Arcadia Biosciences, Inc 8-K/A, filed Aug 2, 2021

Arcadia Biosciences, Inc. (RKDA)

8-K/A 2021-08-02 For: 2021-05-17

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Added on April 09, 2026

About this 8-K/A

Arcadia Biosciences, Inc filed this 8-K/A on August 2, 2021, reporting on events of May 17, 2021.

Items reported

Item 9.01: Financial statements and exhibits

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Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	RKDA	NASDAQ CAPITAL MARKET

Exhibit Number		Description
23.1		Consent of Armanino LLP.
23.2		Consent of CohnReznick LLP.
99.1		Audited consolidated financial statements of Rever Holdings, LLC for the year ended December 31, 2020.
99.2		Unaudited condensed consolidated financial statements of Rever Holdings, LLC for the three months ended March 31, 2021.
99.3		Audited financial statements for the Coconut Water Line of LiveZola, LLC for the year ended December 31, 2020.
99.4		Unaudited financial statements for the Coconut Water Line of LiveZola, LLC for the three months ended March 31, 2021.
99.5		Pro Forma Financial Information listed in Item 9.01(b).

	ARCADIA BIOSCIENCES, INC.

Date: August 2, 2021	By:	/s/ PAMELA HALEY
	Name:	Pamela Haley
	Title:	Chief Financial Officer

		Page
INDEPENDENT AUDITOR'S REPORT		3
CONSOLIDATED FINANCIAL STATEMENTS:
Consolidated Balance Sheet		4
Consolidated Statement of Operations		5
Consolidated Statement of Changes in Member's Deficit		6
Consolidated Statement of Cash Flows		7
Notes to the Consolidated Financial Statements		8

	December 31,
	2020
ASSETS
Current assets
Cash and cash equivalents	$	306,948
Accounts receivable, net		451,648
Inventories		1,489,522
Prepaids and other current assets		18,398
Total current assets		2,266,516
Right-of-use asset		495,428
Property, plant and equipment, net		203,896
Intangible assets, net		60,665
Other assets		110,331
Total assets	$	3,136,836
LIABILITIES AND MEMBER'S DEFICIT
Current liabilities
Accounts payable	$	889,101
Accounts payable - related party		4,341,428
Accrued and other current liabilities		69,503
Current portion of lease liabilities		122,006
Notes payable		248,396
Current Liabilities		5,670,434
Lease liabilities		495,522
Total liabilities		6,165,956
Commitments and Contingencies - Note 10
Member's deficit
Member's capital		661,000
Accumulated deficit		(3,690,120	)
Total member's deficit		(3,029,120	)
Total liabilities and member's deficit	$	3,136,836

	Year ended
	December 31,
	2020
Revenue	$	4,277,478
Cost of goods sold		3,285,720
Gross profit		991,758
Operating expenses:
Sales and marketing		1,053,931
General and administration		1,472,667
Total operating expenses		2,526,598
Loss from operations		(1,534,840	)
Other income (expenses):
Other income		50,040
Other expense		(466,198	)
Total other expenses		(416,158	)
Net loss	$	(1,950,998	)

	Member's Capital		Accumulated Deficit			Total
	Member's Capital		Accumulated Deficit			Member's Deficit
Balance at December 31, 2019	$	661,000	$	(1,739,122	)	$	(1,078,122	)
Net loss		—		(1,950,998	)		(1,950,998	)
Balance at December 31, 2020	$	661,000	$	(3,690,120	)	$	(3,029,120	)

	Year Ended December 31,
	2020
Cash flows from operating activities:
Net loss	$	(1,950,998	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		54,150
Amortization of intangible assets		15,168
Other income PPP loan forgiveness		(50,040	)
Change in operating assets and liabilities:
Accounts receivable		129,744
Inventories		(803,055	)
Prepaids and other current assets		(3,190	)
Other assets		(12,457	)
Accounts payable		539,199
Accounts payable - related party		1,853,702
Accrued and other current liabilities		60,261
Lease liabilities		56,251
Net cash used in operating activities		(111,265	)
Cash flow from investing activities
Purchases of property, plant and equipment		(87,527	)
Net cash used in investing activities		(87,527	)
Cash flow from financing activities
Proceeds from issuance of note payable		298,436
Net cash provided by financing activities		298,436
Net increase in cash and cash equivalents		99,644
Cash and cash equivalents, beginning of the year		207,304
Cash and cash equivalents, end of the year	$	306,948
Supplemental cash flow information
Cash paid for interest	$	826

Computer equipment		2years
Machinery and equipment		4years
Leasehold improvements		4years

Raw materials	$	94,225
Finished goods		1,395,297
Total inventory	$	1,489,522

Computer Equipment	$	10,358
Machinery and Equipment		207,060
Leasehold Improvements		69,300
Total		286,718
Less: accumulated depreciation		(82,822	)
	$	203,896

Tradenames	$	91,000
Less: Accumulated amortization		(30,335	)
	$	60,665

Weighted average remaining lease term
Operating leases	41
Weighted average discount rate
Operating leases	25.0	%

2021		256,740
2022		264,438
2023		272,370
2024		115,692
Total lease payments		909,240
Less: Interest		(291,712	)
	$	617,528
Less operating lease liablitiy, current portion		(122,006	)
Operating lease liablity, long term	$	495,522


	Page

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:

Unaudited Condensed Consolidated Balance Sheet	3

Unaudited Condensed Consolidated Statement of Operations	4

Unaudited Condensed Consolidated Statement of Cash Flows	5

Notes to the Unaudited Condensed Consolidated Financial Statements	6


		/s/ Armanino, LLP
		Bellevue, Washington

August 2, 2021

Sales, net of discounts	$	2,374,723

Cost of revenues		1,580,159
Gross profit		794,564

Selling, general and administrative expenses		926,185
Loss from operations		(131,621	)

Loss on foreign currency conversion		(18,345	)

Net loss		(149,966	)
Net parent investment, beginning of year		268,763

Increase in parent investment		68,501
Net parent investment, end of year	$	187,298

	March 31,
	2021
ASSETS
Current assets
Cash and cash equivalents	$	533,342
Accounts receivable, net		446,139
Inventories		1,143,471
Prepaids and other current assets		114,911
Total current assets		2,237,863

Right-of-use asset		718,013
Property, plant and equipment, net		213,887
Intangible assets, net		60,033
Other assets		110,318
Total assets	$	3,340,114

LIABILITIES AND MEMBERS DEFICIT
Current liabilities
Accounts payable	$	782,499
Accounts payable - related party		5,558,349
Accrued and other current liabilities		456,539
Current portion of lease liabilities		192,608
Notes payable		248,396
Current Liabilities		7,238,391

Lease liabilities		525,405
Total liabilities		7,763,796

Commitments and Contingencies - Note 10

Member's deficit
Member's capital		661,000
Accumulated deficit		(5,084,683	)
Total members' deficit		(4,423,683	)
Total liabilities and members' deficit	$	3,340,113

	Three months
	ended March 31,
	2021
Revenue	$	518,532
Cost of goods sold		1,318,257
Gross profit		(799,725	)

Operating expenses:
Sales and marketing		303,586
General and administration		434,466
Total operating expenses		738,052
Loss from operations		(1,537,777	)

Other income (expenses):
Other income		—
Other expense		(1,359	)
Total other expenses		(1,359	)
Net loss		(1,539,136	)

Weighted average lease term
Operating leases	41
Weighted average discount rate
Operating leases	11.36	%

Independent Auditors’ Report		1

Financial Statements:

Balance Sheet		2

Statements of Operations and Parent Equity		3

Statement of Cash Flows		4

Notes to Financial Statements		5-9

ASSETS
Current assets:
Accounts receivable, net	$	351,272
Inventories		37,141
Prepaid expenses		59,402
Total current assets		447,815

Property and equipment, net		29,231
	$	477,046
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	262,124
Other payables		22,050
Accrued expenses		5,574
Total current liabilities		289,748

Net parent investment		187,298
	$	477,046

Property and equipment as of December 31, 2020 consist of the following:
Other equipment	$	31,015
		31,015

Accumulated depreciation		(1,784	)
	$	29,231


Unaudited Financial Statements:

Balance Sheet	2

Statements of Operations & Parent Equity	3

Statement of Cash Flows	4

Notes to Financial Statements	5-9

Sales, net of discounts	$	537,821

Cost of revenues		540,576
Gross loss		(2,755	)

Selling, general and administrative expenses		395,882
Loss from operations		(398,637	)

Loss on foreign currency conversion		(14,563	)
Net loss		(413,200	)

Net parent investment, beginning of year		187,298

Increase in parent investment		736,095

Net parent investment, end of year	$	510,193

(In thousands, except per share data)	Arcadia Biosciences, Inc.			EKO, Lief, Liva Zola		Adjustments			Notes	Pro Forma
Assets
Current assets:
Cash and cash equivalents	$	32,848		$	-	$	(4,850	)	(a)	$	27,998
Short-term investments		19,088			-		-				19,088
Accounts receivable		1,113			-		-				1,113
Inventories, net - current		2,663			840		-				3,503
Prepaid expenses and other current assets		901			145		-				1,046
Total current assets		56,613			984		(4,850	)		52,747
Restricted cash		-			-		-				-
Property and equipment, net		3,480			308		-				3,788
Right of use assets		5,636			-		-				5,636
Inventories, net - noncurrent		4,290			-		-				4,290
Goodwill		408			-		1,240		(c)		1,648
Intangible assets, net		350			-		3,520		(b)		3,870
Other noncurrent assets		23			-		-				23
Total assets	$	70,800		$	1,292	$	160			$	72,002
Liabilities and stockholder's equity
Current liabilities:
Accounts payable and accrued expenses	$	3,418		$	-	$	-			$	3,418
Amounts due to related parties		26			-		-				26
Debt - current		1,141			-		-				1,141
Unearned revenue - current		63			-		-				63
Operating lease liability - current		705			-		-				705
Other current liabilities		264			-		-				264
Total current liabilities		5,617			-		-			5,617
Debt - noncurrent		96			-		-				96
Operating lease liability - noncurrent		5,228			-		-				5,228
Common stock warrant liabilities		12,016			-		-				12,016
Other noncurrent liabilities		2,140			-		-				2,140
Total liabilities		25,097			-		-				25,097
Commitments and contingencies
Stockholders' equity:
Common stock, $0.001par value-150,000,000 shares authorized as of March 31, 2021 and December 31, 2020; 21,336,249 and 13,450,861 shares issued and outstanding as of March 31, 2021 and December 31, 2020,
respectively.	62				-		8		(a)		70
Additional paid-in capital		254,208			-		2,044		(a)		256,252
Accumulated income (deficit)		(209,767	)		1,292		(2,142	)	(d)		(210,617	)
Total Arcadia Biosciences stockholders' equity		44,503			-		160			45,705
Non-controlling interest		1,200			-		-				1,200
Total stockholders' equity		45,703			1,292		160				47,155
Total liabilities and stockholders' equity	$	70,800		$	1,292	$	160			$	72,002

(In thousands except per share data)	Arcadia Biosciences, Inc.			EKO, Lief, Liva Zola			Adjustments		Notes	Pro Forma
Revenues
Product	$	803		$	1,485		$	-		$	2,288
Licenses		-			-			-			-
Royalty		25			-			-			25
Contract research and government grants		-			-			-			-
Total revenues		828			1,485			-			2,313
Operating expenses (income):
Cost of product revenues		856			1,986			-			2,842
Research and development		1,159			-			-			1,159
Gain on sale of Verdeca		(140	)		-			-			(140	)
Change in fair value of contingent consideration		210			-			-			210
Selling, general and administrative		4,069			949			9	(e)		5,027
Total operating expenses		6,154			2,935			9			9,098
Loss from operations		(5,326	)		(1,451	)		9			(6,785	)
Interest expense		(9	)		-			-			(9	)
Other income; net		7,463			(17	)		-			7,446
Issuance and offering costs		(769	)		-			-			(769	)
Change in fair value of common stock warrant liabilities		322			-			-			322
Net income before income taxes		1,681			(1,467	)		9		205
Income tax benefit (provision)		-			-			-			-
Net income		1,681			(1,467	)		9		205
Net loss attributable to non-controlling interest		(377	)		-			-			(377	)
Net income attributable to common stockholders	$	2,058		$	(1,467	)	$	9		$	582
Net loss per share attributable to common stockholders:
Basic	$	0.11		$	-		$	-		$	0.03
Diluted	$	0.11		$	-		$	-		$	0.03
Weighted-average number of shares used in per share calculations:
Basic		18,970,250			-			827,400	(f)		19,797,650
Diluted		19,042,962			-			827,400	(f)		19,870,362
Other comprehensive (loss) income; net of tax
Unrealized (losses) gains on investment securities		-			-			-			-
Other comprehensive (loss) income		-			-			-			-
Comprehensive loss attributable to common stockholders	$	2,058		$	(1,467	)	$	-		$	591

Inventory	$	839,534
Prepaid and other current assets		62,359
Fixed Assets		307,526
Deposits		82,320
Customer List		360,000
Trademarks and tradenames		2,900,000
Developed technology		260,000
Goodwill		1,240,213
Total assets acquired/purchase price	$	6,051,952

Intangible Assets	Estimated Useful Life
Customer List	15 years	$	360,000
Trademarks and tradenames	Indefinite		2,900,000
Developed technology	10 years		260,000
		$	3,520,000