UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 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 81-0571538 (State or other jurisdi ...

Financial Highlights - Company reported total revenues of $3.2 million for Q1 2022, a significant increase from $828,000 in Q1 2021, driven by opportunistic grain sales and body care product sales [14] - Revenues were up nearly 300% year-over-year and 48% compared to Q4 2021, primarily due to rising wheat prices and expanded distribution [5][14] - Operating expenses for Q1 2022 were $7.8 million, an increase from $6.2 million in Q1 2021, with R&D expenses down to $395,000 from $1.2 million [14][15] - Net loss attributable to common stockholders was $4.5 million in Q1 2022, compared to net income of $2.1 million in Q1 2021 [15] Business Line Performance - The body care segment added over 3,600 points of distribution across three brands, with Zola coconut water experiencing a 9% increase in unit sales and 17% growth in dollar sales [6][14] - The decision to wind down a non-core co-packing business is expected to improve gross margins in the second half of the year [7][8] Market Data - Company sold approximately $1 million worth of grain in Q1 2022, capitalizing on rising wheat prices [5] - The launch of GoodWheat pasta is anticipated to disrupt the pasta category, with initial orders already shipped to retail customers [8][9] Company Strategy and Industry Competition - Company is focusing on a long-term strategy to enhance its brand portfolio, particularly for GoodWheat, which is seen as a key growth driver [10][11] - The strategy includes evaluating market trends, competitive dynamics, and product formulations to establish a strong market presence [11] Management Commentary on Operating Environment and Future Outlook - Management expressed optimism about the future, highlighting the successful launch of GoodWheat and the momentum in body care and Zola [26] - The company is positioned for continued improvement in the second half of the year, with a focus on gross margin enhancement [26] Other Important Information - The approval of HB4 soy by China's ministry of agriculture will trigger milestone payments totaling $2 million and future royalty payments of 6% of net revenue [12][13] Q&A Session Summary Question: Can you quantify the amount of grain inventory and the level of wheat acreage intended for planting? - Company has about 12 million pounds of inventory, sufficient for a few years, and does not need to grow new grain immediately [17] Question: Will you add a high protein label to GoodWheat packaging? - Company plans to change packaging to highlight the high protein content without adding any ingredients [19][20] Question: Will marketing costs increase as GoodWheat ramps up? - Marketing expenses are expected to increase, but other SG&A expenses will be managed to maintain a similar overall expense pattern [21] Question: What marketing efforts are planned for the e-commerce launch? - E-commerce launch is seen as a way to ramp up national marketing efforts, allowing for broader outreach [23]

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 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) FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 (I.R.S. Employer Identification No.) Regis ...

Financial Performance - Total revenues for the year ended December 31, 2021, were $6,780,000, a decrease from $8,034,000 in 2020, representing a decline of approximately 15.6%[240] - Product revenues increased significantly to $6,587,000 in 2021 from $1,044,000 in 2020, marking a growth of approximately 531%[240] - The net loss attributable to common stockholders for 2021 was $14,660,000, compared to a net loss of $4,655,000 in 2020, reflecting an increase in losses of approximately 214%[240] - The net loss for the year ended December 31, 2021, was $16,134,000, compared to a net loss of $6,026,000 for the year ended December 31, 2020, representing an increase in loss of approximately 168%[248] - The company reported a total stockholders' equity of $31,196,000 as of December 31, 2021, up from $28,552,000 at the end of 2020[244] Expenses and Liabilities - Operating expenses for 2021 totaled $42,306,000, up from $20,812,000 in 2020, indicating an increase of about 103%[240] - The company had total liabilities of $12,722,000 as of December 31, 2021, down from $18,796,000 in 2020, representing a decrease of approximately 32.4%[238] - The company incurred offering costs of $769,000 in 2021, compared to no offering costs in 2020[248] - The company recorded a loss of $497,000 from the sale of its subsidiary Arcadia Spain in November 2021[255] Cash and Cash Equivalents - Cash and cash equivalents as of December 31, 2021, were $28,685,000, an increase from $14,042,000 in 2020, representing a growth of about 104%[238] - Cash used in operating activities for the year ended December 31, 2021, was $25,868,000, a decrease from $30,218,000 in 2020[248] - Cash provided by financing activities for the year ended December 31, 2021, was $21,900,000, compared to $20,560,000 in 2020[248] - The company had cash, cash equivalents, and restricted cash of $28,685,000 at the end of 2021, an increase from $16,043,000 at the end of 2020[248] Assets and Deficits - The company reported an accumulated deficit of $226,485,000 as of December 31, 2021, compared to $211,825,000 in 2020, indicating a worsening of the deficit by approximately 6.9%[238] - Total assets decreased to $43,918,000 in 2021 from $47,348,000 in 2020, a decline of about 7.4%[238] - As of December 31, 2021, the net property and equipment decreased to $2,291,000 from $3,539,000 in 2020, reflecting a decline of approximately 35.2%[321] Acquisitions and Investments - The recent acquisitions of Lief, Eko, and Zola expanded the Company's portfolio to include CBD-infused products and coconut water[254] - The acquisition of Industrial Seed Innovations (ISI) was recorded with a total purchase price consideration of $1,212,000, including $500,000 in cash and $432,000 in common stock[340] - The total purchase price allocation for the acquisition of Arcadia Wellness was approximately $6.1 million, consisting of $4.0 million in cash and $2.1 million in stock[348] Impairments and Write-downs - The impairment of intangible assets was recorded at $3,302,000 in 2021, indicating significant challenges in asset valuation[240] - The Company recorded an impairment of intangible assets amounting to $3.3 million due to a decrease in sales forecasts for Arcadia Wellness products[360] - The Company recorded impairments of property and equipment totaling $1.5 million for the year ended December 31, 2021, primarily due to the winding down of cultivation activities related to Archipelago[323] Stock and Equity - The company’s common stock, $0.001 par value, increased in shares issued and outstanding from 13,450,861 in 2020 to 22,184,235 in 2021[238] - The total number of warrants outstanding at December 31, 2021, was 5,675,052, with various exercise prices ranging from $1.92 to $41.56[398] - The Company recognized $1.5 million and $2.0 million of compensation expense for stock options awards for the years ended December 31, 2021 and 2020, respectively[411] Revenue Recognition - The Company’s revenue recognition includes product sales, licensing agreements, and government grants, with revenues fluctuating based on shipment timing[299][306] - Significant customers representing over 10% of total revenues included Customer D at 11% and Customer B at 10% for the year ended December 31, 2021, compared to Customer A at 83% in 2020[295] Legal and Regulatory - There are no material legal proceedings currently involving the Company[414]

Company Overview - Arcadia Biosciences is transitioning to a vertically integrated producer of plant-based health and wellness products, including GoodWheat™, Zola® coconut water, Soul Spring™, ProVault™, and Saavy Naturals®[7] - The company aims to improve planetary health by sustainably formulating new plant-based food and wellness products using its proprietary platform crop and ingredient technologies[8] Growth Strategy - The company's growth strategy involves creating good-for-you foods and wellness products from proprietary ingredient platforms[16] - A key element is using GoodWheat's superior nutritional profile to disrupt consumer food categories and establish it as the global gold standard wheat ingredient[16] - The company plans to deploy omni-channel marketing and distribution to elevate brands and penetrate high-margin consumer health and wellness categories[16] Product Portfolio - Arcadia Biosciences offers a range of CPG products in food & beverage and body care, including GoodWheat, Zola Coconut Water, Soul Spring, ProVault, and Saavy Naturals[18, 19] - GoodWheat aims to set a gold standard for wheat nutrition, offering 30% less calories, 2x more protein and 6x more fiber compared to conventional wheat[28, 32] - Soul Spring is the 1 selling Hemp CBD Bath & Body brand in the Natural Channel based on total dollar sales (SPINS data)[45] Financial Highlights - As of September 30, 2021, Arcadia Biosciences had $355 million in cash and $01 million in debt[56] - The company has 222 million shares outstanding and 130 million warrants/options outstanding[56] - Analyst price targets for RKDA range from $450 to $700, implying a value of $100 million to $155 million[55]

Financial Position - As of September 30, 2021, the company had an accumulated deficit of $217.2 million and cash and cash equivalents of $35.5 million[30]. - For the nine months ended September 30, 2021, the company reported a net loss of $6.6 million and net cash used in operations of $19.2 million[30]. - As of September 30, 2021, total inventories amounted to $8.986 million, an increase from $7.297 million as of December 31, 2020[41]. - The company’s property and equipment, net decreased from $3.539 million as of December 31, 2020, to $2.634 million as of September 30, 2021[41]. - The Company’s lease liabilities totaled $3.696 million as of September 30, 2021, down from $6.106 million at December 31, 2020[84]. Liquidity and Financing - The company generated a one-time liquidity impact of $22.2 million from the sale of 1,875,000 shares of Bioceres stock in June 2021[33]. - The company may seek additional funds through debt or equity financings, which could result in dilution for stockholders[34]. - The Company raised total gross proceeds of $25.1 million from the January 2021 Private Placement, issuing 7,876,784 shares of common stock and warrants for 3,938,392 shares at an exercise price of $3.13[87]. - The Company raised a total of $8.0 million from the December 2020 Registered Direct Offering by selling 2,618,658 shares of common stock and unregistered warrants[97]. - The Company borrowed $1.1 million under the Paycheck Protection Program, which was fully forgiven in August 2021[116]. Acquisitions and Intangible Assets - The Company acquired Industrial Seed Innovations for a total estimated purchase price of $1,212,000, including $500,000 in cash and $432,000 in common stock[56]. - The acquisition of Arcadia Wellness on May 17, 2021, totaled approximately $6.1 million, with $4.0 million in cash and $2.1 million in common stock[64]. - The total intangible assets, net as of September 30, 2021, amounted to $4,146,000, reflecting an impairment of $120,000 due to decreased sales forecasts for ISI seeds[74]. - The Company recognized a deferred tax liability of $107,000 related to the acquisition of ISI, which will enable the realization of a portion of existing deferred tax assets[60]. - The weighted average amortization period for acquired intangible assets from the Arcadia Wellness acquisition is 12.9 years[70]. Revenue and Losses - For the period from May 17 to September 30, 2021, Arcadia Wellness generated approximately $2.6 million in revenue and incurred a net loss of $1.0 million[69]. - The net loss attributable to non-controlling interest for the three and nine months ended September 30, 2021, was $661,000 and $1.199 million, respectively[78]. - The effective tax rate for the three months ended September 30, 2021, was -0.04%, primarily due to a full valuation allowance on net deferred tax assets[121]. Stock and Compensation - As of September 30, 2021, there was $2.3 million of unrecognized compensation cost related to unvested stock-based compensation grants[110]. - The Company issued 248,000 inducement stock options on May 17, 2021, following the completion of the Arcadia Wellness transaction[108]. - The 2015 Omnibus Equity Incentive Plan had 1,595,876 shares reserved for issuance as of September 30, 2021, with 297,540 shares available for future grant[108]. - The Company recognized $0.4 million and $1.0 million of compensation expense for stock options awards for the three and nine months ended September 30, 2021, respectively[113]. Liabilities and Contingent Liabilities - The Company has a contingent liability related to acquisitions that could significantly affect fair value measurements based on future performance[50][51]. - The Company has a contingent liability of $2.0 million related to the Anawah acquisition, which remains on the balance sheet as an other noncurrent liability[127]. - The Company recorded a $140,000 decrease in the contingent consideration liability related to the ISI acquisition during the nine months ended September 30, 2021[128]. Research and Development - The Company has a collaborative arrangement with Corteva AgriScience for the research and development of improved wheat quality traits, sharing both costs and profits[80]. - The Company has entered into contract research agreements with initial terms ranging from one to three years, requiring certain funding commitments[129]. Lease Agreements - The Company leases 10 acres of land on Molokai, Hawaii, at a rate of $1,200 per acre per year, with the original lease executed in February 2019[136]. - Lease payments made by the Company for the nine months ended September 30, 2021, totaled $81,000, compared to $84,000 for the same period in 2020[136]. - Two lease amendments were made in March and April 2020 for two additional 10-acre parcels and two additional 15-acre parcels, maintaining the same lease rate[136].

SEPTEMBER 2021 ARCADIA BIOSCIENCES INVESTOR PRESENTATION FORWARD LOOKING STATEMENTS • "Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This presentation contains forward-looking statements about the company and its products, including statements relating to components of the company's long-term financial success; the company's traits, commercial products, and collaborations; the company's ability to manage the regulatory processes for its traits and commercial products; th ...

Financial Data and Key Metrics Changes - Total revenues for Q2 2021 were $1.4 million, a significant increase from $281,000 in Q2 2020, primarily driven by the acquisition of Lief Brands and Zola coconut water [28] - Year-to-date revenues increased by $1.6 million, with $837,000 generated from the newly acquired brands [28] - Net loss attributable to common stockholders was $5.3 million in Q2 2021, compared to $9.7 million in Q2 2020 [34] Business Line Data and Key Metrics Changes - The acquisition of Lief Brands contributed significantly to revenue growth, with the brands generating $1.1 million in Q2 2021 [28] - Cost of product revenues for Q2 2021 was $1.6 million, an increase of $97,000 from Q2 2020, mainly due to the new product sales [29] - R&D expenses decreased to $1.1 million in Q2 2021 from $2 million in Q2 2020, reflecting a shift towards commercialization of consumer products [31] Market Data and Key Metrics Changes - The company is focusing on the health and wellness market, with plans to launch GoodWheat products that address fiber deficiencies in consumer diets [12] - The GoodWheat brand aims to disrupt the wheat industry by offering superior nutrition without additives [11] Company Strategy and Development Direction - The company is transitioning to a consumer-focused enterprise, emphasizing health and wellness brands [4] - Plans include launching multiple GoodWheat pasta products in late Q4 2021, followed by a significant marketing campaign in January 2022 [17][19] - The company is enhancing its management capacity by recruiting experienced professionals in key roles [9][10] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the integration of Lief Brands and the potential for meaningful top-line growth [5][8] - The company is well-positioned with sufficient inventory to meet production needs for the next two years, despite challenging crop conditions in the wheat market [45] - Future operating expenses will be evaluated as the company streamlines operations post-acquisition [46][47] Other Important Information - The company successfully sold Bioceres shares, generating over $27 million in cash, which bolsters its financial resources [24][25] - The balance of cash and cash equivalents was $44 million at the end of Q2 2021, up $11.2 million from Q1 2021 [37] Q&A Session Summary Question: Performance of acquired brands - Management noted that the acquired brands performed consistently, with Zola coconut water showing strong performance [40] Question: Supply issues with Three Farm Daughters - Management clarified that Three Farm Daughters opted to license Arcadia's technology, leading to a halt in their activities as they evaluate their future direction [42][44] Question: Impact of crop conditions on raw ingredient supply - Management stated that they have sufficient inventory for the next two years and do not foresee production concerns [45] Question: Operating expense run rate - Management indicated that operating expenses are subject to change as they evaluate the integration of new brands and streamline operations [46][47]

Financial Position - As of June 30, 2021, the company had an accumulated deficit of $215.0 million and cash and cash equivalents of $44.0 million, with a net loss of $3.7 million for the six months ended June 30, 2021[29]. - The company believes its existing cash and cash equivalents will be sufficient to meet anticipated cash requirements through at least August 2022[30]. - The Company’s net income attributable to common stockholders for Q2 2021 was $(5,248,000), compared to $(9,607,000) for Q2 2020[69]. - The Company recorded a net loss attributable to common stockholders of $161,000 and $538,000 for the three and six months ended June 30, 2021, respectively[73]. Liquidity and Financing - The company generated a one-time liquidity impact of $22.2 million from the sale of 1,875,000 shares of Bioceres stock in June 2021[32]. - The company may seek additional funds through debt or equity financings, which could lead to dilution for stockholders or increased debt service obligations[33]. - The Company raised total gross proceeds of $25.1 million from a private placement in January 2021, issuing 7,876,784 shares of common stock and warrants[82]. - The Company borrowed $1.1 million under the Paycheck Protection Program, with an outstanding balance of $1.1 million as of June 30, 2021[110]. Inventory and Assets - The company recorded inventory write-downs of $823,000 for wheat and $983,000 for hemp seed during the three and six months ended June 30, 2021[38]. - As of June 30, 2021, total inventories amounted to $7.787 million, an increase from $7.297 million as of December 31, 2020[39]. - Property and equipment, net increased to $3.740 million as of June 30, 2021, compared to $3.539 million as of December 31, 2020[40]. - As of June 30, 2021, the Company's net intangible assets totaled $4,068,000, with $1,118,000 in future amortization scheduled[70]. Acquisitions - The acquisition of Industrial Seed Innovations (ISI) in August 2020 was valued at approximately $1,212,000, with $500,000 paid in cash and $432,000 in stock[53]. - The acquisition of Arcadia Wellness on May 17, 2021, totaled approximately $6.1 million, with $4.0 million in cash and $2.1 million in stock[59]. - For the period from May 17 to June 30, 2021, Arcadia Wellness generated approximately $837,000 in revenue and incurred a net loss of $144,000[65]. - The preliminary allocation of the purchase price for Arcadia Wellness included $2.9 million for trade names and trademarks, $360,000 for customer lists, and $1.24 million in goodwill[64]. Liabilities - The Company recorded a total of $14,654,000 in Level 3 liabilities as of June 30, 2021, reflecting a balance increase from $4,987,000 as of December 31, 2020[51]. - Total leased liabilities amounted to $6.69 million as of June 30, 2021, compared to $6.11 million at the end of 2020[79]. - The Company has a contingent liability of $2.0 million related to the Anawah acquisition, reflecting amounts to be paid to previous stockholders[120]. - The contingent consideration related to the ISI acquisition amounts to $280,000, with a $140,000 decrease recorded during the six months ended June 30, 2021[121]. Research and Development - The Company has a collaborative arrangement with Corteva AgriScience for the research and development of improved wheat quality traits in North America[74]. - The Company’s research and development costs are expensed as incurred, in accordance with ASC 730[75]. Stock Options and Compensation - The company had $2.5 million of unrecognized compensation cost related to unvested stock-based compensation grants as of June 30, 2021[104]. - The fair value of stock option awards was estimated using a Black-Scholes model, with expected volatility of 122% for the three months ended June 30, 2021[107]. - The company recognized $0.3 million and $0.7 million of compensation expense for stock options awards for the three and six months ended June 30, 2021, respectively[107]. - The intrinsic value of options outstanding as of June 30, 2021, was $138,915,000[103]. Lease Obligations - As of June 30, 2021, the Company had operating lease assets valued at $6.36 million, an increase from $5.83 million as of December 31, 2020[79]. - The weighted-average remaining lease term was 4.6 years as of June 30, 2021, down from 5.0 years at the end of 2020[81]. - The Company reported a net lease cost of $648,000 for the six months ended June 30, 2021, compared to $659,000 for the same period in 2020[79]. - The Company made lease payments of $42,000 and $48,000 for the six months ended June 30, 2021 and 2020, respectively[129].

Business Strategy - Arcadia Biosciences aims to create good-for-you foods and wellness products from proprietary wheat and hemp platforms[9] - The company intends to position GoodWheat as a global gold standard and leverage GoodHemp's first-mover advantage in the seed and CBD market[9] - Arcadia Biosciences plans to acquire complementary brands and supply chain verticality to increase value capture[9] Acquisition and Synergies - Arcadia Biosciences acquired SoulSpring, a CBD-infused botanical therapy brand, for $4 million in cash and 827,400 shares of common stock[13] - SoulSpring has $6 million in annual recurring revenues and potential for growth and synergy revenues[13] - The acquisition provides Arcadia Consumer Products with a channel network of 5,000+ doors and an opportunity to increase online presence from 5-15% to 25-35% of total revenue[17, 18] CBD Market Overview - The total Hemp CBD market in the US is projected to reach $20 billion[21] - Drinks are poised to show the strongest growth in the CBD category, with a compound annual growth rate (CAGR) of 65% from 2020-2025[22] Financial Results (Q1 2021) - Total revenues increased by 168% from $309,000 in Q1 2020 to $828,000 in Q1 2021[30] - Net income to common stockholders decreased by 19% from $2,525,000 in Q1 2020 to $2,058,000 in Q1 2021[30]