211.8 million. Net cash used in operations was $30.2 million and $17.2 million for the years ended December 31, 2020 and 2019,
respectively. We expect to continue to incur losses. Because we have incurred and will continue to incur significant costs and expenses for these efforts
before we obtain any incremental revenues from the sale of seeds or products incorporating our traits, our losses in future periods could be even more
significant. In addition, we may find our development and commercialization efforts are more expensive than we anticipate or that they do not generate
revenues in the time period we anticipate, which would further increase our losses. If we are unable to adequately control the costs associated with
operating our business, including costs of development and commercialization of our traits, our business, financial condition, operating results, and
prospects will suffer.
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We may require additional financing and may not be able to obtain such financing on favorable terms, if at all, which could force us to delay, reduce,
or eliminate our research and development activities.
We will continue to need capital to fund our development projects, the commercialization of our products, and to provide working capital to fund
other aspects of our business. If our capital resources are insufficient to meet our capital requirements, we will have to raise additional funds. If future
financings involve the issuance of equity securities, our existing stockholders would suffer dilution. If we are able to raise debt financing, we may be
subject to restrictive covenants that limit our operating flexibility. We may not be able to raise sufficient additional funds on terms that are favorable to us,
if at all. If we fail to raise sufficient funds and continue to incur losses, our ability to fund our operations, take advantage of strategic opportunities, develop
and commercialize products or technologies, or otherwise respond to competitive pressures could be significantly limited. If this happens, we may be
forced to delay or terminate research and development programs or the commercialization of products or curtail operations. If adequate funds are not
available, we will not be able to successfully execute on our business strategy or continue our business.
Our gross profit margins on the products we’ve recently introduced containing our GoodWheat as an ingredient may be impacted by a variety of
factors, including but not limited to, variations in raw materials and packaging pricing, customer requirements, market acceptance rate and
promotional support costs.
We expect that our gross profit as a percentage of net sales could fluctuate as a result of a number of factors, including product pricing, retail
discounts, and the availability and cost of ingredients and packaging. In addition, our gross profit margin may be impacted by shifts in the overall mix of
products having a higher or lower profit margin. If we are not able to increase our selling prices or reduce product sizes sufficiently, or in a timely manner,
to offset increased raw material, packaging, or other input costs, or if our sales volume decreases significantly, there could be a negative impact on our
financial condition and results of operations. Should the rate of market acceptance of our products be slower than anticipated, we may incur additional
expense by increasing promotional activities.
Competition in traits and seeds is intense and requires continuous technological development, and, if we are unable to compete effectively, our
financial results will suffer.
We face significant competition in the markets in which we operate. The markets for traits and agricultural biotechnology products are intensely
competitive and rapidly changing. In most segments of the seed and agricultural biotechnology market, the number of products available to consumers is
steadily increasing as new products are introduced. At the same time, the expiration of patents covering existing products reduces the barriers to entry for
competitors. We may be unable to compete successfully against our current and future competitors, which may result in price reductions, reduced margins
and the inability to achieve market acceptance for products containing our traits. In addition, several of our competitors have substantially greater financial,
marketing, sales, distribution, research and development, and technical resources than us, and some of our collaborators have more experience in research
and development, regulatory matters, manufacturing, and marketing. We anticipate increased competition in the future as new companies enter the market
and new technologies become available. Our technologies may be rendered obsolete or uneconomical by technological advances or entirely different
approaches developed by one or more of our competitors, which will prevent or limit our ability to generate revenues from the commercialization of our
traits being developed.
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We rely on third parties to conduct, monitor, support, and oversee field trials and commercial production and, in some cases, to maintain regulatory
files for those products in development, and any performance issues by third parties, or our inability to engage third parties on acceptable terms, may
impact our or our collaborators’ ability to complete the regulatory process for or commercialize such products.
We rely on third parties, including farmers, to conduct, monitor, support, and oversee field trials and commercial production. As a result, we have
less control over the timing and cost of these activities than if we conducted them with our own personnel. If we are unable to maintain or enter into
agreements with these third parties on acceptable terms, or if any such engagement is terminated prematurely, we may be unable to conduct and complete
our trials and commercial production in the manner we anticipate. In addition, there is no guarantee that these third parties will devote adequate time and
resources to our activities or perform as required by our contract or in accordance with regulatory requirements, including maintenance of field trial or
production information. If these third parties fail to meet expected deadlines, fail to transfer to us any regulatory or other information in a timely manner,
fail to adhere to protocols, or fail to act in accordance with regulatory requirements or our agreements with them, or if they otherwise perform in a
substandard manner or in a way that compromises the quality or accuracy of their activities or the data they obtain, then field trials and commercial
production of our products in development may be extended or delayed with additional costs incurred, or our data may be rejected by the USDA or FDA,
the U.S. Environmental Protection Agency, or EPA, or other regulatory agencies. Ultimately, we are responsible for ensuring that each of our field trials
and commercial production is conducted in accordance with the applicable protocol, legal, regulatory and scientific standards, and our reliance on third
parties does not relieve us of our responsibilities.
If our relationship with any of these third parties is terminated, we may be unable to enter into arrangements with alternative parties on
commercially reasonable terms, or at all. Switching or adding growers or other suppliers can involve substantial cost and require extensive management
time and focus. In addition, there is a natural transition period when a new farmer or other third party commences work. As a result, delays may occur,
which can materially impact our ability to meet our desired development or commercial timelines. If we are required to seek alternative supply
arrangements, the resulting delays and potential inability to find a suitable replacement could materially and adversely impact our business.
Most of our collaborators have significant resources and development capabilities and may develop their own products that compete with or negatively
impact the advancement or sale of products containing our traits.
Most of our collaborators are significantly larger than us and may have substantially greater resources and development capabilities. As a result, we
are subject to competition from many of our collaborators, who could develop or pursue competing products and traits that may ultimately prove more
commercially viable than our traits. In addition, former collaborators, by virtue of having had access to our proprietary technology, may utilize this insight
for their own development efforts, despite the fact that our collaboration agreements prohibit such use. The development or launch of a competing product
by a collaborator may adversely affect the advancement and commercialization of any traits we develop and any associated research and development and
milestone payments and value-sharing payments we receive from the sale of products containing our traits.
Our joint venture agreements could present a number of challenges that may have a material adverse effect on our business, financial condition, and
results of operations.
Our joint venture arrangements may present financial, managerial, and operational challenges, including potential disputes, liabilities, or
contingencies and may involve risks not otherwise present when operating independently, including:
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our joint venture partners may have business interests, goals or cultures that are or become inconsistent with our business interests, goals or
culture;
our joint venture partners may share certain approval rights,
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•
•
•
we may incur liabilities or losses as a result of an action taken by the joint venture or our joint venture partners;
our joint venture partners may take action contrary to our instructions, requests, policies or objectives, which could reduce our return on
investment, harm our reputation or restrict our ability to run our business; and
disputes between us and our joint venture partners may result in delays, litigation or operational impasses.
The risks described above or the failure to continue any joint venture or joint development arrangement or to resolve disagreements with our
current or future joint venture partners could materially and adversely affect our ability to transact the business that is the subject of such joint venture,
which would in turn negatively affect our financial condition and results of operations.
We and our collaborators may disagree over our right to receive payments under our collaboration agreements, potentially resulting in costly litigation
and loss of reputation.
Our ability to receive payments under our collaboration agreements depends on our ability to clearly delineate our rights under those agreements.
We typically license our intellectual property to our collaborators, who then develop and commercialize seeds with improved traits. However, a
collaborator may use our intellectual property without our permission, dispute our ownership of certain intellectual property rights, or argue that our
intellectual property does not cover, or add value to, their marketed product. If a dispute arises, it may result in costly patent office procedures and
litigation, and our collaborator may refuse to pay us while the dispute is ongoing. Furthermore, regardless of any resort to legal action, a dispute with a
collaborator over intellectual property rights may damage our relationship with that collaborator and may also harm our reputation in the industry.
Even if we are entitled to payments from our collaborators, we may not actually receive these payments, or we may experience difficulties in
collecting the payments to which we believe we are entitled. After our collaborators launch commercial products containing our licensed traits, we will
need to rely on the good faith of our collaborators to report to us the sales they earn from these products and to accurately calculate the payments we are
entitled to, a process that will involve complicated and difficult calculations. Although we seek to address these concerns in our collaboration agreements
by reserving our right to audit financial records, such provisions may not be effective.
Our business is subject to various government regulations and if we or our collaborators are unable to timely complete the regulatory process for our
products in development, our or our collaborators’ ability to market our traits could be delayed, prevented or limited.
Our business is generally subject to two types of regulations: regulations that apply to how we and our collaborators operate and regulations that
apply to products containing our traits. We apply for and maintain the regulatory permits necessary for our operations, particularly those covering our hemp
seed breeding, seed production, and crop production operations or field trials, while we or our collaborators apply for and maintain regulatory approvals
necessary for the commercialization of products containing our seed traits. The large-scale field trials that our collaborators conduct during advanced stages
of product development are subject to regulations similar to those to which we are subject. Even if we and our collaborators make timely and appropriate
applications for regulatory permits for our field trials, government delays in issuing such permits can significantly affect the development timelines for our
products, particularly if the planting period for a crop growing season expires before the necessary permits are obtained. Pursuant to our collaboration
agreements, our collaborators also apply for the requisite regulatory approvals prior to commercialization of products containing our traits. In most of our
key target markets, regulatory approvals must be received prior to the importation of genetically modified products. These regulatory processes may be
complex; for example, the U.S. federal government’s regulation of biotechnology is divided among the EPA, which regulates activity related to the use of
plant pesticides and herbicides, the USDA, which regulates the import, field testing, interstate movement, and environmental release of specific
technologies that may be used in the creation of genetically modified plants, and the FDA, which regulates foods derived from new plant varieties.
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In addition to regulation by the U.S. government, products containing our biotech traits may be subject to regulation in each country in which such
products are tested or sold. International regulations may vary from country to country and from those of the United States. The difference in regulations
under U.S. law and the laws of foreign countries may be significant and, in order to comply with the laws of foreign countries, we may have to implement
global changes to our products or business practices. Such changes may result in additional expense to us and either reduce or delay product development
or sales. Additionally, we or our collaborators may be required to obtain certifications or approvals by foreign governments to test and sell the products in
foreign countries.
The regulatory process is expensive and time-consuming, and the time required to complete the process is difficult to predict and depends upon
numerous factors, including the substantial discretion of the regulatory authorities. Our traits could require a significantly longer time to complete the
regulatory process than expected, or may never gain approval, even if we and our collaborators expend substantial time and resources seeking such
approval. A delay or denial of regulatory approval could delay or prevent our ability to generate revenues and to achieve profitability. Changes in
regulatory review policies during the development period of any of our traits, changes in, or the enactment of, additional regulations or statutes, or changes
in regulatory review practices for a submitted product application may cause a delay in obtaining approval or result in the rejection of an application for
regulatory approval. Regulatory approval, if obtained, may be made subject to limitations on the indicated uses for which we or our collaborators may
market a product. These limitations could adversely affect our potential revenues. Failure to comply with applicable regulatory requirements may, among
other things, result in fines, suspensions of regulatory approvals, product recalls, product seizures, operating restrictions, and criminal prosecution. We have
on certain occasions notified the USDA of instances of noncompliance with regulations. Although these occasions did not result in any enforcement
actions, we may have occasions of noncompliance in the future that result in USDA or other governmental agency enforcement action.
Loss of or damage to our germplasm collection would significantly slow our product development efforts.
We have developed and maintain a comprehensive collection of germplasm through strategic collaborations with leading institutions, which we
utilize in our non-GM programs. Germplasm comprises collections of genetic resources covering the diversity of a crop, the attributes of which are
inherited from generation to generation. Germplasm is a key strategic asset since it forms the basis of seed development programs. To the extent that we
lose access to such germplasm because of the termination or breach of our collaboration agreements, our product development capabilities would be
severely limited. In addition, loss of or damage to these germplasm collections would significantly impair our research and development activities.
Although we restrict access to our germplasm at our research facilities to protect this valuable resource, we cannot guarantee that our efforts to protect our
germplasm collection will be successful. The destruction or theft of a significant portion of our germplasm collection would adversely affect our business
and results of operations.
The regulatory environment outside the United States varies greatly from jurisdiction to jurisdiction and there is less certainty how some of our
products will be regulated.
We may use gene-editing and TILLING technology to develop some of our product portfolio. The regulatory environment around gene-editing and
TILLING in plants for food ingredients is greatly uncertain outside of the United States and varies greatly from jurisdiction to jurisdiction. Each
jurisdiction may have its own regulatory framework regarding genetically modified foods, which may include restrictions and regulations on planting and
growing genetically modified plants and in the consumption and labeling of genetically modified foods, and which may encapsulate our products. To the
extent regulatory frameworks outside of the United States are not receptive to our gene-editing and TILLING technologies, this may limit our ability to
expand into other global markets.
Complying with the regulatory requirements outside the United States will be costly and time-consuming, and there is no guarantee we will be able
to commercialize our products outside the United States.
We cannot predict whether or when any jurisdiction will change its regulations with respect to our products. Advocacy groups have engaged in
publicity campaigns and filed lawsuits in various countries against companies and regulatory authorities, seeking to halt regulatory approval or clearance
activities or influence public opinion against genetically engineered and/or gene-edited products. In addition, governmental reaction to negative publicity
concerning our products could result in greater regulation of genetic research and derivative products or regulatory costs that render our products cost
prohibitive.
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The scale of the commodity food industry may make it difficult to monitor and control the distribution of our products. As a result, our products
may be sold inadvertently within jurisdictions where they are not approved for distribution. Such sales may lead to regulatory challenges or lawsuits against
us, which could result in significant expenses and management attention.
We depend on our key personnel and, if we are not able to attract and retain qualified scientific and business personnel, we may not be able to grow our
business or develop and commercialize our products.
Our future performance depends on the continued services and contributions of our management team and other key employees, the loss of whose
services might significantly delay or prevent the achievement of our scientific or business objectives. The replacement of any member of our management
team involves significant time and costs and such loss could significantly delay or prevent the achievement of our business objectives. A member of our
leadership team who has been our employee for many years and therefore, has significant experience and understanding of our business, would be difficult
to replace.
Additionally, the majority of our workforce is involved in development and commercial activities. Our business is therefore dependent on our
ability to recruit and maintain a highly skilled and educated workforce with expertise in a range of disciplines, including plant genetics, agronomics,
agribusiness, marketing, and other subjects relevant to our operations. All of our current employees are at-will employees, and the failure to retain or hire
skilled and highly educated personnel could limit our growth and hinder our research and development efforts.
Our business is subject to the risks of earthquakes, fire, flood, crop losses, epidemics, and other catastrophic natural events, and security breaches,
including cybersecurity incidents.
Our headquarters, certain research and development operations and our seed storage warehouse are located in Davis, California. Production of
hemp and wheat is conducted in California, Hawaii, Oregon, Idaho and other locations. Our seed, grain and hemp crops are vulnerable to adverse weather
conditions, including windstorms, floods, drought and temperature extremes, which are common but difficult to predict. In addition, the crops are
vulnerable to crop disease and to pests, which may vary in severity and effect, depending on the stage of production at the time of infection or infestation,
the type of treatment applied and climatic conditions. Unfavorable growing conditions can reduce both crop size and quality. Weather conditions, disease or
pest infestation could damage the crop in spite of precautions we would normally take to avoid such losses. Our SONOVA product inventory is stored in a
single cold storage facility in Northern California. We take precautions to safeguard our facilities, including insurance, health and safety protocols, and off-
site storage of critical research results and computer data. However, a natural disaster, such as a fire, flood, or earthquake, could cause substantial delays in
our operations, damage or destroy our equipment, inventory, or development projects, and cause us to incur additional expenses. The insurance we maintain
against natural disasters may not be adequate to cover our losses in any particular case.
We utilize and critically rely upon information technology systems in all aspects of our business, including increasingly large amounts of data to
support our products and advance our research and development. Failure to effectively prevent, detect, and recover from the increasing number and
sophistication of information security threats could result in theft, misuse, modification, and destruction of information, including trade secrets and
confidential business information, and cause business disruptions, delays in research and development, and reputational damage, which could significantly
affect our results of operations and financial condition.
A lack of availability of water in any of our production areas could impact our business.
Adequate quantities and correct timing of the application of water are vital for most agriculture to thrive. Whether particular farms are experiencing
water shortages depends, in large part, on their location. However, continuing drought conditions can threaten all farmland other than those properties with
their own water sources. Domestic regulations regarding water usage and rights may also limit the availability of water. Moreover, if the farmers and others
who purchase our seed to grow crops cannot get an adequate supply of water, or if the cost of water makes it uneconomical for the farmers to grow the
crops, we may not be able to sell our seed, which could have an adverse impact on our results of operations.
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Our use of hazardous materials exposes us to potential liabilities.
Certain of our operations involve the storage and controlled use of hazardous materials, including laboratory chemicals, herbicides, and pesticides.
This requires us to conduct our operations in compliance with applicable environmental and safety standards, and we cannot completely eliminate the risk
of accidental contamination from hazardous materials. In the event of such contamination, we may be held liable for significant damages or fines, which
could have a material adverse effect on our business and operating results.
Most of the licenses we grant to our collaborators to use our proprietary genes in certain crops are exclusive within certain jurisdictions, which limits
our licensing opportunities.
Most of the licenses we grant our collaborators to use our proprietary genes in certain crops are exclusive within specified jurisdictions, so long as
our collaborators comply with certain diligence requirements. That means that once genes are licensed to a collaborator in a specified crop or crops, we are
generally prohibited from licensing those genes to any third party. The limitations imposed by these exclusive licenses could prevent us from expanding our
business and increasing our product development initiatives with new collaborators, both of which could adversely affect our business and results of
operations.
We are subject to the risk of becoming an investment company under the Investment Company Act of 1940.
On November 12, 2020, we acquired 1,875,000 shares of common stock of Bioceres Crop Solutions Corp. (“Biox Shares”) in connection with the
sale of our membership interest in Verdeca to Bioceres, Inc. and our licensing of certain technology to Bioceres Inc. Our ownership of the Biox Shares
could subject us to regulation under the Investment Company Act of 1940 (the “Investment Company Act”).
Section 3(a)(1)(C) of the Investment Company Act defines an investment company as any issuer that “is engaged or proposes to engage in the
business of investing, reinvesting, owning, holding or trading in securities, and owns or proposes to acquire investment securities having a value exceeding
40% of the value of such issuer’s total assets (exclusive of U.S. government securities and cash items)” (the “40% Threshold”). While we do not intend to
engage primarily in the business of investing, reinvesting, owning, holding or trading in investment securities, the value of the Biox Shares relative to our
other assets could change over time and cause us to exceed the 40% Threshold. Rule 3a-2 under the Investment Company Act provides one-year relief
from the registration requirements of the Investment Company Act to an issuer that, on a transient basis, is deemed to be an investment company. The
transient investment company exemption is available to a company no more than once every three years. If we exceed the 40% Threshold because our
ownership of the Biox Shares, we will need to dispose of a sufficient amount of the Bios Shares in order to Company with the Investment Company
act. Such disposal of the Biox Shares may be on terms that are unfavorable to us and could adversely impact our financial position and results of
operations.
If we are unable to comply with Rule 3a-2 and are deemed to be an investment company, the consequences of failing to register under the
Investment Company Act would be significant. For example, investment companies that fail to register under the Investment Company Act are prohibited
from conducting business in interstate commerce. The ramifications of registering as an investment company, both in terms of the restrictions imposed on
us and the cost of compliance, would be significant. For example, in addition to expenses related to initially registering as an investment company, the
Investment Company Act also would impose various restrictions with regard to our ability to enter into affiliated transactions, the diversification of our
assets, and our ability to borrow money. If we became subject to the Investment Company Act at some point in the future, our ability to continue pursuing
our business plan would be severely limited.
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Our ownership of the Biox Shares could cause the value of our assets and our results of operation to vary significantly.
The value of the Biox Shares on our balance sheet will be based upon the market value of the Biox Shares as of the end of each quarter. As the
Biox Shares trade on the NYSE American stock exchange, their value is subject to fluctuation over time. This fluctuation could be significant, which
would materially affect our total assets and results of operations from quarter to quarter, independent of the performance of our core business.
Our commercial success depends on our ability to protect our intellectual property and our proprietary technologies and on the ability to operate
without infringing the patents and other proprietary rights of third parties.
Our success will depend in part on our ability to obtain and maintain patent protection both in the United States and in other countries for any
products we successfully develop. The patents and patent applications in our patent portfolio are either owned by us, exclusively licensed to us, or co-
owned by us and others and exclusively licensed to us. Our ability to protect any products we successfully develop from unauthorized or infringing use by
third parties depends substantially on our ability to obtain and maintain valid and enforceable patents. Due to evolving legal standards relating to the
patentability, validity and enforceability of patents covering biotechnology inventions and the scope of claims made under these patents, our ability to
obtain and enforce patents is uncertain and involves complex legal and factual questions. Accordingly, rights under any issued patents may not provide us
with sufficient protection for any products we successfully develop or provide sufficient protection to afford us a commercial advantage against our
competitors or their competitive products or processes. In addition, we cannot guarantee that any patents will be issued from any pending or future patent
applications owned by or licensed to us. Even if patents have been issued or will be issued, we cannot guarantee that the claims of these patents are, or will
be, valid or enforceable, or provide us with any significant protection against competitive products or otherwise be commercially valuable to us.
The U.S. Congress passed the Leahy-Smith America Invents Act, or the America Invents Act, which was signed into law in September 2011. The
America Invents Act reforms U.S. patent law in part by changing the standard for patent approval from a “first to invent” standard to a “first inventor to
file” standard and developing a post-grant review system. This new legislation affects U.S. patent law in a manner that may impact our ability to obtain or
maintain patent protection for current or future inventions in the U.S. or otherwise cause uncertainty as to our patent protection.
We may not have identified all patents, published applications or published literature that may affect our business, either by blocking our ability to
commercialize our traits, by preventing the patentability of our traits by us, our licensors or co-owners, or by covering the same or similar technologies that
may invalidate our patents, limiting the scope of our future patent claims or adversely affecting our ability to market our products. For example, patent
applications are maintained in confidence for at least 18 months after their filing. In some cases, patent applications remain confidential in the United States
Patent and Trademark Office (“USPTO”) for the entire time prior to issuance of a U.S. patent. Patent applications filed in countries outside the United
States are not typically published until at least 18 months from their first filing date. Similarly, publication of discoveries in the scientific or patent literature
often lags behind actual discoveries. Therefore, we cannot be certain that we or our licensors or co-owners were the first to invent, or the first inventors to
file, patent applications on our processes, products or their uses. In the event that another party has filed a U.S. patent application covering the same
invention as one of our patent applications or patents, we may have to participate in an adversarial proceeding, known as an interference, declared by the
USPTO to determine priority of invention in the United States.
If we or one of our collaborators are sued for infringing the intellectual property rights of a third party, such litigation could be costly and time
consuming and could prevent us or our collaborators from developing or commercializing our products.
Our ability to generate significant revenues from our products depends on our and our collaborators’ ability to develop, market and sell our
products and utilize our proprietary technology without infringing the intellectual property and other rights of any third parties. In the United States and
abroad there are numerous third-party patents and patent applications that may be applied toward our proprietary technology, business processes, or
developed traits, some of which may be construed as containing claims that cover the subject matter of our products or intellectual property. Because of the
rapid pace of technological change, the confidentiality of patent applications in some jurisdictions (including U.S. provisional patent applications), and the
fact that patent applications can take
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many years to issue, there may be currently pending applications that are unknown to us that may later result in issued patents upon which our products in
development or proprietary technologies infringe. Similarly, there may be issued patents relevant to our products in development of which we are not
aware. These patents could reduce the value of the traits we develop or the plants containing our traits or, to the extent they cover key technologies on
which we have unknowingly relied, require that we seek to obtain licenses or cease using the technology, no matter how valuable to our business. We may
not be able to obtain such a license on commercially reasonable terms. If any third-party patent or patent application covers our intellectual property or
proprietary rights and we are not able to obtain a license to it, we and our collaborators may be prevented from commercializing products containing our
traits.
As the agricultural biotechnology industry continues to develop, we may become party to, or threatened with, litigation or other adverse
proceedings regarding intellectual property or proprietary rights in our technology, processes, or developed traits. Third parties may assert claims based on
existing or future intellectual property rights and the outcome of any proceedings is subject to uncertainties that cannot be adequately quantified in advance.
Any litigation proceedings could be costly and time consuming, and negative outcomes could result in liability for monetary damages, including treble
damages and attorneys’ fees, if we are found to have willfully infringed a patent. There is also no guarantee that we would be able to obtain a license under
such infringed intellectual property on commercially reasonable terms or at all. A finding of infringement could prevent us or our collaborators from
developing, marketing or selling a product or force us to cease some or all of our business operations. Even if we are successful in these proceedings, we
may incur substantial costs and the time and attention of our management and scientific personnel may be diverted as a result of these proceedings, which
could have a material adverse effect on us. Claims that we have misappropriated the confidential information or trade secrets of third parties could similarly
have a negative impact on our business.
Our success will depend in part on our ability to uphold and enforce patents or patent applications owned or co-owned by us or licensed to us,
which cover products we successfully develop. Proceedings involving our patents or patent applications could result in adverse decisions regarding:
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ownership of patents and patent applications;
rights concerning licenses;
the patentability of our inventions relating to our products; and/or
the enforceability, validity or scope of protection offered by our patents relating to our products.
Even if we are successful in these proceedings, we may incur substantial costs and divert management’s time and attention in pursuing these
proceedings, which could have a material adverse effect on us.
We are subject to governmental export and import controls that could impair our ability to compete in international markets due to licensing
requirements and subject us to liability if we are not in compliance with applicable laws.
Our products and products in development are subject to export control and import laws and regulations, including the U.S. Export Administration
Regulations, U.S. Customs regulations, and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of
Foreign Assets Controls. Exports of our products and technology must be made in compliance with these laws and regulations. If we fail to comply with
these laws and regulations, we and certain of our employees could be subject to substantial civil or criminal penalties, including the possible loss of export
or import privileges; fines, which may be imposed on us and responsible employees or managers; and, in extreme cases, the incarceration of responsible
employees or managers.
In addition, changes in our products or solutions or changes in applicable export or import laws and regulations may create delays in the
introduction and sale of our products and solutions in international markets, prevent our customers from deploying our products and solutions or, in some
cases, prevent the export or import of our products and solutions to certain countries, governments or persons altogether. Any change in export or import
laws and regulations, shift in the enforcement or scope of existing laws and regulations, or change in the countries, governments, persons or technologies
targeted by such laws and regulations, could also result in decreased use of our products and solutions, or in our decreased ability to export or sell our
products and solutions to existing or potential customers. Any decreased use of our products and solutions or limitation on our ability to export or sell our
products and solutions would likely adversely affect our business, financial condition and results of operations.
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Adverse outcomes in future legal proceedings could subject us to substantial damages and adversely affect our results of operations and profitability.
We may become party to legal proceedings, including matters involving personnel and employment issues, personal injury, environmental matters,
and other proceedings. Some of these potential proceedings could result in substantial damages or payment awards that exceed our insurance coverage. We
will estimate our exposure to any future legal proceedings and establish provisions for the estimated liabilities where it is reasonably possible to estimate
and where an adverse outcome is probable. Assessing and predicting the outcome of these matters will involve substantial uncertainties. Furthermore, even
if the outcome is ultimately in our favor, our costs associated with such litigation may be material. Adverse outcomes in future legal proceedings or the
costs and expenses associated therewith could have an adverse effect on our results of operations.
We may be required to pay substantial damages as a result of product liability claims for which insurance coverage is not available.
We are subject to product liability claims with respect to our SONOVA and GoodWheat products, and as additional products integrating our traits
reach commercialization, product liability claims may increasingly be a commercial risk for our business. Product liability claims against us or our
collaborators selling products that contain our traits, or allegations of product liability relating to seeds containing traits developed by us, could damage our
reputation, harm our relationships with our collaborators, and materially and adversely affect our business, results of operations, financial condition, and
prospects. Furthermore, while our collaboration agreements typically require that our collaborators indemnify us for the cost of product liability claims
brought against us as a result of our collaborator’s misconduct, such indemnification provisions may not always be enforced, and we may receive no
indemnification if our own misconduct contributed to the claims.
We may seek to expand through acquisitions of and investments in other brands, businesses, and assets. These acquisition activities may be
unsuccessful or divert management’s attention.
We may consider strategic and complementary acquisitions of and investments in other agricultural biotechnology brands, businesses or other
assets, and such acquisitions or investments are subject to risks that could affect our business, including risks related to:
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the necessity of coordinating geographically disparate organizations;
implementing common systems and controls;
integrating personnel with diverse business and cultural backgrounds;
integrating acquired manufacturing and production facilities, technology and products;
combining different corporate cultures and legal systems;
unanticipated expenses related to integration, including technical and operational integration;
increased costs and unanticipated liabilities, including with respect to registration, environmental, health and safety matters, that may affect
sales and operating results;
retaining key employees;
obtaining required government and third-party approvals;
legal limitations in new jurisdictions;
installing effective internal controls and audit procedures;
issuing common stock that could dilute the interests of our existing stockholders;
spending cash and incurring debt;
assuming contingent liabilities; and
creating additional expenses.
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We may not be able to identify opportunities or complete transactions on commercially reasonable terms, or at all, or actually realize any
anticipated benefits from such acquisitions or investments. Similarly, we may not be able to obtain financing for acquisitions or investments on attractive
terms. In addition, the success of any acquisitions or investments also will depend, in part, on our ability to integrate the acquisition or investment with our
existing operations.
As a result of being a public company, we are obligated to develop and maintain proper and effective internal control over financial reporting. We may
not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be
effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.
Pursuant to Section 404(a) of the Sarbanes-Oxley Act of 2002 (“the Act”) and the related rules adopted by the SEC and the Public Company
Accounting Oversight Board, starting with the second annual report that we filed with the SEC after the consummation of our public offering, our
management is required to report on the effectiveness of our internal control over financial reporting. Section 404(b) of the Act requires that our
independent registered public accounting firm will also need to attest to the effectiveness of our internal control over financial reporting if we qualify as an
accelerated filer or a large accelerated filer.
In connection with the preparation of our financial statements for the years ended December 31, 2020 and 2019, we identified certain internal
control deficiencies that did not rise to the level of a significant deficiency or material weakness, on an individual basis or in the aggregate. We are
continuously improving our internal control environment. As a result, we may experience higher than anticipated operating expenses, as well as higher
auditor fees during and after the implementation of these changes. If we are unable to implement any of the required changes to our internal control over
financial reporting effectively or efficiently or are required to do so earlier than anticipated, it could adversely affect our operations, financial reporting, and
results of operations and could result in an adverse opinion on internal controls from our independent registered public accounting firm.
Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.
Under Section 382 of the Internal Revenue Code of 1986, as amended, or the Code, a corporation that undergoes an “ownership change” is subject
to limitations on its ability to utilize its NOLs to offset future taxable income. A significant portion of our existing NOLs are limited due to an ownership
change under IRC Section 382 that we experienced as a result of the common shares issued in connection with the June 2018 Offering. Future changes in
our stock ownership, some of which are outside of our control, could result in an ownership change under Section 382 of the Code. If we undergo an
ownership change in the future, our ability to utilize NOLs could be further limited by Section 382 of the Code. Furthermore, our ability to utilize NOLs of
companies that we may acquire in the future may be subject to limitations. There is also a risk that, due to regulatory changes, such as suspensions on the
use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these
reasons, we may not be able to realize a tax benefit from the use of our NOLs, whether or not we obtain profitability.
Risks Related to Ownership of Our Common Stock
Sales of a substantial number of shares of our common stock in the public market, or the perception that these sales might occur, could cause our stock
price to decline.
Sales of a substantial number of our common stock in the public market, or the perception that these sales might occur, could cause the market
price of our common stock to decline and could impair our ability to raise capital through the sale of additional equity securities. As of December 31, 2020,
there were 13,450,861 shares of our common stock outstanding, of which approximately 12,264,830 shares were held by non-affiliates. All of our common
stock is freely transferable, except shares held by our “affiliates,” as defined in Rule 144 under the Securities Act.
We may also issue common stock or options to purchase shares of our common stock that under our 2015 Omnibus Equity Incentive Plan and our
2015 Employee Stock Purchase Plan. Securities issued under these plans
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will be registered under a Form S-8 and are freely tradable upon issuance. There were 502,973 options exercisable as of December 31, 2020 at a weighted
average exercise price of $22.20.
Our stock price has been and may continue to be volatile, and you could lose all or part of your investment.
The market price of our common stock since our initial public offering has been and may continue to be volatile. Since shares of our common stock
were sold in our initial public offering in May 2015 at a price of $160.00 per share, our stock price has ranged from $2.30 to $176.00, through December
31, 2020. The market price of our common stock is subject to wide fluctuations in response to various risk factors, some of which are beyond our control
and may not be related to our operating performance, including:
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addition or loss of significant customers, collaborators or distributors;
changes in laws or regulations applicable to our industry or traits;
additions or departures of key personnel;
the failure of securities analysts to cover our common stock after an offering;
actual or anticipated changes in expectations regarding our performance by investors or securities analysts;
price and volume fluctuations in the overall stock market;
volatility in the market price and trading volume of companies in our industry or companies that investors consider comparable;
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares;
our ability to protect our intellectual property and other proprietary rights;
sales of our common stock by us or our stockholders;
the expiration of contractual lock-up agreements;
litigation involving us, our industry, or both;
major catastrophic events; and
general economic and market conditions and trends.
Further, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of
equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. In
addition, the stock prices of many seed and agricultural biotechnology companies have experienced wide fluctuations that have often been unrelated to the
operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political, and market conditions
such as recessions, interest rate changes, or international currency fluctuations, may cause the market price of our common stock to decline. If the market
price of our common stock fluctuates or declines, you may not realize any return on your investment and may lose some or all of your investment.
We expect our operating results to vary significantly from quarter to quarter, which may cause our stock price to fluctuate widely.
We expect our quarterly operating results to fluctuate widely and unpredictably for the following reasons, among others:
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our significant customer concentration;
the variable timing, stage, and results of our and our collaborators’ development, and regulatory activities;
the effectiveness of our marketing and advertising efforts;
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the impact of seasonality in agricultural operations on our sales of hemp seeds and products that incorporate our wheat traits;
adjustments to inventory due to excess or slow-moving;
supplier, manufacturing, or quality problems; and
variance in the timing of customer and distributor orders for our products.
Further, a large proportion of our costs are fixed, due in part to our significant research and development costs and general and administrative
expenses. Thus, even a small decline in revenues could disproportionately affect our quarterly operating results and could cause such results to differ
materially from expectations. Any unanticipated change in revenues or operating results is likely to cause our stock price to fluctuate since such changes
reflect new information available to investors and analysts.
Because we do not expect to pay any dividends for the foreseeable future, investors may be forced to sell their stock to realize a return on their
investment.
We do not anticipate that we will pay any dividends to holders of our common stock for the foreseeable future. Any payment of cash dividends will
be at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements, financial condition,
contractual restrictions including compliance with covenants under our debt agreements, and other factors that our board of directors may deem relevant.
Our ability to pay dividends might be restricted by the terms of any indebtedness that we incur in the future. In addition, certain of our current outstanding
debt agreements prohibit us from paying cash dividends on our common stock. Consequently, you should not rely on dividends to receive a return on your
investment.
Item 1B. Unresolved Staff Comments.
Not applicable.
Item 2. Properties.
Our corporate headquarters are located in Davis, California, in a facility consisting of approximately 21,480 square feet of office, laboratory and
growth chamber space under a lease which expires on March 31, 2030. This facility accommodates research and development, operations, commercial
operations, analytical services, regulatory and administrative activities. Our administrative offices in Phoenix, Arizona, consist of 2,976 square feet under a
lease expires on December 31, 2021. The facility accommodates our finance and other administrative activities. We lease greenhouse space and farmland
for agricultural use in Northern California, as well as farmland in Southern California, Idaho and Hawaii. We also lease office and warehouse space in
Idaho under a lease that expires on December 31, 2023.
We believe that our leased facilities are adequate to meet our current needs and that, if needed, suitable additional or alternative space will be
available to accommodate our operations.
Item 3. 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 4. Mine Safety Disclosures.
Not applicable.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Our common stock has been listed on the NASDAQ Stock Market under the symbol “RKDA” since May 15, 2015. Prior to May 15, 2015, there
was no public trading for our common stock.
Holders of Record
As of March 19, 2021, we had 40 holders of record of our common stock. Because many of our shares of common stock are held by brokers and
other institutions on behalf of stockholders, we are unable to estimate the total number of beneficial stockholders represented by these record holders.
Dividend Policy
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings for use
in the operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any decision to declare and pay cash dividends
in the future will be made at the discretion of our board of directors and will depend on, among other things, our results of operations, cash requirements,
financial condition, contractual restrictions, and other factors that our board of directors may deem relevant.
Securities Authorized for Issuance under Equity Compensation Plans
See Part III, Item 12, for a description of securities authorized for issuance under equity compensation plans.
Recent Sales of Unregistered Securities
Information concerning our sales of unregistered securities during the year ended December 31, 2020, has previously been reported in reports on
Form 10-Q and reports on Form 8-K that we filed during that fiscal year.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers
We did not repurchase any of our equity securities during the year ended December 31, 2020.
Item 6. Selected Financial Data.
Not applicable.
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Item 7. 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 audited
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. 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.
“Arcadia Biosciences," "Sonova," "Sonova GLA Safflower Oil and design," “GoodHemp” and "GoodWheat" are our registered trademarks in the
United States and, in some cases, in certain other countries. This report may also contain trademarks, service marks, and trade names of other companies.
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 leader in science-based approaches to developing high value crop productivity traits primarily in hemp and 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. We use advanced breeding techniques to develop these proprietary innovations which we are beginning to monetize
through a number of methods including seed and grain sales, product extract sales, sales of products using our patented non-GMO GoodWheat technology,
trait licensing and royalty agreements.
Our commercial strategy is to link consumer’s 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.
In particular, we believe the recent legalization of hemp in the U.S. and many other areas of the world has created a significant agricultural and financial
opportunity. The demonstrated broad demand for industrial, nutritional, health and wellness products from hemp, coupled with its poor genetics represent a
vast, new opportunity for Arcadia to add substantial value to its existing high value trait and seed estate.
The passage of the U.S. Agriculture Improvement Act of 2018 – also known as the Farm Bill – confirmed the federal legalization of hemp, the term
given to non-psychoactive cannabis containing less than 0.3% tetrahydrocannabinol (THC). It also included provisions for legalizing on a federal level
hemp’s cultivation, transport and sale for the first time in more than 75 years. Hemp, not previously distinguished by the federal government from cannabis,
a Schedule 1 drug and banned as an agricultural crop, lacks substantive plant biology research and suffers from suboptimal genetics, highly fragmented
germplasm and rampant inconsistencies. We are targeting hemp-based solutions that allow farmers to reliably and consistently achieve compliance with
USDA regulations, through varieties with improved functionality and application of specific attributes such as select cannabinoid contents for health and
wellness, enhanced proteins profiles for plant-based dietary applications and industrial applications such as clothing and hempcrete. Arcadia conducts its
business in only federal and state markets in which its activities are legal.
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On October 31, 2019, the USDA published the interim final rule as authorized by the Agriculture Improvement Act of 2018 for hemp cultivation,
which mandates that states test hemp crops and dispose of "hot" crops that exceed 0.3% THC. While hemp farmers will have access to crop protection
options, the destruction of hot crops that fail these stringent inspections will not be a covered loss under crop insurance programs. In 2019 alone, more than
20% of U.S. hemp crops were non-compliant, representing over $2 billion in losses for growers.
Arcadia GoodHemp
In December 2019, we announced the launch of a new product line, GoodHemp, as the company's new commercial brand for delivering genetically
superior hemp seeds, transplants, flower and extracts. On August 21, 2020, the Company acquired by merger Industrial Seed Innovations (ISI), an Oregon-
based industrial hemp breeding and seed company. As a result of the acquisition, the Company acquired ISI’s commercial and genetic assets, including
seed varieties, germplasm library and intellectual property. ISI’s Rogue and Umpqua seed varieties are now part of Arcadia’s portfolio, alongside the
Company’s GoodHemp line of genetically superior hemp seeds, transplants, and extracts. The acquisition has significantly broadened and accelerated
commercialization of Arcadia’s hemp-related breeding platform, as well as established a breeding research and development facility in the Pacific
Northwest, a key production area in the hemp industry.
The Hemp Business Journal estimates the hemp CBD market – the primary non-psychoactive compound in hemp – totaled $190 million in U.S.
sales in 2018. By 2025, the Brightfield Group, a hemp and CBD market research firm, projects U.S. sales of hemp-based CBD to reach $16.8 billion.
Additionally, Markets and Markets estimates the non-cannabinoid, industrial hemp global market will exceed $26 billion by 2025.
Archipelago Ventures Hawaii, LLC
In August 2019, we formed a new joint venture to serve the Hawaiian, North American and Asian hemp markets, Archipelago Ventures Hawaii,
LLC (“Archipelago”). This new venture between Arcadia and Legacy Ventures Hawaii (“Legacy”) combines Arcadia’s extensive genetic expertise and
seed innovation history with Legacy’s growth capital and strategic advisory expertise in the Hawaiian markets. Additionally, Legacy brings to the
partnership years of proven success in extraction, product formulation and sales of cannabinol oil and distillate products through its equity partner, Vapen
CBD. Legacy was originally formed to be a vehicle for its partners to pursue hemp opportunities within the Hawaiian Islands.
Archipelago creates a vertically integrated supply chain, from seed to sale, we believe the first of its kind in Hawaii, and has three important
strategic imperatives: (1) ensure a reliable supply chain during critical scale up of the global hemp market, a major risk mitigation for success, (2) ensure
high quality throughout the supply chain, from genetics to the field and field to the customer and (3) ensure being well-positioned to address the unique
needs and opportunities of the Hawaiian market.
Arcadia GoodWheat
In 2018, we launched our GoodWheat brand, a non-genetically modified (non-GM) portfolio of wheat products that enables food manufacturers to
differentiate their consumer-facing brands. Consumer food companies are looking to simplify their food ingredient formulations and consumers are
demanding “clean labeling” in their foods, paying more for foods having fewer artificial ingredients and more natural, recognizable and healthy ingredients. A
2017 survey by PR agency Ingredient Communications found that 73% of consumers are happy to pay a higher retail price for a food or drink product 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, cost effectively and in a timeframe 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. The GoodWheat brand encompasses our current and future non-GM wheat
portfolio of high fiber Resistant Starch (RS) and Reduced Gluten wheat varieties, as well as future wheat innovations. In October 2019, the U.S. Patent and
Trademark Office granted us the latest patents for extended shelf life wheat, the newest trait in our non-genetically modified wheat portfolio. This new trait
was designed to promote whole wheat consumption by improving the shelf life and taste of whole grain wheat products.
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We now hold more than 15 global patents on our high fiber Resistant Starch wheat, protecting both bread wheat and durum (pasta) wheat. Claims
granted in 2020 strengthen our intellectual property for our Resistant Starch portfolio of products.
We announced in August 2020 an agreement with Bay State Milling Company and Arista Cereal Technologies to bring to market our resistant
starch GoodWheat in North America and other key markets, beginning in early 2021. In the daily American diet approximately 500 calories come from
wheat products, 25% of the FDA’s recommended daily caloric intake for a woman and 20% for a man. The GoodWheat portfolio of specialty wheat
varieties delivers new functional value through an ingredient already an important component of the human diet.
In years to come, we expect to achieve enhanced nutritional characteristics within a number of other broad acre crops using advanced breeding and
gene-editing techniques. Targets include but are not limited to higher fiber, longer shelf life and enhanced protein in crops other than wheat.
Verdeca HB4® Soybean
In 2012, we partnered with Bioceres to form Verdeca, a U.S.-based joint venture company to deploy next-generation soybean traits developed to
benefit soybean producers through quality improvement, stress mitigation and management practices. The HB4® soybean varieties deliver two layers of
value for growers: drought and herbicide tolerance, offering resistance to a broad-spectrum herbicide utilized to prevent growth of a wide range of annual
and perennial broadleaf weeds and grasses. HB4® is the first trait offering tolerance to drought and salinity in soybeans, with 30 international patents.
HB4® is currently approved in the four main countries producing this strategic crop – the U.S., Brazil, Argentina and Paraguay - representing 80% of the
global soybean market. Regulatory submissions are under consideration by China, Canada, Bolivia and Uruguay.
In November 2020, the Company entered into a Master Transaction Agreement with Bioceres pursuant to which the Company sold all of its
memberships interests it owned in Verdeca to Bioceres, and the Company and Bioceres entered into a license agreement for intellectual property rights
related to HB4® soybean trait. Such license agreement includes milestone payments due to Arcadia commencing within thirty days of either Bioceres
reaching commercial plantings of at least 200,000 hectares of HB4 or if China approves the HB4 soybean trait for “food and feed”. Import approval by
China is required for commercial launch and the expectation to obtain such approval in late 2021 is under review in light of the coronavirus outbreak.
Impact of COVID-19
In early 2020, the World Health Organization ("WHO") determined the coronavirus ("COVID-19") was a worldwide pandemic. We are closely
monitoring how the spread of the new strains of coronavirus are affecting our employees and business operations. We have developed preparedness plans to
help protect the safety of our employees while safely continuing business operations. While management currently expects the impact of COVID-19 to be
temporary, there is uncertainty around the duration and its broader impact on the economy and therefore the effects it will have on the Company’s financial
condition, liquidity, operations, suppliers, industry, and workforce.
Components of Our Statements of Operations Data
Revenues
We derive our revenues primarily from product revenues, licensing agreements, royalties and contract research agreements. Given our acute focus
on selling our GoodWheat and GoodHemp products, we do not intend to continue pursuing contract research agreements and government grant projects.
Product Revenues
Our product revenues to date have consisted primarily of sales of our SONOVA products, with initial GoodWheat seed sale revenues recognized in
the fourth quarter of 2019. We recognize revenue from product sales when control of the product is transferred to third-party distributors and
manufacturers, collectively “our
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customers,” which generally occurs upon shipment. Our revenues fluctuate depending on the timing of shipments of product to our customers.
License Revenues
Our license revenues to date consist of up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments that we
receive under our research and license agreements.
Milestone fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be
reversed. Given the seasonality of agriculture and time required to progress from one milestone to the next, achievement of milestones is inherently uneven,
and our license revenues are likely to fluctuate significantly from period to period.
Royalty Revenues
Royalty revenues from the Company’s agreements with third parties related to GoodWheat products and traits are recognized when the Company
can reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee, which is typically during the
quarter following the quarter in which the sales occurred.
Contract Research and Government Grant Revenues
Contract research and government grant revenues consist of amounts earned from performing contracted research primarily related to breeding
programs or the genetic engineering of plants for third parties. Contract research revenue is accounted for as a single performance obligation for which
revenues are recognized over time using the input method (e.g. costs incurred to date relative to the total estimated costs at completion).
We have received payments from government entities in the form of government grants. Government grant revenue is accounted for as a single
performance obligation for which revenues are recognized over time using the input method (e.g. costs incurred to date relative to the total estimated costs
at completion). Our obligation with respect to these agreements is to perform the research on a best-efforts basis.
Operating Expenses
Cost of Product Revenues
Cost of product revenues relates to the sale of our SONOVA and GoodWheat products and consists of in-licensing and royalty fees, any
adjustments or write-downs to inventory, as well as the cost of raw materials, including inventory and third-party services costs related to procuring,
processing, formulating, packaging and shipping our products.
Research and Development Expenses
Research and development expenses consist of costs incurred in the discovery, development and testing of our products and 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.
Gain on sale of Verdeca
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The gain on sale of Verdeca is the gain recognized for the sale our membership interests in the Verdeca joint venture to our partner Bioceres.
Change in Fair Value of Contingent Consideration
Change in the fair value of contingent consideration is comprised of the gain associated with the reduction of our contingent liability as the result of
a decision to abandon a program that was previously accrued.
Selling, General and Administrative Expenses
Selling, general and administrative expenses consist primarily of employee costs, professional service 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 ingredient
products, we expect to increase our investments in sales and marketing and business development.
Interest Expense
Interest expense consists primarily of contractual interest on notes payable to finance the purchase of company vehicles.
Other Income, Net
Other income, net, consists of interest income and the amortization of investment premium and discount on our cash and cash equivalents and
investments.
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 liability classified common
stock warrants.
Loss on Extinguishment of Warrant Liabilities
Loss on extinguishment of warrant liability is comprised of the difference between the reacquisition price and the carrying amount of the portion of
the Warrants associated with the Warrant Exercise Transactions.
Offering Costs
Offering costs generally include placement agent, legal, advisory, accounting and filing fees.
Income Tax Benefit (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 the years
ended December 31, 2020 and 2019. We consider all available evidence, both positive and negative, including but not limited to, cumulative losses,
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.
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Results of Operations
Comparison of the Years ended December 31, 2020 and 2019
Revenues:
Product
License
Royalty
Contract research and government grants
Total revenues
Operating expenses (income):
Cost of product revenues
Research and development
Gain on sale of Verdeca
Change in fair value of contingent consideration
Selling, general and administrative
Total operating expenses
Loss from operations
Interest expense
Other income, net
Change in fair value of common stock warrant liabilities
Loss on extinguishment of warrant liability
Offering costs
Loss before income taxes
Income tax benefit (provision)
Net loss
Net loss attributable to non-controlling interests
Net loss attributable to common stockholders
Year Ended
December 31,
2020
2019
(in thousands)
$
$
1,044 $
6,801
83
106
8,034
5,199
7,960
(8,814)
—
16,467
20,812
(12,778)
(47)
740
6,570
(635)
—
(6,150)
124
(6,026)
(1,371)
(4,655) $
814
67
—
288
1,169
885
7,098
—
(1,000)
13,567
20,550
(19,381)
(5)
466
(9,243)
—
(708)
(28,871)
(2)
(28,873)
(68)
(28,805)
Revenues
Product revenues accounted for 13% and 70% of our total revenues for the years ended December 31, 2020 and 2019, respectively. The $230,000,
or 28%, increase in product revenues from sales of our SONOVA products was primarily driven by additional pet food orders.
License revenues accounted for 85% and 6% of our total revenues for the years ended years ended December 31, 2020 and 2019, respectively. The
$6,734,000 increase in license revenues consists primarily of the amounts allocated to the licenses granted to Bioceres for certain intellectual property
rights in connection with the November 2020 transaction. See Note 9. There were no license agreements executed in 2019.
Royalty revenues accounted for 1% and 0% of our total revenues for the years ended December 31, 2020 and 2019, respectively. The $83,000
increase of royalty revenues represents minimum annual royalty fees earned.
Contract research and government grant revenues accounted for 1% and 25% of our total revenues for the years ended December 31, 2020 and
2019, respectively. The $182,000, or 63%, decrease in contract research and government grant revenues was driven by the completion of agreements and
grants. Given our acute focus on selling our GoodWheat and GoodHemp products, we do not intend to continue pursuing contract research agreements and
government grant projects.
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Cost of Product Revenues
Cost of product revenues increased by $4,314,000, or 487%, for the year ended December 31, 2020 compared to the year ended December 31,
2019. The increase is mainly due to write-downs in the amounts of $1,600,000 for contracted hemp seed production which did not meet quality
specifications, $1,300,000 for Archipelago inventory due to regulatory changes, $850,000 for a net realizable value adjustment on seeds purchased from a
third-party grower, and $397,000 for a net realizable value adjustment on wheat inventory.
Research and Development
Research and development expenses increased by $900,000, or 12%, for the year ended December 31, 2020 compared to the year ended
December 31, 2019. The increase was primarily driven by higher employee-related expenses as we expanded our research teams, as well as external hemp-
related costs. The increase was partially offset by the less pre-commercial soybean activity, partially attributed to the sale of our share of Verdeca in
November 2020.
Gain on sale of Verdeca
The gain on sale of Verdeca is the gain recognized as part of the transaction executed in November 2020 in which we sold our membership
interests in the Verdeca joint venture to our partner Bioceres. See Note 9.
Change in fair value of contingent consideration
There was no change in fair value of contingent consideration during the year ended December 31, 2020. During the year ended December 31,
2019, the change in the fair value of contingent consideration was due to the gain of $1.0 million associated with the reduction of our contingent liability as
the result of a decision to abandon a program that was previously accrued. See Note 15.
Selling, General, and Administrative
Selling, general, and administrative expenses increased by $2.9 million, or 21%, for the year ended December 31, 2020 compared to the year ended
December 31, 2019. The increase was primarily driven by higher consulting activity and fees and consultants’ stock compensation expense, higher employee-
related expenses including severance, higher insurance premiums, increased rent expense associated with additional leased space and increased marketing and
public relations activities.
Interest Expense
Interest expense was $47,000 for the year ended December 31, 2020, due to new notes payable agreements entered into during 2020. There was
$5,000 of interest expense for the year ended December 31, 2019.
Other Income, Net
Other income, net, increased $274,000, or 59%, for the year ended December 31, 2020 compared to the year ended December 31, 2019. This was
primarily due to the unrealized gain of corporate securities.
Change in the Estimated Fair Value of Common Stock Warrant Liabilities
Change in the estimated fair value of common stock warrant liabilities resulted in income of $6.6 million for the year ended December 31, 2020
due to the fair value remeasurement of the common stock warrant liabilities driven by a decrease in the stock price and risk-free rates, as well as a fewer
number of warrants classified as liabilities outstanding at December 31, 2020 compared to December 31, 2019.
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Loss on Extinguishment of Warrant Liability
In connection with the May and July 2020 Warrant Exercise Transactions, the Company recognized a loss on extinguishment of warrant liabilities
of approximately $635,000 for the year ended December 31, 2020. There were no such transactions during the year ended December 31, 2019.
Offering costs
Offering costs decreased by $708,000 for the year ended December 31, 2020 as all financing transactions completed during the year qualified for
equity treatment and the offering costs were accounted for as a reduction to equity. Offering costs for the year ended December 31, 2019 of $708,000 were
comprised of the placement agent fees, placement agent warrants, advisory fees, and legal and accounting fees related to the financing transactions that
qualified for liability treatment.
Income Tax Provision
The income tax provision resulted in a $124,000 benefit for the year ended December 31, 2020, compared to an income tax expense of $2,000 for
the year ended December 31, 2019. A deferred tax liability arising from the difference between book purchase price allocation and tax basis has been
assessed upon closing of the Industrial Seed Innovations acquisition completed in August 2020. See Note 7. The purchase accounting deferred tax
liabilities enabled the realization of a portion of the existing deferred tax assets, thus allowing for a reduction in the valuation allowance in the amount of
$107,000.
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.
The level of seasonality in our business overall is difficult to evaluate at this time due to our relatively early stage of development, our relatively
limited number of commercialized products, our expansion into new geographical markets and our introduction of new products and traits.
Liquidity, Capital Resources and Going Concern
We have funded our operations primarily with the net proceeds from our initial public offering, private placements of equity securities and debt, as
well as proceeds from the sale of our SONOVA 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 completing development and commercializing our quality seed traits.
This includes replicating field trials, coordinating with our partners on their development programs and scaling harvest production of wheat and hemp. As
of December 31, 2020, we had cash and cash equivalents of $14.0 million, restricted cash of $2.0 million and short-term investments of $11.6 million. For
the years ended December 31, 2020 and 2019, the Company had net losses of $6.0 million and $28.9 million, respectively, and net cash used in operations
of $30.2 million and $17.2 million, respectively.
As is disclosed in Note 23, on January 25, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited
investors relating to the issuance and sale in a private placement of shares of Company common stock and warrants for an aggregate of $25.1 million,
exclusive of any related transaction fees.
As is disclosed in Note 12 and 13, the Company obtained funding through one common stock and warrant financing and two warrant exercise
financings during 2020, and two common stock and warrant financings and two
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warrant exercise financings during 2019. On December 22, 2020, the Company entered into agreements with institutional investors through a registered
direct offering in the amount of $8 million, exclusive of any related transaction fees. In May and July 2020, investors exercised warrants in the amount of
$9.4 million, exclusive of transactions costs.
We believe that our existing cash, restricted cash, cash equivalents and short-term investments will be sufficient to meet our anticipated cash
requirements for at least the next 12 months.
We may seek to raise additional funds through debt or equity financings, if necessary. We may also consider entering into additional partner
arrangements. Our 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):
Net cash (used in) provided by:
Operating activities
Investing activities
Financing activities
Net (decrease) increase in cash and cash equivalents
Cash Flows from Operating Activities
Year Ended
December 31,
2020
2019
$
$
(30,218)
17,284
20,560
7,626
$
$
(17,198)
(8,369)
21,986
(3,581)
Cash used in operating activities for the year ended December 31, 2020 was $30.2 million. Our net loss of $6.0 million, adjustments in our working
capital accounts of $11.5 million, gain on sale of Verdeca of $8.8 million, corporate securities received in exchange for license agreement of $4.3 million,
change in fair value of common stock warrant liabilities of $6.6 million, operating lease payments of $910,000, unrealized gain on corporate securities of
$656,000 and net amortization of investment premium of $44,000 were partially offset by non-cash charges of $2.0 million for stock-based compensation,
depreciation and amortization of $662,000, lease amortization of $1.0 million, loss on extinguishment of warrant liability of $635,000, as well as $4.3
million of inventory write-downs.
Cash used in operating activities for the year ended December 31, 2019 was $17.2 million. Our net loss of $28.9 million, change in fair value of
contingent consideration of $1.0 million, operating lease payments of $715,000, and net amortization of investment premium and discount of $180,000
were partially offset by the change in fair value of common stock warrant liabilities and common stock adjustment feature liability of $9.2 million, non-
cash charges of $2.3 million for stock-based compensation, depreciation and amortization of $194,000, lease amortization of $708,000, as well as $0.7
million of offering costs incurred in connection with financing activities and adjustments in our working capital accounts of $0.1 million.
Cash Flows from Investing Activities
Cash provided by investing activities for the year ended December 31, 2020 of $17.3 million primarily consisted of $18.3 million of proceeds from
sales and maturities of investments and $3.2 million of proceeds from the sale of Verdeca, partially offset by $2.3 million in purchases of property and
equipment, $1.3 million of purchases of investments and $0.5 million of acquisitions, net of cash acquired.
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Cash used in investing activities for the year ended December 31, 2019 of $8.4 million primarily consisted of $28.4 million in purchases of short
term investments and $1.5 million in purchases of property and equipment, partially offset by $21.5 million in proceeds from sales and maturities of
investments.
Cash Flows from Financing Activities
Cash provided by financing activities for the year ended December 31, 2020 of $20.6 million consisted of proceeds from the exercise of warrants
of $9.4 million, proceeds from the issuance of stock and warrants relating to the December 2020 Offering of $8.0 million, proceeds from borrowings of
$3.1 million, capital contributions from the non-controlling interest in our joint venture of $1.6 million and proceeds from the purchase of ESPP shares of
$51,000. Partially offsetting these proceeds were payments of offering costs totaling $652,000 for the December 2020 Offering, as well payments of
transaction costs relating to extinguishment of warrant liability of $863,000.
Cash provided by financing activities for the year ended December 31, 2019 of $21.9 million consisted of proceeds from the issuance of stock and
warrants relating to the June 2019 Offering of $7.5 million and from the September 2019 Offering of $10.0 million, proceeds from the exercise of some of
the June 2019 warrants of $5.3 million, capital contributions from the non-controlling interest in our joint venture of $689,000 and proceeds from the
purchase of ESPP shares of $21,000. Partially offsetting these proceeds were payments of offering costs totaling $798,000 and $663,000 for the September
2019 and June 2019 Offerings, respectively, as well as $24,000 in payments of offering costs for the June 2018 Offering.
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. See Note 9 for further detail.
Critical Accounting Polices 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, fair value of certain equity instruments, and net realizable value of inventory.
Revenue Recognition
We recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to
which the entity expects to be entitled to in exchange for those goods or services. See Note 2 for further detail.
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We generally recognize product revenues once passage of title has occurred, which is generally upon shipment. Shipping and handling costs
charged to customers are recorded as revenues and included in cost of product revenues at the time the sale is recognized.
We have determined that, at the inception of each license agreement, there is only one deliverable for the license for, access to and assistance with
the development of the specified intellectual property. We recognize revenue up-front and annual license fees in full when it is deemed probable to be
earned. See Note 2 for further detail.
We recognize royalty revenue when the Company can reasonably determine the amounts earned.
We recognize revenue related to milestone payments when it is probable that such amounts would not be reversed. See Note 2 for further detail.
Up-front license fees for newly executed agreements are recognized upon execution. Annual license fees and milestone fees are variable
consideration that is initially constrained and recognized only when it is probable that such amounts would not be reversed. The evaluation and analysis of
such fees is performed and once the annual license or milestone fee is deemed probable to have been earned, it is recognized in full in that period. See Note
2 for further detail.
Contract research revenue consists of amounts earned from performing contracted research activities for third parties. Activities performed are
related to breeding programs or the genetic engineering of plants and are subject to an executed agreement. We generally recognize fees for research
activities ratably over the contractually specified performance period.
Grant revenues are recognized as eligible research and development expenses are incurred using a proportional performance recognition
methodology.
Inventories
Inventory costs are tracked on a lot-identified basis, valued at the lower of cost or net realizable value and are included as cost of product revenues
when sold. We compare the cost of inventories with market value and write down inventories to net realizable value, if lower. We write down 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. Additionally, we provide reserves for excess and slow-moving inventory to its estimated net realizable value. The inventory write-downs are based
upon estimates about future demand from our customers and distributors and market conditions. Future events that could significantly influence our
judgment and related estimates include conditions in target markets, introduction of new products or changes to current or future competitor products.
Stock-Based Compensation
We recognize compensation expense related to the employee stock purchase plan and stock options based on the estimated fair value of the awards
on the date of grant, net of estimated forfeitures. We estimate the grant date fair value, and the resulting stock-based compensation expense, using the
Black-Scholes option-pricing model. The grant date fair value of the stock-based awards is generally recognized on a straight-line basis over the requisite
service period, which is generally the vesting period of the respective awards.
We recorded stock-based compensation expense related to equity awards of $2.0 million and $2.3 million for the years ended December 31, 2020
and 2019, respectively.
In determining the fair value of stock-based awards, we use the Black-Scholes option-pricing model and assumptions discussed below. Each of
these inputs is subjective and generally requires significant judgment to determine.
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Expected Term—The expected term represents the period that stock-based awards are expected to be outstanding and was estimated based on a
simplified method allowed by the SEC due to insufficient historical data, 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—Since we were privately held and do not have sufficient trading history for our common stock, the expected volatility was
estimated based on the average historical volatilities of common stock of comparable publicly traded entities over a period equal to the expected term of the
stock option grants. The comparable companies were chosen based on their similar size, stage in the life cycle, or area of specialty. We will continue to
apply this process until a sufficient amount of historical information regarding the volatility of our own stock price becomes available.
Risk-Free Interest Rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods
corresponding with the expected term of option.
Expected Dividend—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock. Therefore, we
used an expected dividend yield of zero.
For stock options and other equity awards, our board of directors determine the fair value of each share of underlying common stock based on the
closing price of our common stock as reported on the NASDAQ Stock Market on the date of grant.
In addition to the Black-Scholes assumptions, we estimate our forfeiture rate based on an analysis of our actual forfeitures and will continue to
evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior, and other factors. The impact
from any forfeiture rate adjustment would be recognized in full in the period of adjustment and if the actual number of future forfeitures differs from our
estimates, we might be required to record adjustments to stock-based compensation in future periods.
Income Taxes
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on
the differences between the financial reporting and the tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be
in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some portion or all of a
deferred tax asset will not be realized.
Recent Accounting Pronouncements
For discussions of the adoption and potential impacts of recently issued accounting standards, refer to Note 3 – Recent Accounting
Pronouncements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Not applicable.
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Item 8. Financial Statements and Supplementary Data.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statement of Stockholders’ Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
42
44
45
46
48
50
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the stockholders and the Board of Directors of Arcadia Biosciences, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Arcadia Biosciences, Inc. and subsidiaries (the "Company") as of December 31, 2020 and 2019, the
related consolidated statements of operations and comprehensive loss, stockholders' equity, and cash flows, for each of the two years in the period ended December 31,
2020, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all
material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for each of the two years in
the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's consolidated
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and
are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and
Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated
financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to
be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our
especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial
statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
GoodWheat and GoodHemp Inventory Valuation – Refer to Note 4 to the Consolidated Financial Statements
Critical Audit Matter Description
GoodWheat and GoodHemp inventories are recorded at the lower of cost or net realizable value. Management periodically evaluates the carrying value of inventories in
relation to the forecasts of product demand, which takes into consideration the estimated marketability and salability of products. When quantities on hand exceed forecasted
demand, regulatory changes occur, or quality specifications are not met, a write-down is recorded for such inventories. Changes in assumptions of forecasted product
demand could have a significant impact on the amount of inventory valuation, and any related write-downs.
Given the significant judgments made by management in forecasting product demand, including the impact of product marketability and salability, auditing the
reasonableness of management’s estimates and assumptions required a high degree of auditor judgment and an increased extent of effort.
How the Critical Audit Matter Was Addressed in the Audit
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Our audit procedures over GoodWheat and GoodHemp inventory valuation included the following, among others:
•
•
•
•
We tested the demand forecasts by obtaining documentation to support customer orders, contracts, historical and future sales that corroborate the
reasonableness of amount stated for demand.
We evaluated management’s ability to accurately forecast product demand by comparing actual results to management’s historical estimates.
We performed corroborative inquiries with the personnel responsible for sales forecasting to evaluate the reasonableness of the product salability and demand
forecasts.
We evaluated whether write-downs of inventory may be understated by evaluating write-down activity subsequent to December 31, 2020.
/s/ Deloitte & Touche LLP
Phoenix, Arizona
March 31, 2021
We have served as the Company's auditor since 2007.
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Assets
Current assets:
Cash and cash equivalents
Short-term investments
Accounts receivable
Inventories, net — current
Prepaid expenses and other current assets
Total current assets
Restricted cash
Property and equipment, net
Right of use assets
Inventories, net — noncurrent
Goodwill
Intangible assets, net
Other noncurrent assets
Total assets
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses
Amounts due to related parties
Debt - current
Unearned revenue — current
Operating lease liability - current
Other current liabilities
Total current liabilities
Debt - noncurrent
Operating lease liability - noncurrent
Common stock warrant liabilities
Other noncurrent liabilities
Total liabilities
Commitments and contingencies (Note 15)
Stockholders’ equity:
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(In thousands, except share data)
As of December 31,
2020
2019
$
$
$
$
14,042 $
11,625
1,406
3,812
811
31,696
2,001
3,539
5,826
3,485
408
370
23
47,348 $
4,105 $
80
1,141
8
717
263
6,314
2,105
5,389
2,708
2,280
18,796
8,417
16,915
602
1,794
712
28,440
—
1,799
1,963
364
—
—
8
32,574
4,685
40
24
42
611
306
5,708
107
1,497
14,936
2,000
24,248
54
239,496
-
(211,825)
27,725
827
28,552
47,348 $
49
214,826
1
(207,171)
7,705
621
8,326
32,574
Common stock, $0.001 par value—150,000,000 shares authorized as of
December 31, 2020 and December 31, 2019; 13,450,861 and 8,646,149 shares
issued and outstanding as of December 31, 2020 and December 31, 2019,
respectively.
Additional paid-in capital
Accumulated other comprehensive income
Accumulated deficit
Total Arcadia Biosciences stockholders’ equity
Non-controlling interest
Total stockholders' equity
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(In thousands, except share and share data)
Revenues:
Product
License
Royalty
Contract research and government grants
Total revenues
Operating expenses (income):
Cost of product revenues
Research and development
Gain on sale of Verdeca
Change in fair value of contingent consideration
Selling, general and administrative
Total operating expenses
Loss from operations
Interest expense
Other income, net
Change in fair value of common stock warrant liabilities
Loss on extinguishment of warrant liability
Offering costs
Net loss before income taxes
Income tax benefit (provision)
Net loss
Net loss attributable to non-controlling interest
Net loss attributable to common stockholders
Net loss per share attributable to common stockholders:
Basic and diluted
Weighted-average number of shares used in per share
calculations:
Basic and diluted
Other comprehensive (loss) income, net of tax
Unrealized (losses) gains on investment securities
Other comprehensive (loss) income
Comprehensive loss attributable to common stockholders
Year Ended December 31,
2020
2019
1,044 $
6,801
83
106
8,034
5,199
7,960
(8,814)
—
16,467
20,812
(12,778)
(47)
740
6,570
(635)
—
(6,150)
124
(6,026)
(1,371)
(4,655) $
814
67
—
288
1,169
885
7,098
—
(1,000)
13,567
20,550
(19,381)
(5)
466
(9,243)
—
(708)
(28,871)
(2)
(28,873)
(68)
(28,805)
(0.47) $
(4.53)
9,959,018
6,363,112
(1)
(1)
(4,656) $
1
1
(28,804)
$
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
45
Table of Contents
Arcadia Biosciences, Inc.
Consolidated Statements of Stockholders’ Equity
(In thousands, except share data)
Balance at December 31, 2019
Issuance of shares related to employee stock purchase plan
Issuance of shares related to exercise of June 2018 Warrants
Issuance of investor warrants related to May 2020 Warrant
Transaction
Issuance of placement agent warrants related to issuance of May
2020 Warrants
Issuance of shares related to the exercise of March 2018 PIPE
Issuance of investor warrants related to July 2020 Warrant
Transaction
Issuance of placement agent warrants related to issuance of July
2020 Warrants
Shares of common stock issued at closing of ISI transaction
Issuance of shares and warrants related to December 2020
Offering
Offering costs related to December 2020 Offering
Issuance of placement agent warrants related to December 2020
Offering
Stock-based compensation
Non-controlling interest contributions
Unrealized losses on investment securities
Net loss
Balance at December 31, 2020
Common Stock
Amount
Shares
8,646,149
19,667
1,392,345
$
—
—
641,416
—
—
132,626
2,618,658
—
—
—
—
—
—
13,450,861
$
Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
(Loss) Income
Non-
controlling
Interest
Total
Stockholders’
Equity
49
—
1
—
—
1
—
—
—
3
—
—
—
—
—
54
$
$
214,826
51
5,568
(207,171) $
—
—
4,415
215
2,443
2,059
101
432
7,997
(939)
—
—
—
—
—
—
—
287
2,042
—
—
—
239,496
$
—
—
—
—
(4,655)
(211,825) $
$
1
—
—
—
—
—
—
—
—
—
—
—
—
(1)
—
—
$
$
621
—
—
—
—
—
—
—
—
—
—
—
1,578
—
(1,371)
827
$
$
8,326
51
5,569
4,415
215
2,444
2,059
101
432
8,000
(939)
287
2,042
1,578
(1)
(6,026)
28,552
The accompanying notes are an integral part of these consolidated financial statements.
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Table of Contents
Common Stock
Additional
Paid-In
Capital
Accumulated
Deficit
Accumulated
Other
Comprehensive
(Loss) Income
Non-
controlling
Interest
Total
Stockholders’
Equity
Balance at December 31, 2018
Issuance of shares related to employee stock purchase plan
Issuance of shares related to employee stock option exercises
Issuance of shares and warrants related to June 2019 Offering
Offering costs related to June 2019 Offering
Issuance of placement agent warrants related to June 2019
Offering
Issuance of shares related to the exercise of warrants issued with
the
June 2019 offering
Reclassification of common stock warrant liability balance with
exercise
Issuance of shares and warrants related to September 2019
Offering
Offering costs related to September 2019 Offering
Issuance of placement agent warrants related to September 2019
Offering
Stock-based compensation
Non-controlling interest contributions
Unrealized gains on investment securities
Net loss
Balance at December 31, 2019
Shares
4,774,919
8,536
546
1,489,575
—
—
1,053,745
—
1,318,828
—
—
—
—
—
—
8,646,149
Amount
$
$
45
—
—
2
—
—
1
—
1
—
—
—
—
—
—
49
$
$
191,136
18
3
3,301
(489)
(178,366) $
—
—
—
—
198
5,268
7,016
6,570
(808)
—
—
—
—
—
—
—
—
—
326
2,287
—
—
—
214,826
$
(28,805)
(207,171) $
$
—
—
—
—
—
—
—
—
—
—
—
—
—
1
—
1
$
$
$
—
—
—
—
—
—
—
—
—
—
—
—
689
—
(68)
621
$
12,815
18
3
3,303
(489)
198
5,269
7,016
6,571
(808)
326
2,287
689
1
(28,873)
8,326
The accompanying notes are an integral part of these consolidated financial statements.
47
Table of Contents
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss
Adjustments to reconcile net loss to cash used in operating activities:
Change in fair value of common stock warrant liabilities
Change in fair value of contingent consideration
Offering costs
Depreciation
Amortization of intangible assets
Lease amortization
(Gain) Loss on disposal of equipment
Net amortization of investment premium
Stock-based compensation
Gain on sale of Verdeca
Corporate securities received in exchange for license agreement
Unrealized gain on corporate securities
Write down of inventory
Loss on extinguishment of warrant liability
Deferred income taxes
Changes in operating assets and liabilities:
Accounts receivable
Unbilled revenue
Inventories
Prepaid expenses and other current assets
Other noncurrent assets
Accounts payable and accrued expenses
Amounts due to related parties
Unearned revenue
Other current liabilities
Operating lease payments
Net cash used in operating activities
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of property and equipment
Purchases of property and equipment
Proceeds from sale of Verdeca
Acquisitions, net of cash acquired
Purchases of investments
Proceeds from sales and maturities of investments
Net cash provided by (used in) investing activities
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments of offering costs relating to June 2018 Offering
Proceeds from issuance of common stock and warrants from June 2019 Offering
Payments of offering costs relating to June 2019 Offering
Proceeds from issuance of common stock and warrants from September 2019 Offering
Payments of offering costs relating to September 2019 Offering
Proceeds from issuance of common stock and warrants from December 2020 Offering
Payments of offering costs relating to December 2020 Offering
Proceeds from borrowings
Payments of transaction costs relating to extinguishment of warrant liability
Principal payments on notes payable
Proceeds from exercise of warrants
Proceeds from exercise of stock options and purchases through ESPP
Capital contributions received from non-controlling interest
Net cash provided by financing activities
Net increase (decrease) in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash — beginning of period
Cash, cash equivalents and restricted cash — end of period
Year Ended December 31,
2020
2019
$
(6,026 )
$
(28,873 )
(6,570 )
—
—
632
30
1,048
(8 )
(44 )
2,042
(8,814 )
(4,318 )
(656 )
4,311
635
(107 )
(1,119 )
—
(9,751 )
39
(15 )
(580 )
40
(34 )
(43 )
(910 )
(30,218 )
8
(2,335 )
3,153
(500 )
(1,292 )
18,250
17,284
—
—
—
—
—
8,000
(652 )
3,108
(863 )
(34 )
9,372
51
1,578
20,560
7,626
8,417
16,043
$
9,243
(1,000 )
708
194
—
708
3
(180 )
2,287
—
—
—
304
—
—
(437 )
3
(1,535 )
(8 )
(1 )
2,102
11
(54 )
42
(715 )
(17,198 )
16
(1,477 )
—
—
(28,358 )
21,450
(8,369 )
(24 )
7,500
(663 )
10,000
(798 )
—
—
—
—
(8 )
5,269
21
689
21,986
(3,581 )
11,998
8,417
$
The accompanying notes are an integral part of these consolidated financial statements.
48
Table of Contents
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest
Cash paid for taxes
NONCASH TRANSACTIONS:
Offering costs in accounts payable and accrued expenses at end of period
Shares of common stock issued at closing of ISI transaction
Common stock warrants issued to placement agent and included in offering costs related to
December 2020 Purchase Agreement
Common stock warrants issued to placement agent and included in offering costs related to
May 2020 Warrant Transaction
Common stock warrants issued to placement agent and included in offering costs related to
July 2020 Warrant Transaction
Common stock warrants issued to placement agent and included in offering costs related to June 2019 Offering
Common stock warrants issued to placement agent and included in offering costs related to September 2019 Offering
Reclassification of common stock warrant liability balance with warrant exercises
Right of use assets obtained in exchange for new operating lease liabilities
Right of use assets obtained through modification of existing lease agreement
Fixed assets acquired with notes payable
Purchases of fixed assets included in accounts payable and accrued expenses
$
$
$
$
$
$
$
$
$
$
$
$
$
$
10
1
—
432
287
215
101
—
—
—
331
4,207
37
71
$
$
$
$
$
$
$
$
$
$
$
$
$
$
4
2
20
—
—
—
—
86
95
7,016
2,328
194
139
1
The accompanying notes are an integral part of these consolidated financial statements.
49
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Note 1. Description of Business
Organization
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements
Arcadia Biosciences, Inc. (the "Company"), was incorporated in Arizona in 2002 and maintains its headquarters in Davis, California, with
additional facilities in Phoenix, Arizona, American Falls, Idaho, Molokai, Hawaii, and Albany, Oregon. The Company was reincorporated in Delaware in
March 2015.
The Company is a leader in science-based approaches to developing high value crop productivity traits primarily in hemp, wheat, and soybean,
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. The Company uses state of the art gene-editing technology and advanced breeding techniques to
develop these proprietary innovations which the Company is beginning to monetize through a number of methods including seed and grain sales, product
extract sales, trait licensing and royalty agreements.
In February 2012, the Company formed Verdeca LLC (“Verdeca,” see Note 9), a limited liability company jointly owned with Bioceres, Inc.
(“Bioceres”), a U.S. wholly owned subsidiary of Bioceres, S.A., an Argentine corporation. Bioceres, S.A. is an agricultural investment and development
cooperative. On November 12, 2020, the Company entered into a Master Transaction Agreement (“Transaction”) with Bioceres Crop Solutions Corp
pursuant to which the Company sold all of its memberships interests it owned in Verdeca to Bioceres, Inc. Verdeca was consolidated by the Company
through the date of the Transaction.
On August 9, 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 new partnership, Archipelago Ventures Hawaii, LLC (“Archipelago”), combines the Company’s extensive genetic
expertise and resources with Legacy’s experience in hemp extraction and sales.
Liquidity, Capital Resources, and Going Concern
The accompanying 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 Company has financed its operations primarily through equity and
debt financings. As of December 31, 2020, the Company had an accumulated deficit of $211.8 million, cash and cash equivalents of $14.0 million,
restricted cash of $2.0 million, and short-term investments of $11.6 million. For the years ended December 31, 2020 and 2019, the Company had net losses
of $6.0 million and $28.9 million, respectively, and net cash used in operations of $30.2 million and $17.2 million, respectively. The Company believes that
its existing cash, cash equivalents and investments will be sufficient to meet its anticipated cash requirements for at least through March 2022.
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.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
The Company is closely monitoring how the spread of the novel coronavirus (“COVID-19”) is affecting its business operations and employees.
The Company’s targeted revenues have been adversely impacted as hemp growers have been slower to make decisions to purchase hemp seeds due to
economic uncertainty and wheat consumer packaged goods companies have been heavily focused on production over R&D evaluation as demand for
staples like pasta and flour have increased. The continued spread of the outbreak may further impact the Company’s business, results of operations, and
financial condition.
Note 2. Summary of Significant Accounting Policies
Basis of Presentation and Principles of Consolidation
The consolidated financial statements include the accounts of the Company, Verdeca and Archipelago. All intercompany balances and transactions
have been eliminated in consolidation. The Company prepares its consolidated financial statements in conformity with accounting principles generally
accepted in the United States of America, or U.S. GAAP (“GAAP”), and with the rules of the Securities and Exchange Commission.
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.
Up to the date of the sale transaction described in Note 1, the Company has determined that it is the primary beneficiary of Verdeca, which was a
VIE. Accordingly, the Company consolidates Verdeca in the consolidated financial statements after eliminating intercompany transactions. The Company
evaluates its relationships with its VIEs upon the occurrence of certain significant events that affect the design, structure or other factors pertinent to the
primary beneficiary determination. Verdeca had no operations, assets or liabilities as of and for the period ended November 12, 2020 and for the year
ended December 31, 2019.
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 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 $1,371,000 and $68,000 is recorded as an adjustment to net loss to arrive at
net loss attributable to common stockholders for the years ended December 31, 2020 and 2019, respectively. The non-controlling partner’s equity interests
are presented as non-controlling interests on the consolidated balance sheets as of December 31, 2020 and 2019.
Use of Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions in the
Company’s consolidated financial statements and notes thereto. Significant estimates and assumptions made by management included the determination of
the provision for income taxes, stock-based compensation, fair value of certain equity instruments, and net realizable value of inventory. Management bases
its estimates on historical experience and on various other market-specific and relevant assumptions that management believes to be reasonable under the
circumstances. Actual results could differ from those estimates.
COVID-19 continues to create significant uncertainty and disruption in the global economy and financial markets and could impact estimates.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Cash and Cash Equivalents
The Company considers any liquid investments with a stated maturity of three months or less at the date of purchase to be cash equivalents. Cash
and cash equivalents consist of cash on deposit with banks. The Company limits cash investments to financial institutions with high credit standings;
therefore, management believes that there is no significant exposure to any credit risk in the Company’s cash and cash equivalents. However, as of
December 31, 2020 and 2019, a substantial portion of the Company’s cash in depository accounts is in excess of the federal deposit insurance limits.
Restricted Cash
Restricted cash consists of funds that are contractually or legally restricted as to usage or withdrawal and have been presented separately from cash
and cash equivalents on the consolidated balance sheets.
Investments in Debt and Equity Securities
Investments in debt and equity securities are carried at fair value and classified as short-term investments. The 1,875,000 shares of common stock
of Bioceres Crop Solutions Corp. (“BIOX”) added during the fourth quarter ended December 31, 2020, have a six-months’ trading restriction, expiring on
May 12, 2021. Realized and unrealized gains and losses on investment securities are included in other income, net, in the consolidated statements of
operations and comprehensive loss. Investment securities are reported as cash and cash equivalent, short-term investments or long-term investments in the
consolidated balance sheets based on the nature of the investments and maturity period. Short-term investments have maturities of less than a year and
long-term investments have maturities of a year and greater from the balance sheet date. The Company’s equity securities are primarily comprised of shares
of BIOX listed on the New York Stock Exchange (“NYSE”). These investments are held in the custody of a major financial institution. Other debt
securities consist of U.S. government securities, treasury bills, commercial paper, corporate securities, and money markets.
Other-than-Temporary Impairments on Investment
The Company regularly reviews each of its investments for impairment by determining if the investment has sustained an other-than-temporary
decline in its value, in which case the investment is written down to its fair value by a charge to earnings. Factors that are considered by the Company in
determining whether an other-than-temporary decline in value has occurred include (i) the market value of the investment in relation to its cost basis,
(ii) the financial condition of the investment, and (iii) the Company’s intent and ability to retain the investment for a sufficient period of time to allow for
recovery of the market value of the investment. As of December 31, 2020 and 2019, there was no impairment of the Company’s investments.
Accounts Receivable
Accounts receivable represents amounts owed to the Company from product sales, licenses, royalties and contract research and government grants.
The carrying value of the Company’s receivables represents estimated net realizable values. The Company generally does not require collateral and
estimates any required allowance for doubtful accounts based on historical collection trends, the age of outstanding receivables, and existing economic
conditions. If events or changes in circumstances indicate that specific receivable balances may be impaired, further consideration is given to the
collectability of those balances and the allowance is recorded accordingly. Past-due receivable balances are written off when the Company’s internal
collection efforts have been unsuccessful in collecting the amounts due. The Company had no amounts reserved for doubtful accounts at December 31,
2020 and 2019 as the Company expected full collections of all accounts receivable balances as of each of these dates.
Inventory
GoodWheat: Propriety wheat plants are grown, producing seed with a variety of improved nutritional qualities, including high levels of amylose,
improved shelf-life, and reduced gluten. The seed is used for subsequent
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
plantings or processed, and sold as GoodWheat seeds, grain, and flour, which the Company refers to collectively as GoodWheat products. Amounts
inventoried consist primarily of fees paid to contracted cooperators to grow the crops, costs to process and store harvested seed and grain, and costs to mill
the grain into flour.
SONOVA® Gamma Linolenic Acid (“GLA”) Safflower Oil: Proprietary safflower plants were grown, producing seed with a high-GLA content.
This seed was processed, and is sold as GLA oil, including SONOVA 400 GLA safflower oil and SONOVA Ultra GLA safflower oil, which the Company
refers to collectively as SONOVA products. Amounts inventoried consist primarily of fees paid to contracted cooperators to grow the crops and costs to
process and store the oil.
GoodHemp: Proprietary seeds are grown and used for subsequent plantings and sold as final product to other growers. Amounts in inventory for
internally produced hemp seeds consist primarily of labor, supplies and facility costs. The costs to procure seeds from external growers and suppliers are
included in inventory, as well.
Archipelago: Hemp seeds are purchased from external sources and planted on land leased in Molokai. The costs of purchasing, planting and
growing the seed, and harvesting the resulting biomass are captured as inventory, along with the costs to process the biomass into CBD oil. Amounts in
inventory for growing biomass primarily consist of labor, supplies and facility costs.
The inventories—current line item on the balance sheet represents inventory forecasted to be sold or used in production in the next 12 months, as
of the balance sheet date, and consists primarily of the cost of GoodWheat seed, grain, and flour, GLA oil, and hemp seed. The inventories—noncurrent
line item on the balance sheet represents inventory expected to be used in production or sold beyond the next 12 months, as of the balance sheet date, and
consists primarily of GoodWheat seed and grain, and GLA oil.
Raw materials inventories consist primarily of the costs to produce GoodWheat seeds. Goods in process inventories consist of costs to produce
GoodHemp seed, hemp seed production costs incurred by Archipelago, grower fees and related costs for soybeans to be transferred to Verdeca, and
GoodWheat seed and grain. Finished goods inventories consist of GoodWheat products, GoodHemp seed and GLA oil that are available for sale.
Property and Equipment
Property and equipment acquisitions are recorded at cost. Provisions for depreciation are calculated using the straight-line method over the
following average estimated useful lives of the assets:
Laboratory equipment
Software and computer equipment
Machinery and equipment
Furniture and fixtures
Vehicles
Leasehold improvements
Years
5
3
2-20
7
5
2-10*
*
Leasehold improvements are depreciated over the shorter of the estimated life of the asset or the remaining life of the lease.
Impairment of Long-Lived Assets
The Company evaluates if events and circumstances have occurred that indicate the remaining estimated useful life of long-lived assets and
identifiable intangible assets may warrant revision or that the remaining balance of these assets may not be recoverable. In evaluating for recoverability, the
Company estimates the future undiscounted cash flows expected to result from the use of the assets and their eventual disposition. In the event that the
balance of any asset exceeds the future undiscounted cash flow estimate, impairment is recognized based on the excess of the carrying amounts of the asset
above its estimated fair value. As of December 31, 2020 and 2019, there was no impairment of the Company’s long-lived assets.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Fair Value of Financial Instruments
Fair value accounting is applied for all financial assets and liabilities and non-financial assets and liabilities that are recognized or disclosed at fair
value in the consolidated financial statements on a recurring basis. Assets and liabilities recorded at fair value in the consolidated financial statements are
categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels, which are directly related to
the amount of subjectivity associated with the inputs to the valuation of these assets or liabilities, are as follows:
•
•
•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company can access at the
measurement date.
Level 2 inputs are observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical
or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for
substantially the full term of the assets or liabilities.
Level 3 inputs are unobservable inputs for the asset or liability.
The carrying values of the Company’s financial instruments, including cash equivalents, accounts receivable, and accounts payable approximated
their fair values due to the short period of time to maturity or repayment.
Concentration of Risk
Cash and cash equivalents are maintained with several financial institutions. Deposits held with banks may exceed the amount of insurance
provided on such deposits. Generally, these deposits may be redeemed upon demand and are maintained with financial institutions with reputable credit and
therefore bear minimal credit risk. The Company seeks to mitigate its credit risks by spreading such risks across multiple counterparties and monitoring the
risk profiles of these counterparties.
Customer Concentration
Significant customers are those that represent greater than 10% of the Company’s total revenues or gross accounts receivable balance at each
respective balance sheet date.
The Company had three customers that represented 57%, 21% and 12% of accounts receivable, and three customers that represented 47%, 17%,
and 15% of accounts receivable, as of December 31, 2020 and 2019, respectively. The Company had one customer that represented 83% of total revenues,
and two customers that represented 40% and 15% of total revenues, for the years ended December 31, 2020 and 2019, respectively.
Stock-Based Compensation
The Company recognizes compensation expense related to its employee stock purchase plan and the cost of stock-based compensation awards on a
straight-line basis over the requisite service period, net of estimated forfeitures. Judgment is required in estimating the amount of stock-based awards that
will be forfeited prior to vesting. Compensation expense could be revised in subsequent periods if actual forfeitures differ from those estimates. The
Company has selected the Black-Scholes option-pricing model and various inputs to estimate the fair value of its stock-based awards. See Note 14 for
additional information. Amounts recognized in the consolidated statements of operations and comprehensive loss were as follows (in thousands):
Research and development
Selling, general and administrative
Total stock-based compensation
Year Ended December 31,
2020
2019
(in thousands)
341 $
1,701
2,042 $
321
1,966
2,287
$
$
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Income Taxes
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
The Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are
determined based on the differences between the financial reporting and the tax basis of assets and liabilities and are measured using the enacted tax rates
and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more likely than not that some
portion or all of a deferred tax asset will not be realized.
Net Loss per Share
Basic net loss per share, which excludes dilution, is computed by dividing the net loss attributable to common stockholders by the weighted-
average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution that could occur if
securities or other contracts to issue common stock, such as stock options, convertible promissory notes, convertible preferred stock, redeemable
convertible preferred stock and warrants, result in the issuance of common stock which share in the losses of the Company. Certain potential shares of
common stock have been excluded from the computation of diluted net loss per share as their effect would be anti-dilutive. Such potentially dilutive shares
are excluded when the effect would be to reduce the loss per share. Due to net losses, there is no impact on earnings per share calculation in applying the
two-class method since the participating securities have no legal requirement to share in any losses.
Revenue Recognition
The Company derives its revenues from product revenues, licensing agreements, royalties, contract research agreements, and government grants.
Product Revenues
Product revenues to date have consisted primarily of sales of SONOVA products, with initial GoodWheat seed sale revenues recognized in the
fourth quarter of 2019 and initial GoodHemp seed sale revenues recognized in the fourth quarter of 2020. The Company recognizes revenue from product
sales when control of the product is transferred to third-party distributors and manufacturers, collectively “our customers”, which generally occurs upon
shipment. Revenues fluctuate depending on the timing of shipments of product to our customers.
License Revenues
License revenues to date consist of up-front, nonrefundable license fees, annual license fees, and subsequent milestone payments that the Company
receives under the Company’s research and license agreements. The Company recognizes revenue generated from up-front, nonrefundable license fees
upon execution of the agreement and recognizes annual license fees when it is probable that a material reversal will not occur.
Milestone fees are variable consideration that is initially constrained and recognized only when it is probable that such amounts would not be
reversed. The Company assesses when achievement of milestones is probable to determine the timing of revenue recognition for milestone fees.
Milestones typically consist of significant stages of development for the Company’s traits in a potential commercial product, such as achievement of
specific technological targets, completion of field trials, filing with regulatory agencies, completion of the regulatory process, and commercial launch of a
product containing the Company’s traits. Given the seasonality of agriculture and time required to progress from one milestone to the next, achievement of
milestones is inherently uneven, and the Company’s license revenues are likely to fluctuate significantly from period to period.
Royalty Revenues
Royalty revenues from the Company’s agreements with third parties related to GoodWheat products are recognized when the Company can
reasonably determine the amounts earned. In most cases, this will be upon notification from the third-party licensee.
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Contract Research Revenues
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Contract research and government grant revenues consist of amounts earned from performing contracted research primarily related to breeding
programs or the genetic engineering of plants for third parties. Contract research revenue is accounted for as a single performance obligation for which
revenues are recognized over time using the input method (e.g., costs incurred to date relative to the total estimated costs at completion).
Government Grant Revenues
The Company receives payments from government entities in the form of government grants. Government grant revenue is accounted for as a
single performance obligation for which revenues are recognized over time using the input method (e.g., costs incurred to date relative to the total estimated
costs at completion). The Company’s obligation with respect to these agreements is to perform the research on a best-efforts basis.
Unearned Revenue
The Company defers revenue to the extent that cash received in conjunction with a license agreement, contract or grant exceeds the revenue
recognized in accordance with Company policies. During the year ended December 31, 2020, the Company recognized revenue of $54,000 that was
included in unearned revenue on the consolidated balance sheet as of December 31, 2019.
Cost of Product Revenues
Cost of product revenues relates to the sale of SONOVA and GoodWheat products and consists of in-licensing and royalty fees, any adjustments or
write-downs to inventory, as well as the cost of raw materials, including inventory and third-party services costs related to procuring, processing,
formulating, packaging, and shipping the Company’s products.
Research and Development Expenses
Research and development expenses consist of costs incurred in the discovery, development, and testing of the Company’s products and products in
development incorporating the Company’s 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.
Change in Fair Value of Contingent Consideration
Change in the fair value of contingent consideration is comprised of the gain associated with the reduction of the contingent liability. See Note 15.
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 liability classified common
stock warrants. See Note 13.
Note 3. Recent Accounting Pronouncements
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02, Leases (Topic 842). Based on the new standard,
lessees recognize lease assets and lease liabilities for leases classified as operating leases under previous GAAP and disclose qualitative and quantitative
information about leasing arrangements with terms longer than 12 months. The adoption required recording right-of-use assets and corresponding lease
obligation liabilities for the operating leases. The Company adopted ASU No. 2016-02 on January 1, 2019. See Note 16.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
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 consolidated financial statements.
In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash
Payments. The amendments address cash flow issues such as debt prepayment or debt extinguishment costs and zero-coupon debt instruments. The
amendments in this update are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after
December 15, 2019. Early adoption is permitted, including adoption in an interim period. The amendments are to be applied using a retrospective transition
method to each period presented. If it is impractical to retrospectively apply, it can be applied prospectively as of the earliest date practicable. The
Company adopted ASU No. 2016-15 on January 1, 2019 with no material impact to the consolidated financial statements.
In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure
Requirements for Fair Value Measurement. The amendments affect any entity required to make disclosures about recurring or nonrecurring fair value
measurements. The amendments were effective for all entities for fiscal years beginning after December 15, 2019. The Company adopted ASU No. 2018-
13 on January 1, 2020 and expanded its disclosures for significant unobservable inputs used to develop Level 3 fair value measurements. See Note 6.
In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based
Payment Accounting. The standard expands the scope of ASC Topic 718 to include share-based payment transactions for acquiring goods and services
from nonemployees, and supersedes ASC Topic 505-50, Equity – Equity Based Payments to Non-Employees. The Company adopted ASU 2018-07 on
January 1, 2019 with no material impact to the consolidated financial statements.
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments
simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740 and clarifying other areas of existing
guidance. The amendments are effective for all entities for fiscal years beginning after December 15, 2020. The Company is currently evaluating the
impact of the adoption of ASU No. 2019-12 on the consolidated financial statements.
In April 2020, the FASB issued a staff question-and-answer (“Q&A”) document to respond to frequently asked questions about the accounting for
lease concessions related to the effects of the COVID-19 pandemic. Under current GAAP, subsequent changes to lease payments that are not stipulated in
the original lease contract are generally accounted for as lease modifications under Topic 842. The Q&A allows companies to make an accounting policy
election to not evaluate lease concessions related to the effects of the COVID-19 pandemic as lease modifications. Entities that make this election then need
to decide whether to apply the lease modification guidance in ASC 842 to the concession or account for the concession as if it were contemplated as part of
the existing contract. The Company has not entered into any lease modifications that provide concessions related to the effects of the COVID-19 pandemic,
and therefore has not evaluated its option to make this accounting policy election.
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Note 4. Inventory
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Inventory costs are tracked on a lot-identified basis and are included as cost of product 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 product revenues and are based upon estimates about future demand from the Company’s customers and
distributors and market conditions. Therefore, if there are significant changes in demand and market conditions, substantial future write-downs of inventory
may be required, which would materially increase our expenses in the period the write down is taken and materially affect our operating results. The
Company recorded write-downs of wheat inventories, hemp seed inventories, and prepaid production costs of $4.3 million for the year ended December 31,
2020. The Company recorded $304,000 of inventory write-downs for the year ended December 31, 2019.
Inventories, net consist of the following (in thousands):
Raw materials
Goods in process
Finished goods
Inventories
Note 5. Property and Equipment, Net
Property and equipment, net consisted of the following (in thousands):
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
December 31,
2020
December 31,
2019
966 $
1,921
4,410
7,297 $
67
188
1,903
2,158
As of December 31,
2020
2019
2,951 $
591
2,046
181
428
2,229
8,426
(4,887)
3,539 $
2,443
502
989
90
395
2,023
6,442
(4,643)
1,799
$
$
$
$
Depreciation expense was $632,000 and $194,000 for the years ended December 31, 2020 and 2019, respectively.
As of December 31, 2020 and 2019, respectively, there was $239,000 and $1,014,000 of construction in progress included in property and
equipment that had not been placed into service and was not subject to depreciation.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Note 6. Investments and Fair Value Instruments
Investments
The Company classified its investments in corporate securities of BIOX as short-term 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
consolidated statements of operations and comprehensive loss.
The following tables summarize the amortized cost and fair value of the investment securities portfolio at December 31, 2020 and December 31,
2019, and the corresponding amounts of unrealized gains and losses recognized in other income, net, in the consolidated statements of operations and
comprehensive loss:
(Dollars in thousands)
December 31, 2020
Cash equivalents:
Money market funds
Short-term investments:
Corporate securities
Total Assets at Fair Value
(Dollars in thousands)
December 31, 2019
Cash equivalents:
Money market funds
Commercial paper
Short-term investments:
Corporate securities
Treasury bills
Commercial paper
Total Assets at Fair Value
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
$
12,082 $
— $
— $
12,082
10,969
23,051 $
656
656 $
—
— $
11,625
23,707
Amortized
Cost
Unrealized
Gains
Unrealized
Losses
Estimated
Fair Value
6,864 $
900
3,300
1,495
12,119
24,678 $
— $
—
—
1
—
1 $
— $
—
—
—
—
— $
6,864
900
3,300
1,496
12,119
24,679
$
$
$
The Company did not have any investment categories that were in a continuous unrealized loss position for more than twelve months as of
December 31, 2020.
Fair Value Measurement
The fair value of the investment securities at December 31, 2020 were as follows:
(Dollars in thousands)
Assets at Fair Value
Cash equivalents:
Money market funds
Short-term investments:
Corporate securities
Total Assets at Fair Value
Fair Value Measurements at December 31, 2020
Level 1
Level 2
Level 3
Total
$
12,082 $
11,625
23,707 $
$
59
— $
—
— $
— $
12,082
—
— $
11,625
23,707
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
The fair value of the investment securities at December 31, 2019 were as follows:
(Dollars in thousands)
Assets at Fair Value
Cash equivalents:
Money market funds
Commercial paper
Short-term investments:
Corporate securities
Treasury bills
Commercial paper
Total Assets at Fair Value
Fair Value Measurements at December 31, 2019
Level 1
Level 2
Level 3
Total
$
$
6,864 $
—
—
1,496
—
8,360 $
— $
900
3,300
—
12,119
16,319 $
— $
—
—
—
—
— $
6,864
900
3,300
1,496
12,119
24,679
The Company uses the market approach technique to value its financial instruments and there were no changes in valuation techniques during 2020
or 2019. 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 December 31, 2020 and 2019 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.
The Company’s Level 3 liabilities consist of a contingent liability resulting from the Anawah acquisition, as described in Note 15, a contingent
liability resulting from the Industrial Seed Innovations acquisition, as described in Note 7, and liabilities related to the March 2018, the June 2019 and the
September 2019 Offerings described in Note 13.
The contingent liability was measured and recorded on a recurring basis as of December 31, 2020 and 2019 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 warrant liabilities were measured and recorded on a recurring basis using the Black-Scholes Model with the following assumptions at
December 31, 2020 and 2019:
Expected term (in years)
Expected volatility
Risk-free interest rate
Expected dividend yield
September 2019 Warrants
June 2019 Warrants
June 2018 Warrants
March 2018 Warrants
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
December 31,
2020
December 31,
2019
4.20
135.0 %
0.3 %
0 %
5.20
120.0 %
1.7 %
0 %
3.96
135.0 %
0.3 %
0 %
4.96
120.0 %
1.7 %
0 %
—
—
—
—
3.96
123.0 %
1.7 %
0 %
2.22
130.0 %
0.1 %
0 %
3.22
125.0 %
1.6 %
0 %
The significant unobservable input used in the fair value measurement of the Company’s Level 3 warrant liabilities is volatility. A significant
increase (decrease) in volatility could result in a significantly higher (lower) fair value measurement.
60
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
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):
Common Stock
Warrant
Liability -
March
2018
Purchase
Agreement
Common
Stock
Warrant
Liability -
June 2018
Offering
Common
Stock
Warrant
Liability -
June
2019
Offering
(Level 3)
Common
Stock
Warrant
Liability -
September
2019
Offering
Contingent
Liabilities
Total
$
2,354
$
2,729
$
—
$
—
$
3,000
—
—
2,225
-
4,579
$
(2,277 )
(1,641 )
—
662
$
—
—
2,715
-
5,444
$
(1,426 )
(4,018 )
—
—
$
4,198
—
4,811
(7,016 )
1,993
$
(1,161 )
—
—
832
$
—
3,428
(508 )
-
2,920
$
(1,706 )
—
—
1,214
$
—
—
(1,000 )
-
2,000
—
—
280
2,280
$
$
$
$
$
$
$
$
$
$
$
$
8,083
4,198
3,428
8,243
(7,016 )
16,936
(6,570 )
(5,659 )
280
4,987
(Dollars in thousands)
Balance as of December 31, 2018
Common stock and warrants
issued in conjunction with
June 2019 Offering
Common stock and warrants
issued in conjunction with
September 2019 Offering
Change in fair value and
other adjustments
Exercise of warrants
Balance as of December 31, 2019
Change in fair value and
other adjustments
Exercise of warrants
ISI acquisition contingent
consideration
Balance as of December 31, 2020
Note 7. Industrial Seed Innovations Acquisition
On August 21, 2020, the Company acquired by merger Industrial Seed Innovations (ISI), an Oregon-based industrial hemp breeding and seed
company. As a result of the acquisition, the Company acquired ISI’s commercial and genetic assets, including seed varieties, germplasm library and
intellectual property. ISI’s Rogue and Umpqua seed varieties are now part of Arcadia’s portfolio, alongside the Company’s GoodHemp line of genetically
superior hemp seeds, transplants, and extracts. The acquisition has significantly broadened and accelerated commercialization of Arcadia’s hemp-related
breeding platform, as well as established a breeding research and development facility in the Pacific Northwest, a key production area in the hemp industry.
The purchase price consideration for the acquisition totaled an estimated $1,212,000, of which $500,000 in cash and $432,000 in the form of
132,626 shares of the Company’s common stock, was paid during the month of August 2020. The remaining amount of $280,000 will be recognized in two
annual installments, each of up to 132,626 shares of the Company’s common stock, subject to the achievement of revenue milestones in 2021 and 2022,
and is recorded as a contingent liability in the consolidated balance sheets as of December 31, 2020. The cash consideration paid for the acquisition was
funded by cash on hand.
For the year ended December 31, 2020, no revenues from ISI were recorded, and expenses were immaterial. The pro forma impact of the
acquisition to the historical financial results was determined not to be significant.
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 ISI acquisition of approximately $67,000 included in selling, general and administrative
expenses in the Company's consolidated statements of operations and comprehensive loss.
The following table presents the allocation of the purchase price of ISI assets acquired, based on their relative fair values, which have been
assessed during the year ended December 31, 2020. Intangible assets will be amortized based on their useful life of five years, and their balance as of
December 31, 2020 was $370,000. A deferred tax liability arising from the difference between book purchase price allocation and tax basis has been
assessed in the amount of $107,000. Deferred tax liabilities are required to be recorded in purchase accounting independently of
61
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
whether the acquiror has a valuation allowance on its own net deferred tax assets. As a result, the combined entity now has additional deferred tax liabilities
available to reduce the amount of valuation allowance necessary. Future reversals of existing taxable temporary differences are an objective source of
future taxable income. Accordingly, the purchase accounting deferred tax liabilities enabled the realization of a portion of the existing deferred tax assets,
thus allowing for a reduction in the valuation allowance. The reduction in the valuation allowance is not accounted for as part of the purchase accounting
but is recognized in the consolidated statements of operations and comprehensive loss as a discrete tax benefit in the income tax provision.
Inventory
Intangible assets, net
Goodwill
Deferred tax liability
Total consideration allocated
Purchase Price
Allocation
$
$
511
400
408
(107)
1,212
The former shareholders of ISI remain responsible for ISI’s pre-acquisition liabilities. Pursuant to the definitive acquisition agreement, the
Company entered into a lease agreement with ISI for the use of land, equipment, greenhouses and buildings. The lease was effective upon the execution of
the definitive acquisition agreement and has a term of 3 years with the option to renew for three additional 3-year terms.
Note 8. Consolidated Joint Venture
On August 9, 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 two individuals appointed by the Company and two individuals
appointed by Legacy will manage Archipelago. As of December 31, 2020, the Company and Legacy hold 50.75% and 49.25% interests in Archipelago,
respectively, and have made capital contributions to Archipelago of $2,336,000 and $2,267,000, respectively, as determined by the joint operating
committee. The Operating Agreement includes indemnification rights, non-competition obligations, and certain rights and obligations in connection with
the transfer of membership interests, including rights of first refusal.
The Company consolidates Archipelago in the consolidated financial statements after eliminating intercompany transactions. Net loss attributable
to non-controlling interest of $1,371,000 and $68,000 is recorded as an adjustment to net loss to arrive at net loss attributable to common stockholders for
the years ended December 31, 2020 and 2019, respectively. Legacy’s equity interests are presented as non-controlling interests on the consolidated balance
sheets. Refer to Note 2 for basis of presentation.
Note 9. Verdeca-BIOX Transactions
In February 2012, the Company formed Verdeca, which was equally owned with Bioceres. Verdeca was formed to develop and deregulate soybean
varieties using both partners’ agricultural technologies.
On November 12, 2020, the Company entered into a Master Transaction Agreement with Bioceres Crop Solutions Corp. (“BIOX”) pursuant to
which (i) the Company sold all of its memberships interests it owned in Verdeca to BIOX, and (ii) the Company and BIOX entered into a license agreement
for certain intellectual property rights, including rights to the Company’s HB4 soybean trait and its GoodWheat portfolio of specialty wheat products in
South and Central America. Prior to the transaction, Verdeca was equally owned by the Company and a wholly-owned subsidiary of BIOX.
62
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
In consideration for the sale of the membership interests in Verdeca and entering into the license agreement, on November 12, 2020, BIOX paid the
Company $5,000,000 in cash and issued the Company 1,875,000 shares of BIOX common stock. BIOX will also pay the Company an additional (i)
$1,000,000 payable in five equal monthly payments beginning on December 12, 2020 for transaction expenses and fees and (ii) $2,000,000 payable in four
equal quarterly payments with the first payment commencing within thirty days of either BIOX reaching commercial plantings of at least 200,000 hectares
of Haab 4 soybeans (“HB4”) or if China approves the HB4 soybean trait for “food and feed”. In addition to the above payments, BIOX will also pay the
Company quarterly royalty payments equal to six percent (6%) of the net revenues BIOX or its affiliates receive from HB4 soybean sales and twenty five
percent (25%) of the net revenues BIOX or its affiliates receive from sales of licensed wheat products; provided that royalty payments for HB4 soybeans
shall not exceed $10,000,000. The total amount of fixed consideration agreed upon as of the date of the transaction was $16,968,750. The fixed
consideration was allocated based on estimates of the stand-alone selling prices. A fixed consideration in the amount of $10,288,000, including $6,650,000
of corporate securities received, has been allocated to the sale of the membership interest in Verdeca and resulted in a gain of $8,814,000 recorded on the
consolidated statements of operations and comprehensive loss for the year ended December 31, 2020. Inventory with a carrying value of $1,474,000 was
derecognized in connection with the sale of the membership interest in Verdeca. A fixed consideration in the amount of $6,680,000, including $4,318,000
of corporate securities received, has been allocated to the sale of intellectual property rights and has been recorded as license revenues on the consolidated
statements of operations and comprehensive loss for the year ended December 31, 2020. As of December 31, 2020, the Company has $800,000 recorded
within accounts receivable on its consolidated balance sheets related to this transaction. Any future proceeds from the agreement will be allocated in the
same proportion.
The Company agreed not to sell or transfer any shares of BIOX common stock it received in this transaction for a period of 180 days without the
prior written consent of BIOX, subject to certain exceptions allowing the Company to pledge shares to a lender as collateral.
Note 10. Accounts Payable and Accrued Expenses
Accounts payable and accrued expenses consisted of the following (in thousands):
Accounts payable - trade
Payroll and benefits
Inventory
Research and development
Royalty fees due to unrelated parties
Consulting
Rent and utilities
Audit and tax fees
Legal
Other
Total accounts payable and accrued expenses
Note 11. Collaborative Arrangements
63
As of December 31,
2020
2019
$
$
726 $
1,489
965
45
276
153
78
57
152
164
4,105 $
492
1,290
1,143
629
226
397
23
113
138
234
4,685
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
In August 2017, the Company entered into a collaborative arrangement for the research, development and commercialization of an improved wheat
quality trait in North America. This collaborative arrangement is a contractual agreement with Corteva Agriscience (“Corteva”) involves a joint operating
activity where both Arcadia and Corteva are active participants in the activities of the collaboration. Arcadia and Corteva participate in the research and
development, and Arcadia has the primary responsibility for the intellectual property strategy while Corteva will generally lead the marketing and
commercialization efforts. Both parties are exposed to significant risks and rewards of the collaboration and the agreement includes both cost sharing and
profit sharing. The activities are performed with no guarantee of either technological or commercial success.
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.
Note 12. Equity Financing
Private Placements
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) 300,752 shares of its common stock and (ii) warrants to purchase up to 300,752 shares of common
stock at an initial exercise price equal to $45.75 (the “March 2018 Warrants”) and raised total gross proceeds of $10.0 million. The March 2018 Warrants
are exercisable at any time at the option of the holder and expire five years from the date of issuance. In connection with the March 2018 Private
Placement, the Company granted to a placement agent warrants to purchase a total of 15,038 shares of Common Stock (the “March 2018 Placement Agent
Warrants”) that have an exercise price per share equal to $41.5625 and a term of five years from the date of issuance.
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 1,201,634, the total number of shares issuable upon exercise of the March 2018
Warrants was 1,282,832 and the per share exercise price of the March 2018 Warrants was $10.7258.
Registered Direct Offerings
On May 11, 2018, the Company filed a shelf Registration Statement on Form S-3 with the SEC which was declared effective on June 8, 2018
(“Shelf Registration Statement”). This shelf registration process allows the Company to sell any combination of common stock, preferred stock, warrants
and units consisting of such securities in one or more offerings from time to time having aggregate offering prices of up to $50 million.
In June 2018, the Company entered into a securities purchase agreement (the “June 2018 Purchase Agreement”) pursuant to which it sold (i)
1,392,345 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 1,392,345 shares of
its common stock (the “June 2018 Warrants”) in a private placement, for total gross proceeds of $14.0 million (the “June 2018 Registered Direct
Offering”). The June 2018 Registered Direct Offering closed on June 14, 2018. The June 2018 Warrants have an exercise price of $9.94 per share, became
exercisable upon issuance and expire 5.5 years after the date of issuance. In connection with the June 2018 Registered Direct Offering, the Company
granted to a placement agent warrants to purchase a total of 69,617 shares of common stock (“June 2018 Placement Agent Warrants”) that have an exercise
price per share equal to $12.568 and a term of five years.
In June 2019, the Company entered into a securities purchase agreement (the “June 2019 Purchase Agreement”) pursuant to which it sold (i)
1,489,575 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 1,489,575 shares of
its common stock (the “June 2019 Warrants”) in a private placement, for total gross proceeds of $7.5 million (the “June 2019 Registered Direct Offering”).
The June 2019 Registered Direct Offering closed on June 14, 2019. The June 2019 Warrants have an exercise price of $5.00 per share, became exercisable
upon issuance and expire 5.5 years after the date of issuance.
64
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
In connection with the June 2019 Registered Direct Offering, the Company granted to a placement agent warrants to purchase a total of 74,479 shares of
common stock (“June 2019 Placement Agent Warrants”) that have an exercise price per share equal to $6.2938 and a term of five years.
In September 2019, the Company entered into a securities purchase agreement (the “September 2019 Purchase Agreement”) pursuant to which it
sold (i) 1,318,828 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 659,414
shares of its common stock (the “September 2019 Warrants”) in a private placement, for total gross proceeds of $10.0 million (the “September 2019
Registered Direct Offering”). The September 2019 Registered Direct Offering closed on September 5, 2019. The September 2019 Warrants have an
exercise price of $7.52 per share, became exercisable upon issuance and expire 5.5 years after the date of issuance. In connection with the September 2019
Registered Direct Offering, the Company granted to a placement agent warrants to purchase a total of 65,942 shares of common stock (“September 2019
Placement Agent Warrants”) that have an exercise price per share equal to $9.4781 and a term of five years.
In December 2020, the Company entered into a securities purchase agreement (the “December 2020 Purchase Agreement”) pursuant to which it
sold (i) 2,618,658 registered shares of its common stock pursuant to the Shelf Registration Statement and (ii) unregistered warrants to purchase 2,618,658
shares of its common stock (the “December 2020 Warrants”) in a private placement, for total gross proceeds of $8.0 million (the “December 2020
Registered Direct Offering”). The December 2020 Registered Direct Offering closed on December 22, 2020. The December 2020 Warrants have an
exercise price of $3.00 per share, became exercisable upon issuance and expire 5.5 years after the date of issuance. In connection with the December 2020
Registered Direct Offering, the Company granted to a placement agent warrants to purchase a total of 130,933 shares of common stock (“December 2020
Placement Agent Warrants”) that have an exercise price per share equal to $3.8188 and a term of five years. See Note 13.
Note 13. Warrants
Common Stock Warrant transactions
In May 2020, several existing accredited investors exercised the June 2018 Warrants (the “May 2020 Warrant Exercise Transaction”) to purchase
up to an aggregate of 1,392,345 shares of the Company’s common stock at a reduced exercise price of $4.90 per share for gross proceeds of $6.8 million.
As consideration for the exercise of the June 2018 Warrants, the Company issued new unregistered warrants to purchase up to 1,392,345 shares of common
stock (the “May 2020 Warrants”) at an exercise price of $4.775 per share with an exercise period of five years from the date of issuance. The May 2020
Warrants were valued at $4.4 million, which was calculated using the Black-Scholes Model with the following assumptions: volatility of 128 percent, stock
price of $3.81, and risk-free rate of 0.38%. In connection with the May 2020 Warrant Exercise Transaction, the Company granted to a placement agent
warrants to purchase a total of 69,617 shares of common stock (the “May 2020 Placement Agent Warrants”) that have an exercise price per share equal to
$6.125 and a term of five years. The value of the May 2020 Placement Agent Warrants was determined to be $215,000 using the Black-Scholes Model. The
Company recognized a gain on extinguishment of warrant liability in the amount of $47,000 associated with this transaction, during the quarter ended June
30, 2020.
In July 2020, an existing accredited investor exercised its March 2018 Warrants (the “July 2020 Warrant Exercise Transaction”) to purchase up to
an aggregate of 641,416 shares of the Company’s common stock at a reduced exercise price of $3.975 per share for gross proceeds of $2.6 million. As
consideration for the exercise of these March 2018 Warrants, the Company issued new unregistered warrants to purchase up to 641,416 shares of common
stock (the “July 2020 Warrants”) at an exercise price of $3.85 per share with an exercise period of 5.5 years from the date of issuance. The July 2020
Warrants were valued at $2.1 million, which was calculated using the Black-Scholes Model with the following assumptions: volatility of 126 percent, stock
price of $3.73, and risk-free rate of 0.35%. In connection with the July 2020 Warrant Exercise Transaction, the Company granted to a placement agent
warrants to purchase a total of 32,071 shares of common stock (the “July 2020 Placement Agent Warrants”) that have an exercise price per share equal to
$4.969 and a term of 5.5 years. The value of the July 2020 Placement Agent Warrants was determined to be $101,000 using the Black-Scholes Model. The
Company recognized a loss on extinguishment of warrant liability in the amount of $682,000 associated with this transaction, during the quarter ended
September 30, 2020.
65
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Equity Classified Common Stock Warrants
In connection with professional services agreements with non-affiliated third parties, during the years ended December 31, 2020 and 2019, the
Company issued service and performance warrants (“Service and Performance Warrants”).
66
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
As of December 31, 2020, the Company issued the following warrants to purchase shares of its common stock. These warrants are exercisable any
time at the option of the holder until their expiration date.
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
February 12, 2020 Service and
Performance Warrants
February 3, 2020 Service and
Performance Warrants
September 2019 Placement Agent
Warrants
August 2019 Service and Performance
Warrants
July 2019 Service and Performance
Warrants
June 2019 Placement Agent Warrants
April 2019 Service and Performance
Warrants
June 2018 Placement Agent Warrants
March 2018 Placement Agent
Warrants
Total
Issuance Date
December 2020
December 2020
July 2020
July 2020
May 2020
May 2020
Term
5.5 years $
5 years $
5.5 years $
5.5 years $
5 years $
5 years $
Warrants
Exercised
during the
Year Ended
December 31,
2019
Warrants
Outstanding at
December 31,
2019
Warrants
Exercised
during the
Year Ended
December 31,
2020
Warrants
Outstanding at
December 31,
2020
Exercise
Price Per
Share
3.00
—
—
— 2,618,658
3.82
3.85
4.97
4.78
6.13
—
—
—
—
—
—
—
—
—
—
130,933
—
641,416
—
—
32,071
— 1,392,345
69,617
—
March 2020
3 years $
2.50
—
—
—
18,350
February 2020
2 years $
4.71
—
—
—
150,000
February 2020
2 years $
4.91
—
—
—
10,000
September 2019
5 years $
9.48
—
65,942
—
65,942
August 2019
2 years $
1.92
—
20,000
—
20,000
July 2019
June 2019
April 2019
June 2018
2 years $
5 years $
2.19
6.29
—
—
10,000
74,479
—
—
10,000
74,479
5 years $
5 years $
6.18
12.57
—
—
145,154
69,617
—
—
145,154
69,617
March 2018
5 years $
41.56
—
—
15,038
400,230
—
15,038
— 5,463,620
67
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Liability Classified Common Stock Warrants
Certain warrants contain a contingent cash payment feature and therefore were accounted for as a liability at the date of issuance and are adjusted to fair
value at each balance sheet date. The change in fair value of the warrant liability is recorded as change in fair value of common stock warrant liabilities in
the consolidated statements of operations and comprehensive loss. The key terms and activity of the liability classified common stock warrants are
summarized as follows:
September 2019 Warrants
June 2019 Warrants
June 2018 Warrants
March 2018 Warrants
Total
Issuance Date
September 2019
June 2019
June 2018
March 2018
Term
5.5 years $
5.5 years $
5.5 years $
5 years $
Warrants
Exercised
during the
Year Ended
December 31,
2020
Warrants
Exercised
during the
Year Ended
December 31,
2019
Exercise
Price Per
Share
Warrants
Outstanding at
December 31,
2019
659,414
435,830
Warrants
Outstanding at
December 31,
2020
659,414
435,830
—
641,416
1,053,745 3,770,421 2,033,761 1,736,660
—
—
— 1,392,345 1,392,345
641,416
— 1,282,832
7.52
—
5.00 1,053,745
9.94
10.73
See Note 6 for the Black-Scholes option-pricing model and weighted-average assumptions used to estimate the fair value of the warrant liabilities.
Note 14. Stock-Based Compensation and Employee Stock Purchase Program
Stock Incentive Plans
The Company has two equity incentive plans: the 2006 Stock Plan (“2006 Plan”) and the 2015 Omnibus Equity Incentive Plan (“2015 Plan”).
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. The 2015 Plan became effective upon the Company’s IPO in May 2015 and all shares that were reserved, but not issued, under
the 2006 Plan were assumed by the 2015 Plan. Upon effectiveness, the 2015 Plan had 154,387 shares of common stock reserved for future issuance, which
included 10,637 that were transferred to and assumed by the 2015 Plan. The 2015 Plan provides for automatic annual increases in shares available for
grant. In addition, shares subject to awards under the 2006 Plan that are forfeited or canceled will be added to the 2015 Plan. The 2015 Plan provides for
the grant of incentive stock options (“ISOs”), NSOs, restricted stock awards, stock units, stock appreciation rights, and other forms of equity compensation,
all of which may be granted to employees, officers, non-employee directors, and consultants. The ISOs and NSOs will be granted at a price per share not
less than the fair value at the date of grant. Options granted generally vest over a four-year period; however, the options granted in the third quarter of 2018
vest over two-year period, vesting monthly on a pro-rated basis. Options granted, once vested, are generally exercisable for up to 10 years, after grant.
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 120,000 shares. As of December 31, 2020, a total of 1,047,243 shares of common stock were reserved for
issuance under the 2015 Plan, of which 157,484 shares of common stock are available for future grant. As of December 31, 2020, a total of 19,172 and
870,587 options are outstanding under the 2006 and 2015 Plans, respectively. As of December 31, 2019, a total of 45,229 and 616,472 options are
outstanding under the 2006 and 2015 Plans, respectively.
68
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
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):
Outstanding — Balance at December 31, 2018
Options granted
Options exercised
Options forfeited
Options expired
Outstanding — Balance at December 31, 2019
Options granted
Options exercised
Options forfeited
Options expired
Outstanding — Balance at December 31, 2020
Vested and expected to vest — December 31, 2020
Exercisable —December 31, 2020
Shares
Subject to
Outstanding
Options
Weighted-
Average
Exercise
Price Per
Share
530,044 $
208,571
(546)
(30,132)
(46,236)
661,701
502,494
—
(174,508)
(99,928)
889,759
841,991
502,973 $
35.53 $
5.13
4.63
33.95
98.69
21.60 $
4.28
—
5.91
25.56
14.46 $
15.03 $
22.20 $
Aggregate
Intrinsic
Value
—
305
240
240
—
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 $0 for both years ended
December 31, 2020 and 2019.
As of December 31, 2020, there was $0.7 million of unrecognized compensation cost related to unvested stock-based compensation grants that
will be recognized over the weighted-average remaining recognition period of 2.77 years.
On August 22, 2019, Rajendra Ketkar provided notice to the Company of his retirement as Arcadia’s president, chief executive officer and director,
effective as of September 1, 2019. On August 23, 2019, Arcadia and Mr. Ketkar entered into a Separation and Release Agreement (the “Separation
Agreement”) which provides that the vesting of certain options previously issued to Mr. Ketkar will be accelerated pursuant to the terms of the Separation
Agreement. In addition, the Separation Agreement extends the post-termination exercise period of the accelerated options from 90 days to up to two years.
The stock compensation expense related to the modification of Mr. Ketkar’s stock options was $438,000 and recognized in selling, general and
administrative expenses during the year ended December 31, 2019.
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 due to insufficient historical data, 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—Since the Company was privately held and does not have a long trading history for its common stock, the expected
volatility was estimated based on the average volatility for comparable publicly traded biotechnology companies over a period equal to the expected
term of the stock option grants. When selecting comparable publicly traded biotechnology companies on which it has based its expected stock price
volatility, the Company selected companies with comparable characteristics to it, including enterprise
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
value, risk profiles, position within the industry, and with historical share price information sufficient to meet the expected life of the stock-based
awards. The historical volatility data was computed using the daily closing prices for the selected companies’ shares during the equivalent period of
the calculated expected term of the stock-based awards. The Company will continue to apply this process until a sufficient amount of historical
information regarding the volatility of its own stock price becomes available.
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:
Assumptions
Expected term (years)
Expected volatility
Risk-free interest rate
Expected dividend yield
Year Ended December 31,
2019
2020
7.04
6.48
99%
134%
2.01%
1.01%
—
—
The weighted- average, estimated grant date fair value of employee stock options granted during the years ended December 31, 2020 and 2019
was $3.80 and $5.13, respectively. The Company recognized $2.0 million and $2.3 million of compensation expense for stock options awards for the years
ended December 31, 2020 and 2019, respectively.
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 15% of their eligible compensation through payroll deductions, subject to any plan
limitations. After the first offering period, which began on May 14, 2015 and ended on February 1, 2016, the ESPP provides for six-month offering periods,
and at the end of each offering period, employees are able to purchase shares at 85% of the lower of the fair market value of the Company’s common stock
on the first trading day of the offering period or on the last day of the offering period. As of December 31, 2020, the number of shares of common stock
reserved for future issuance under the ESPP is 105,036. The ESPP provides for automatic annual increases in the shares available for purchase beginning
on January 1, 2016. As of December 31, 2020, 35,056 shares had been issued under the ESPP. The Company recorded $47,000 and $16,000 of ESPP
related compensation expense for the years ended December 31, 2020 and 2019, respectively.
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Note 15. Commitments and Contingencies
Leases
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
The Company leases office and laboratory space, greenhouse space, grain storage bins, warehouse space, farmland, and equipment under operating
lease agreements having initial lease terms ranging from one to five years, including certain renewal options available to the Company at market rates. The
Company also leases land for field trials on a short-term basis. See Note 16.
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
On June 15, 2005, 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 $5.0 million. This liability represents amounts to be paid to
Anawah’s previous stockholders for cash collected on revenue recognized by the Company upon commercial sale of certain specific products developed
using technology acquired in the purchase. As of December 31, 2010, the Company ceased activities relating to three of the six Anawah product programs
thus, the contingent liability was reduced to $3.0 million. During the third quarter of 2016, one of the programs previously accrued for was abandoned and
another program previously abandoned was reactivated. During the fourth quarter of 2019, the Company determined that one of the technologies was no
longer active and decided to abandon the previously accrued program. As a result, the Company recognized a gain of $1.0 million in the consolidated
statements of operations and comprehensive loss for the year ended December 31, 2019. As of December 31, 2020, the Company continues to pursue a
total of two development programs using this technology and believes that the contingent liability is probable. As a result, $2.0 million remains on the
consolidated balance sheet as an other noncurrent liability.
Contingent Liability Related to the ISI Acquisition
On August 21, 2020, the Company acquired by merger Industrial Seed Innovations (ISI). A portion of the purchase price consideration for the
acquisition in the amount of $280,000 will be recognized in two annual installments, each of up to 132,626 shares of the Company’s common stock, subject
to the achievement of revenue milestones in 2021 and 2022. The contingent consideration of $280,000 was measured and recorded at fair value as of the
acquisition date using a third-party valuation specialist. As of December 31, 2020, the full amount of the contingent consideration is included in other
noncurrent liabilities as no installments will become due within 12 months from the consolidated balance sheets date. As of December 31, 2020, no
material changes in its fair value have been observed since the acquisition date in August 2020.
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 three years in duration and in certain cases are cancelable.
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 2% to 15% of net revenue amounts as
defined in the In-Licensing Agreements are or will be due.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Royalties due to both related and unrelated parties on license revenue accrued as of December 31, 2020 and 2019 were $356,000 and $266,000,
respectively. Accrued royalties are included within accounts payable and accrued expenses on the consolidated balance sheets, and within research and
development on the consolidated statements of operations and comprehensive loss.
Milestone payments are contingent upon the successful development or implementation of various technologies. Payments for milestones yet to be
achieved totaled $2.0 million for both the years ended December 31, 2020 and 2019, respectively. The timing of the payments is not determinable at this
time pending research and development currently in progress; however, no payments were made during the years ended December 31, 2020 and 2019.
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. 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.
Note 16. Leases
Operating Leases
As of December 31, 2020, the Company leases office space in Davis, CA, Phoenix, AZ, and Molokai, HI, 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 third parties. During the year ended December 31, 2020,
the Company entered into four lease amendments, including one that provides for additional office space in Davis, CA, and extends the term through April
2025, with one option to renew for an additional five-year term. The Company expects to exercise its options to renew, and in accordance with ASC 842,
accounted for the amendment and expected renewal as a lease modification and remeasured the operating lease liability, resulting in an additional $3.8
million operating lease liability and right of use asset. The Company also entered into a lease amendment for additional parcels of land in Molokai, HI,
modified the Molokai office space lease to extend the term by 12 months, and entered into new lease agreements for office equipment, collectively
resulting in an additional $0.1 million of operating lease liabilities and right of use assets. The Company also entered into a lease amendment for the land
and greenhouses in Woodland, CA, extending the term by four years collectively, and resulting in an additional $0.3 million of operating lease liabilities
and right of use assets. In connection with the ISI Acquisition, the Company entered into a new lease for the premises and equipment in Oregon with a
three-year term, resulting in an additional $0.2 million of operating lease liabilities and right of use assets. There are no finance leases or material leases
that have not yet commenced as of December 31, 2020.
Some leases (the Davis office, warehouse, greenhouses and a copy machine) include one or more options to renew, with renewal terms that can
extend the lease term from one to six years. The exercise of lease renewal options is at the Company’s sole discretion.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
The Company’s lease agreements do not contain any material variable lease payments, material residual value guarantees or material restrictive
covenants. Leases consisted of the following (in thousands):
Classification
December 31, 2020
December 31, 2019
Leases
Assets
Operating lease assets
Total leased assets
Liabilities
Current - Operating
Noncurrent - Operating
Total leased liabilities
Right of use asset
Operating lease liability - current
Operating lease liability - noncurrent
Lease Cost
Operating lease cost
Short term lease cost (1)
Sublease income (2)
Net lease cost
Classification
SG&A and R&D Expenses
R&D Expenses
SG&A and R&D Expenses
$
$
$
$
$
$
5,826 $
5,826 $
717 $
5,389
6,106 $
1,963
1,963
611
1,497
2,108
For the
Year Ended
December 31,
2020
For the
Year Ended
December 31,
2019
1,042 $
305
(45)
1,302 $
(1)
(2)
Short term lease cost consists of field trial lease agreements with a lease term of 12 months or less.
Sublease income is recorded as a reduction to lease expense.
Lease Term and Discount Rate
December 31, 2020
December 31, 2019
Weighted-average remaining
lease term (years)
Weighted-average discount rate
5.0
6%
The maturities of the operating lease liabilities as of December 31, 2020 are as follows (in thousands):
Years Ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total operating lease payments
Less: imputed interest
Total current and noncurrent operating lease liabilities
$
$
$
$
Amounts
1,089
962
927
817
782
3,396
7,973
1,867
6,106
In March 2021, the Company entered into a lease for office space in Chesterfield, MO, with a lease term of 38 months following the
commencement date and no renewal option. The lease is expected to commence in the first quarter of 2021.
73
708
205
(55)
858
2.6
7%
Table of Contents
Note 17. Debt
Vehicle Loans
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
During the year ended December 31, 2019, the Company entered into notes payable agreements to finance the purchase of company vehicles. The
Company has various vehicle loans that mature in 2024 and have interest rates that range from 7.64% to 8.00%. As of December 31, 2020, the outstanding
balance of vehicle loans was $138,000.
Paycheck Protection Program Note
On April 16, 2020, the Company borrowed $1.1 million and entered into a promissory note for the same amount (the “PPP Note”) under the
Paycheck Protection Program (“PPP”) that was established under the Coronavirus Aid Relief, and Economic Security Act (“CARES Act”) of 2020. The
PPP Note matures on April 16, 2022, bears an interest rate of 1.00% per year, with interest accruing monthly beginning on November 2, 2020. The
Company may prepay the PPP Note at any time prior to maturity with no prepayment penalties. The principal amount of the PPP Note and accrued interest
are eligible for forgiveness if the proceeds are used for qualifying expenses, including payroll, rent, and utilities during the eight week period commencing
on April 16, 2020. The Company will be obligated to repay any portion of the principal amount of the PPP Note that is not forgiven, together with accrued
interest thereon, until such unforgiven portion is paid in full. The Company intends to apply for loan forgiveness within the required timeframe. No
assurance is provided that the Company will obtain forgiveness of the PPP Note in whole or in part. As of December 31, 2020, the outstanding balance of
the PPP Note was $1.1 million.
Promissory Note
On June 26, 2020, the Company executed a promissory note (the “Note") in the amount of $2.0 million, payable to MidFirst Bank, a federally
chartered savings association (the "Lender"). The Note was issued in accordance with the terms of a Loan Agreement dated as of May 18, 2020 entered
into by the Company and the Lender (the “Loan Agreement”) in which the Lender agreed to make advances to the Company from time to time, at any
amount up to but not to exceed $2.0 million. Pursuant to the Loan Agreement, the Note accrues interest, adjusted monthly, at a rate equal to the greater of
(i) 3.25% and (ii) the sum of (a) the quotient of the LIBOR Index divided by (one minus the reserve requirement set by the Federal Reserve), and (b)
2.50%. The Company is required to make monthly interest payments on the Note to the Lender and pay the full principal amount plus any accrued but
unpaid interest outstanding under the Note no later than May 18, 2023. The Company and the Lender also entered into a Pledge and Security Agreement
dated as of May 18, 2020 whereby the Company agreed to secure the Note by granting a security interest to the Lender for the Company’s deposit account
held with and controlled by the Lender. Due to the lender’s control of the deposit account, the balance of $2.0 million is included in restricted cash on the
consolidated balance sheets as of December 31, 2020. As of December 31, 2020, the outstanding balance of the Note was $2.0 million. On February 26,
2021, the Company repaid the full balance of $2.0 million, and expects to close the line of credit on or around March 31, 2021.
Maturities of current and noncurrent debt as of December 31, 2020 are as follows (in thousands):
Years ending December 31,
2021
2022
2023
2024
2025
Thereafter
Total
74
Amounts
1,141
32
2,035
38
—
—
3,246
$
$
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Note 18. Income Taxes
The components of loss before income taxes are as follows (in thousands):
Domestic
Foreign
Loss before income taxes
Year Ended December 31,
2019
2020
$
$
(6,150) $
—
(6,150) $
(28,871)
—
(28,871)
The total income tax (benefit) expense for the years ended December 31, 2020 and 2019 was $(124,000) and $2,000, respectively, and is comprised
of current state taxes and foreign taxes withheld by governmental agencies outside of the United States, as follows (in thousands):
Current:
Federal
State
Foreign
Total current tax (benefit) expense
Deferred:
Federal
State
Foreign
Total deferred tax (benefit) expense
Total tax (benefit) expense
Year Ended December 31,
2019
2020
$
$
— $
(28)
10
(18)
(84)
(22)
—
(106)
(124) $
—
2
—
2
—
—
—
—
2
The Company operates in only one federal jurisdiction, the United States. The following is a reconciliation of the statutory federal income tax rate
to the Company’s effective tax rate is as follows:
Expected income tax provision at the federal
statutory rate
State taxes, net of federal benefits
Change in valuation allowance
Transaction costs
Related offering costs
Derivative liabilities
Non-Controlling Interest
Withholding taxes
Other
Income tax provision
75
Year Ended December 31,
2019
2020
21.0%
9.4%
(43.8)%
(2.2)%
—
22.4%
(4.7)%
(0.2)%
—
1.9%
21.0%
5.3%
(26.4)%
—
(0.5)%
—
—
—
0.6%
—
Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial
reporting purposes and the amounts used for income tax purposes, net operating loss carryforwards (“NOLs”) and other tax credits. Significant components
of the Company’s deferred tax assets and liabilities are as follows (in thousands):
Deferred tax assets:
Net operating loss carryforwards
Unearned revenue
Stock-based compensation
Accrued payroll and benefits
Research and development credits
Fixed asset basis difference
Inventory reserve
Lease liability
Common stock warrant assets
Contingent Consideration
Charitable contributions
Total deferred tax assets
Deferred tax liabilities:
Right of use asset
Amortizable intangibles
Income from Partnerships
Other
Total deferred tax liabilities
Less valuation allowance
Net deferred tax assets
As of December 31,
2020
2019
15,478 $
2
3,881
236
16
84
491
1,622
—
531
3
22,344
(1,548)
(98)
(13)
(174)
(1,833)
(20,511)
— $
13,267
11
3,384
224
—
90
568
565
988
—
2
19,099
(526)
—
—
—
(526)
(18,573)
—
$
$
Realization of the deferred tax assets is dependent upon future taxable income, if any, the amount and timing of which are uncertain. Accordingly,
the net deferred tax assets have been offset by a valuation allowance. The net valuation allowance increased by $1.9 million during the year ended
December 31, 2020 and decreased by $25.9 million during the year ended December 31, 2019.
At December 31, 2020, the Company had federal and state NOLs aggregating approximately $55.8 million and $57.2 million, respectively. At
December 31, 2020, the utilization of a portion of the federal NOLs is subject to an annual limitation under Section 382 of the Internal Revenue Code
(IRC). Of the $193.1 million of federal NOLs generated, $7.2 million was previously determined as unavailable to be utilized within the carryforward
period, and $130.5 million is expected to be unavailable due to an ownership change under IRC Section 382 that the Company experienced as a result of
the common shares issued in connection with the June 2018 Offering. 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. The Company’s ownership shift analysis
was performed through December 31, 2019, and no significant ownership changes were noted during the year ended December 31, 2019. Further, the
Company may have experienced an ownership change under IRC Section 382 as a result of the common shares issued in connection with the December
2020 Purchase Agreement or in the January 2021 Purchase Agreement. See subsequent events in Note 23. Such an ownership change could limit the
Company’s ability to utilize its NOL carryforwards prior to expiration but would not impact the net deferred tax asset recorded given the full valuation
allowance. If not utilized, these federal NOLs will begin to expire in 2021 and state NOLs will begin to expire in 2024. IRC Section 382 may also limit
NOLs generated in future years.
The Company evaluates deferred tax assets, including the benefit from NOLs, to determine if a valuation allowance is required. Such evaluation is
based on consideration of all available evidence using a “more likely than
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Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
not” standard with significant weight being given to evidence that can be objectively verified. This assessment considers, among other matters, the nature,
frequency, and severity of current and cumulative losses; forecasts of future profitability; the length of statutory carryforward periods; the Company’s
experience with operating losses; and tax-planning alternatives. The significant piece of objective negative evidence evaluated was the cumulative loss
incurred through the year ended December 31, 2020. Given this evidence and the expectation to incur operating losses in the foreseeable future, a full
valuation allowance has been recorded against the net deferred tax asset. The Company will continue to maintain a full valuation allowance against the
entire amount of its net deferred tax asset, until such time as the Company has determined that the weight of the objectively verifiable positive evidence
exceeds that of the negative evidence and it is likely that the Company will be able to utilize all of its net deferred tax asset relating to its federal and state
NOL carryforwards. Although the Company has established a full valuation allowance on its net deferred tax asset, for Federal tax losses before 2018 and
for all state tax losses, it has not forfeited the right to carryforward tax losses up to 20 years and apply such tax losses against taxable income in such years,
thereby reducing its future tax obligations. Federal tax losses generated in 2018 and later do not expire. The Company is subject to taxation in the United
States and various state jurisdictions. As of December 31, 2020, the Company’s tax years for 2001 through 2020 are generally subject to examination by
the tax authorities. The years are open back to 2001 to the extent the NOLs being carried forward were generated then.
As of December 31, 2020, the Company had the following unrecognized tax benefits (in thousands):
Unrecognized tax benefit beginning balance
Increases for tax positions taken in prior years
Decreases for tax positions taken in prior years
Increases for tax positions taken in current years
Settlements
Unrecognized tax benefit ending balance
$
$
— $
2
—
15
—
17 $
—
—
—
—
—
—
Year Ended December 31,
2020
2019
The Company is currently not under audit for federal or state purposes. The Company does not anticipate its total unrecognized tax benefits as of
December 31, 2020 will significantly change due to settlement of examination or the expiration of statute of limitations during the next 12 months. The
Company is currently unaware of any uncertain tax positions that could result in significant additional payments, accruals or other material deviation in this
estimate over the next 12 months.
Note 19. Retirement Benefits
The Company has a 401(k) retirement plan (the “Plan”) available for participation by all regular full-time employees who have completed three
months of service with the Company. The Company established the Plan in 2008. The Plan provides for a discretionary matching contribution equal to 50%
of the amount of the employee’s salary deduction, not to exceed 3% of the salary per employee. Highly compensated employees are excluded from
receiving any discretionary matching contribution. Employees’ rights to employer contributions vest on the one-year anniversary of their date of
employment. The Company has the option to make discretionary matching contributions. The Company did not make discretionary matching contributions
during the years ended December 31, 2020 and 2019.
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Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
Note 20. Segment and Geographic Information
Management has determined that it has one business activity and operates in one segment as it only reports financial information on an aggregate
and consolidated basis to its Chief Executive Officer, who is the Company’s chief operating decision maker.
Revenues based on the location of the customers, are as follows (in thousands):
United States
Argentina
India
Africa
Canada
Austria
Total
Year Ended December 31,
2019
2020
$
$
761 $
6,681
100
106
354
32
8,034 $
722
-
7
182
258
-
1,169
Note 21. Net Loss per Share
Basic net loss per share is calculated by dividing net loss attributable to common stockholders 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 loss per share attributable to common
stockholders is computed giving effect to all potentially dilutive common shares, including common stock issuable upon exercise of stock options and
warrants. As the Company had net losses for the years ended December 31, 2020 and 2019, all potentially dilutive common shares were determined to be
anti-dilutive.
Securities that were not included in the diluted per share calculations because they would be anti-dilutive were as follows (in shares):
Options to purchase common stock
Warrants to purchase common stock
Total
Year Ended December 31,
2019
2020
889,759
7,200,280
8,090,039
661,701
4,170,651
4,832,352
Note 22. 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.
Transactions with related parties are reflected in the consolidated financial statements under amounts due to related parties. Outlined below are
details of agreements between the Company and its related parties:
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 $80,000 and $40,000 as of
December 31, 2020 and December 31, 2019, respectively, and are included in the consolidated balance sheets as amounts due to related parties.
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Table of Contents
Arcadia Biosciences, Inc.
Notes to Consolidated Financial Statements. (Continued)
The Company currently leases 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 grows hemp on this land to support the operations of its joint venture Archipelago Ventures Hawaii. The
original lease was executed in February 2019, covers 10 acres of land, has a term of two years and provides for rent payments of $1,200 per acre per year.
In March and April 2020, the Company entered into two lease amendments for two additional 10-acre parcels and two additional 15-acre parcels, at the
same lease rate of $1,200 per acre per year, and with a term of two years. The term for all five parcels of leased land ends February 28, 2022. In 2019, the
Company engaged a third-party contractor to construct a fence on the property to adhere to the rules of the hemp pilot program. Out of pocket costs to build
this fence were approximately $126,400. Mr. Comcowich supplied materials to the contractor and received payments from the contractor totaling
approximately $44,000. The Company made lease payments in the amount of $84,000 and $84,000 for the years ended December 31, 2020 and 2019,
respectively. For the advisory services provided by Mr. Comcowich to support the operations of the Archipelago joint venture, he was issued 5,273 options
to purchase Arcadia common stock for which $9,000 of stock compensation expense was recognized during the year ended December 31, 2020.
Note 23. Subsequent Events
The Company has reviewed and evaluated subsequent events through March 31, 2021, the date the consolidated financial statements were available
to be issued.
January 2021 PIPE transaction
On January 25, 2021, the Company entered into a securities purchase agreement with certain institutional and accredited investors relating to the
issuance and sale in a private placement of 7,876,784 shares of Company common stock at a purchase price of $3.1925 per share and warrants exercisable
for an aggregate of 3,938,392 shares of Common Stock with an exercise price of $3.13 per Warrant Share. Subject to certain ownership limitations, the
Warrants are exercisable upon issuance and will expire on the 5.5-year anniversary of the date of issuance. The Company received cash proceeds of $23.3
million, net of transaction fees. The Company also agreed to grant to Wainwright, or its designees, warrants to purchase up to 5.0% of the aggregate
number of shares sold in the Private Placement (393,839 shares) for the services provided as Placement Agent in the transaction. Pursuant to the January
2021 Registration Rights Agreement, the Company filed the January 2021 Registration Statement with the SEC on February 2, 2021 for purposes of
registering the sale of the shares of Common Stock issued pursuant to the January 2021 Purchase Agreement and the shares of Common Stock issuable
upon exercise of the January 2021 Warrants. The SEC declared the registration statement effective on February 11, 2021.
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Table of Contents
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of December 31, 2020, Arcadia’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, or the Exchange Act) were evaluated, with the participation of Arcadia’s principal executive officer and principal financial officer,
to assess whether they are effective in providing reasonable assurance that information required to be disclosed by Arcadia in the reports that it files or
submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer and principal financial officer,
as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed,
summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. Based on this evaluation, Matthew T.
Plavan, Arcadia’s principal executive officer, and Pamela Haley, Arcadia’s principal financial officer, concluded that these disclosure controls and
procedures were effective as of December 31, 2020.
Management’s Report on Internal Control Over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)). Arcadia’s management, including Matthew T. Plavan, its principal executive officer, and Pamela Haley, its principal financial
officer, evaluated the effectiveness of Arcadia’s internal control over financial reporting using the framework in Internal Control—Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, management concluded that
Arcadia’s internal control over financial reporting was effective as of December 31, 2020.
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we
conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that there has not been any change in our internal control over financial reporting during that quarter that has materially
affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information.
None.
80
Table of Contents
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission
on Schedule 14A in connection with our 2021 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed no later than 120
days after the end of our fiscal year ended December 31, 2020, under the headings “Executive Officers,” “Election of Directors,” “Corporate Governance,”
and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by reference.
The Company has adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our
principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A current copy of
the code is posted on the Corporate Governance section of our website, which is located at www.arcadiabio.com. If Arcadia makes any substantive
amendments to, or grant any waivers from, the code of business conduct and ethics for our principal executive officer, principal financial officer, principal
accounting officer, controller or persons performing similar functions, or any officer or director, the Company will disclose the nature of such amendment
or waiver on our website or in a current report on Form 8-K.
Item 11. Executive Compensation.
The information required by this item will be contained in Proxy Statement under the headings “Executive Compensation” and “Director
Compensation,” and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this item will be contained in Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners
and Management” and “Equity Compensation Plan Information,” and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this item will be contained in Proxy Statement under the headings “Certain Relationships and Related Party
Transactions” and “Corporate Governance,” and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this item will be contained in Proxy Statement under the heading “Ratification of Independent Registered Public
Accounting Firm-Principal Accounting Fees and Services,” and is incorporated herein by reference.
81
Table of Contents
PART IV
Item 15. Exhibits, Financial Statement Schedules.
The financial statements schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows:
(a)(1) Financial Statements
Reference is made to the financial statements included in Item 8 of Part II hereof.
(a)(2) Financial Statement Schedules
All other schedules are omitted because they are not required or the required information is included in the statements or notes thereto.
(a)(3) Exhibits
Reference is made to the Exhibit Index accompanying this Annual Report on Form 10-K.
Item 16. Form 10-K Summary.
Not applicable.
82
Table of Contents
Exhibit
Number
Exhibit Description
Exhibit Index
Form
8-K
Incorporated by Reference
File No.
Exhibit
001-37383
10-Q
001-37383
Amended and Restated Certificate of Incorporation of
Registrant.
Certificate of Amendment to the Amended and Restated
Certificate of Incorporation of Registrant.
Amendment to the Amended and Restated Certificate of
Incorporation of Registrant.
Amended and Restated Bylaws of Registrant.
Form of Registrant’s common stock certificate
Form of Common Stock Purchase Warrant
Form of Common Stock Purchase Warrant
Form of Placement Agent Warrant
Form of Common Stock Purchase Warrant
Form of Placement Agent Warrant
Description of Registrant's Securities Pursuant to Section
12 of the Securities Exchange Act of 1934, as amended.
10-K
Form of Common Stock Purchase Warrant
Form of Placement Agent Warrant
Form of Common Stock Purchase Warrant
Form of Placement Agent Warrant
Form of Investor Warrant
Form of Placement Agent Warrant
Form of Indemnification Agreement between the Registrant
and each of its Officers and Directors.
2006 Stock Plan, as amended and restated, and form of
agreement thereunder.
2015 Omnibus Equity Incentive Plan and forms of
agreement thereunder.
2015 Employee Stock Purchase Plan and form of agreement
thereunder.
8-K
8-K
S-3
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
8-K
S-1
S-1
S-1
001-37383
001-37383
333-224061
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
333-202124
333-202124
333-232858
Filed
Herewith
Filing
Date
5/26/2015
8/10/2017
1/23/2018
5/26/2015
3/30/2018
3/23/2018
6/14/2019
6/14/2019
9/9/2019
9/9/2019
3/25/2020
5/18/2020
5/18/2020
7/8/2020
7/8/2020
12/22/2020
12/22/2020
2/17/2015
2/17/2015
7/26/2019
3.1
3.1
3.1
3.2
4.1
4.1
4.1
4.2
4.1
4.2
4.7
4.1
4.2
4.1
4.2
4.1
4.2
10.7
10.8
10.9
S-1/A
333-202124
10.10
5/11/2015
Executive Incentive Bonus Plan.
Amended and Restated Director Compensation Policy.
Form of Severance and Change in Control Agreement.
S-1/A
10-Q
S-1/A
333-202124
001-37383
333-202124
10.15
10.14
10.18
5/11/2015
5/10/2016
4/6/2015
83
3.1
3.2
3.3
3.4
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
10.1*
10.2*
10.3*
10.4*
10.5*
10.6*
10.7*
10.8
10.9*
10.10*
10.11*
10.12*
10.13+
10.14
10.15
10.16
10.17
10.18
10.19
10.20
10.21
Table of Contents
Base Office Lease dated March 17, 2003 between the
Registrant and Pac West Office Equities, LP, including
Amendments 1-7.
S-1
333-229047
10.16
12/27/2018
Separation and Release Agreement between the Registrant
and Rajendra Ketkar, dated August 23, 2019.
8-K
001-37383
8-K/A
001-37383
10.1
10.1
8/28/2019
10/7/2019
Employment Letter and appended form of Severance and
Change In Control Agreement between the Registrant and
Matthew Plavan, dated October 1, 2019.
Offer Letter and appended form of Severance and Change In
Control Agreement between the Registrant and Sarah Reiter,
dated February 16, 2018.
Employment Letter and appended form of Severance and
Change In Control Agreement between the Registrant and
Pam Haley, dated October 1, 2019.
Limited Liability Company Operating Agreement for
Archipelago Ventures Hawaii, LLC, dated as of August 9,
2019.
Securities Purchase Agreement dated as of March 19, 2018,
between Arcadia Biosciences, Inc. and each purchaser
named in the signature pages thereto.
Form of Registration Rights Agreement.
Form of Securities Purchase Agreement dated as of June 11,
2018, between Arcadia Biosciences, Inc. and each purchaser
named in the signature pages thereto.
Form of Securities Purchase Agreement dated as of June 12,
2019, between Arcadia Biosciences, Inc. and each purchaser
named in the signature pages thereto.
Form of Securities Purchase Agreement dated as of
September 5, 2019, between Arcadia Biosciences, Inc. and
each purchaser named in the signature pages thereto.
Promissory Note, dated April 16, 2020, by and between
MidFirst Bank and Arcadia Biosciences, Inc.
Amendment No. 8 to the Office Lease dated March 17,
2003 between the Registrant and Pac West Office
Equities, LP.
Amendment No. 9 to the Office Lease dated March 17,
2003 between the Registrant and Pac West Office
Equities, LP.
84
S-1
333-232858
10.17
7/26/2019
8-K/A
001-37383
10.2
10/7/2019
8-K
001-37383
10.1
8/9/2019
8-K
001-37383
10.1
3/23/2018
8-K
8-K
001-37383
001-37383
10.2
10.1
3/23/2018
6/14/2018
8-K
001-37383
10.1
6/14/2019
8-K
001-37383
10.1
9/9/2019
8-K
001-37383
10.1
4/21/2020
10-K
001-37383
10.8
5/12/2020
10-Q
001-37383
10.2
8/13/2020
8-K
8-K
8-K
8-K
8-K
8-K
8-K
S-1
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
001-37383
333-202124
10.1
10.1
10.2
10.3
10.1
10.1
10.2
21.1
5/18/2020
7/2/2020
7/2/2020
7/2/2020
7/8/2020
12/22/2020
12/22/2020
2/17/2015
Table of Contents
10.22
10.23
10.24
10.25
10.26
10.27
Form of Letter Agreement, dated as of May 14, 2020.
Loan Agreement, dated May 18, 2020, by and between
MidFirst Bank and Arcadia Biosciences, Inc.
Pledge and Security Agreement dated May 18, 2020, by
and between MidFirst Bank and Arcadia Biosciences,
Inc.
Promissory Note, dated June 26, 2020, by and between
MidFirst Bank and Arcadia Biosciences, Inc.
Form of Letter Agreement, dated as of July 6, 2020.
Form of Securities Purchase Agreement dated as of
December 18, 2020, between Arcadia Biosciences, Inc.
and each purchaser named on the signature pages thereto.
10.28
Master Transaction Agreement*+.
21.1
23.1
24.1
31.1
31.2
32.1
32.2
List of subsidiaries of the Registrant.
Consent of Deloitte & Touche LLP, independent registered
public accounting firm.
Power of attorney (included in the signature page to this
filing).
Certification of Principal Executive Officer Pursuant to
Rules 13a-14(a) and 15d-14(a) under the Securities
Exchange Act of 1934, as Adopted Pursuant to Section 302
of the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to Rules
13a-14(a) and 15d-14(a) under the Securities Exchange Act
of 1934, as Adopted Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
Certification of Principal Executive Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
Certification of Principal Financial Officer Pursuant to 18
U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
the Sarbanes-Oxley Act of 2002.
101.INS
XBRL Instance Document.
101.SCH
XBRL Taxonomy Extension Schema Document.
85
X
X
X
X
X
X
X
X
Table of Contents
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
Document.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
Document
X
X
X
X
*
+
Indicates a management contract or compensatory plan or arrangement.
Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if
publicly disclosed.
86
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: March 31, 2021
Date: March 31, 2021
ARCADIA BIOSCIENCES, INC.
By:
By:
/s/ MATTHEW T. PLAVAN
Matthew T. Plavan
President and Chief Executive Officer
(Principal Executive Officer)
/s/ PAMELA HALEY
Pamela Haley
Chief Financial Officer
(Principal Financial and Accounting Officer)
Each person whose individual signature appears below hereby authorizes and appoints Matthew T. Plavan with full power of substitution and
resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and
to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual
Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing,
ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done
by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on
behalf of the registrant in the capacities and on the dates indicated.
Name
/s/ MATTHEW T. PLAVAN
Matthew T. Plavan
/s/ ALBERT B. BOLLES
Albert D. Bolles
/s/ KEVIN COMCOWICH
Kevin Comcowich
/s/ LILIAN SHACKELFORD MURRAY
Lilian Shackelford Murray
/s/ GREGORY D. WALLER
Gregory D. Waller
/s/ AMY YODER
Amy Yoder
/s/ DEBORAH D. CAROSELLA
Deborah D. Carosella
Title
Director
Director
Director
Director
Director
Director
Director
87
Date
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
March 31, 2021
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements Nos. 333-229047, 333-232858, and 333-235446 on Form S-1, Registration Statements Nos. 333-224061, 333-224893,
333-239641 and 333-252659 on Form S-3, and Registration Statement Nos. 333-204215, 333-210023, 333-216545, 333-223805, 333-232072 and 333-237438 on Form S-8 of our report dated
March 31, 2021, relating to the financial statements of Arcadia Biosciences, Inc., appearing in this Annual Report on Form 10-K of Arcadia Biosciences, Inc. for the year ended December 31,
2020.
EXHIBIT 23.1
/s/ Deloitte & Touche LLP
Phoenix, Arizona
March 31, 2021
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Matthew T. Plavan, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Arcadia Biosciences, Inc.;
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;
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;
The registrant’s other certifying officer 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)
(b)
(c)
(d)
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;
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;
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
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)
(b)
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
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.
Date: March 31, 2021
By:
/s/ MATTHEW T. PLAVAN
Matthew T. Plavan
President and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Pamela Haley, certify that:
1.
2.
3.
4.
I have reviewed this Annual Report on Form 10-K of Arcadia Biosciences, Inc.;
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;
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;
The registrant’s other certifying officer 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)
(b)
(c)
(d)
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;
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;
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
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)
(b)
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
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.
Date: March 31, 2021
By:
/s/ PAMELA HALEY
Pamela Haley
Chief Financial Officer
(Principal Financial Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
In connection with the Annual Report of Arcadia Biosciences, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
(2)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: March 31, 2021
By:
/s/ MATTHEW T. PLAVAN
Matthew T. Plavan
President and Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
In connection with the Annual Report of Arcadia Biosciences, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2020 as filed
with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the
Sarbanes-Oxley Act of 2002, that:
(1)
(2)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the
Company.
Date: March 31, 2021
By:
/s/ PAMELA HALEY
Pamela Haley
Chief Financial Officer
(Principal Financial Officer)