RKDA 8-K
Arcadia Biosciences, Inc. (RKDA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
|
|
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
On August 13, 2026 Arcadia Biosciences, Inc. (the “Company”) issued a press release announcing financial results for the second quarter and first half of 2026. A copy of the press release is furnished as Exhibit 99.1, and the Company's financial information tables are furnished as Exhibit 99.2, to this Current Report on Form 8-K and are incorporated herein by reference.
The information furnished in this Form 8-K, the press release attached as Exhibit 99.1, and the financial information attached as Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 2.02, in the press release attached as Exhibit 99.1, and in the financial information attached as Exhibit 99.2, shall not be incorporated by reference into any filing with the U.S. Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description |
|
|
|
99.1 |
|
|
99.2 |
|
Arcadia Biosciences Second-Quarter and First Half 2026 Financial Information |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
|
|
|
ARCADIA BIOSCIENCES, INC. |
|
|
|
|
Date: |
August 13, 2026 |
By: |
/s/ THOMAS J. SCHAEFER |
|
|
|
Thomas J. Schaefer, Chief Executive Officer |
Exhibit 99.1
Arcadia Biosciences (RKDA) Announces Second Quarter and First Half 2026 Financial Results and Business Highlights
– Net cash used in operating activities only $319K in the second quarter –
– Arcadia closes $4 million private placement; ends second quarter with $4.2 million in cash –
– July monthly Zola® sales top $740K; exceed $1 million through first week of August –
DALLAS, Texas (August 13, 2026) – Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative wellness products, today released its financial and business results for the second quarter and first half of 2026.
“We were very pleased with our second quarter financial results,” said T.J. Schaefer, CEO of Arcadia. “Our cash used in operating activities was only $319,000 during the quarter, we have a cash balance of $4.2 million at the end of the quarter and our SG&A expenses declined by $1,000,000 versus the same period of last year, to an all-time low.”
Schaefer continued, “We believe Zola®has reached an inflection point and is now entering a new growth phase. While second quarter sales were flat compared to last year due to low inventory and shipping delays, these issues have been corrected resulting in July sales that were more than half of the sales for the entire second quarter that we are reporting today.
“In addition, after raising $4 million in gross proceeds through a private placement in June, we now have the cash to fund Zola’s growth, which we expect to accelerate as a result of new products we are bringing to market. In Q4 2026, we will launch a 1-liter espresso with a new formula that tastes more like coffee than coconut water and has pre-launch commitments from our two largest customers. In the first half of 2027, we have a plan to launch three new additional products that we are very excited about,” Schaefer added.
1
($ in thousands)
Arcadia Biosciences, Inc.
Financial Snapshot
(Unaudited)
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
|
||||||
|
2026 |
2025 |
Favorable/ |
|
2026 |
2025 |
Favorable/ |
|
||
|
|
|
$ |
% |
|
|
|
$ |
% |
|
Total revenues |
1,443 |
1,455 |
(12) |
(1%) |
|
2,543 |
2,655 |
(112) |
(4%) |
|
Total operating expenses |
1,939 |
1,956 |
17 |
1% |
|
3,818 |
2,626 |
(1,192) |
(45%) |
|
(Loss) income from continuing operations |
(496) |
(501) |
5 |
1% |
|
(1,275) |
29 |
(1,304) |
(4497%) |
|
Net loss attributable to common stockholders |
(6,266) |
(4,458) |
(1,808) |
(41%) |
|
(10,651) |
(1,859) |
(8,792) |
(473%) |
|
More detailed financial information is included in the company’s Report on Form 8-K and Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (SEC), available in the Investors section of the company’s website under SEC Filings.
Revenues
Revenues decreased slightly during the second quarter of 2026 compared to the same period in 2025. Zola revenues decreased $112,000, or 4%, during the first half of 2026 compared to the same period in 2025. The shortfalls in both the second quarter and first half of 2026 were primarily driven by low inventory balances and longer-than-expected shipping times.
Operating Expenses
Total operating expenses decreased slightly during the second quarter of 2026 despite a $1.0 million decrease in SG&A as 2025 operating expenses included a $1 million gain from the elimination of a contingent liability. Total operating expenses increased by $1.2 million during the first half of 2026 despite a $1.6 million decrease in SG&A due to $2.8 million in gains recognized in the first half of 2025.
Cost of revenues were essentially unchanged during the second quarter and first half of 2026 compared to the same periods in 2025.
SG&A decreased by $1.0 million and $1.6 million during the second quarter and first half of 2026, respectively, compared to the same periods in 2025, driven by lower employee costs and the absence of M&A fees in 2026.
2
Other operating expenses decreased by $1.0 million during the second quarter of 2026 compared to the same period in 2025 due to a $1.0 million gain from the elimination of a contingent liability in the second quarter of 2025. Other operating expenses decreased by $2.8 million during the first half of 2026 compared to the same period in 2025 due to a $2.0 million gain from the elimination of a contingent liability as well as a $750,000 gain related to the sale of intangible assets that occurred in the first half of 2025.
Net Loss Attributable to Common Stockholders
Net loss attributable to common stockholders for the second quarter of 2026 was $6.3 million, or $2.09 per share, compared to a net loss of $4.5 million, or $3.26 per share, for the second quarter of 2025. The second quarter of 2026 included a $2.8 million unrealized loss related to the Above Food stock held by the company, a $5.4 million valuation loss relating to the company’s June 2026 PIPE financing transaction, and offering costs of $651,000, which were offset by a gain related to the change in fair value of common stock warrant and option liabilities. The second quarter of 2025 included a $4.5 million credit loss related to the note receivable from Above Food, which was offset by a $1.1 million unrealized gain related to the Above Food stock.
Net loss attributable to common stockholders for the first half of 2026 was $10.7 million, or $4.19 per share, compared to a net loss of $1.9 million, or $1.36 per share, for the first half of 2025. The first half of 2026 included a $4.3 million unrealized loss related to the Above Food stock, a $2.9 million loss on the company’s January 2026 inducement offer financing transaction, a $5.4 million valuation loss on the June 2026 PIPE, and offering costs of $1.1 million, which were offset by a $4.3 million gain related to the change in fair value of common stock warrant and option liabilities. The first half of 2025 included a $4.5 million credit loss related to the note receivable from Above Food, which was offset by a $1.1 million unrealized gain related to the Above Food stock and $1.3 million gain related to the change in fair value of common stock warrant and option liabilities.
About Arcadia Biosciences, Inc.
Since 2002, Arcadia Biosciences (Nasdaq: RKDA) has been innovating high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products. For more information, visit www.arcadiabio.com.
3
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future results of operations concerning the company and its products, including, but not limited to, statements relating to Zola products and sales, the company’s growth, cash position, operating costs, financial performance, evaluation of possible strategic alternatives and transactions, and the impact on shareholder value. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements are only predictions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results anticipated by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks set forth in filings that the company makes with the Securities and Exchange Commission from time to time, including in Arcadia’s Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K), and other filings that the company makes with the SEC. Forward-looking statements concerning anticipated future activities also assume that the company has sufficient funding to continue its operations and planned activities, which may not be the case. As described in greater detail in the 2025 Form 10-K and in the company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026, the company will require additional funding to continue its operations and planned activities. There are no assurances that required funding will be available at all or will be available in sufficient amounts or on reasonable terms. The company may seek to raise additional funds through equity or debt financings, through transactions involving its other assets, or through other transactions, and may seek other strategic alternatives and transactions. Any sale of additional equity securities could result in dilution to company stockholders. Reported results should not be considered as an indication of future performance. Forward-looking statements made in this press release speak only as of the date hereof, and except as required by law, Arcadia Biosciences, Inc. disclaims any obligation to update these forward-looking statements or to reflect events or circumstances arising after the date of this press release.
Arcadia Biosciences Contact:
T.J. Schaefer
###
4
Exhibit 99.2
Arcadia Biosciences, Inc.
Consolidated Balance Sheets
(Unaudited)
(In thousands, except share data)
|
|
|
|
|
|
|
||
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
4,178 |
|
|
$ |
259 |
|
Short-term investments |
|
|
— |
|
|
|
4,304 |
|
Accounts receivable and other receivables, net of allowance for credit loss |
|
|
559 |
|
|
|
425 |
|
Inventories |
|
|
930 |
|
|
|
1,212 |
|
Prepaid expenses and other current assets |
|
|
72 |
|
|
|
156 |
|
Total current assets |
|
|
5,739 |
|
|
|
6,356 |
|
Property and equipment, net |
|
|
— |
|
|
|
8 |
|
Intangible assets, net |
|
|
39 |
|
|
|
39 |
|
Other noncurrent assets |
|
|
115 |
|
|
|
143 |
|
Total assets |
|
$ |
5,893 |
|
|
$ |
6,546 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable and accrued expenses |
|
$ |
1,383 |
|
|
$ |
1,789 |
|
Other current liabilities |
|
|
263 |
|
|
|
270 |
|
Total current liabilities |
|
|
1,646 |
|
|
|
2,059 |
|
Common stock warrant and option liabilities |
|
|
3,614 |
|
|
|
347 |
|
Total liabilities |
|
|
5,260 |
|
|
|
2,406 |
|
Commitments and contingencies (Note 13) |
|
|
|
|
|
|
||
Stockholders’ equity: |
|
|
|
|
|
|
||
Common stock, $0.001 par value—150,000,000 shares authorized as |
|
|
66 |
|
|
|
65 |
|
Additional paid-in capital |
|
|
292,435 |
|
|
|
285,292 |
|
Accumulated deficit |
|
|
(291,868 |
) |
|
|
(281,217 |
) |
Total stockholders' equity |
|
|
633 |
|
|
|
4,140 |
|
Total liabilities and stockholders’ equity |
|
$ |
5,893 |
|
|
$ |
6,546 |
|
1
Arcadia Biosciences, Inc.
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
(In thousands, except share data and per share data)
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
||||||||||
|
|
|
2026 |
|
|
|
2025 |
|
|
|
2026 |
|
|
|
2025 |
|
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Product |
|
$ |
1,443 |
|
|
$ |
1,455 |
|
|
$ |
2,543 |
|
|
$ |
2,655 |
|
Total revenues |
|
|
1,443 |
|
|
|
1,455 |
|
|
|
2,543 |
|
|
|
2,655 |
|
Operating expenses (income): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of revenues |
|
|
812 |
|
|
|
824 |
|
|
|
1,512 |
|
|
|
1,506 |
|
Research and development |
|
|
— |
|
|
|
9 |
|
|
|
— |
|
|
|
9 |
|
Gain on sale of intangible assets |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
(750 |
) |
Change in fair value of contingent consideration |
|
|
— |
|
|
|
(1,000 |
) |
|
|
— |
|
|
|
(2,000 |
) |
Selling, general and administrative |
|
|
1,127 |
|
|
|
2,123 |
|
|
|
2,306 |
|
|
|
3,861 |
|
Total operating expenses |
|
|
1,939 |
|
|
|
1,956 |
|
|
|
3,818 |
|
|
|
2,626 |
|
(Loss) Income from continuing operations |
|
|
(496 |
) |
|
|
(501 |
) |
|
|
(1,275 |
) |
|
|
29 |
|
Interest income |
|
|
2 |
|
|
|
9 |
|
|
|
7 |
|
|
|
216 |
|
Credit loss |
|
|
— |
|
|
|
(4,489 |
) |
|
|
— |
|
|
|
(4,489 |
) |
Other (loss) income, net |
|
|
(2,781 |
) |
|
|
1,071 |
|
|
|
(4,285 |
) |
|
|
1,071 |
|
Loss on January 2026 Inducement Offer |
|
|
— |
|
|
|
— |
|
|
|
(2,877 |
) |
|
|
— |
|
Valuation loss on June 2026 PIPE |
|
|
(5,423 |
) |
|
|
— |
|
|
|
(5,423 |
) |
|
|
— |
|
Change in fair value of common stock warrant and option liabilities |
|
|
3,083 |
|
|
|
(548 |
) |
|
|
4,274 |
|
|
|
1,314 |
|
Issuance and offering costs |
|
|
(651 |
) |
|
|
— |
|
|
|
(1,072 |
) |
|
|
— |
|
Net loss attributable to common stockholders |
|
$ |
(6,266 |
) |
|
$ |
(4,458 |
) |
|
$ |
(10,651 |
) |
|
$ |
(1,859 |
) |
Net loss per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
(2.09 |
) |
|
$ |
(3.26 |
) |
|
$ |
(4.19 |
) |
|
$ |
(1.36 |
) |
Diluted |
|
$ |
(2.09 |
) |
|
$ |
(3.26 |
) |
|
$ |
(4.19 |
) |
|
$ |
(1.36 |
) |
Weighted-average number of shares used in per share |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
|
2,992,555 |
|
|
|
1,367,040 |
|
|
|
2,540,234 |
|
|
|
1,366,553 |
|
Diluted |
|
|
2,992,555 |
|
|
|
1,367,040 |
|
|
|
2,540,234 |
|
|
|
1,366,553 |
|
2
Arcadia Biosciences, Inc.
Consolidated Statements of Cash Flows
(Unaudited)
(In thousands)
|
|
Six Months Ended June 30, |
|
|||||
|
|
|
2026 |
|
|
|
2025 |
|
CASH FLOWS FROM OPERATING ACTIVITIES: |
|
|
|
|
|
|
||
Net loss |
|
$ |
(10,651 |
) |
|
$ |
(1,859 |
) |
Adjustments to reconcile net loss to cash used in operating activities: |
|
|
|
|
|
|
||
Change in fair value of common stock warrant and option liabilities |
|
|
(4,274 |
) |
|
|
(1,314 |
) |
Change in fair value of contingent consideration |
|
|
— |
|
|
|
(2,000 |
) |
Issuance and offering costs |
|
|
1,072 |
|
|
|
— |
|
Valuation loss on June 2026 PIPE |
|
|
5,423 |
|
|
|
— |
|
Loss on January 2026 Inducement Offer |
|
|
2,877 |
|
|
|
— |
|
Depreciation |
|
|
8 |
|
|
|
28 |
|
Lease amortization |
|
|
— |
|
|
|
117 |
|
Amortization of note receivable |
|
|
— |
|
|
|
(69 |
) |
Gain on sale of intangible assets |
|
|
— |
|
|
|
(750 |
) |
Gain on receipt of Above Food Ingredients, Inc. common stock |
|
|
— |
|
|
|
(1,067 |
) |
Unrealized loss subsequent to receipt of Above Food Ingredients, Inc. common stock |
|
|
4,304 |
|
|
|
— |
|
Stock-based compensation |
|
|
29 |
|
|
|
164 |
|
Credit loss |
|
|
— |
|
|
|
4,489 |
|
Changes in operating assets and liabilities: |
|
|
— |
|
|
|
— |
|
Accounts receivable and other receivables |
|
|
(134 |
) |
|
|
(417 |
) |
Inventories |
|
|
282 |
|
|
|
(585 |
) |
Prepaid expenses and other current assets |
|
|
84 |
|
|
|
544 |
|
Other noncurrent assets |
|
|
— |
|
|
|
(56 |
) |
Accounts payable and accrued expenses |
|
|
(431 |
) |
|
|
(630 |
) |
Amounts due to related parties |
|
|
— |
|
|
|
(30 |
) |
Other current liabilities |
|
|
(7 |
) |
|
|
(57 |
) |
Operating lease liabilities |
|
|
— |
|
|
|
(129 |
) |
Net cash used in operating activities |
|
|
(1,418 |
) |
|
|
(3,621 |
) |
CASH FLOWS FROM INVESTING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from sale of intangible assets |
|
|
— |
|
|
|
750 |
|
Net cash provided by investing activities |
|
|
— |
|
|
|
750 |
|
CASH FLOWS FROM FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Proceeds from June 2026 PIPE |
|
|
4,000 |
|
|
|
— |
|
Payments of offering costs relating to June 2026 PIPE |
|
|
(395 |
) |
|
|
— |
|
Proceeds from January 2026 Inducement Offer |
|
|
2,082 |
|
|
|
— |
|
Payments of offering costs relating to January 2026 Inducement Offer |
|
|
(350 |
) |
|
|
— |
|
Proceeds from ESPP purchases |
|
|
— |
|
|
|
5 |
|
Net cash provided by financing activities |
|
|
5,337 |
|
|
|
5 |
|
Net increase (decrease) in cash and cash equivalents |
|
|
3,919 |
|
|
|
(2,866 |
) |
Cash and cash equivalents — beginning of period |
|
|
259 |
|
|
|
4,242 |
|
Cash and cash equivalents — end of period |
|
$ |
4,178 |
|
|
$ |
1,376 |
|
NONCASH INVESTING AND FINANCING ACTIVITIES: |
|
|
|
|
|
|
||
Accrued legal fees included in offering costs related to June 2026 PIPE |
|
$ |
55 |
|
|
$ |
— |
|
Preferred investment options issued to placement agent and included in offering costs related to June 2026 PIPE |
|
$ |
201 |
|
|
$ |
— |
|
Preferred investment options issued to placement agent and included in offering costs related to January 2026 Inducement Offer |
|
$ |
71 |
|
|
$ |
— |
|
Warrant and option modifications included in Loss on January 2026 Inducement Offer |
|
$ |
555 |
|
|
$ |
— |
|
# # #
3