Arcadia Biosciences(RKDA) - 2025 Q1 - Quarterly Report

Part I — Financial Information (Unaudited) This section presents Arcadia Biosciences, Inc.'s unaudited condensed consolidated financial statements and management's discussion and analysis for the quarter ended March 31, 2025 Item 1. Condensed Consolidated Financial Statements This section presents Arcadia Biosciences, Inc.'s unaudited condensed consolidated financial statements, including the balance sheets, statements of operations and comprehensive income (loss), statements of stockholders' equity, and statements of cash flows for the quarter ended March 31, 2025, along with detailed notes explaining significant accounting policies, recent transactions, and financial positions Condensed Consolidated Balance Sheets This section provides a snapshot of the company's financial position, detailing assets, liabilities, and equity at specific reporting dates Condensed Consolidated Balance Sheet Highlights (In thousands) | Metric | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Cash and cash equivalents | $3,159 | $4,242 | | Total current assets | $8,846 | $9,242 | | Total assets | $12,990 | $13,517 | | Total current liabilities | $2,216 | $2,563 | | Common stock warrant and option liabilities | $869 | $2,731 | | Total liabilities | $4,085 | $7,294 | | Total stockholders' equity | $8,905 | $6,223 | - Total assets decreased by $527,000 from December 31, 2024, to March 31, 2025, primarily due to a decrease in cash and cash equivalents[9] - Total liabilities significantly decreased by $3,209,000, mainly driven by a reduction in common stock warrant and option liabilities[9] - Total stockholders' equity increased by $2,682,000, reflecting the net income for the period[9] Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) This section outlines the company's financial performance over a period, including revenues, expenses, and net income or loss Condensed Consolidated Statements of Operations Highlights (In thousands, except per share data) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :------------------------------------------------ | :-------------------------------- | :-------------------------------- | | Total revenues | $1,200 | $987 | | Total operating expenses | $670 | $2,575 | | Income (loss) from continuing operations | $530 | $(1,588) | | Net income (loss) from continuing operations | $2,599 | $(947) | | Net loss from discontinued operations | $— | $(1,476) | | Net income (loss) attributable to common stockholders | $2,599 | $(2,423) | | Net income (loss) per basic share | $1.90 | $(1.78) | | Net income (loss) per diluted share | $1.90 | $(1.78) | - Total revenues increased by 22% to $1.2 million for the three months ended March 31, 2025, compared to $987,000 in the prior year period[13] - The company reported a net income of $2.6 million for the three months ended March 31, 2025, a significant improvement from a net loss of $2.4 million in the same period last year[13] - Basic and diluted EPS improved to $1.90 for the three months ended March 31, 2025, from a loss of $1.78 in the prior year, largely due to a gain on sale of intangible assets and a change in fair value of contingent consideration[13] Condensed Consolidated Statements of Stockholders' Equity This section details changes in the company's equity accounts, reflecting transactions with owners and comprehensive income Condensed Consolidated Statements of Stockholders' Equity Highlights (In thousands, except share data) | Metric | Balance at Dec 31, 2024 | Issuance of shares (ESPP) | Stock-based compensation | Net income | Balance at Mar 31, 2025 | | :----------------------- | :---------------------- | :------------------------ | :----------------------- | :--------- | :---------------------- | | Common Stock (Shares) | 1,364,940 | 2,100 | — | — | 1,367,040 | | Common Stock (Amount) | $65 | $— | $— | $— | $65 | | Additional Paid-In Capital | $285,036 | $5 | $78 | $— | $285,119 | | Accumulated Deficit | $(278,878) | $— | $— | $2,599 | $(276,279) | | Total Stockholders' Equity | $6,223 | $5 | $78 | $2,599 | $8,905 | - Total stockholders' equity increased from $6.2 million at December 31, 2024, to $8.9 million at March 31, 2025, primarily due to net income of $2.6 million[15] - The accumulated deficit decreased by $2.6 million, reflecting the net income reported for the quarter[15] Condensed Consolidated Statements of Cash Flows This section reports the cash generated and used by the company across operating, investing, and financing activities Condensed Consolidated Statements of Cash Flows Highlights (In thousands) | Cash Flow Activity | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net cash used in operating activities | $(1,588) | $(3,210) | | Net cash provided by investing activities | $500 | $4 | | Net cash provided by financing activities | $5 | $5 | | Net decrease in cash and cash equivalents | $(1,083) | $(3,201) | | Cash and cash equivalents — end of period | $3,159 | $3,317 | - Net cash used in operating activities decreased to $1.6 million for the three months ended March 31, 2025, from $3.2 million in the prior year period, indicating improved operational cash management[18] - Investing activities provided $500,000 in cash, primarily from the sale of intangible assets, a significant increase from $4,000 in the prior year[18] - Cash and cash equivalents at the end of the period were $3.2 million, down from $4.2 million at the beginning of the period[18] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and additional information supporting the condensed consolidated financial statements Note 1. Description of Business and Basis of Presentation This note describes the company's business, recent strategic shifts, and the foundational principles used in preparing the financial statements - Arcadia Biosciences, Inc. (the 'Company') focuses on consumer goods, primarily Zola coconut water products, after shifting from wheat-based products[22] - The Company entered an agreement with Bioceres Crop Solutions Corp. (BIOX) on March 28, 2025, transferring certain soy traits and receiving $750,000, while also transferring reduced gluten and oxidative stability patents to BIOX[23] - Arcadia is pursuing a business combination with Roosevelt Resources LP, where Roosevelt's limited partners and general partner will own 90% of Arcadia's common stock post-closing[24] - The Company sold its GoodWheat™ brand to Above Food Corp. for $3.7 million on May 16, 2024, and its non-GMO Resistant Starch durum wheat trait to Corteva Agriscience for $4.0 million on May 14, 2024, monetizing intellectual property and exiting certain wheat-related operations[25][26] - As of March 31, 2025, the Company had an accumulated deficit of $276.3 million and cash and cash equivalents of $3.2 million, raising substantial doubt about its ability to continue as a going concern for the next 12 months[33][34] Note 2. Recent Accounting Pronouncements This note outlines recently issued accounting standards and their potential impact on the company's financial reporting - The FASB issued ASU No. 2023-09, effective for fiscal years beginning after December 15, 2024, requiring additional income tax disclosures, which the Company is currently evaluating[36] - ASU No. 2024-03, effective for annual reporting periods beginning after December 15, 2026, mandates quantitative disclosures for employee compensation, selling expenses, and inventory purchases, with the Company evaluating its impact[37] Note 3. Discontinued Operations This note details the financial results and impact of business segments that the company has exited or plans to exit - The GoodWheat brand was sold on May 16, 2024, and its operations ceased during the second quarter of 2024, leading to its classification as a discontinued operation[38][39] Net Loss from Discontinued Operations (In thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Product revenue | $— | $268 | | Cost of revenues | $— | $(349) | | Research and development | $— | $(267) | | Selling, general and administrative | $— | $(1,126) | | Net loss from discontinued operations | $— | $(1,476) | Note 4. Inventory This note provides details on the company's inventory valuation methods and composition - Inventories are stated at the lower of cost or net realizable value, with adjustments made for deterioration, obsolescence, or changes in price levels[41] Inventories, Net (In thousands) | Category | March 31, 2025 | December 31, 2024 | | :--------------- | :------------- | :---------------- | | Raw materials | $420 | $289 | | Finished goods | $865 | $615 | | Total Inventories | $1,285 | $904 | Note 5. Property and Equipment, Net This note presents the company's property and equipment, net of accumulated depreciation and amortization Property and Equipment, Net (In thousands) | Category | March 31, 2025 | December 31, 2024 | | :-------------------------------- | :------------- | :---------------- | | Software and computer equipment | $291 | $291 | | Furniture and fixtures | $32 | $32 | | Leasehold improvements | $1,584 | $1,584 | | Property and equipment, gross | $1,907 | $1,907 | | Less: accumulated depreciation and amortization | $(1,879) | $(1,866) | | Property and equipment, net | $28 | $41 | - Depreciation expense for the three months ended March 31, 2025, was $13,000, a decrease from $51,000 in the same period of 2024[43] Note 6. Investments and Fair Value Instruments This note describes the company's investments and financial instruments measured at fair value, including valuation methodologies Cash Equivalents at Fair Value (In thousands) | Category | March 31, 2025 | December 31, 2024 | | :--------------- | :------------- | :---------------- | | Money market funds | $2,034 | $2,757 | - The Company's Level 3 liabilities include a contingent liability from the Anawah acquisition and preferred investment options, valued using unobservable inputs and the Black-Scholes Model, respectively[48][49][50] Changes in Level 3 Liabilities (In thousands) | Category | Balance as of Dec 31, 2024 | Change in fair value | Balance as of Mar 31, 2025 | | :-------------------------------- | :------------------------- | :------------------- | :------------------------- | | March 2023 Options - Series A | $2,285 | $(1,562) | $723 | | March 2023 Placement Agent Options | $90 | $(59) | $31 | | August 2022 Options | $349 | $(236) | $113 | | August 2022 Placement Agent Options | $7 | $(5) | $2 | | Note Receivable Bifurcated Derivatives | $250 | $— | $250 | | Contingent Liabilities | $2,000 | $(1,000) | $1,000 | | Total | $4,981 | $(2,862) | $2,119 | Note 7. Note Receivable and Embedded Derivatives This note details the company's note receivable, including its terms, discount, and any bifurcated embedded derivatives - In connection with the GoodWheat brand sale, Arcadia received a $6.0 million promissory note from Above Food, accruing interest at the Wall Street Journal prime rate, with principal payments due over three years[53] - The promissory note was recorded at a $545,000 discount, amortized over its term, and generated $69,000 in discount amortization and $111,000 in interest income for the three months ended March 31, 2025[55] - Contingent features of the promissory note were bifurcated as embedded derivatives, with an estimated fair value of $250,000 as of March 31, 2025, reported as a noncurrent note receivable[56] Note 8. Consolidated Joint Venture This note provides information on the company's joint venture, including its purpose and current status - Arcadia and Legacy Ventures Hawaii, LLC formed Archipelago Ventures Hawaii, LLC in 2019 to develop and commercialize hemp-derived products[57] - In October 2021, the cultivation activities of Archipelago were mutually agreed to be wound down due to regulatory challenges and a saturated hemp market[58] Note 9. Collaborative Arrangements This note describes the company's collaborative agreements, including terms, asset sales, and revenue recognition - The Company had a collaborative arrangement with Corteva Agriscience for the research, development, and commercialization of its non-GMO RS durum wheat trait in North America[59] - On May 14, 2024, Arcadia sold its RS durum wheat trait to Corteva for $4.0 million in cash, recognizing a gain of the same amount as the trait had no carrying value[61] Note 10. Leases This note details the company's lease assets and liabilities, including lease terms and associated costs Lease Assets and Liabilities (In thousands) | Category | March 31, 2025 | December 31, 2024 | | :---------------- | :------------- | :---------------- | | Operating lease assets | $19 | $137 | | Operating lease liability — current | $21 | $155 | Net Lease (Income) Cost (In thousands) | Lease Cost | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :---------------- | :-------------------------------- | :-------------------------------- | | Operating lease cost | $119 | $265 | | Short term lease cost | $3 | $3 | | Sublease income | $(143) | $(121) | | Net lease (income) cost | $(21) | $147 | - The weighted-average remaining lease term was 0.5 years as of March 31, 2025, with a weighted-average discount rate of 6.5%[64] Note 11. Warrants and Options This note provides information on the company's outstanding equity and liability classified warrants and options Equity Classified Common Stock Warrants Outstanding | Warrant Type | Outstanding at Dec 31, 2024 | Exercised during Q1 2025 | Outstanding at Mar 31, 2025 | | :-------------------------------- | :-------------------------- | :----------------------- | :-------------------------- | | March 2023 Pre-Funded Warrants | — | — | — | | December 2022 Service and Performance Warrants | 1,000 | — | 1,000 | | October 2022 Service and Performance Warrants | 1,000 | — | 1,000 | | January 2021 Placement Agent Warrants | 9,846 | — | 9,846 | | December 2020 Warrants | 16,367 | — | 16,367 | | December 2020 Warrants | 49,100 | — | 49,100 | | December 2020 Placement Agent Warrants | 3,274 | — | 3,274 | | July 2020 Warrants | 16,036 | — | 16,036 | | July 2020 Placement Agent Warrants | 802 | — | 802 | | May 2020 Warrants | 9,946 | — | 9,946 | | May 2020 Warrants | 24,863 | — | 24,863 | | May 2020 Placement Agent Warrants | 1,741 | — | 1,741 | | January 2021 Warrants | 7,831 | — | 7,831 | | January 2021 Warrants | 90,629 | — | 90,629 | | September 2019 Warrants | 9,892 | (9,892) | — | | September 2019 Warrants | 6,594 | (6,594) | — | | June 2019 Warrants | 10,896 | (10,896) | — | | Total | 259,817 | (27,382) | 232,435 | - Certain September 2019 and June 2019 warrants expired during the three months ended March 31, 2025, reducing the total outstanding equity-classified warrants[67][68] Liability Classified Preferred Investment Options Outstanding | Option Type | Outstanding at Dec 31, 2024 | Exercised during Q1 2025 | Outstanding at Mar 31, 2025 | | :-------------------------------- | :-------------------------- | :----------------------- | :-------------------------- | | March 2023 Options - Series A | 666,334 | — | 666,334 | | March 2023 Placement Agent Options | 33,317 | — | 33,317 | | August 2022 Options | 118,063 | — | 118,063 | | August 2022 Placement Agent Options | 5,904 | — | 5,904 | | Total | 823,618 | — | 823,618 | - The liability-classified preferred investment options, including those from March 2023 Private Placement and August 2022 Registered Direct offerings, are adjusted to fair value at each balance sheet date, with changes recorded in the statements of operations[70] Note 12. Stock-Based Compensation and Employee Stock Purchase Program This note details the company's stock-based compensation plans and employee stock purchase program, including related expenses - The Company operates under the 2006 Stock Plan and the 2015 Omnibus Equity Incentive Plan, with 147,038 shares available for future grant under the 2015 Plan as of March 31, 2025[71][72][73] Stock Option Information | Metric | As of March 31, 2025 | | :-------------------------------- | :------------------- | | Outstanding Options (Shares) | 191,511 | | Weighted Average Exercise Price | $14.92 | | Vested and Expected to Vest (Shares) | 177,989 | | Exercisable (Shares) | 29,741 | - Unrecognized compensation cost related to unvested stock-based grants was $251,000 as of March 31, 2025, to be recognized over a weighted-average remaining period of 1.0 years[75] - Stock-based compensation expense was $78,000 for the three months ended March 31, 2025, down from $138,000 in the prior year[78] - The Employee Stock Purchase Plan (ESPP) allows eligible employees to purchase shares at a discount, with 1,108 shares reserved for future issuance as of March 31, 2025[79] Note 13. Income Taxes This note explains the company's income tax provisions, effective tax rate, and any tax-related contingencies - The Company's effective tax rate was 0.00% for the three months ended March 31, 2025, and 2024, primarily due to a full valuation allowance on net deferred tax assets[81] - The Archipelago joint venture was selected for an IRS audit for the 2021 tax year, with the Company accepting adjustments and submitting push-out election forms in Q1 2025, expecting no penalties or interest[83] Note 14. Commitments and Contingencies This note discloses the company's significant commitments, legal proceedings, and contingent liabilities - The Company is involved in a legal proceeding related to Proposition 65, alleging BPA exposure in coconut water containers, and intends to vigorously defend against the claims[87] - Several demand letters have been received from purported stockholders regarding alleged deficiencies in the preliminary proxy statement for the Roosevelt Exchange Agreement, which the Company believes are without merit[88] - A contingent liability related to the 2005 Anawah acquisition was reduced to $1.0 million as of March 31, 2025, following the abandonment of one of the two remaining development programs[90] Note 15. Segment Reporting This note provides information on the company's operating segments and how performance is evaluated by management - The Company operates as a single operating and reportable segment, primarily deriving revenue from the sale of Zola coconut water[93] - The Chief Executive Officer, as the chief operating decision maker (CODM), evaluates performance based on consolidated net income (loss) from continuing operations[93] Segment Operations Highlights (In thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Total revenues | $1,200 | $987 | | Net income (loss) from continuing operations | $2,599 | $(947) | Note 16. Net Income (Loss) per Share This note presents the calculation of basic and diluted net income or loss per share for the reporting periods Net Income (Loss) per Share (Basic and Diluted) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net income (loss) attributable to common stockholders | $2,599 | $(2,423) | | Weighted average common shares outstanding (Basic) | 1,366,060 | 1,361,657 | | Basic net income (loss) per share | $1.90 | $(1.78) | | Weighted average common shares outstanding (Diluted) | 1,366,203 | 1,361,657 | | Diluted net income (loss) per share | $1.90 | $(1.78) | - Basic and diluted net income per share significantly improved to $1.90 for the three months ended March 31, 2025, compared to a loss of $1.78 in the prior year, reflecting the Company's return to profitability[97] Note 17. Related-Party Transactions This note discloses transactions between the company and its related parties, including royalty agreements - The Company has related-party transactions with Moral Compass Corporation (MCC) and the John Sperling Foundation (JSF), with JSF receiving single-digit royalties from product sales or license payments involving intellectual property developed under BHL research funding[98][99] - Royalty fees due to JSF were $30,000 as of March 31, 2025, and December 31, 2024, with no future royalty fees expected as product sales related to this intellectual property ceased as of December 31, 2024[99][100] Note 18. Subsequent Events This note reports significant events that occurred after the balance sheet date but before the financial statements were issued - On April 30, 2025, the Exchange Agreement with Roosevelt Resources LP was amended, extending the termination date to August 15, 2025, and fixing the number of shares issuable to Limited Partners at 90% of outstanding common stock post-closing[101] - On May 1, 2025, Arcadia delivered a notice to Above Food Corp. to require the issuance of approximately 3.5 million publicly traded shares of Above Food Ingredients Inc. (AFII) common stock, which will constitute a prepayment of the final $2.0 million principal installment of the promissory note[102][103] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on the Company's financial condition and results of operations for the three months ended March 31, 2025, compared to the same period in 2024. It covers key financial metrics, recent strategic transactions, liquidity, capital resources, and critical accounting estimates Special Note Regarding Forward-Looking Statements This section cautions readers that the report contains forward-looking statements subject to inherent risks and uncertainties - The report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially from projections[104] Overview This section provides a high-level summary of the company's business, strategic shifts, and key transactions - Arcadia has transitioned its focus to consumer goods, primarily Zola coconut water products, leveraging its science-based approach[106] - Key strategic transactions include the sale of the non-GMO Resistant Starch durum wheat trait to Corteva for $4.0 million and the GoodWheat™ brand to Above Food for $3.7 million in May 2024[107][108] - The Company entered a Securities Exchange Agreement with Roosevelt Resources LP in December 2024, which, upon closing, will result in Roosevelt's limited partners owning 90% of Arcadia's common stock[109] - An agreement with Bioceres Crop Solutions Corp. (BIOX) in March 2025 involved the transfer of soy traits to Arcadia and the sale of Arcadia's reduced gluten and oxidative stability patents to BIOX for $750,000[111] Our Products This section describes the company's primary product offerings and their market positioning - Zola Coconut Water is the Company's primary product, sourced from Thailand, offering natural hydration and electrolytes, and is Non-GMO Project Verified[113] - Arcadia no longer retains effective commercialization rights to its resistant starch portfolio of patents and does not expect future license or royalty fees from wheat-based intellectual property[114] Discontinued Operations (MD&A) This section discusses the financial impact and status of operations that the company has exited - The GoodWheat brand has been exited and its financial results are reported as discontinued operations for all periods presented[115] Components of Our Statements of Operations Data This section explains the key revenue and expense categories within the company's statements of operations - Product revenues primarily consist of sales of Zola and GLA products, recognized upon transfer of control to distributors[116] - Cost of revenues mainly relates to Zola products, including product and freight costs, and inventory adjustments[117] - Research and development expenses are expensed as incurred, primarily consisting of fees to product formulation consultants[118] - Selling, general and administrative expenses include employee costs, professional service fees, and overhead[122] - Changes in fair value of common stock warrant and option liabilities reflect the remeasurement of liabilities from financing transactions[125] Results of Operations This section analyzes the company's financial performance, comparing current period results to prior periods Results of Operations Comparison (Three Months Ended March 31, In thousands) | Metric | 2025 | 2024 | $ Change | % Change | | :------------------------------------------------ | :--- | :--- | :------- | :------- | | Product revenues | $1,200 | $987 | $213 | 22% | | Cost of revenues | $682 | $471 | $211 | 45% | | Research and development | $— | $6 | $(6) | (100)% | | Gain on sale of intangible assets | $(750) | $— | $(750) | 100% | | Change in fair value of contingent consideration | $(1,000) | $— | $(1,000) | 100% | | Selling, general and administrative | $1,738 | $2,062 | $(324) | (16)% | | Net income (loss) from continuing operations | $2,599 | $(947) | $3,546 | (374)% | | Net loss from discontinued operations | $— | $(1,476) | $1,476 | (100)% | | Net income (loss) attributable to common stockholders | $2,599 | $(2,423) | $5,022 | (207)% | - Product revenues increased by 22% due to a 90% increase in Zola coconut water sales volume, with no price increases[128] - Operating expenses decreased by 74%, primarily due to a $750,000 gain on sale of intangible assets and a $1.0 million gain from the change in fair value of contingent consideration[127][132][133] - Net income from continuing operations significantly improved to $2.6 million from a loss of $947,000 in the prior year, driven by gains and reduced SG&A expenses[127] Seasonality This section describes how seasonal factors influence the company's sales volumes and financial performance - Sales volumes for coconut water products are typically highest during the second and third fiscal quarters due to warmer weather[139] Liquidity & Capital Resources This section assesses the company's ability to meet its short-term and long-term financial obligations and fund operations - The Company's operations have been funded primarily through equity financings and proceeds from product sales and license agreements[140] Liquidity and Working Capital (In thousands) | Metric | As of March 31, 2025 | As of December 31, 2024 | | :---------------- | :------------------- | :---------------------- | | Current assets | $8,846 | $9,242 | | Current liabilities | $2,216 | $2,563 | | Working capital surplus | $6,630 | $6,679 | - As of March 31, 2025, cash and cash equivalents were $3.2 million, and a current note receivable was $2.0 million, which management believes are insufficient for the next 12 months, raising substantial doubt about going concern[140][141] Cash Flows Summary (Three Months Ended March 31, In thousands) | Cash Flow Activity | 2025 | 2024 | | :-------------------------------- | :--- | :--- | | Net cash used in operating activities | $(1,588) | $(3,210) | | Net cash provided by investing activities | $500 | $4 | | Net cash provided by financing activities | $5 | $5 | | Net decrease in cash | $(1,083) | $(3,201) | Off-Balance Sheet Arrangements This section discloses any significant transactions or obligations not recorded on the company's balance sheet - The Company has not engaged in any off-balance sheet arrangements since its inception, other than Verdeca, which was disposed of in November 2020[150] Critical Accounting Estimates This section highlights accounting estimates that require significant management judgment and can materially impact financial results - Critical accounting estimates include revenue recognition, determination of the provision for income taxes, and net realizable value of inventory, which involve significant management judgment[152] Item 3. Quantitative and Qualitative Disclosures About Market Risk This section states that quantitative and qualitative disclosures about market risk are not required for the Company - The Company is not required to provide quantitative and qualitative disclosures about market risk[154] Item 4. Controls and Procedures This section details the evaluation of the Company's disclosure controls and procedures and reports on changes in internal control over financial reporting - As of March 31, 2025, the President and CEO and CFO concluded that the Company's disclosure controls and procedures were effective at a reasonable assurance level[156] - There were no changes in internal control over financial reporting during the quarter ended March 31, 2025, that materially affected or are reasonably likely to materially affect the Company's internal control[157] Part II — Other Information This section provides additional information not covered in the financial statements, including legal proceedings, risk factors, and exhibits Item 1. Legal Proceedings This section refers to Note 14 of the Condensed Consolidated Financial Statements for a discussion of legal proceedings - Information regarding legal proceedings is detailed in Note 14 of the Condensed Consolidated Financial Statements[158] Item 1A. Risk Factors This section directs readers to the Company's Annual Report on Form 10-K for a comprehensive discussion of risk factors - Readers should refer to Part I, 'Item 1A. Risk Factors' in the Company's Annual Report on Form 10-K for the year ended December 31, 2024, for a discussion of factors that could materially affect the business[159] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds This section states that there were no unregistered sales of equity securities or use of proceeds during the reporting period - There were no unregistered sales of equity securities and use of proceeds during the quarter ended March 31, 2025[160] Item 3. Defaults Upon Senior Securities This section indicates that there were no defaults upon senior securities during the reporting period - There were no defaults upon senior securities during the quarter ended March 31, 2025[161] Item 4. Mine Safety Disclosures This section states that mine safety disclosures are not applicable to the Company - Mine safety disclosures are not applicable to the Company[162] Item 5. Other Information This section reports on other information, specifically regarding Rule 10b5-1 trading arrangements - No director or officer adopted or terminated a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement during the quarter ended March 31, 2025[163] Item 6. Exhibits This section lists the exhibits filed as part of the Form 10-Q, including agreements, certifications, and XBRL documents - Exhibits include the agreement between Bioceres and Arcadia, Principal Executive and Financial Officer's Certifications (Sections 302 and 906 of Sarbanes-Oxley Act), and Inline XBRL documents[165] SIGNATURES This section contains the official signatures of the company's principal executive and financial officers, certifying the report - The report is signed by Thomas J. Schaefer, President and Chief Executive Officer, and Mark Kawakami, Chief Financial Officer, on May 8, 2025[171]