Benson Hill, Inc. - Quarter Report: 2023 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023


o			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 001-39835

Benson Hill, Inc.

(Exact name of registrant as specified in its charter)


Delaware			85-3374823
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

1001 North Warson Rd	St. Louis,	Missouri	63132
(Address of Principal Executive Offices)			(Zip Code)

(314) 222-8218

(Registrant's telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	BHIL	The New York Stock Exchange
Warrants exercisable for one share of common stock at an exercise price of $11.50	BHIL WS	The New York Stock Exchange

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 x No o

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 x No o

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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

Accelerated filer

Non-accelerated filer

Smaller reporting company

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

As of November 7, 2023, 208,379,035 shares of the registrant’s Common Stock, par value $0.0001, were issued and outstanding.

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Benson Hill, Inc.

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		Page
Part I - Financial Information
Item 1.	Condensed Consolidated Financial Statements	4
	Condensed Consolidated Balance Sheets (Unaudited)	4
	Condensed Consolidated Statements of Operations (Unaudited)	5
	Condensed Consolidated Statements of Comprehensive Loss (Unaudited)	6
	Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)	7
	Condensed Consolidated Statements of Cash Flows (Unaudited)	8
	Notes to the Condensed Consolidated Financial Statements (Unaudited)	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	39
Part II - Other Information
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	65
Item 3.	Defaults Upon Senior Securities	66
Item 4.	Mine Safety Disclosures	66
Item 5.	Other Information	66
Item 6.	Exhibits	67
Signatures		68

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Part I - Financial Information

Item 1. Financial Statements

Benson Hill, Inc.

Condensed Consolidated Balance Sheets (Unaudited)
(In Thousands, Except Per Share Data)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	12,041	$	25,053
Restricted cash	20,438		17,912
Marketable securities	53,524		132,121
Accounts receivable, net	37,553		28,591
Inventories, net	30,419		62,110
Prepaid expenses and other current assets	13,883		11,434
Current assets of discontinued operations	555		23,507
Total current assets	168,413		300,728
Property and equipment, net	99,628		99,759
Finance lease right-of-use assets, net	61,511		66,533
Operating lease right-of-use assets	5,542		1,660
Goodwill and intangible assets, net	7,587		27,377
Other assets	9,838		4,863
Total assets	$	352,519	$	500,920

Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	14,134	$	36,717
Finance lease liabilities, current portion	3,935		3,318
Operating lease liabilities, current portion	1,456		364
Long-term debt, current portion	35,581		2,242
Accrued expenses and other current liabilities	18,639		33,435
Current liabilities of discontinued operations	871		16,441
Total current liabilities	74,616		92,517
Long-term debt, less current portion	73,596		103,991
Finance lease liabilities, less current portion	75,399		76,431
Operating lease liabilities, less current portion	6,333		1,291
Warrant liabilities	1,694		24,285
Conversion option liabilities	21		8,091
Deferred income taxes	155		283
Other non-current liabilities	231		129
Total liabilities	232,045		307,018
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 207,981 and 206,668 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively	21		21
Additional paid-in capital	609,554		609,450
Accumulated deficit	(485,939)		(408,474)
Accumulated other comprehensive loss	(3,162)		(7,095)
Total stockholders’ equity	120,474		193,902
Total liabilities and stockholders’ equity	$	352,519	$	500,920

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Operations (Unaudited)
(In Thousands, Except Per Share Data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues	$	113,066	$	122,296	356,747		282,053
Cost of sales	108,927		116,365		340,117		279,315
Gross profit (loss)	4,139		5,931		16,630		2,738
Operating expenses:
Research and development	10,525		11,438		33,480		35,739
Selling, general and administrative expenses	17,874		18,912		44,892		59,448
Impairment of goodwill	—		—		19,226		—
Total operating expenses	28,399		30,350		97,598		95,187
Loss from operations	(24,260)		(24,419)		(80,968)		(92,449)
Other (income) expense:
Interest expense, net	7,179		6,200		20,425		16,030

Changes in fair value of warrants and conversion option	(12,001)		(4,036)		(30,661)		(41,676)
Other expense, net	(201)		(181)		2,588		2,104
Total other (income) expense, net	(5,023)		1,983		(7,648)		(23,542)
Net loss from continuing operations before income taxes	(19,237)		(26,402)		(73,320)		(68,907)
Income tax expense (benefit)	6		13		(117)		30
Net loss from continuing operations, net of income taxes	(19,243)		(26,415)		$	(73,203)	$	(68,937)
Net income (loss) from discontinued operations, net of income taxes (refer to Note 4, Discontinued Operations)	1,673		(3,754)		(4,262)		(5,362)
Net loss attributable to common stockholders	$	(17,570)	$	(30,169)	$	(77,465)	$	(74,299)

Net loss per common share:
Basic and diluted net loss per common share from continuing operations	$	(0.10)	$	(0.14)	$	(0.39)	$	(0.39)
Basic and diluted net loss per common share from discontinued operations	$	0.01	$	(0.02)	$	(0.02)	$	(0.03)
Basic and diluted total net loss per common share	$	(0.09)	$	(0.16)	$	(0.41)	$	(0.42)
Weighted average shares outstanding:
Basic and diluted weighted average shares outstanding	188,223		186,097		187,691		177,539

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
(In Thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss attributable to common stockholders	$	(17,570)	$	(30,169)	$	(77,465)	$	(74,299)
Foreign currency:
Comprehensive income (loss)	—		(1)		—		(46)
	—		(1)		—		(46)
Marketable securities:
Comprehensive income (loss)	395		(1,759)		875		(9,918)
Adjustment for net loss (income) realized in net loss	14		(97)		3,058		2,132
	409		(1,856)		3,933		(7,786)
Total other comprehensive income (loss)	409		(1,857)		3,933		(7,832)
Total comprehensive loss	$	(17,161)	$	(32,026)	$	(73,532)	$	(82,131)

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
(In Thousands, Except Per Share Data)


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2022	206,668	$	21	$	609,450	$	(408,474)	$	(7,095)	$	193,902
Stock option exercises, net	791	—		121		—		—		121
Stock-based compensation expense	—	—		2,814		—		—		2,814

Comprehensive income (loss)	—	—		—		(3,054)		856		(2,198)
Balance as of March 31, 2023	207,459	$	21	$	612,385	$	(411,528)	$	(6,239)	$	194,639
Stock option exercises, net	8	—		19		—		—		19
Stock-based compensation expense	—	—		(3,882)		—		—		(3,882)
Comprehensive income (loss)	—	—		—		(56,841)		2,668		(54,173)
Balance as of June 30, 2023	207,467	$	21	$	608,522	$	(468,369)	$	(3,571)	$	136,603
Stock option exercises, net	514	—		109		–		–		109

Stock-based compensation expense	—	–		923		–		–		923
Comprehensive income (loss)	—	–		–		(17,570)		409		(17,161)
Balance at Balance as of September 30, 2023	207,981	$	21	$	609,554	$	(485,939)	$	(3,162)	$	120,474


	Common Stock			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders’ Equity
	Shares	Amount
Balance as of December 31, 2021	178,089	$	18	$	533,101	$	(280,569)	$	(1,103)	$	251,447
Stock option exercises, net	830	—		636		—		—		636
Stock-based compensation expense	—	—		5,683		—		—		5,683
PIPE Investment, net of issuance cost of $3,456	26,150	3		54,925		—		—		54,928
Comprehensive loss	—	—		—		(16,576)		(2,624)		(19,200)
Balance as of March 31, 2022	205,069	$	21	$	594,345	$	(297,145)	$	(3,727)	$	293,494
Stock option exercises, net	547	—		715		—		—		715
Stock-based compensation expense	—	—		5,676		—		—		5,676
Comprehensive loss	—	—		—		(27,554)		(3,351)		(30,905)
Balance as of June 30, 2022	205,616	$	21	$	600,736	$	(324,699)	$	(7,078)	$	268,980
Stock option exercises, net	727	—		736		—		—		736
Vesting of restricted stock units, net	94	—		—		$	—	$	—	—
Stock-based compensation expense	—	—		4,412		$	—	$	—	4,412

Comprehensive loss	—	—		—		(30,169)		(1,857)		(32,026)
Balance as of September 30, 2022	206,437	$	21	$	605,884	$	(354,868)	$	(8,935)	$	242,102

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Condensed Consolidated Statements of Cash Flows (Unaudited)
(In Thousands)


	Nine Months Ended September 30,
	2023		2022
Operating activities
Net loss	$	(77,465)	$	(74,299)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	16,056		16,504
Stock-based compensation expense	(347)		15,771
Bad debt expense	(263)		724
Changes in fair value of warrants and conversion option	(30,661)		(41,676)
Accretion and amortization related to financing activities	6,624		8,481
Realized losses on sale of marketable securities	3,058		2,132
Impairment of goodwill	19,226		—

Other	1,815		4,180
Changes in operating assets and liabilities:
Accounts receivable	(3,073)		(7,208)
Inventories	43,323		6,441
Other assets and other liabilities	(4,170)		8,052
Accounts payable	(32,306)		(6,093)
Accrued expenses	(15,685)		2,604
Net cash used in operating activities	(73,868)		(64,387)
Investing activities
Purchases of marketable securities	(87,619)		(350,333)
Proceeds from maturities of marketable securities	66,193		109,514
Proceeds from sales of marketable securities	99,838		170,217
Purchase of property and equipment	(10,127)		(11,835)
Acquisition, net of cash acquired	—		(1,044)
Proceeds from divestiture of discontinued operations	2,378		—
Proceeds from an insurance claim from a prior business acquisition	1,533		—
Other	41		—
Net cash provided by (used in) investing activities	72,237		(83,481)
Financing activities
Contributions from PIPE Investment, net of transaction costs $3,761 in 2022	—		80,825
Repayments of long-term debt	(4,874)		(6,736)
Proceeds from issuance of long-term debt	—		24,078
Payments of debt issuance costs	(2,000)		(38)
Borrowing under revolving line of credit	—		18,970
Repayments under revolving line of credit	—		(19,017)
Payments of finance lease obligations	(2,428)		(1,103)
Proceeds from exercise of stock awards, net of withholding taxes	249		1,950

Net cash (used in)/provided by financing activities	(9,053)		98,929
Effect of exchange rate changes on cash	—		(46)
Net decrease in cash and cash equivalents	(10,684)		(48,985)
Cash, cash equivalents and restricted cash, beginning of period	43,321		78,963
Cash, cash equivalents and restricted cash, end of period	$	32,637	$	29,978

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Supplemental disclosure of cash flow information
Cash paid for taxes	$	35	$	1
Cash paid for interest	$	14,523	$	9,864
Supplemental disclosure of non-cash activities

Purchases of property and equipment included in liabilities	$	125	$	2,710
Financing leases commencing in the period	$	—	$	806

See accompanying notes to the condensed consolidated financial statements (unaudited).

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(In Thousands, Except Per Share Data)

1. Description of Business

Benson Hill, Inc. and subsidiaries (collectively, “Benson Hill”, the “Company”, “we”, “us”, or “our”) is a food technology company on a mission to lead the pace of innovation in food. We have a vision to build a healthier and happier world by unlocking the natural genetic diversity of plants with our leading technology platform, CropOS®. Starting with consumer demand, we leverage CropOS® and advanced breeding techniques to design food that’s better from the beginning: more nutritious, more functional, and more accessible, while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where the majority of our research and development activities are managed. We operate a soy crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, and we process dry peas in North Dakota. We recently sold our soy crushing facility in Seymour, Indiana. We sell our products throughout North America, in Europe and in several countries globally.

Fresh Business Segment Divestiture

On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. J&J was the main component of the former Fresh segment. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, we closed the Stock Sale. Our strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and to be presented as a discontinued operation. Refer to Note 4, Discontinued Operations for further details on the divestiture of the former Fresh segment.

Liquidity and Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial reporting and Securities and Exchange Commission (“SEC”) regulations, assuming we will continue as a going concern.

For the three and nine months ended September 30, 2023, we incurred a net loss from continuing operations of $19,243 and $73,203, respectively, and for the nine months ended September 30, 2023, we had negative cash flows from operating activities of $73,868 and had capital expenditures of $10,127. As of September 30, 2023, we had cash and marketable securities of $65,565 and restricted cash of $20,438. Furthermore, as of September 30, 2023, we had an accumulated deficit of $485,939 and term debt and notes payable of $109,177, which are subject to repayment terms and covenants further described in Note 9, De bt and Note 16, Subsequent Events. Specifically, as of the fourth quarter of 2023, the Convertible Notes Payable becomes due and payable in full on March 1, 2024. Further, there is a risk to our compliance with the financial covenants on the Convertible Notes Payable. We have incurred significant losses since our inception, primarily to fund investment into technology and costs associated with early-stage commercialization of products.

These factors, coupled with expected debt repayments and capital expenditures indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the condensed consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern within one year after the date the financial statements are issued.

During the first quarter of 2023, we entered into a third amendment to our existing Convertible Loan and Security Agreement, which among other things, extended the interest-only period by six months through the second quarter of 2024, and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. During the fourth quarter of 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement, which among other things, changed the maturity date to March 1, 2024, updated the prepayment fee to be equal to 1% of any prepayments made prior to January 14, 2024, and the “final payment” was increased from 12.70% to 17.70% of the original Commitment amount of $100,000. Refer to Note 16, Subsequent Events for further details. Further, during the fourth quarter of 2023, we sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $36,000 of total gross proceeds, which includes $25,900 for the facility assets and the remainder for net working capital, subject to certain adjustments,

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

including an adjustment for inventory and other working capital. The Company utilized funds from the proceeds of the sale of the Seymour facility, in combination with restricted cash, to pay down a portion of the Convertible Notes Payable subsequent to the close date. Refer to Note 16, Subsequent Events for further details. In addition, our liquidity plans and operating budget include further actions that management believes are probable of being achieved in the 12 months after the date the condensed consolidated financial statements were issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of the organization. Further, we are considering additional actions to allow us to meet our obligations as they come due including exploring options to divest our processing assets, supplementing cash needs by selling additional shares of our common stock, or securities convertible into common stock, to the public through our shelf registration statement, or otherwise, or obtaining alternative forms of financing which may or may not be dilutive. There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties.

For the three and nine months ended September 30, 2023, we recognized severance charges of $386 and $1,624, respectively, within selling, general and administrative expenses on the Condensed Consolidated Statement of Operations.

2. Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. GAAP for interim financial reporting and SEC regulations. The unaudited condensed consolidated financial statements include the accounts of the Company and our wholly-owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2023. A description of our significant accounting policies is included in the notes to our audited consolidated financial statements in our Annual Report on Form 10-K for the year ended December 31, 2022. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2022 audited consolidated financial statements and the notes thereto.

Any reference in these notes to applicable guidance is meant to refer to the authoritative U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and an Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”).

Certain prior period balances have been reclassified to conform to the current period presentation in the unaudited condensed consolidated financial statements and the accompanying notes.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act and have elected to take advantage of the benefits of the extended transition period for new or revised financial accounting standards. We expect to remain an emerging growth company at least through December 31, 2023 and expect to continue to take advantage of the benefits of the extended transition period, although we may decide to early adopt such new or revised accounting standards to the extent permitted by such standards. We expect to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and non-public companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the Jumpstart Our Business Startups Act of 2012 (“JOBS Act”). This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

In addition, we intend to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, we intend to rely on such exemptions, we are not required to, among other things: (a) provide an auditor’s attestation report on our system of internal control over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (b) provide all of the compensation disclosures that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (c) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (d) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

We will remain an emerging growth company under the JOBS Act until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Significant management estimates include those with respect to allowance for doubtful accounts, reserves for inventory obsolescence, the recoverability of long-lived assets, intangibles and goodwill and the estimated value of our warrant liabilities and conversion option liabilities.

Cash, Cash Equivalents and Restricted Cash

We consider all short-term, highly liquid investments with maturities of 90 days or less at the acquisition date to be cash equivalents. Restricted cash primarily represents cash proceeds from the sale of certain assets pursuant to the covenants with a lender. Restricted cash is classified as non-current if we expect that the cash will remain restricted for a period greater than one year. Current restricted cash is included in the prepaid expenses and other current assets on the condensed consolidated balance sheets.

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $158 of cash and cash equivalents reported within current assets of discontinued operations as of September 30, 2023 to the amount shown in the condensed consolidated statements of cash flows. There was no restricted cash as of September 30, 2022.


	September 30, 2023
Cash and cash equivalents	$	12,199
Restricted cash, current	20,438
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	32,637

Goodwill and Intangible Assets

Goodwill, arising from a business combination as the excess of purchase price and related costs over the fair value of identifiable assets acquired and liabilities assumed is not amortized and is subject to an annual impairment test as of December 1, unless events indicate an interim test is required. In performing this impairment test, management will first qualitatively assess indicators of a reporting unit’s fair value. If, after completing the qualitative assessment, management believes it is likely that a reporting unit is impaired, a discounted cash flow analysis is prepared to estimate the fair value of the reporting unit.

Critical estimates in the determination of the fair value of each reporting unit include, but are not limited to, future expected cash flows based on estimates of future sales volumes, sales prices, production costs, and discount rates. These estimates

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

generally constitute unobservable Level 3 inputs under the fair value hierarchy. An adjustment to goodwill will be recorded for any goodwill that is determined to be impaired.

During the second quarter of 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19,226, which represented the entire goodwill balance prior to the impairment charge. The goodwill impairment charge had an immaterial impact on the provision for income taxes.

We performed an interim impairment analysis for the Ingredients reporting unit as of June 30, 2023, using a discounted cash flow model (a form of the income approach), utilizing Level 3 unobservable inputs. Our estimates in this analysis included, but were not limited to, future cash flow projections, the weighted average cost of capital, the terminal growth rate, and the tax rate. The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry.

For the quarter ended September 30, 2023, we determined there was no impairment of our intangible assets. However, we are currently exploring a broad strategic review of our business which could result in us being unable to recover all or a portion of the carrying value of our intangible assets. The amount and timing of any impairment charge would depend on a number of factors including the structure, timing, and scope of any assets disposed in any future transactions.

Impairment of Long-lived Assets

We review long-lived assets, including lease right-of-use assets, for impairment whenever events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. We conduct our long-lived asset impairment analysis in accordance with ASC 360-10, Impairment or Disposal of Long-Lived Assets, which requires us to group assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluate the asset group against the sum of the undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset group is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value. We conducted a review of our long-lived assets as of September 30, 2023 and determined that the carrying value of our assets is recoverable and no impairment charge was necessary. However, we are currently exploring a broad strategic review of our business which could result in us being unable to recover all or a portion of the carrying value of our long-lived assets. The amount and timing of any impairment charge would depend on a number of factors including the structure, timing, and scope of any assets disposed in any future transactions.

Stock Award Modifications

In June 2023, we announced that our former Chief Executive Officer (CEO) agreed to resign from our Company effective June 15, 2023, and entered into a consulting agreement to provide transition support through June 15, 2024. In connection with the separation, we modified the terms of our former CEO’s outstanding stock awards to (1) continue vesting over the consulting period through June 15, 2024, if continuous service is achieved with us; (2) extend the period during which the vested stock options may be exercised for a period of 90 days following the termination of consultancy, if continuous service is achieved with us; and (3) extend the period in which performance-based vesting conditions for restricted stock units may be achieved through June 15, 2024, if continuous service is achieved with us. As a result of the stock award modifications, we recorded a $6.2 million decrease to stock-based compensation expense for the nine months ended September 30, 2023.

Recently Issued Accounting Guidance Not Yet Effective

In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contracts, hedging relationships and other transactions affected by reference rate reform if certain criteria are met. In December 2022, the FASB issued ASU 2022-06 and deferred the sunset date of the Reference Rate Reform (Topic 848) from December 31, 2022 to December 31, 2024, after which entities will no longer be permitted to apply the relief in Topic 848. The amendments apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

reform. We have a floating rate revolving credit facility, a term loan and an equipment loan due in 2024 and plans on phasing out LIBOR as a reference rate before December 31, 2024.

In August 2020, the FASB issued ASU 2020-06, Debt (“ASU 2020-06”). ASU 2020-06 reduces the number of accounting models for convertible debt instruments and convertible preferred stock. For convertible instruments with conversion features that are not required to be accounted for as derivatives under ASC 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital, the embedded conversion features no longer are separated from the host contract. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2023, and interim periods within those years, and early adoption is permitted. We are currently evaluating the impact ASU 2020-06 will have on our condensed consolidated financial statements.

3. Business Combinations

ZFS Creston

On December 30, 2021, we completed the acquisition of a food-grade white flake and soy flour manufacturing operation and related assets through the acquisition of ZFS Creston, LLC, a Delaware limited liability company (“ZFS Creston”), for aggregate cash consideration of $103,099, which included a working capital adjustment payment of $1,034 in the first quarter of 2022.

4.Discontinued Operations

On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell J&J Produce, Inc. (“J&J”) and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments. In connection with the Stock Purchase Agreement, on December 29, 2022, J&J entered into a Purchase and Sale Agreement, pursuant to which J&J sold certain real and personal property comprising an agricultural production and processing facility located in Vero Beach, Florida, for an aggregate purchase price of $18,000, subject to certain adjustments. Certain property was leased back to J&J pursuant to a separate agricultural and facility lease for a short period of time. On June 30, 2023, we closed the Stock Sale. As of September 30, 2023, the carrying value of assets and liabilities in discontinued operations approximated their fair value due to their short maturities.

J&J was the main component of our former Fresh segment. Our strategic shift to exit the Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. Accordingly, we reclassified the results of operations of the Fresh segment to discontinued operations in our condensed consolidated statements of operations for all periods presented. The carrying amounts of the assets and liabilities of the discontinued operations were as follows:

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)


	September 30, 2023		December 31, 2022
Assets
Current assets:
Cash and cash equivalents	$	158	$	356
Accounts receivable, net	232		9,808
Inventories, net	—		11,633
Prepaid expenses and other current assets	165		1,710
Total assets from discontinued operations	$	555	$	23,507

Liabilities
Current liabilities:
Accounts payable	$	79	$	9,743
Current lease liability	—		1,890
Current maturities of long-term debt	—		3,194
Accrued expenses and other liabilities	792		1,614
Total liabilities from discontinued operations	$	871	$	16,441

As of December 31, 2022, the fair value of the debt included in the liabilities from discontinued operations was $3,305. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy. We capitalized no interest costs into property and equipment for the three and nine months ended September 30, 2023. We capitalized interest costs of $456 and $1,236, respectively, into property and equipment for the three and nine months ended September 30, 2022.

In August 2023, we received an insurance claim reimbursement of $1,533 related to the J&J acquisition. The operating results of the discontinued operations, net of tax, were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues	$	—	$	7,883	$	32,237	$	51,318
Cost of sales	(26)		9,447		34,105		49,335
Gross profit (loss)	26		(1,564)		(1,868)		1,983
Operating expenses:
Research and development	—		(5)		—		17
Selling, general and administrative expenses	(164)		2,130		3,173		7,212

Total operating expenses	(164)		2,125		3,173		7,229
Interest expense	—		78		14		160
Other income, net	(1,483)		(13)		(793)		(44)
Net income (loss) from discontinued operations, before income taxes	1,673		(3,754)		(4,262)		(5,362)

Net income (loss) from discontinued operations, net of income taxes	$	1,673	$	(3,754)	$	(4,262)	$	(5,362)

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Depreciation, amortization and significant operating and investing items in the condensed consolidated statements of cash flows for the discontinued operations are as follows:


	Nine Months Ended September 30,
	2023		2022
Operating activities
Depreciation and amortization	$	—	$	1,512
Bad debt expense	53		135

Net loss on divestiture	172		—
Investing activities
Payments for acquisitions of property and equipment	—		(4,348)
Net proceeds from divestiture	2,378		—

5. Fair Value Measurements

Assets and liabilities recorded at fair value on a recurring basis on the balance sheets are categorized based upon the level of judgment associated with the inputs used to measure their fair values. The authoritative guidance on fair value measurements establishes a three-tier fair value hierarchy for disclosure of fair value measurements as follows:

Level 1 — Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.

Level 3 — Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Our financial instruments consist of cash and cash equivalents, restricted cash, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of September 30, 2023 and December 31, 2022, we had cash and cash equivalents of $12,041 and $25,053, respectively, which include money market funds with maturities of less than three months. As of September 30, 2023 and December 31, 2022, we had restricted cash of $20,438 and $17,912. At September 30, 2023 and December 31, 2022, the carrying values of cash and cash equivalents, restricted cash, accounts receivable, accounts payable, and accrued liabilities approximated fair value due to their short maturities.

The following tables provide the financial instruments measured at fair value on a recurring basis based on the fair value hierarchy:


	September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	8,901	$	—	$	—	$	8,901
Corporate bonds	$	—	$	32,281	$	—	$	32,281
Preferred stock	—		12,342		—		12,342
Marketable securities	$	8,901	$	44,623	$	—	$	53,524
Liabilities
Warrant liabilities	$	716	$	—	$	978	$	1,694
Conversion option liabilities	—		—		21		21
Total liabilities	$	716	$	—	$	999	$	1,715

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)


	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	—		116,616		—		116,616
Preferred stock	—		14,446		—		14,446
Marketable securities	$	1,059	$	131,062	$	—	$	132,121
Liabilities
Warrant liabilities	$	5,469	$	—	$	18,816	$	24,285
Conversion option liabilities	—		—		8,091		8,091
Total liabilities	$	5,469	$	—	$	26,907	$	32,376

There were no transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2023 or 2022.

All of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis. This results in the derivative contracts having a fair value that approximates zero on a daily basis. Therefore, there are no derivative assets or liabilities included in the table above. Refer to Note 7, Derivatives for further discussion.

The warrant liabilities consist of PIPE Investment Warrants, Convertible Notes Payable Warrants, Notes Payable Warrants, Private Placement Warrants, and Public Warrants. History, fair value hierarchy, valuation techniques and inputs of those warrants are more fully described in Note 5, Fair Value Measurements and Note 15, Warrant Liabilities, to the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2022. Pursuant to the Third Amendment to the Convertible Loan and Security Agreement, as of September 30, 2023, the exercise price of the Convertible Notes Payable Warrants (the “Conversion Price”) is the lowest of (i) $2.47; (ii) the 5-day VWAP determined as of March 10, 2023, where “5-day VWAP” means the volume-weighted average price of our Common Stock, determined for the five consecutive trading days ending on the last trading day immediately preceding the applicable date; and (iii) the effective price per share of any bona fide equity offering prior to March 10, 2024. As such, as of September 30, 2023, these warrant liabilities are valued based on a Monte Carlo simulation that values the warrants using a probability weighted discounted cash flow model, which are considered Level 3 liabilities, whereas previously they were valued based on Black-Scholes option pricing model.

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of September 30, 2023 were as follows:


	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.47		$	2.47
Stock Price	$	0.33		$	0.33		$	0.33		$	0.33
Volatility	98.9		%	110.0		%	100.0		%	75.8		%
Remaining term in years	3.49			3.00			3.25			1.25
Risk-free rate	4.8		%	4.8		%	4.8		%	5.4		%
Dividend yield	—		%	—		%	—		%	—		%

The significant inputs to the valuation of Level 3 warrants and conversion option liabilities as of December 31, 2022 were as follows:


	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	3.90		$	11.50		$	2.47		$	2.47
Stock Price	$	2.55		$	2.55		$	2.55		$	2.55
Volatility	90.4		%	84.0		%	89.0		%	64.7		%
Remaining term in years	4.24			3.75			4.00			2.00
Risk-free rate	4.0		%	4.1		%	4.1		%	4.4		%
Dividend yield	—		%	—		%	—		%	—		%

The following table summarizes the changes in the warrants and conversion option liabilities categorized as Level 3 for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30, 2023		Nine Months Ended September 30, 2023
Balance, beginning of period	$	10,306	$	26,907
Changes in estimated fair value	(9,307)		(25,908)
Ending balance, September 30, 2023	$	999	$	999


	Three Months Ended September 30, 2022		Nine Months Ended September 30, 2022
Balance, beginning of period	$	39,068	$	42,457
Changes in estimated fair value	(3,129)		(33,122)
Issuance of PIPE Investment warrants	—		26,604
Ending balance, September 30, 2022	$	35,939	$	35,939

Fair Value of Long-Term Debt

As of September 30, 2023 and December 31, 2022, the fair value of our debt, including amounts classified as current, was $93,857 and $103,814, respectively. Fair values are based upon valuation models using market information, which fall into Level 3 in the fair value hierarchy.

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

6. Investments in Available-for-Sale Securities

We have invested in marketable debt securities, primarily investment-grade corporate bonds, preferred stock, and highly liquid U.S Treasury securities, which are held in the custody of a major financial institution. These securities are classified as available-for-sale and, accordingly, the unrealized gains and losses are recorded through other comprehensive income and loss.

Marketable securities classified as available-for-sale securities are summarized below:


	September 30, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	9,589	$	—	$	(3)	$	9,586
Corporate bonds	33,831		2		(2,080)		31,753
Preferred stock	13,082		—		(897)		12,185
Total Investments	$	56,502	$	2	$	(2,980)	$	53,524


	December 31, 2022
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	1,059	$	—	$	—	$	1,059
Corporate bonds	122,257		—		(5,641)		116,616
Preferred stock	15,454		—		(1,008)		14,446
Total Investments	$	138,770	$	—	$	(6,649)	$	132,121

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $17,662 and $66,296 as of September 30, 2023 and December 31, 2022, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $30,800 and $64,723 as of September 30, 2023 and December 31, 2022, respectively.

Available-for-sale investments outstanding as of September 30, 2023, classified as marketable securities in the condensed consolidated balance sheets, have maturity dates ranging from the fourth quarter of 2023 through the fourth quarter of 2026. The fair value of marketable securities as of September 30, 2023 with maturities within one year and one to five years is $28,417 and $25,107, respectively. We classify available-for-sale investments as current based on the nature of the investments and their availability to provide cash for use in current operations, if needed.

7. Derivatives

Corporate Risk Management Activities

We use exchange-traded futures to manage price risk of fluctuating Chicago Board of Trade prices related to forecasted purchases and sales of soybeans and soybean related products in the normal course of business. These risk management activities are actively monitored for compliance with our risk management policies.

As of September 30, 2023, we held financial futures related to a portion of our forecasted purchases of soybeans for an aggregate notional volume of 8,870 bushels of soybeans; 6,965 bushels of the aggregate notional volume will settle in 2023 with the remaining 1,905 bushels settling in 2024. As of September 30, 2023, we held financial futures related to a portion of our forecasted sales of soybean oil for an aggregate notional volume of 403 pounds of soybean oil; 385 pounds of soybean oil will settle in 2023 with the remaining settling in 2024. As of September 30, 2023, we held financial futures related to a portion of our forecasted sales of soybean meal for an aggregate notional volume of 67 tons of soybean meal; 61 tons of soybean meal will settle in 2023 with the remaining settling in 2024.

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Tabular Derivatives Disclosures

We have master netting agreements with our counterparties, which allow for the settlement of contracts in an asset position with contracts in a liability position in the event of default or termination. Such netting arrangements reduce our credit exposure related to these counterparties. As all of our derivative contracts are centrally cleared and therefore are cash-settled on a daily basis, the fair value approximates zero. Our derivative contracts were as follows:


	September 30, 2023				December 31, 2022
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	4,121	$	2,578	$	1,112	$	1,925
Soybean oil	635		737		533		73
Soybean meal	1,282		70		400		2,414
Effect of daily cash settlement	(6,038)		(3,385)		(2,045)		(4,412)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

We had a current asset representing excess cash collateral posted to a margin account of $2,336 and $2,714 as of September 30, 2023 and December 31, 2022, respectively. These amounts are not included with the derivatives presented in the table above and are included in prepaid expenses and other current assets in the condensed consolidated balance sheets.

Currently, we do not seek cash flow hedge accounting treatment for our derivative financial instruments and thus changes in fair value are reflected in current earnings.

The tables below show the amounts of pre-tax gains and losses related to our derivatives:


	Three Months Ended September 30, 2023						Three Months Ended September 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(2,573)	$	2,705	$	132	$	(1,988)	$	(1,927)	$	(3,915)
Soybean oil	48		1,112		1,160		2,078		1,074		3,152
Soybean meal	968		(217)		751		(1,846)		2,065		219
Total	$	(1,557)	$	3,600	$	2,043	$	(1,756)	$	1,212	$	(544)


	Nine Months Ended September 30, 2023						Nine Months Ended September 30, 2022
	Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income		Gain (loss) realized on derivatives		Unrealized gain (loss) on derivatives		Total gain (loss) recognized in income
Soybeans	$	(3,820)	$	2,357	$	(1,463)	$	(8,219)	$	(716)	$	(8,935)
Soybean oil	2,548		(563)		1,985		(5,327)		1,281		(4,046)
Soybean meal	894		3,227		4,121		(2,091)		2,837		746
Total	$	(378)	$	5,021	$	4,643	$	(15,637)	$	3,402	$	(12,235)

Our soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments are recorded in cost of sales in the condensed consolidated statements of operations. Our soybean oil and soybean meal positions are designed to hedge risk related to sales transactions therefore the gains and losses on soybean oil and soybean meal instruments are recorded in revenues in the condensed consolidated statements of operations.

We classify the cash effects of our derivatives within the “Cash Flows from Operating Activities” section of the condensed consolidated statements of cash flows.

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

8. Inventories, Net

Inventories, net consist of the following:


	September 30, 2023		December 31, 2022
Raw materials and supplies	$	12,070	$	37,483
Work-in-process	5,804		4,977
Finished goods	12,545		19,650
Total inventories	$	30,419	$	62,110

Work-in-process inventory consists of seed provided to contracted seed producers and growers with which we hold a purchase option for, or are required to purchase the future harvested seeds or grains. It also includes crops under production which represent the direct costs of land preparation, seed, planting, growing, and maintenance.

9. Debt


	September 30, 2023		December 31, 2022
DDB Term loan, due April 2025	$	6,541	$	7,393
DDB Equipment loan, due July 2024	700		1,225
Convertible Notes Payable, due March 2024	112,700		110,700
Equipment Financing, due March 2025	585		873
Notes Payable, varying maturities through June 2026	66		81

Less: unamortized debt discount and debt issuance costs	(11,415)		(14,039)
	109,177		106,233

Less: current maturities of long-term debt	(35,581)		(2,242)
Long-term debt	$	73,596	$	103,991

Term Loan, Equipment Loan and Revolver

In April 2019, our wholly-owned subsidiary, Dakota Dry Bean, Inc. (“DDB”) entered into a Credit Agreement comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (“DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (“DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (“DDB Revolver”), which is renewed annually (together the “Credit Agreement”). In the fourth quarter of 2022, the DDB Revolver maturity date was extended to November 2023. In the second quarter of 2023, the DDB Term Loan maturity date was extended to April 2025. As of September 30, 2023, the interest rate is U.S. prime rate plus 0.75% on the DDB Term Loan and DDB Equipment Loan, and U.S. prime rate plus 0.25% on the DDB Revolver.

The Credit Agreement is secured by substantially all of DDB’s real and personal property and is guaranteed, in part, by Benson Hill, Inc., DDB’s parent company, to a maximum of $7,000. The DDB Term Loan is payable in equal quarterly installments of $284 plus interest with the remaining balance of $4,834 due in April 2025. The DDB Equipment Loan is payable in equal quarterly installments of $175 plus interest through July 2024.

Under the Credit Agreement, DDB and us must comply with certain financial covenants based on DDB’s operations, including a minimum working capital covenant, a minimum net worth covenant, a funded debt to EBITDA ratio covenant, and a fixed charge coverage ratio covenant.

Benson Hill, Inc., as guarantor, must also comply with a minimum cash covenant. The Credit Agreement also contains various restrictions on our activities, including restrictions on indebtedness, liens, investments, distributions, acquisitions and dispositions, control changes, transactions with affiliates, establishment of bank and brokerage accounts, sale-leaseback transactions, margin stocks, hazardous substances, hedging, and management agreements. During the third quarter of 2023, we were in compliance with the financial covenants under the Credit Agreement.

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Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Convertible Notes Payable

In December 2021, we entered into a financing agreement with an investment firm (the “Convertible Loan and Security Agreement”), which included a commitment by the lender to make term loans available to us in an amount of up to $100,000 with $80,000 available immediately. Under the original Convertible Loan and Security Agreement, upon our achievement of certain milestones, a second tranche of $20,000 became available on June 30, 2022 and we could elect to extend the interest-only period from 12 to 24 months and the maturity date by six months as of September 30, 2022.

We executed term notes with the lender in December 2021 in the aggregate amount of $80,000 with an initial term of 36 months payable in interest only, at the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 3.25% per annum, plus 5.75% per annum for the first 12 months and principal and interest payments for the remaining 24 months. The term notes are secured by substantially all of our assets.

In June 2022, we amended the Convertible Loan and Security Agreement (“First Amendment”), which changed the definition of gross margin, and modified the Conversion Price and the Exercise Price. The change to the definition of gross margin removed the impact of derivative hedging gains or losses related to future periods and resulted in our achievement of the milestones required to draw on the second tranche. We drew on the full $20,000 available under the second tranche upon entering into this amendment.

In November 2022, we entered into a second amendment to the Convertible Loan and Security Agreement (“Second Amendment”), which, among other things, changed the definition of Outstanding Shares based on the updated definition of Market Cap Threshold I. Additionally, the required minimum liquidity covenant requirement was reduced from six months to four months. The Second Amendment also increased the designated interest rate by 25 basis points. Pursuant to the Second Amendment, we achieved the milestones required to extend the interest-only period from 12 to 24 months and extend the maturity date by six months. This extended the interest-free period through 2023 and the maturity date to June 2025.

In March 2023, we entered into a third amendment to the Convertible Loan and Security Agreement (“Third Amendment”), which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the Third Amendment increased the final balloon payment by 200 basis points and reset the prime rate floor from 5.75% to 7.75%.

In October 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement (“Fourth Amendment”) with the lender. Refer to Note 16, Subsequent Events for further details.

As of September 30, 2023, upon maturity or other satisfaction of the term notes, a final payment (in addition to other payments of principal and interest) equal to $12,700 is payable by us to the lenders. In the event the term notes are prepaid, a prepayment fee is due, ranging from 1% to 6% of the principal amount of the term notes, based upon the time from the initial closing to the prepayment date.

At any time after six months and before 42 months from the closing date of the initial term notes, up to $20,000 of the principal amount of the term loans then outstanding may be converted (at the lender’s option) into shares of our common stock.

The conversion option is subject to: (a) the closing sales price of our common stock for each of the seven consecutive trading days immediately preceding the conversion, being greater than or equal to the conversion price; (b) the shares of our common stock issued in connection with any such conversion not exceeding 20% of the total trading volume of our common stock for the 22 consecutive trading days immediately prior to and including the effective date of the conversion; and (c) all lenders’ pro forma shares of our common stock resulting from the conversion option, when added to all lenders’ pro forma shares of our common stock resulting from the exercise of the warrants, not exceeding 2.5% of the number of shares of our common stock outstanding at the time of the conversion.

As of September 30, 2023, the lender has not yet exercised their conversion option for any portion of the outstanding principal. The fair value of the conversion option, an estimated $8,783 at issuance, was recorded as a debt discount, which is amortized over the life of the term notes using the effective interest method and recorded as interest expense.

Under the terms of the Convertible Loan and Security Agreement, we must comply with certain affirmative, negative, and financial covenants. These covenants are primarily restrictions on our activities, including restrictions on indebtedness, liens, dividends, and significant business changes. We are required to maintain, at all times, a minimum remaining months liquidity

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

equal to or greater than six months. We were in compliance with the financial covenants under the Convertible Loan and Security Agreement during the nine months ended September 30, 2023.

Equipment Financing

In March 2022, we entered into a sale-leaseback transaction relating to certain of our equipment. We evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that as the leases are classified as financing leases under ASC 842, the transaction did not qualify as a sale and therefore control of the equipment was not transferred. Therefore, the proceeds from the sales of $1,160 were recorded as a financing liability in 2022. We will make monthly payments of $33 under the financing arrangement for a term of 36 months.

10. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30, 2023		December 31, 2022
Payroll and employee benefits	$	6,960	$	12,306
Insurance premiums	55		4,687
Professional services	1,532		2,842
Research and development	608		924
Inventory	—		530
Interest	170		167
Contract liability	6,706		9,965
Other	2,608		2,014
	$	18,639	$	33,435

11. Income Taxes

Our effective tax rate was 0% for the three and nine months ended September 30, 2023 and 2022. The 2023 and 2022 effective tax rates differed from the statutory rate of 21% primarily due to the fact that we recorded no income tax benefit on our pretax losses as we recorded a full valuation allowance globally. The tax benefit recorded in 2023 relates primarily to the reversal of deferred tax liabilities due to the impairment of goodwill.

12. Comprehensive Income

Our other comprehensive income (loss) (“OCI”) consists of unrealized gains and losses on marketable debt securities classified as available for sale and foreign currency translation adjustments from our subsidiaries in Brazil and Canada.

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three and nine months ended September 30, 2023 and 2022:

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)


	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance as of June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Other comprehensive income before reclassifications	—		395		395
Amounts reclassified from AOCI	—		14		14
Other comprehensive income	—		409		409
Balance at September 30, 2023	$	(385)	$	(2,777)	$	(3,162)

Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive income before reclassifications	—		875		875
Amounts reclassified from AOCI	—		3,058		3,058
Other comprehensive income	—		3,933		3,933
Balance at September 30, 2023	$	(385)	$	(2,777)	$	(3,162)

Balance as of June 30, 2022	$	(421)	$	(6,657)	$	(7,078)
Other comprehensive income (loss) before reclassifications	(1)		(1,759)		(1,760)
Amounts reclassified from AOCI	—		(97)		(97)
Other comprehensive income (loss)	(1)		(1,856)		(1,857)
Balance at September 30, 2022	$	(422)	$	(8,513)	$	(8,935)

Balance at December 31, 2021	$	(376)	$	(727)	$	(1,103)
Other comprehensive loss before reclassifications	(46)		(9,918)		(9,964)
Amounts reclassified from AOCI	—		2,132		2,132
Other comprehensive loss	(46)		(7,786)		(7,832)
Balance at September 30, 2022	$	(422)	$	(8,513)	$	(8,935)

Amounts reclassified from AOCI were reported within “Other (income) expense, net” on the condensed consolidated statements of operations. The Company’s accounting policy is to release the income tax effects (if applicable) from AOCI when the individual units of account are sold.

13. Loss Per Common Share

We compute basic net income (loss) per common share using the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share is computed using the weighted average number of common shares and the effect of potentially dilutive securities outstanding during the period. Potentially dilutive securities may consist of warrants, stock options and restricted stock units. The dilutive effect of outstanding warrants, stock options and restricted stock units are reflected in diluted earnings per share by application of the treasury stock method. The weighted average share impact of warrants, stock options and restricted stock units that were excluded from the calculation of diluted shares outstanding due to us incurring a net loss for the three and nine months ended September 30, 2023 and 2022 were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Anti-dilutive common share equivalents:
Warrants	—	—	—	25
Stock options	485	3,804	840	4,112
Restricted stock units	9,299	5,116	8,414	4,444
Total anti-dilutive common share equivalents	9,784	8,920	9,254	8,581

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The following table sets forth the computation for basic and diluted net loss from continuing operations per common share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator:
Net loss from continuing operations	$	(19,243)	$	(26,415)	$	(73,203)	$	(68,937)
Denominator:
Weighted average common shares outstanding, basic and diluted	188,223		186,097		187,691		177,539
Net loss from continuing operations per common share, basic and diluted	$	(0.10)	$	(0.14)	$	(0.39)	$	(0.39)

14. Commitments and Contingencies

Litigation

We accrue for cost related to contingencies when a loss is probable, and the amount is reasonably determinable. Disclosure of contingencies is included in the condensed consolidated financial statements when it is at least reasonably possible that a material loss or an additional material loss in excess of amounts already accrued may be incurred. For all litigation matters, the accruals were immaterial as of September 30, 2023 and December 31, 2022.

Other Commitments

As of September 30, 2023, we have committed to purchase from seed producers and growers at dates throughout 2023 and 2025 at fixed prices aggregating to $82,418 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, of which $81,185 are due within one year. In addition to the obligations for which the price is fixed or determinable, we have committed to purchase from seed producers and growers 2,125 bushels throughout 2023 and 2024 for which the pricing is currently variable. These amounts are not recorded in the condensed consolidated financial statements because we have not taken delivery of the grain or seed as of September 30, 2023 and due to the fact that the grain or seed are subject to specified quality standards prior to delivery.

15. Segment Information

In December 2022, we divested our Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. As we divested our Fresh segment, we re-evaluated our operating and reportable segments and concluded that we operate under one operating segment and one reportable segment, Ingredients, as our chief operating decision maker (“CODM”) reviews financial information presented on a consolidated basis for purposes of making operating decisions, allocating resources and evaluating financial performance. Our current business delivers healthy food ingredients derived from soybean seeds, meal and oil and processed yellow peas. Although the CODM assesses performance and allocates resources on a consolidated basis, we have relevant product level revenue disaggregation. Specifically, our revenue can be disaggregated into the following product categories: Proprietary and Non-Proprietary. Proprietary revenue is defined as any sale of a proprietary bean, byproduct from crushing a proprietary bean, or a blend of proprietary byproducts with commodity grade byproducts. Non-Proprietary revenue is all other revenue from non-Proprietary sources. Revenues and operating results for the three and nine months ended September 30, 2023 and 2022 are as follows:

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Revenues
Domestic	$	112,681	$	115,503	$	322,231	$	271,207
International	385		6,793		34,516		10,846
Total Revenues	$	113,066	$	122,296	$	356,747	$	282,053

Point in time	$	110,854	$	120,295	$	351,698	$	279,913
Over time	2,212		2,001		5,049		2,140
Total Revenues	$	113,066	$	122,296	$	356,747	$	282,053

Proprietary	$	33,122	$	26,036	$	77,046	$	52,298
Non-Proprietary	79,944		96,260		279,701		229,755
Total Revenues	$	113,066	$	122,296	$	356,747	$	282,053

The CODM uses Adjusted EBITDA to review and assess our operating performance. We define Adjusted EBITDA as net loss from continuing operations excluding income taxes, interest, depreciation, amortization, stock-based compensation, changes in fair value of warrants and conversion options, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items. Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022 are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net loss from continuing operations, net of income taxes	$	(19,243)	$	(26,415)	$	(73,203)	$	(68,937)
Interest expense, net	7,179		6,200		20,425		16,030
Income tax expense (benefit)	6		13		(117)		30
Depreciation and amortization	5,460		5,052		16,056		14,992
Stock-based compensation	867		4,412		(392)		15,771
Changes in fair value of warrants and conversion option	(12,001)		(4,036)		(30,661)		(41,676)
Impairment of goodwill	—		—		19,226		—
Severance	386		185		1,624		474
Other	3,187		(95)		6,061		3,489
Total Adjusted EBITDA	$	(14,159)	$	(14,684)	$	(40,981)	$	(59,827)

16. Subsequent Events

Sale of Seymour, Indiana Soybean Crush Facility

On October 31, 2023, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with White River Soy Processing, LLC (“White River”), pursuant to which, among other things, on October 31, 2023, we sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $36,000 of total gross proceeds, which includes $25,900 for the facility assets and the remainder for net working capital, subject to certain adjustments, including an adjustment for inventory and other working capital. We will also provide certain administrative support services to White River for a six-month period. We are currently assessing the accounting impact of this transaction.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Amendment to Convertible Notes Payable

In October 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement (the “Fourth Amendment”), which, among other things: changed the maturity date to March 1, 2024; changed the prepayment fee to be equal to 1% of any prepayment of Loans (as defined in the Convertible Loan and Security Agreement) for any prepayments made prior to January 14, 2024; increased the “final payment” from 12.70% to 17.70% of the original Commitment amount of $100,000; within one business day after closing of certain sales of our equity securities, we must pay as a prepayment the lesser of (i) 100% of the net closing proceeds or (ii) the outstanding principal of the Obligations (as defined in the Convertible Loan and Security Agreement); within one business day of the closing of certain asset sales, we must pay as a prepayment the net closing proceeds from such asset sales; within one business day of either November 15, 2023 or the closing of certain asset sales, we must pay as a prepayment the lesser of (i) all cash in the Blocked Account (as defined in the Convertible Loan and Security Agreement) or (ii) the outstanding principal and pro rata portion of fees due, the financial covenant to maintain at all times a minimum liquidity equal to or greater than four or six months will be removed effective upon the lender’s receipt of net closing proceeds from certain asset sales and all cash in the Blocked Account and following such removal we will instead be required to maintain $20,000 of unrestricted cash at all times, and the Warrants (as defined in the Convertible Loan and Security Agreement) must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated or the context otherwise requires, references in this section to “we,” “us,” “our” and other similar terms refer to Benson Hill, Inc. and its consolidated subsidiaries.

Cautionary Note Regarding Forward-Looking Statements

Some of the statements contained in this report and documents incorporated by reference herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Given these uncertainties, you should not place undue reliance on these forward-looking statements.

Generally, statements that are not historical facts, including statements concerning possible or assumed future actions, business strategies, events or results of operations, are forward-looking statements. These statements may be preceded by, followed by or include the words “believe,” “estimate,” “expect,” “intend,” “project,” “forecast,” “may,” “will,” “should,” “could,” “would,” “seek,” “plan,” “scheduled,” “anticipate,” “intend,” or similar expressions, as well as the negative of such statements. Forward-looking statements contained in this report include, but are not limited to, statements about our ability to:

•complete and achieve the anticipated benefits of our transition to an asset-light business model with a focused expansion into broadacre animal feed markets, which transition contemplates the sale of our processing assets, the payoff of our senior debt, and our entry into strategic partnerships and/or licensing arrangements;

•complete the actions associated with, and achieve the anticipated benefits of, the execution of the Liquidity Improvement Plan and other cost-saving measures in a timely manner, or at all;

•repay our current high-cost debt in a timely manner, or at all;

•comply with the covenants of our debt financing agreements;

•continue as a going concern;

•maintain our listing on the New York Stock Exchange;

•obtain from the issuance of equity and/or non-dilutive sources the amount of additional capital that we believe may be needed to achieve our financial objectives;

•identify, evaluate and consummate strategic opportunities in ways that maximize stockholder value;

•realize the anticipated benefits of the divestiture of our Fresh business;

•execute our business strategy, including our business transition and monetization of services provided and expansions in and into existing and new lines of business;

•meet future liquidity requirements and comply with restrictive covenants related to long-term indebtedness;

•anticipate the uncertainties inherent in the development of new business lines and business strategies;

•increase brand awareness;

•attract, train and retain effective officers, key employees and directors;

•upgrade and maintain information technology systems;

•acquire and protect intellectual property;

•effectively respond to general economic and business conditions;

•effectively execute our executive leadership transition, including, among others, by maintaining key employee, customer, partner and supplier relationships;

•enhance future operating and financial results;

•anticipate rapid technological changes;

•comply with laws and regulations applicable to our business, including laws and regulations related to data privacy and insurance operations;

•stay abreast of modified or new laws and regulations applying to our business;

•anticipate the impact of, and respond to applicable new accounting standards;

•respond to fluctuations in commodity prices and foreign currency exchange rates and political unrest and regulatory changes in international markets from various events;

•anticipate a further rise in interest rates that would increase the cost of capital;

•anticipate the significance and timing of contractual obligations;

•maintain key strategic relationships with partners and distributors;

•respond to uncertainties associated with product and service development and market acceptance;

•manage to finance operations on an economically viable basis;

•anticipate the impact of new U.S. federal income tax laws, including the impact on deferred tax assets;

•successfully defend litigation; and

•access, collect and use personal data about consumers.

Forward-looking statements represent our estimates and assumptions only as of the date of this report. You should understand that the following important factors, in addition to those discussed under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1A of this report, as well as elsewhere

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in this report, could affect our future results, and could cause those results or other outcomes to differ materially from those expressed or implied in the forward-looking statements in this report:

•litigation, complaints, product liability claims and/or adverse publicity;

•the impact of changes in consumer spending patterns, consumer preferences, local, regional and national economic conditions, crime, weather, demographic trends and employee availability;

•privacy and data protection laws, privacy or data breaches, or the loss of data; and

•the impact of the COVID-19 pandemic and its effect on our business, financial condition and results of operations.

These and other factors that could cause actual results to differ from those implied by the forward-looking statements in this report are more fully described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022 and in Part II, Item 1A of this report, as well as elsewhere in this report. Other sections of this report describe additional factors that could adversely affect our business, financial condition or results of operations. New risk factors emerge from time to time and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business, or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. Except as otherwise required by law, we expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained in this report to reflect any change in our expectations or any change in events, conditions or circumstances on which any of our forward-looking statements are based. We qualify all of our forward-looking statements by these cautionary statements.

OVERVIEW

Benson Hill is a food and feed technology company on a mission to lead the pace of innovation in food. We have a vision to build a healthier and happier world by unlocking the natural genetic diversity of plants with the leading technology platform, CropOS®. Starting with consumer demand, we leverage CropOS® and advanced breeding techniques to design food that’s better from the beginning: more nutritious, more functional, and more accessible while enabling efficient production and delivering novel sustainability benefits to food and feed customers. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. We operate a soy-crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, and we process dry peas in North Dakota. We recently sold our soy crushing facility in Seymour, Indiana. We sell our products throughout North America, in Europe and in several countries globally.

To date, we have had an integrated go-to-market approach, leveraging the existing parts of the supply chain to create a feedback loop between consumers, farmers, and our seed innovations that has been lacking across the siloed agri-food value chain. We are working on designing products with the consumer in mind, contract with farmers to grow and buy back the harvest, preserve the product identity through manufacturing and ultimately sell ingredients, soybean meal, and oil products directly and indirectly to food companies, feed formulators, retailers, and others. We believe the integration and control of the product throughout the entire supply chain has helped to enable us to link data to outcomes in our CropOS® platform with the purpose of fueling the next generation of innovative products. Additionally, we believe this product information linkage will work to optimize environmental and social impacts, as well as traceability throughout the supply chain.

Our commitment to environmental and social issues impacting our planet and our purpose-driven culture are fundamental to our ability to achieve our mission. Environmental, Social and Governance (“ESG”) principles help guide our thinking and approach throughout the development and commercialization of our products, and our innovative culture is rooted in our Core Values of Be Bold, Be Inspired, and Be Real. We believe our leading technology platform, vertically integrated go-to-market strategy, and purpose-driven culture will help bridge the divide between evolving consumer preferences and quality traits already present within the genetic diversity of plants. We see nature as our partner; technology as our enabler; and innovators like our company, like-minded stakeholders, stockholders and partners as the catalysts to activate the change needed.

We partner with farmers, ingredient companies, and plant-based food and feed customers to commercialize our proprietary innovations in soybean, and in the near future yellow pea, for broad market applications in human food ingredients, edible oils, pet food, and aquafeed. In particular, our Ultra-High Protein (“UHP”) soy-based ingredients have the potential to eliminate costly water- and energy-intensive ingredient processing steps associated with producing soy protein concentrate (“SPC”) products for the food and feed markets, which can alleviate supply constraints in North America and elsewhere. In the future, we plan to enter the animal feed market through an asset-light business model and secure partnership and licensing agreements to scale our product innovations. The change requires the divestiture of certain of our processing assets to provide the necessary liquidity runway. The emergence of significant market headwinds in the food, aquaculture, and specialty oil markets is a factor in the decision to reshape the business to best position the current proprietary product portfolio and future product pipeline for significant growth. Our proprietary portfolio today includes soy flake, soy grits, soy meal and soy flour for established food markets such as snacks, baked goods, and meat extensions, and a functional alternative to traditional SPC for plant-based protein alternatives to meat, dairy, and other emerging categories.

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RECENT DEVELOPMENTS

The execution of our transition to an asset-light business model and our expanded Liquidity Improvement Plan, both described below, are subject to significant business, financial, operational, timing, market and other risks. We can provide no assurance that we will be able to successfully execute our plans. Please see Part II, Item 1A of this report, for a description of risk factors that may impact our ability to execute our plans.

Business Transition

On October 31, 2023, we announced plans to improve our financial position and accelerate our transition to an asset-light business model with a focused expansion into broadacre animal feed markets, intended to complement our accomplishments in human food ingredients. Under this transition plan, we intend to serve the animal feed market through an asset-light business model and secure partnership and licensing agreements to scale our product innovations. Execution of this transition plan, and of our Liquidity Improvement Plan described below, requires the divestiture of certain of our processing assets, the proceeds of which we believe will help provide us with sufficient liquidity while we seek to secure partnership and licensing agreements to help us execute on our long-term strategy.

Expansion of Liquidity Improvement Plan

On March 27, 2023, our Board of Directors committed to a Liquidity Improvement Plan (the “Liquidity Improvement Plan”) intended to improve liquidity by an estimated $65 million to $85 million by the end of 2024. We are executing the Liquidity Improvement Plan to create a more cost-efficient organization and enhance our capital structure to execute on our strategic priorities. We recently announced an expansion of the Liquidity Improvement Plan to include the divestiture of certain of our processing assets in connection with our transition to an asset-light business model. On October 31, 2023, we sold our soy processing facility located in Seymour, Indiana for $36 million of total gross proceeds, subject to certain adjustments. Through the combination of cash on hand, savings driving by our expanded Liquidity Improvement Plan, and net proceeds from our completed and anticipated asset dispositions, we expect to have approximately $170 million to $200 million to retire our current high-cost term loan debt by its maturity date and help create approximately 12 months of liquidity. We plan to use this anticipated liquidity runway while we seek to secure partnership and licensing agreements to help us execute our long-term strategy.

We have commenced the actions associated with our expanded Liquidity Improvement Plan, and expect the execution of the Liquidity Improvement Plan to be substantially complete by the end of the first quarter of 2024. As expanded, the Liquidity Improvement Plan is expected to include improving operating efficiencies by reducing certain operating costs, restructuring certain parts of our organization, divesting assets, and reducing our working capital requirements. We estimate that we will incur approximately $5.7 million in one-time expenses in connection with the Liquidity Improvement Plan. Included in this amount are approximately $3.6 million in costs attributable to our sale of our Seymour, Indiana facility, and approximately $2.1 million of expenses we expect to incur relating to employee severance and benefits costs. For the three and nine months ended September 30, 2023, we incurred charges of $0.4 million and $1.8 million, respectively, within selling, general and administrative expenses on the Condensed Consolidated Statement of Operations associated with the Liquidity Improvement Plan.

Sale of Seymour

In connection with our execution of the Liquidity Improvement Plan, on October 31, 2023, we entered into an asset purchase agreement (the “Asset Purchase Agreement”) with White River Soy Processing, LLC (“White River”), pursuant to which, among other things, on October 31, 2023, we sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $36 million of total gross proceeds, which includes $25.9 million for the facility assets and the remainder for net working capital, subject to certain adjustments, including an adjustment for inventory. We will also provide certain administrative support services to White River for a six-month period. We are currently assessing the accounting impact of this transaction.

This transaction represents the completion of an expected milestone as we implement cost and operational improvements as part of our expanded Liquidity Improvement Plan. We intend to use the proceeds to improve our liquidity position, by paying down debt, and reduce operating and working capital costs, while maintaining relationships with farmer partners in Indiana. See Item 1.01 of our Current Report on Form 8-K filed with the SEC on October 31, 2023 for additional information.

Convertible Notes Payable

Pursuant to the Convertible Loan and Security Agreement, we and certain of our directly or indirectly wholly-owned subsidiaries have borrowed an aggregate principal sum of $100.0 million. The additional proceeds from the Convertible Loan and Security Agreement provided us liquidity to fund our business. In March 2023, we entered into a third amendment to the

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Convertible Loan and Security Agreement, which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the terms of this amendment increased the final balloon payment by 200 basis points, reset the prime rate floor from 5.75% to 7.75%, and amended the exercise price of the Convertible Notes Payable Warrants to be the lower of (i) $2.47; (ii) the 5-day VWAP determined as of March 10, 2023, where “5-day VWAP” means the volume-weighted average price of our common stock, determined for the five consecutive trading days ending on the last trading day immediately preceding the applicable date; and (iii) the effective price per share of any bona fide equity offering prior to March 10, 2024. Fees associated with the amendment were 2% of the outstanding balance, or $2 million (see Note 9, Debt in the notes to the condensed consolidated financial statements of this Form 10-Q for further discussion).

In October 2023, we entered into a fourth amendment to the Convertible Loan and Security Agreement, which, among other things: changed the maturity date to March 1, 2024; changed the prepayment fee to be equal to 1% of any prepayment of loans under the Convertible Loan and Security Agreement for any prepayments made prior to January 14, 2024; increased the “final payment” from 12.70% to 17.70% of the original Commitment amount of $100.0 million; within one business day after closing of certain sales of our equity securities, we must pay as a prepayment the lesser of (i) 100% of the net closing proceeds or (ii) the outstanding principal of the Obligations (as defined in the Convertible Loan and Security Agreement); within one business day of the closing of certain asset sales, we must pay as a prepayment the net closing proceeds from such asset sales; within one business day of either November 15, 2023 or the closing of certain asset sales, we must pay as a prepayment the lesser of (i) all cash in the Blocked Account (as defined in the Convertible Loan and Security Agreement) or (ii) the outstanding principal and pro rata portion of fees due, the financial covenant to maintain at all times a minimum liquidity equal to or greater than four or six months will be removed effective upon the lender’s receipt of net closing proceeds from certain asset sales and all cash in the Blocked Account and following such removal we will instead be required to maintain $20 million of unrestricted cash at all times, and the Convertible Notes Payable Warrants must be repriced based on the trailing 5-day VWAP immediately prior to the date of the fourth amendment. See Item 2.03 of our Current Report on Form 8-K filed with the SEC on October 31, 2023 for additional information.

Notice of Delisting

On September 13, 2023, we received notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that as of September 12, 2023, we were not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual (“Section 802.01C”) because the average closing price of our common stock was less than $1.00 over a consecutive 30 trading-day period. The Notice had no immediate impact on the listing of our common stock on the NYSE, subject to our compliance with the NYSE’s other continued listing requirements.

We intend to consider a number of available alternatives to cure our non-compliance with the applicable price criteria in the NYSE’s continued listing standards. Pursuant to Section 802.01C, we have a period of six months following receipt of the Notice to regain compliance with the minimum share price requirement. We may regain compliance with the minimum share price requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, or on the last day of the cure period, we have (i) a closing share price of at least $1.00, and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month, or on the last day of the cure period, as applicable.

Section 802.01C requires us to notify the NYSE, within 10 business days of receipt of the Notice, of our intent to cure this deficiency. On September 26, 2023, we notified the NYSE of our intent to regain compliance with the requirements of Section 802.01C in a timely manner.

The Notice does not affect our business operations or our reporting obligations with the Securities and Exchange Commission (the “SEC”).

OTHER DEVELOPMENTS

Divestiture of J&J Produce, Inc.

On December 29, 2022, we entered into the Stock Purchase Agreement to sell J&J Produce, Inc. and all of the outstanding equity securities of J&J’s subsidiaries for aggregate cash consideration of $3,000, subject to certain adjustments (the “Stock Sale”). On June 30, 2023, we closed the Stock Sale. For more information, please see Note 4, Discontinued Operations in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q, which is hereby incorporated by reference herein.

Collaboration Agreement with ADM

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On August 5, 2022, we entered into an exclusive collaboration and marketing rights agreement (the “Collaboration Agreement”) with Archer-Daniels-Midland Company (“ADM”) to commercialize certain high-protein soy ingredients for the human food and nutrition market in North America based on certain of our proprietary commercial soybean seed genetics (“Proprietary Soy Genetics”). Pursuant to the terms of the Collaboration Agreement, we have agreed to collaborate with ADM to engage soybean growers in certain parts of the United States to source production and supply of grain grown from Proprietary Soy Genetics (“Proprietary Soy Grain”) for processing by ADM into soy protein ingredients. We received an upfront cash payment and expect to receive annual technology access fees and value-sharing payments on all soy protein ingredients sold by ADM that are processed from the Proprietary Soy Grain supplied by us. We are eligible to receive milestone payments upon the achievement of certain objectives. Unless earlier terminated, the Collaboration Agreement will remain in effect until December 31, 2027, or until December 31, 2030 if extended pursuant to its terms. See Item 1.01 of our Current Report on Form 8-K filed with the SEC on August 8, 2022 for additional information.

PIPE Investment

On March 24, 2022, we entered into definitive subscription agreements with certain investors providing for the private placement of an aggregate of 26,150 units at a price of $3.25 per unit (the “PIPE Investment”). Each unit consists of (i) one share of our common stock, par value $0.0001 per share, and (ii) a warrant to purchase one-third of one share of common stock, for an aggregate purchase price of approximately $85.0 million. In connection with the PIPE Investment, we incurred transactions costs of $4.2 million. The net proceeds of $80.8 million provided us liquidity to fund our business.

RESULTS OF CONTINUING OPERATIONS

Comparison of the Three Months Ended September 30, 2023 and 2022

The following table shows the amounts from our condensed consolidated statements of operations, with the corresponding percentage change from the comparative prior year period:


	Three Months Ended September 30,
(USD in Thousands)	2023		2022		Change		% Change
Revenues	$	113,066	$	122,296	$	(9,230)	(8)	%
Cost of sales	108,927		116,365		(7,438)		(6)	%
Gross profit (loss)	4,139		5,931		(1,792)		(30)	%
Operating expenses:
Research and development	10,525		11,438		(913)		(8)	%
Selling, general and administrative expenses	17,874		18,912		(1,038)		(5)	%
Impairment of goodwill	—		—		—		100	%
Total operating expenses	28,399		30,350		(1,951)		(6)	%
Loss from operations	(24,260)		(24,419)		159		(1)	%
Other (income) expense:
Interest expense, net	7,179		6,200		979		16	%
Changes in fair value of warrants and conversion option	(12,001)		(4,036)		(7,965)		197	%
Other expense, net	(201)		(181)		(20)		11	%
Total other (income) expense, net	(5,023)		1,983		(7,006)		(353)	%
Net loss from continuing operations before income taxes	(19,237)		(26,402)		7,165		(27)	%
Income tax expense (benefit)	6		13		(7)		(54)	%
Net loss from continuing operations, net of income taxes	$	(19,243)	$	(26,415)	$	7,172	(27)	%

The following table shows our revenue disaggregated into Proprietary and Non-Proprietary product categories, with the corresponding percentage change from the comparative prior year period:


	Three Months Ended September 30,
(USD in Thousands)	2023		2022		Change		% Change
Proprietary	$	33,122	$	26,036	$	7,086	27	%
Non-Proprietary	79,944		96,260		(16,316)		(17)	%
Total Revenues	$	113,066	$	122,296	$	(9,230)	(8)	%

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Revenues

Revenue for the three months ended September 30, 2023 was $113.1 million, a decrease of $9.2 million as compared to the same period in 2022. Included within revenue are the results of exchange-traded futures used to manage the risk of fluctuating Chicago Board of Trade prices related to forecasted ingredient sales entered into in the normal course of business. These economic hedges resulted in gains of $1.9 million for the three months ended September 30, 2023. For the three months ended September 30, 2022, revenues included gains of $3.4 million associated with hedging activities. After accounting for all hedging activity, the year-over-year revenue decrease was primarily driven by an approximate 17 percent decline in non-proprietary revenues due to record-level crush margins in the third quarter of 2022. Proprietary revenues increased by approximately 27 percent, driven by greater availability of product and the sale of proprietary soybeans into the commodity market. This was somewhat offset by partnerships and licensing agreements that contributed positively during the three months ended September 30, 2023 compared to the same period in 2022.

Gross Profit (Loss)

For the three months ended September 30, 2023, we reported a gross profit of $4.1 million, as compared to a gross profit of $5.9 million for the same period in 2022. Included within gross profit for the three months ended September 30, 2023 were $2.0 million in gains associated with hedging activities, as compared to losses of $0.5 million associated with hedging activities for the same period in 2022. The overall decrease in reported gross profit was driven by the sale of proprietary products into the commodity markets at unfavorable margins and non-recurring factors affecting the supply chain, including logistics and unscheduled maintenance costs at our processing facilities. This was somewhat offset by partnerships and licensing agreements that contributed positively to the gross profit during the three months ended September 30, 2023 compared to the same period in 2022.

Research and Development Expenses

Research and development expenses for the three months ended September 30, 2023 were $10.5 million, a decrease of $0.9 million as compared to the same period in 2022. We continue to invest in technology costs, facilities expenses (primarily related to the Crop Accelerator facility), and workforce-related expenses as we did in 2022 to continue to drive innovation in food with our CropOS® technology platform.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended September 30, 2023 were $17.9 million, a decrease of $1.0 million as compared to the same period in 2022. The decrease was primarily due to a decrease in non-cash stock-based compensation expense driven by the overall decline in the current share price of our common stock and stock award modifications during the three months ended September 30, 2023 compared to the same period in 2022. We incurred approximately $2.5 million of non-recurring expenses in the quarter related to the the evolution of our company to an asset-light business model and entry into the established and growing domestic animal feed markets.

Total Other (Income) Expense, Net

Total other (income) expense, net for the three months ended September 30, 2023 was $5.0 million, a decrease of $7.0 million as compared to the same period in 2022. The decrease was largely due to a $8.0 million reduction in the valuation of warrant and conversion option liabilities driven by the fluctuation in the share price of our common stock and equity volatility for the three months ended September 30, 2023 compared to the same period in 2022.

Income Tax (Benefit) Expense

No net income tax benefit for net operating losses incurred in the U.S. has been recorded due to uncertainty in realizing a benefit from these items. The tax expense recorded for the three month period ended September 30, 2023 relates to minor state and foreign taxes.

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Comparison of the Nine Months Ended September 30, 2023 and 2022

The following table shows the amounts from our condensed consolidated statements of operations, with the corresponding percentage change from the comparative prior year period:


	Nine Months Ended September 30,
(USD in Thousands)	2023		2022		Change		% Change
Revenues	$	356,747	$	282,053	$	74,694	26	%
Cost of sales	340,117		279,315		60,802		22	%
Gross profit (loss)	16,630		2,738		13,892		507	%
Operating expenses:
Research and development	33,480		35,739		(2,259)		(6)	%
Selling, general and administrative expenses	44,892		59,448		(14,556)		(24)	%
Impairment of goodwill	19,226		—		19,226		100	%
Total operating expenses	97,598		95,187		2,411		3	%
Loss from operations	(80,968)		(92,449)		11,481		(12)	%
Other (income) expense:
Interest expense, net	20,425		16,030		4,395		27	%
Changes in fair value of warrants and conversion option	(30,661)		(41,676)		11,015		(26)	%
Other expense, net	2,588		2,104		484		23	%
Total other (income) expense, net	(7,648)		(23,542)		15,894		(68)	%
Net loss from continuing operations before income taxes	(73,320)		(68,907)		(4,413)		6	%
Income tax expense (benefit)	(117)		30		(147)		(490)	%
Net loss from continuing operations, net of income taxes	$	(73,203)	$	(68,937)	$	(4,266)	6	%

The following table shows our revenue disaggregated into Proprietary and Non-Proprietary product categories, with the corresponding percentage change from the comparative prior year period:


	Nine Months Ended September 30,
(USD in Thousands)	2023		2022		Change		% Change
Proprietary	$	77,046	$	52,298	$	24,748	47	%
Non-Proprietary	279,701		229,755		49,946		22	%
Total Revenues	$	356,747	$	282,053	$	74,694	26	%

Revenues

Revenue for the nine months ended September 30, 2023 was $356.7 million, an increase of $74.7 million as compared to the same period in 2022. Included within revenue are the results of exchange-traded futures used to manage the risk of fluctuating Chicago Board of Trade prices related to forecasted ingredient sales entered into in the normal course of business. These economic hedges resulted in gains of $6.1 million for the nine months ended September 30, 2023. For the nine months ended September 30, 2022, revenues included losses of $3.3 million associated with hedging activities. After accounting for all hedging activity, the year-over-year revenue increase was primarily driven by operational performance improvement, compared to the start up period at both soy crush facilities in the first half of 2022. Partially offsetting the positive performance was an unfavorable comparison to peak pricing in the third quarter of 2022 for non-proprietary products, and the market headwinds affecting demand for our proprietary products. Revenue performance also benefited from increased shipments of proprietary non-GMO soybeans, soy flours, aquafeed ingredients and high oleic oil products.

Gross Profit (Loss)

For the nine months ended September 30, 2023, we reported gross profit of $16.6 million, as compared to $2.7 million for the same period in 2022. Included within gross profit for the nine months ended September 30, 2023 were $4.6 million in gains associated with hedging activities, as compared to losses of $12.2 million associated with hedging activities for the same period in 2022. The overall increase in profitability was driven by operational efficiency gains and commercial activities associated with the second year operating the closed-loop business model and go-to-market strategy compared to the prior year period, which drove favorable performance in both proprietary and non-proprietary soy and yellow pea revenues. These benefits were

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partially offset by ongoing cost pressure and the negative pricing impacts from market headwinds beginning in the third quarter of this year.

Research and Development Expenses

Research and development expenses for the nine months ended September 30, 2023 were $33.5 million, a decrease of $2.3 million as compared to the same period in 2022. We continue to invest in technology costs, facilities expenses (primarily related to the Crop Accelerator facility) and workforce-related expenses as we did in 2022 to continue to drive innovation in food with our CropOS® technology platform.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended September 30, 2023 were $44.9 million, a decrease of $14.6 million compared to the same period in 2022. The decrease was primarily due to a decrease in non-cash stock-based compensation expense driven by the overall decline in the current share price of our common stock and a $6.2 million decrease to stock-based compensation expense due to equity award modifications as a result of the separation of the former Chief Executive Officer during the nine months ended September 30, 2023 compared to the same period in 2022. We incurred approximately $4.3 million of non-recurring expenses in the quarter related to the the evolution of our company to an asset-light business model and entry into the established and growing domestic animal feed markets.

Impairment of Goodwill

As of June 30, 2023, we identified an indicator of impairment and determined it was no longer more likely than not that the fair value of our sole reporting unit was in excess of the carrying value. As a result, a quantitative goodwill and separately identifiable intangible asset impairment assessment was performed as of June 30, 2023, and we recorded an impairment of the carrying value of goodwill of $19.2 million, which represented the entire goodwill balance prior to the impairment charge.

Total Other (Income) Expense, Net

Total other income, net for the nine months ended September 30, 2023, was $7.6 million, a decrease of $15.9 million as compared to the same period in 2022. The decrease was largely due to a change of $11.0 million in the valuation of warrant and conversion option liabilities driven by the fluctuation in the share price of our common stock and equity volatility and an increase of $4.3 million in interest expense, net for the nine months ended September 30, 2023 compared to the same period in 2022.

Income Tax (Benefit) Expense

No net income tax benefit for net operating losses incurred in the U.S. has been recorded due to uncertainty in realizing a benefit from these items. The tax benefit recorded for the nine month period ended September 30, 2023 relates primarily to the reversal of deferred tax liabilities due to the impairment of goodwill.

Adjusted EBITDA

Adjusted EBITDA is a financial measure of performance not presented in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). Among other financial metrics, our management reviews results of operations based upon Adjusted EBITDA. We calculate Adjusted EBITDA as consolidated net loss from continuing operations before net interest expense, income tax provision and depreciation and amortization, further adjusted to exclude stock-based compensation, changes in fair value of warrants and conversion option, realized (gains) losses on marketable securities, goodwill and long-lived asset impairment, restructuring-related costs (including severance costs) and the impact of significant non-recurring items.

We believe that Adjusted EBITDA is useful in comparing our financial performance with the performance of other companies for the following reasons:

•Adjusted EBITDA is widely used by investors and securities analysts to measure a company’s operating performance without regard to items such as stock-based compensation expense, depreciation and interest expense, that can vary substantially from company to company depending upon their financing and capital structures, and the method by which assets were acquired; and

•Adjusted EBITDA provides consistency and comparability with our past financial performance, and facilitates comparisons with other companies, many of which use similar non-U.S. GAAP financial measures to supplement their U.S. GAAP results.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider this measure in isolation or as a substitute for analysis of our financial results as reported under U.S. GAAP. Some of these limitations are as follows:

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•Although depreciation expense is a non-cash charge, the assets being depreciated may have to be replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure requirements;

•Adjusted EBITDA excludes stock-based compensation expense, which has been, and will continue to be for the foreseeable future, a significant recurring non-cash expense for our business and an important part of our compensation strategy;

•Adjusted EBITDA excludes other material non-recurring items;

•Adjusted EBITDA does not reflect: (1) recurring changes in, or cash requirements for, our working capital needs; (2) interest expense, or the cash requirements necessary to service interest or principal payments on our debt, which reduces cash available to us; or (3) tax payments that may represent a reduction in cash available to us; and

•We have and may in the future modify how we calculate Adjusted EBITDA; and

•The expenses and other items that we exclude in our calculation of Adjusted EBITDA may differ from the expenses and other items, if any, that other companies may exclude from Adjusted EBITDA when they report their operating results.

Because of these limitations, Adjusted EBITDA should be considered along with other operating and financial performance measures presented in accordance with U.S. GAAP. Adjusted EBITDA for the three and nine months ended September 30, 2023 and 2022 are presented below. A reconciliation of our consolidated net loss from continuing operations to Adjusted EBITDA is also presented below.


	Three Months Ended September 30,				Nine Months Ended September 30,
(USD in Thousands)	2023		2022		2023		2022
Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA
Net loss from continuing operations, net of income taxes	$	(19,243)	$	(26,415)	$	(73,203)	$	(68,937)
Interest expense, net	7,179		6,200		20,425		16,030
Income tax expense (benefit)	6		13		(117)		30
Depreciation and amortization	5,460		5,052		16,056		14,992
Stock-based compensation	867		4,412		(392)		15,771
Changes in fair value of warrants and conversion option	(12,001)		(4,036)		(30,661)		(41,676)
Impairment of goodwill	—		—		19,226		—
Severance	386		185		1,624		474
Other	3,187		(95)		6,061		3,489
Total Adjusted EBITDA	$	(14,159)	$	(14,684)	$	(40,981)	$	(59,827)

Adjusted EBITDA for the three months ended September 30, 2023 was a loss of $14.2 million, which represents a change in loss of $0.5 million as compared to the same period in 2022. The change in loss for 2023 was driven by a decrease in our year-over-year net loss from continuing operations of $7.2 million, a change of $8.0 million in the fair value of our warrants and conversion option and a decrease of $3.5 million in stock-based compensation expense, both driven by the fluctuation in the share price of our common stock and equity volatility, offset by an increase of $3.3 million in other non-recurring costs during the three months ended September 30, 2023 when compared to the same period in 2022.

Adjusted EBITDA for the nine months ended September 30, 2023 was a loss of $41.0 million, which represents a reduction in loss of $18.8 million as compared to the same period in 2022. The improvement for 2023 was driven by a change of $11.0 million in the fair value of our warrants and conversion option and a decrease of $9.9 million in stock-based compensation expense, both driven by the fluctuation in the share price of our common stock and equity volatility, a $6.2 million decrease to stock-based compensation expense due to equity award modifications as a result of the separation of the former Chief Executive Officer, offset by the impairment of goodwill of $19.2 million during the nine months ended September 30, 2023 when compared to the same period in 2022.

Liquidity and Capital Resources

Liquidity describes our ability to access sufficient cash flows to meet the cash requirements of our business operations, including working capital needs, debt service, acquisitions, contractual obligations, and other commitments. We assess liquidity in terms of our ability to access cash flows from sales of assets, operations, marketable securities, and available credit facilities

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and their sufficiency to fund our operating, investing and financing activities. To meet our payment service obligations, we must have sufficient highly liquid assets and be able to move funds on a timely basis.

Since inception, our primary sources of liquidity have been equity and debt financings. On September 30, 2023, our liquidity was comprised of cash and marketable securities of $65.6 million and restricted cash of $20.4 million from continuing operations, and cash of $0.2 million from discontinued operations.

We have multiple debt instruments (see Note 9, Debt), including term loans, notes payable, and a revolving line of credit. As of September 30, 2023, our commitments include term debt and notes payable outstanding of $109.2 million, access to a revolving credit facility of up to $6.0 million, as capped by a defined borrowing base that could result in availability that is less than this amount, and lease liabilities of $87.1 million.

Certain of our debt instruments require adherence to financial covenants, including maintaining minimum liquidity and maintenance of a minimum cash balance. If we breach these covenants, the holder of the debt may declare all amounts immediately due and payable. In March 2023, we entered into a third amendment to our existing term loan credit facility, which, among other things, extended the interest-only period for six months through the second quarter of 2024 and allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In October 2023, we entered into a fourth amendment to our existing term loan credit facility, which among other things: changed the maturity date to March 1, 2024; changed the prepayment fee to be equal to 1% of any prepayment of Loans (as defined in the Convertible Loan and Security Agreement) for any prepayments made prior to January 14, 2024; increased the “final payment” from 12.70% to 17.70% of the original Commitment amount of $100,000; within one business day after closing of certain sales of our equity securities, we must pay as a prepayment the lesser of (i) 100% of the net closing proceeds or (ii) the outstanding principal of the Obligations (as defined in the Convertible Loan and Security Agreement); within one business day of the closing of certain asset sales, we must pay as a prepayment the net closing proceeds from such asset sales; within one business day of either November 15, 2023 or the closing of certain asset sales, we must pay as a prepayment the lesser of (i) all cash in the Blocked Account (as defined in the Convertible Loan and Security Agreement) or (ii) the outstanding principal and pro rata portion of fees due, the financial covenant to maintain at all times a minimum liquidity equal to or greater than four or six months will be removed effective upon the lender’s receipt of net closing proceeds from certain asset sales and all cash in the Blocked Account and following such removal we will instead be required to maintain $20,000 of unrestricted cash at all times, and the Warrants (as defined in the Convertible Loan and Security Agreement) must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment. See Note 16 , Subsequent Events in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information. In June 2023, our wholly-owned subsidiary entered into a twelfth amendment to its existing credit agreement, which, among other things, extended certain maturity dates of term loans available under the credit agreement, and allowed our subsidiary to repay up to $2.7 million of subordinated debt without penalty.

In addition, our commitments include capital expenditures to manufacture soy flour texturization ingredients, associated operating costs supporting the sale of products, and general administrative expenses. For the nine months ended September 30, 2023, we incurred a net loss from continuing operations of $73.2 million and use of cash flows from operating activities of $73.9 million.

Our business prospects are subject to risks and uncertainties frequently encountered by emerging growth companies, including access to capital. We have incurred significant losses since inception, primarily due to investments to enhance our technological capabilities and costs associated with the early-stage commercialization of products. Specifically, the Convertible Notes Payable becomes due and payable in full on March 1, 2024 and there is a risk that we may be unable to repay in full the Convertible Notes Payable by such date. Further, there is a risk to our compliance with the financial covenants under the Convertible Notes Payable. These factors, coupled with expected capital expenditures, indicated that, without further action, our forecasted cash flows would not be sufficient for us to meet our contractual commitments and obligations as they came due in the ordinary course of business for 12 months after the date the condensed consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern.

Our liquidity plans and operating budget include further actions that we believe are probable to be achieved in the 12 months after the date the condensed consolidated financial statements are issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of our organization, divesting our processing assets, exploring strategic alternatives, supplementing cash needs by selling additional shares of our common stock or securities convertible into common stock, to the public through our shelf registration statement, or otherwise, or obtaining alternative forms of financing. There are no guarantees that we will achieve any of these plans, which involve risks and uncertainties, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concern.

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Through the combination of cash on hand, savings driven by our expanded liquidity improvement plan, and net proceeds from our completed and anticipated asset dispositions, we expect to have available approximately $170 million to $200 million to retire our current high-cost term loan debt by its maturity date and help create approximately 12 months of liquidity. We plan to use this anticipated liquidity runway while we seek to secure partnership and licensing agreements to help us execute our long-term strategy.

To grow our business, we expect we will need to secure additional capital, which could be debt or equity financing and may lead to dilution of our common stockholders. We believe that our liquidity plans and operating budget described above will supplement our future strategic growth initiatives and our longer-term capital needs. We are continuously assessing our business plans and capital structure. We may also require additional capital in the future to fund capital expenditures, acquisitions or other investments. These capital requirements could be substantial. The amount and timing of our future funding requirements will depend on many factors, including the success of the commercialization of certain of our products, our ability to continue to satisfy our financial covenants under our financing facilities, our ability to repay or refinance our indebtedness as it becomes due, and our success at implementing our Liquidity Improvement Plan and other cost-saving measures. We could potentially use our available financial resources sooner than we currently expect. Our failure to raise capital as and when needed could have significant negative consequences for our business, financial condition and results of consolidated operations. We cannot guarantee that we will be able to satisfy our repayment obligations, meet existing financial covenants or obtain new financing on favorable terms, if at all. Our future capital requirements and the adequacy of available funds will depend on many factors, including those more fully described under the heading “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2022, and in Part II, Item 1A of this Quarterly Report on Form 10-Q.

Summary of Cash Flows

A summary of our cash flows from operating, investing and financing activities is presented in the following table:


	Nine Months Ended September 30,
(USD in Thousands)	2023		2022
Net cash used in operating activities	$	(73,868)	$	(64,387)
Net cash provided by (used in) investing activities	72,237		(83,481)
Net cash (used in)/provided by financing activities	(9,053)		98,929
Effect of exchange rate changes on cash	—		(46)
Net decrease in cash and cash equivalents	(10,684)		(48,985)
Cash, cash equivalents and restricted cash, beginning of period	43,321		78,963
Cash, cash equivalents and restricted cash, end of period	$	32,637	$	29,978

Operating Activities

On a consolidated basis, net cash flows used by operating activities were $73.9 million and $64.4 million for the nine months ended September 30, 2023 and 2022, respectively. The increase in cash outflows of $9.5 million for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022 was primarily due to a higher use of cash on payments of accounts payable and accrued expenses partially offset by a lower use of cash on purchases on inventory.

Net cash flows provided by operating activities from discontinued operations were $2.3 million for the nine months ended September 30, 2023 compared to $0.6 million of net cash flows used in operating activities for the same period in 2022. The increase in cash inflows of $2.9 million from operating activities for the nine months ended September 30, 2023 as compared to the same period in 2022 was primarily driven by changes in working capital.

Investing Activities

On a consolidated basis, net cash flows provided by investing activities were $72.2 million for the nine months ended September 30, 2023 compared to a use of cash of $83.5 million for the nine months ended September 30, 2022, representing an increase in cash inflow of $155.7 million for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The increase in cash inflow was driven by lower purchases of marketable securities of $262.7 million partially offset by a decrease in maturities and sales of marketable securities of $113.7 million during the nine months ended September 30, 2023.

There was $2.4 million net cash inflow from investing activities from discontinued operations for the nine months ended September 30, 2023 compared to a net use of cash of $4.3 million for the nine months ended September 30, 2022. The increase

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in cash inflows of $6.7 million from investing activities was attributable to $2.4 million in proceeds from the close of the Stock Sale offset by a decrease in payments for property and equipment of $4.3 million.

Financing Activities

On a consolidated basis, net cash flows used in financing activities were $9.1 million for the nine months ended September 30, 2023 compared to a source of cash of $98.9 million for the nine months ended September 30, 2022, representing a decrease of $108.0 million of cash inflows from financing activities. The decrease in net cash flows from financing activities is primarily attributable to the PIPE Investment, which resulted in gross proceeds of $80.8 million and proceeds from the issuance of long-term debt of $24.1 million during the nine months ended September 30, 2022 that did not recur during the nine months ended September 30, 2023.

Net cash flows used in financing activities from discontinued operations were $3.2 million for the nine months ended September 30, 2023 compared to a source of cash of $2.8 million for the nine months ended September 30, 2022. The decrease in net cash flows from financing activities for the nine months ended September 30, 2023 is attributable to repayments of debt compared to financing activities resulting in proceeds from an issuance of debt of $2.8 million during the nine months ended September 30, 2022.

Commitments and Contingencies

The information set forth in Note 14, Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q is incorporated herein by reference.

Off-Balance Sheet Arrangements

We have not entered into off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Critical Accounting Policies and Estimates

There have been no material changes in our critical accounting policies from the information provided under “Critical Accounting Policies and Estimates” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

Emerging Growth Company

See Note 2, Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for a description of our emerging growth company status.

Recent Accounting Guidance

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by us as of the specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption. See Note 2, Summary of Significant Accounting Policies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this Form 10-Q for more information about recent accounting pronouncements, the timing of their adoption and our assessment, to the extent we have made one, of their potential impact on our financial condition and results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our quantitative and qualitative disclosures about market risk are described under the heading “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the year ended December 31, 2022. In the nine months ended September 30, 2023, there were no material changes to our quantitative and qualitative disclosures about market risk from those discussed in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) designed to ensure that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures,

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no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, as ours are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Our management, with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined under the Exchange Act, as of September 30, 2023, the end of the period covered by this Quarterly Report on Form 10-Q. Based upon that evaluation, our Interim Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures were effective.

Limitations on Controls and Procedures

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Additionally, in designing disclosure controls and procedures, our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended September 30, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

We 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 our business.

Item 1A. Risk Factors

An investment in our securities involves a high degree of risk. In evaluating our business, you should consider carefully the risks described below, as well as the other information contained in this report and in our other filings with the SEC. Additional risks not presently known to us or that we currently deem immaterial may also adversely affect our business. The occurrence of any of these events or circumstances could individually or in the aggregate have a material adverse effect on our business, financial condition, cash flow or results of operations. In that event, the trading price of our securities could decline, and you could lose all or part of your investment. This report contains forward-looking statements; please refer to the cautionary statements made under the heading “Cautionary Note Regarding Forward-Looking Statements” for more information on the qualifications and limitations on forward-looking statements. References in this section to “we,” “our,” or “us” generally refer to Benson Hill, unless otherwise specified.

Risk Factors Summary

Risks Relating to Our Business and Industry

•If we fail to successfully manage and execute our transition to an asset-light business model with a focused expansion into broadacre animal feed markets our results of operations could be harmed.

•While our unaudited condensed consolidated financial statements have been prepared on a going concern basis, we believe that our recurring net losses, negative cash flows from operations, accumulated deficit and other factors have raised substantial doubt about our ability to continue as a going concern.

•The actions associated with the execution of the Liquidity Improvement Plan could be insufficient to achieve our financial objectives and could have negative consequences on our business and growth.

•If we are unable to repay our existing debt facility at or prior to maturity and obtain alternative sources of financing, our business and financial condition could be materially adversely affected.

•We have recognized a goodwill impairment charge in the nine months ended September 30, 2023, and we could be required to record additional material impairment charges on intangible assets and long-lived assets in the future.

•We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.

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•We have a history of net losses and we may not achieve or maintain profitability.

•We expect we will need to raise additional funding to achieve our goals, which could dilute existing stockholders, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product development efforts or other operations.

•We face significant competition and many of our competitors have substantially greater financial, technical and other resources than we do.

•Any collaboration arrangements that we have entered into or may enter into in the future may not be successful, which could adversely affect our anticipated revenues and our ability to develop and commercialize our product candidates.

•To compete effectively, we must introduce new products that achieve market acceptance.

•Our ability to contract for sufficient acreage with the appropriate nutrient profile on a cost-effective basis presents challenges.

•The overall agricultural industry is susceptible to commodity price changes and we are exposed to market risks from changes in commodity prices.

•Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

•The regulatory environment in the U.S. for our current and future products is uncertain and evolving.

•The regulatory environment outside the U.S. varies greatly from jurisdiction to jurisdiction and there is less certainty how our products will be regulated.

•Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.

•To the extent we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.

•We are subject to numerous affirmative and negative covenants in our debt financings, which may impede our ability to execute our business plan or secure additional financing, and, if breached, may adversely affect our business, results of operations and financial condition.

•Cybersecurity vulnerabilities, threats and more sophisticated and targeted computer crimes pose a risk to our systems, networks, products and data.

•Our business activities are currently conducted at a limited number of locations, which makes us susceptible to damage or business disruptions caused by natural disasters or acts of vandalism.

•Patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our competitive position.

•We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.

•Our ability to successfully operate is largely dependent upon the efforts of certain of our key personnel. Any loss of such key personnel could negatively impact our operations and financial results.

Risks Relating to Ownership of Our Securities

•If securities analysts do not publish research or reports about our business or if they downgrade our common stock or our sector, our common stock price and its trading volume could decline.

•Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price of our common stock to decline, and any issuance of additional common stock, or securities convertible into common stock, could dilute common stockholders.

•The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

•The market price of our common stock is highly volatile and you could lose all or part of your investment as a result.

•If we are unable to remediate the material weaknesses in our internal control over financial reporting, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements of our consolidated financial statements or failure to meet our periodic reporting obligations.

•Issuances of additional common stock, or securities convertible into common stock, could dilute common stockholders, and we may issue additional common stock pursuant to our shelf registration statement (including our at-the-market facility), upon exercise of outstanding warrants, for additional financing purposes, in connection with strategic transactions such as acquisitions or collaboration agreements, or otherwise.

•Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on your investment unless you sell your common stock for a price greater than that which you paid for it.

•Certain of our stockholders may engage in business activities which compete with ours or otherwise conflict with our interests.

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Risks Relating to Our Business and Operations

If we fail to successfully manage and execute our transition to an asset-light business model with a focused expansion into broadacre animal feed markets our results of operations could be harmed.

On October 31, 2023, we announced plans to improve our financial position and accelerate our transition to an asset-light business model with a focused expansion into broadacre animal feed markets. Under this business transition plan, we intend to serve the animal feed market through an asset-light business model and secure new partnership and licensing agreements to scale our product innovations. Execution of this transition plan and our expanded Liquidity Improvement Plan, requires the divestiture of our processing assets, the proceeds of which we believe will help provide us with sufficient liquidity while we seek to secure partnership and licensing agreements to help us execute our long-term strategy. However, we cannot assure we will be able to manage and execute these plans successfully or in a timely manner, or that, even if we do, we will have sufficient liquidity to pursue our long-term strategy. Our ability to accomplish these plans is subject to significant business, financial, operational, timing, market, and other risks, including necessary participation of third parties. For example, our plans to divest assets and to accelerate the move to an asset-light model are reliant on us entering into agreements to sell our assets and enter new partnerships and licensing agreements. There is no guarantee we will be able to sell our assets in a timely manner or for sufficient net proceeds to help us pay off our high-cost term loan debt by maturity and still have suffiicent liquidity to pursue our plans. Similarly, there is no assurance that we will be able to secure the necessary partnership and licensing agreements to achieve our acreage goals in the coming years. Our inability to successfully manage and execute any of these plans will have a direct bearing on our ability to generate future revenues and profits.

Our ability to successfully manage and execute this transition plan is subject to a variety of conditions and factors, some of which are beyond our control, including our ability to divest our processing assets on favorable terms and in a timely manner, or at all, our ability to retain effective directors, officers and qualified personnel, our ability to successfully execute our expanded Liquidity Improvement Plan, our ability to secure new partnership and licensing agreements, our ability to repay our current high-cost debt in a timely manner, or at all, our ability to comply with the covenants of our debt financing agreements, and our ability to maintain our listing on the New York Stock Exchange.

If we are unable to successfully manage and execute our transition and liquidity improvement plan, our results of operations could be harmed. Additionally, we may not realize the expected benefits of these plans.

While our unaudited condensed consolidated financial statements have been prepared on a going concern basis, we believe that our recurring net losses, negative cash flows from operations, accumulated deficit and other factors have raised substantial doubt about our ability to continue as a going concern.

There is substantial doubt about our ability to continue as a going concern, as we currently do not have adequate financial resources to meet our forecasted operating costs as they come due in the ordinary course of business for at least twelve months, from the filing of this Form 10-Q. For the three and nine months ended September 30, 2023, we incurred a net loss from continuing operations of $19.2 million and $73.2 million, respectively, and for the nine months ended September 30, 2023, we had negative cash flows from operating activities of $73.9 million and capital expenditures of $10.1 million. As of September 30, 2023, we had cash and marketable securities of $65.6 million and restricted cash of $20.4 million. As of September 30, 2023, we had an accumulated deficit of $485.9 million and term debt and notes payable of $109.2 million, which are subject to repayment terms and covenants further described in Note 9, Debt and in Note 16, Subsequent Events,in the notes to condensed consolidated financial statements of this Form 10-Q. Specifically, the Convertible Notes Payable becomes due and payable in full on March 1, 2024. We have incurred significant losses since our inception, primarily to fund investment into technology and costs associated with early-stage commercialization of products and we expect to continue generating operating losses in the near term. These matters raise substantial doubt about our ability to continue as a going concern.

Our potential inability to continue as a going concern may materially adversely affect our share price and our ability to raise new capital, enter into critical contractual relations with third parties, meet our obligations as they become due and otherwise execute our business strategy. If we are unable to generate sustainable operating profit and sufficient cash flows by divesting processing assets, then our future success will depend on our ability to raise capital. We cannot be certain that additional capital, whether through selling additional debt or equity securities or obtaining a line of credit or other loan, will be available to us or, if available, will be on terms acceptable to us. We currently have no committed sources of financing available to fund the full repayment of Convertible Notes Payable. If we are unable to raise additional financing and increase revenue or reduce expenses, we may be unable to continue to fund our operations, develop our products, realize value from our assets, or discharge our liabilities in the normal course of business. If we become unable to continue as a going concern, we could have to liquidate our assets, and potentially realize significantly less than the values at which they are carried on our financial statements, and stockholders could lose all or part of their investment in our shares.

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The actions associated with the execution of the Liquidity Improvement Plan could be insufficient to achieve our financial objectives and could have negative consequences on our business and growth.

On March 27, 2023, our Board of Directors committed to the Liquidity Improvement Plan, which together with subsequent cost-saving measures, is intended to improve liquidity by an estimated $65 million to $85 million by the end of 2024. Through the combination of cash on hand, savings driven by our expanded liquidity improvement plan, and net proceeds from our completed and anticipated asset dispositions, we expect to have available approximately $170 million to $200 million to retire our current high-cost term loan debt by its maturity date and help create approximately 12 months of liquidity. We plan to use this anticipated liquidity runway while we seek to secure partnership and licensing agreements to help us execute our long-term strategy.

While we expect the actions associated with the execution of the Liquidity Improvement Plan to be substantially complete by the end of the first quarter of 2024, there can be no assurance that such actions or any other cost reduction initiatives will be successfully or timely implemented, or that they will materially and positively impact our ability to achieve our financial objectives, or that they will leave us sufficient liquidity to pursue our plans or remain a going concern. Because the Liquidity Improvement Plan involves restructuring certain parts of our organization, the associated cost reductions could adversely impact productivity, product innovations and sales to an extent we have not anticipated. In addition, aspects of the Liquidity Improvement Plan, such as the divestiture of our processing assets and our exploration of strategic alternatives, could adversely impact our ability to generate revenues. Our ability to complete the actions associated with the execution of the Liquidity Improvement Plan and achieve the anticipated benefits within the expected timeframe is subject to estimates and assumptions, and actual results may vary materially from our expectations, including as a result of factors that are beyond our control. Our efforts to create a more cost-efficient organization and enhance our capital structure to execute on our strategic priorities may not be successful. Even if we successfully execute these actions in a timely manner and they generate the anticipated cost savings, the Liquidity Improvement Plan may have other unforeseeable or unintended consequences that could materially adversely impact our profitability and business, including our research and development initiatives and our ability to commercialize our product candidates. To the extent that we do not achieve the intended benefits of the actions associated with the execution of the Liquidity Improvement Plan, or suffer negative consequences as a result of its implementation, our business and results of operations may be materially adversely affected.

If we are unable to repay or retire our existing debt facility at or prior to maturity and obtain alternative sources of financing, our business and financial condition could be materially adversely affected.

We currently intend to retire our existing Convertible Notes Payable by their maturity date on March 1, 2024 and obtain alternative sources of financing. We can make no assurances that we will be able to retire our Convertible Notes Payable in a timely manner, or at all, or that we will be able t secure any new source of financing, or that the terms of any new source of financing will be more favorable to us than our existing indebtedness. If we are unable to repay our existing Convertible Notes Payable in a timely manner and obtain alternative sources of financing on terms acceptable or favorable to us, in an amount sufficient to meet our liquidity needs, or within the anticipated timeframe, our business, financial condition, results of operations, prospects, and ability to continue as a going concern could be adversely affected.

We cannot guarantee that we will be able to meet existing financial covenants or that any new financing will be available to us on favorable terms, in a timely manner, or at all, and the failure to implement any such new financing may make it more difficult for us to operate our business, implement our growth plans, or achieve our financial objectives. If this were to occur, we could be required to delay, limit, reduce or terminate our manufacturing, research and development activities, growth and expansion plans, establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability, any of which could have significant negative consequences for our business, financial condition and results of consolidated operations.

Any unwaived or uncured default by us under our existing debt facility could result in our lenders declaring all amounts borrowed from them to be due and payable, together with accrued and unpaid interest, or could cause our lenders to foreclose on their security interests and liquidate some or all of our assets. This could result in a material adverse effect on our business, our financial condition and results of operations and could require us to reduce or cease operations.

We have recognized a goodwill impairment charge in the nine months ended September 30, 2023, and we could be required to record additional material impairment charges on intangible assets and long-lived assets in the future.

Under U.S. GAAP, we review our goodwill and intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Additionally, goodwill and intangible assets are required to be tested for impairment at least annually. The valuation models used to determine the fair value of goodwill or intangible assets are dependent upon various assumptions and reflect management’s best estimates. Significant management assumptions, which are critical in this fair value determination, include, without limitation, revenue growth rates, operating margins, weighted average

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cost of capital, future economic and market conditions, earnings multiples, terminal growth rate, tax rate and future cash flow projections. Any changes to the assumptions and estimates made by management, may cause a change in circumstances indicating that the carrying value of the goodwill and intangible assets may not be recoverable.

The impairment charge reflects an ongoing assessment of current market conditions and potential strategic investments to continue commercializing our proprietary products and pursue other strategic investments in the industry. See Part I, Item 1, Goodwill and Intangible Assets section in Note 2, Summary of Significant Accounting Policies in the notes to condensed consolidated financial statements of this Form 10-Q.

Each quarter, we assess whether events or changes in circumstances have occurred that indicate the carrying value of intangible assets and long-lived asset groups may not be recoverable. If we determine that the carrying value of intangible assets and long-lived asset groups are not recoverable, we will be required to record impairment charges relating to those assets. We cannot accurately predict the amount and timing of any impairment of intangible assets or long-lived assets. Any additional impairment charges that we may take in the future could be material to our results of operations and financial position.

We have a limited operating history, which makes it difficult to evaluate our current business and prospects and may increase the risk of investment.

We are an early-stage food and feed technology company with a limited operating history that to date has been focused primarily on research and development, software development, conducting field trials, pursuing initial commercialization efforts, building our management team and increasing our manufacturing capability. Investment in food and feed technology development is a highly speculative endeavor. It entails substantial upfront research and development investment and, to the extent gene editing technology may be employed, there is significant risk that we will not be able to edit the genes in a particular plant to express a desired trait, or, once edited, we will not be able to replicate that trait across entire crops in order to commercialize the product candidate. Moreover, the regulatory pathway for our product candidates can be uncertain and could add significant additional cost and time to development.

Our limited operating history may make it difficult to evaluate our current business and our prospects. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies in rapidly developing and changing industries, including challenges in forecasting accuracy, determining appropriate investments of our limited resources, gaining market acceptance of the products made using our gene editing and speed breeding platform and through our crop prototyping process, managing a complex regulatory landscape and developing new product candidates. These risks are exacerbated by the additional requirements, and associated costs of compliance, we face as a publicly traded company. We may also face challenges in scaling our supply chain in a cost-effective manner, as we will rely on contracting with seed production companies, seed distributors, farmers, crushers, millers, refiners, food companies and retailers, and logistics and transportation providers, in order to get our products to market. We may not be able to fully implement or execute on our business strategy or realize, in whole or in part within our expected time frames, the anticipated benefits of our growth strategies. You should consider our business and prospects in light of the risks and difficulties we face as an early-stage company focused on developing products in the field of food technology.

Further, we intend to transition to an asset-light business model with a focused expansion into broadacre animal feed markets, designed to complement our accomplishments in human food ingredients. Under this transition plan, we intend to enter the animal feed market through an asset-light business model and secure partnership and licensing agreements to scale our product innovations.The risks outlined above are exacerbated by our current plans, which require execution of an accelerated shift in business model, disposition of assets in a timely manner and for sufficient net proceeds, the repayment of debt by March 1, 2024, the satisfactory performance of our expanded liquidity improvement plans, and additional long-term liquidity. In addition, as previously announced, we are exploring a broad range of strategic alternatives for our business, which could include joint venture opportunities, partnerships with strategic and financial investors, asset sales, licensing opportunities or other business, merger, or acquisition transactions, which may make evaluation of our business and prospects more challenging and may increase the risk of investment.

We have a history of net losses and we may not achieve or maintain profitability.

Our net losses from continuing operations were $73.2 million for the nine months ended September 30, 2023 and $99.7 million for the year ended December 31, 2022. As of September 30, 2023 and December 31, 2022, we had an accumulated deficit of $485.9 million and $408.5 million, respectively. We will need to generate significant revenues to achieve profitability, and we

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may not be able to achieve and maintain profitability in the near future or at all, which may depress our stock price. Our future success will depend, in part, on our ability to grow revenue by expanding into broadacre animal feed markets through an asset-light business model and secure partnership and licensing agreements to scale our product innovations, licensing of our intellectual property and our ability to market and sell additional products from our pipeline of product candidates.

The net losses we incur may fluctuate significantly from year-to-year and quarter-to-quarter, such that a period-to-period comparison of our results of operations may not be a reliable indication of our future performance, and it should not be considered such.

We may not be successful in our efforts to increase revenues, successfully commercialize products, generate revenue from partnership and licensing arrangements, or attain and maintain profitable operations. If we are unsuccessful in these efforts, our cash balances and operating cash flow alone will be insufficient to fund our longer-term capital and liquidity needs. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. Our business plan and financing needs are subject to change depending on, among other things, the success of our efforts to grow revenue and our efforts to continue to effectively manage expenses.

We expect we will need to raise additional funding to achieve our goals, and a failure to obtain this necessary capital when needed on acceptable terms, or at all, may force us to delay, limit, reduce or terminate our product development efforts or other operations.

Since our inception, substantially all of our resources have been dedicated to the development of our core technology and product platforms, including purchases of property, plant and equipment. We believe that we will continue to expend substantial resources for the foreseeable future as we build and enhance our capabilities and commercialize our products. These expenditures are expected to include costs associated with research and development, manufacturing and supply, marketing and selling existing and new products, working capital, costs of acquiring and building out new facilities, costs associated with planting and harvesting, such as the purchase of seeds and growing supplies, and the cost of attracting and retaining key executives and a skilled local labor force. In addition, other anticipated and unanticipated costs may arise, including those arising from the unique nature of our controlled environment agriculture facilities.

As of September 30, 2023, we had cash and cash equivalents of $12.2 million, marketable securities of $53.5 million, restricted cash of $20.4 million, term debt and notes payable of $109.2 million, and an accumulated deficit of $485.9 million. For the nine months ended September 30, 2023, we incurred a net loss from continuing operations of $73.2 million and had negative cash flows from operating activities of $73.9 million. As described in Note 9, Debt and in Note 16, Subsequent Events, in the notes to condensed consolidated financial statements of this Form 10-Q, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources of this Form 10-Q, in October 2023, we entered into a fourth amendment to our existing term loan credit facility, which among other things, changed the maturity date to March 1, 2024, the prepayment fee, increased the final payment from 12.70% to 17.70% of the original Commitment amount of $100.0 million, changed the prepayment terms, removed net closing proceeds from certain asset sales and all cash in the Blocked Account (as defined in the Convertible Loan and Security Agreement) from the required minimum liquidity covenant calculation, and requires us to maintain $20 million of unrestricted cash at all times. There is substantial doubt about our ability to continue as a going concern, as we currently do not have adequate financial resources to meet our forecasted operating costs as they come due in the ordinary course of business for at least twelve months from the filing of this Form 10-Q.

Our business prospects are subject to risks, expenses, and uncertainties frequently encountered by emerging growth companies, including access to capital. To date, we have been funded primarily by equity and debt financings, including the issuance of convertible preferred stock, term debt, and revolving debt. See “We are subject to numerous affirmative and negative covenants with respect to certain debt financings. The covenants may impede our ability to execute our business plan and, if breached, may adversely affect our business, results of operations and financial condition” below.

Attaining and maintaining profitable operations is also dependent upon future events, including obtaining adequate financing to complete and commercialize our research and development activities, obtaining adequate grower and strategic partner relationships, building our customer base, successfully executing our business and marketing strategy and hiring appropriate personnel.

We do not expect that we will be able to fund our longer-term capital and liquidity needs based on our current cash balances and operating cash flow alone. To the extent we continue to incur losses, our liquidity needs could increase. To fund our longer-term capital and liquidity needs, we expect we will need to secure additional capital. However, our business plan and financing needs are subject to change depending on, among other things:

•the extent and timing of our implementation of our business model shift and expanded liquidity improvement plans;

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•the number and characteristics of any additional products or manufacturing processes we develop or acquire to serve new or existing markets;

•the scope, progress, results and costs of researching and developing future products or improvements to existing products or manufacturing processes;

•the expenses associated with our sales and marketing initiatives;

•our investment in manufacturing to expand our manufacturing and production capacity;

•the costs required to fund domestic and international growth;

•any lawsuits commenced against us, whether related to our products or otherwise;

•the expenses needed to attract and retain skilled personnel;

•the costs associated with being a public company;

•the costs involved in preparing, filing, prosecuting, maintaining, defending and enforcing intellectual property claims, including litigation costs and the outcome of such litigation; and

•the timing, receipt and amount of sales of, or royalties on, any future approved products, if any.

We are continuously assessing our business plans and capital structure. In order to fund our longer-term capital and liquidity needs and grow our business, we expect we will need to secure additional capital, which could be debt or equity financing and may lead to dilution of our common stockholders. We have and may continue to seek to obtain additional funds through public or private equity or debt financings or other sources, such as strategic collaborations. We also have the ability to sell up to $400 million of additional shares of our common stock, or securities convertible into common stock, to the public through our shelf registration statement, including approximately $100 million through our at-the-market facility. We may use our shelf registration statement (which may include our at-the-market facility), or alternative equity financing, to raise additional capital to supplement our projected cash needs. Any sales under our shelf registration statement are likely to result in dilution to our existing stockholders, and other types of equity financing may also result in dilution to our existing stockholders.

Although we may seek to obtain additional financing through non-dilutive means, we may be unable to do so. For example, we have announced that we are required to repay in full our current existing debt facility by March 2024, and we may replace it with a conventional, lower cost lending facility. We can make no assurances that we will be able to retire our existing debt early on the required timeframe, or at all, or that we will be able to later enter into a conventional, lower cost lending facility, or any facility, on favorable terms, in a timely manner, or at all. If we are successful in our endeavors to retire our existing debt or enter into a new facility, we cannot assure that we will be able to realize the benefits anticipated with any such new facility.

Accordingly, additional financings may result in dilution to stockholders, issuance of securities with priority as to liquidation and dividend and other rights more favorable than common stock, imposition of debt covenants and repayment obligations, or other restrictions that may adversely affect our business. In addition, we may seek additional capital due to favorable market conditions or strategic considerations even if we believe that we have sufficient funds for current or future operating plans. We cannot guarantee that we will be able to meet existing financial covenants or that new financing will be available to us on favorable terms, or at all. Our failure to raise capital as and when needed may make it more difficult for us to operate our business or implement our growth plans and we may be required to delay, limit, reduce or terminate our manufacturing, research and development activities, growth and expansion plans, establishment of sales and marketing capabilities or other activities that may be necessary to generate revenue and achieve profitability, any of which could have significant negative consequences for our business, financial condition and results of consolidated operations.

We face significant competition and many of our competitors have substantially greater financial, technical and other resources than we do.

The market for plant-based products is highly competitive, and we face significant direct and indirect competition in several aspects of our business. Mergers and acquisitions in the plant science, specialty food and feed ingredient, and agricultural biotechnology and seed industries may result in the further concentration of resources among a smaller number of our competitors.

Most of our competitors have substantially greater financial, technical, marketing, sales, distribution, supply chain infrastructure, and other resources than we do, such as larger research and development staff, more experienced marketing, manufacturing, and supply chain organizations and more well-established sales forces. As a result, we may be unable to compete successfully against our current or future competitors, which may result in price reductions, reduced margins and/or the inability to achieve market acceptance for our products. We expect to continue to face significant competition in the markets in which we intend to commercialize our products.

Many of our competitors engage in ongoing research and development, and technological developments by our competitors could render our products less competitive or obsolete, resulting in reduced sales compared to our expectations. Our ability to compete effectively and to achieve commercial success depends in part on our ability to control manufacturing and marketing costs, effectively price and market our products, successfully develop an effective marketing program and an efficient supply

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chain, develop new products with properties attractive to customers, and commercialize our products quickly without incurring major regulatory costs. We may not be successful in achieving these factors and any such failure may adversely affect our business, results of operations and financial condition.

From time to time, certain companies that are potential competitors of ours may seek new traits or trait development technologies and may seek to license our technology for such purposes. We have entered into such licensing arrangements and may enter into similar arrangements in the future. Some of these companies may have significantly greater financial resources than we do and may compete with our business, which could enable such competitors to use our technologies to develop their own products that would compete with our products.

We also anticipate increased future competition as new companies enter the market and new technologies become available, particularly in the area of gene editing. Our technology may be rendered obsolete or uneconomical by technological advances or entirely different approaches developed by our competitors that are more effective or that enable them to develop and commercialize products more quickly, more efficiently or with lower expense than we do. Our ability to generate revenues from the commercialization of our products may be limited or prevented if for any reason our technology becomes obsolete or uneconomical relative to that of our competitors’ technologies.

Any collaboration arrangements that we have or may enter into may not be successful, which could adversely affect our ability to develop and commercialize our product candidates.

We have entered into and intend to enter into additional collaboration arrangements with third parties for the development or commercialization of our products. To the extent that we decide to enter additional collaboration arrangements, we will face significant competition in seeking appropriate partners, and we will likely have limited control over the amount and timing of resources that any future collaborators dedicate to the development or commercialization of our product candidates. In addition, future collaborators may have significantly greater financial resources than we do and may compete with our business, which could enable such competitors to use our technologies to develop their own products that would compete with our products. Our ability to generate revenue from these arrangements will depend on our collaborators’ abilities to successfully perform the functions assigned to them. If our collaborations do not result in the successful development and commercialization of products, or if any of our collaborators terminates its agreement with us, we may not receive any milestone or royalty or other payments under the collaborations. If we do not receive the payments we expect under these agreements, our development of product candidates could be delayed and we may need additional resources to develop our product candidates. In addition, if any collaborator terminates its agreement with us, we may find it more difficult to attract new collaborators and our reputation among the business and financial communities could be adversely affected.

Moreover, collaboration arrangements are complex and time-consuming to negotiate, document, implement and maintain. To the extent that we seek to enter into additional collaboration agreements, we may not be successful in our efforts to establish and implement such collaboration or other alternative arrangements in a timely manner, on favorable terms, or at all. If we are unable to do so, we may have to curtail the development of the product candidate for which we are seeking to collaborate, or increase our expenditures and undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable or timely terms, or at all. If we do not have sufficient funds, we may not be able to further develop our product candidates or bring them to market and generate product revenue.

To compete effectively, we must introduce new products that achieve market acceptance.

In order to remain competitive and increase revenue, we must introduce new products from our pipeline of product candidates. If we fail to anticipate or respond to technological developments, market requirements, or consumer preferences, or if we are significantly delayed in developing and introducing products, our revenues will not increase.

Development of successful agricultural products using gene editing technologies requires significant levels of investment in research and development, including laboratory, greenhouse and field testing, to demonstrate product effectiveness and can take several years or more. We incurred research and development expenses of $33.5 million for the nine months ended September 30, 2023 and of $47.5 million in the year ended December 31, 2022. We must commit significant resources and may incur obligations (such as royalty obligations or milestone fees) to develop new products before knowing whether our investments will result in products the market will accept and without knowing the levels of revenue, if any, that may be derived from these products.

Development of new or improved agricultural products involve risks of failure inherent in the development of products based on innovative and complex technologies. These risks include the possibility that:

•our products may not perform as expected in the field;

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•our products may not receive necessary regulatory permits and governmental clearances in the markets in which we intend to sell them;

•consumer preferences, which are unpredictable and can vary greatly, may change quickly, making our products no longer desirable;

•our competitors may develop new products that taste better or have other more appealing characteristics than our products;

•our products may be viewed as too expensive by our customers as compared to competitive products;

•our products may be difficult to produce on a large scale or may not be economical to grow;

•intellectual property and other proprietary rights of third parties may prevent us or our collaborators from marketing and selling our products;

•we may be unable to patent or otherwise obtain intellectual property protection for our discoveries in the necessary jurisdictions;

•we or our collaborators may be unable to fully develop or commercialize products in a timely manner or at all; and

•third parties may develop superior or equivalent products.

Accordingly, if we experience any significant delays in the development or introduction of new products or if our new products do not achieve market acceptance, our business, operating results and financial condition would be adversely affected.

If our early testing of pipeline products is unsuccessful, we may be unable to complete the development of product candidates on a timely basis or at all.

We rely on early testing and research, including greenhouse activities and field trials, to demonstrate the efficacy of product candidates that we develop and evaluate. Field trials allow us to test product candidates in the field as well as to increase seed production, and to measure performance across multiple geographies and conditions. Successful completion of early testing is critical to the success of our product development efforts. If our ongoing or future testing is unsuccessful or produces inconsistent results or unanticipated adverse effects on the agronomic performance of our crops, or if the testing does not produce reliable data, our product development efforts could be delayed, subject to additional regulatory review or abandoned entirely. In addition, in order to support our commercialization efforts, it is necessary to collect data across multiple growing seasons and from different geographies. Even in cases where initial field trials are successful, we cannot be certain that additional field trials conducted on a greater number of acres or in different geographies will also be successful. Many factors that are beyond our control may adversely affect the success of these field trials, including unique geographic conditions, weather and climatic variations, disease or pests, or acts of protest or vandalism. Field trials, which may take up to two to three years, are costly, and any field trial failures that we may experience may not be covered by insurance and, therefore, could result in increased costs, which may negatively impact our business and results of operations.

The successful commercialization of our products depends on our ability to produce high-quality products cost-effectively on a large scale and to accurately forecast demand for our products, and we may be unable to do so.

The production of commercial-scale quantities of seeds and products requires the multiplication of the plants or seeds through a succession of plantings and seed harvests. The cost-effective production of high-quality, high-volume quantities of any product candidates we successfully develop depends on our ability to scale our production processes to produce plants and seeds in enough quantity to meet demand. For example, food ingredients such as soybean oil and soy protein concentrate will require optimized production and commercialization of the underlying plant and seed harvests. We cannot assure that our existing or future seed production techniques or acreage procurement efforts will enable us to meet our large-scale production goals cost-effectively for the products in our pipeline. Even if we are successful in developing ways to minimize yield drag and enhance quality, we may not be able to do so cost effectively or on a timely basis, which could adversely affect our ability to achieve profitability. If we are unable to maintain or enhance the quality of our plants and seeds, or procure acreage cost-effectively as we increase our production capacity, including through the expected use of third parties, we may experience reductions in customer or farmer demand, higher costs, reduced margins, increased inventory write-offs, and more limited viability of certain product categories.

In addition, because of the length of time it takes to produce commercial quantities of marketable seeds, we will need to make seed production decisions well in advance of product sales. Our ability to accurately forecast supply can be adversely affected by several factors outside of our control, including changes in market conditions, competition, base commodity prices, and environmental factors, such as pests and diseases, and adverse weather conditions. A shortfall in the supply of our products may reduce product revenue, damage our reputation in the market and adversely affect relationships. Any product surplus we have on hand may negatively impact cash flows, reduce the quality of our inventory and ultimately result in write-offs of inventory.

Additionally, we will take financial risk in our inventory given that we will have to keep the inventory at its net realizable value on our balance sheet. Fluctuations in the spot price of our crops in inventory could have negative impacts on our consolidated financial statements. Any failure on our part to produce enough inventory, or overproduction of a product, could harm our

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business, results of operations and financial condition. In addition, our customers may cancel orders, request a decrease in quantity, or make returns, which may lead to a surplus of our products.

While we estimate that the potential size of our target markets for our products is significant, that estimate has not been independently verified and is based on certain assumptions that may not prove to be accurate. Our ability to accurately forecast demand is dependent on the timing of customer decisions, qualification cycles, and other factors outside of our control. As a result, these estimates could differ materially from actual market sizes, which could result in decreased demand for our products and therefore adversely impact our future business prospects, results of operation and financial condition.

Our ability to contract for sufficient acreage with the appropriate nutrient profile on a cost-effective basis presents challenges.

In order to increase revenues, we continue to need production acreage with the appropriate nutrient profile. The costs of contracting acreage have recently increased and, if this persists, we will be challenged to balance our need for planned inventory levels against our future forecasts. We cannot assure that we will be able to obtain the acreage and nutrient profile we need in order to expand our production in a timely or cost-effective manner, or at all. Even if we are able to increase the number of acres under contract and/or to move production into new geographical locations and realize our nutrient profile targets, we may face challenges that can impede our ability to produce as much inventory as we anticipated. For example, when we move production into new geographical locations, we may find it difficult to identify growers with the expertise to grow our seed crops, and we may not have sufficient company personnel available in such new locations to provide production advice on a timely basis. Our prediction methods for identifying the right planting location may not generate the desired nutrient profile. If we are unable to secure the acreage we need at the appropriate nutrient profile to meet our planned production for the crop year, our results of operations could suffer, as could our reputation. We plan to accelerate the move to an asset-light business model that is reliant on partnerships and licensing agreements instead of a closed-loop manufacturing strategy. A robust acre acquisition strategy requiring licensing of the Company’s germplasm and direct seed sales are required to diversify into the U.S. animal feed markets. There is no guarantee that we can secure the necessary partnership and licensing agreements to achieve our stated acre goals in the coming years. This will have a direct bearing on our ability to generate future revenues and profits.

If we fail to manage our future growth effectively, our business could be materially adversely affected.

We have grown rapidly since inception and anticipate further growth. For example, our revenues from continuing operations increased from $59.1 million in 2020 to $90.9 million in 2021 to $381.2 million in 2022. This growth has and is likely to continue to place significant demands on our management, financial, operational, technological and other resources. The anticipated growth and expansion of our business and our product offerings will continue to require significant additional resources to meet our needs, which may not be available in a cost-effective manner, or at all. If we do not effectively manage our growth, we may not be able to execute on our business plan, respond to competitive pressures, take advantage of market opportunities, satisfy customer requirements or maintain high-quality product offerings, any of which could harm our business, brand, results of operations and financial condition.

The successful commercialization of our products may face challenges from public perceptions of gene-edited products and ethical, legal, environmental, health and social concerns.

The successful commercialization of our product candidates depends, in part, on public acceptance of gene-edited agricultural products.

Consumers may not understand the nature of our technologies or the scientific distinction between our non-transgenic gene-edited products and transgenic products of competitors. Non-transgenic gene-edited products are final products that do not contain any genes foreign to the plant species. As a result, they may transfer negative perceptions and attitudes regarding transgenic products to our products and product candidates. A lack of understanding of our technologies may also make consumers more susceptible to the influence of negative information provided by opponents of biotechnology. Some opponents of biotechnology actively seek to raise public concern about gene editing, whether transgenic or non-transgenic, by claiming that plant products developed using biotechnology are unsafe for consumption or that their use poses a risk of damage to the environment, or creates legal, social and ethical dilemmas. The commercial success of our products and product candidates may be adversely affected by such claims, even if unsubstantiated. Opponents of biotechnology have also vandalized the fields of farmers planting biotech seeds and facilities used by biotechnology companies, and any such acts of vandalism targeting the fields of our farmer partners, our field-testing sites or our research, production or other facilities could adversely affect our sales and our costs.

Negative public perceptions about gene editing can also affect the regulatory environment in the jurisdictions in which we are targeting the sale of our products and the commercialization of our product candidates. Any increase in such negative perceptions or any restrictive government regulations enacted in response could have a negative effect on our business and may

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delay or impair the sale of our products or the development or commercialization of our product candidates. Public pressure may also lead to increased regulation of products produced using biotechnology, further legislation regarding novel trait development technologies or administrative litigation concerning prior regulatory determinations, any of which could adversely affect our ability to sell our product or commercialize our product candidates. In addition, labeling requirements could heighten public concerns and make consumers less likely to purchase our food products containing gene-edited ingredients.

If our products become adulterated, misbranded, or mislabeled, we might need to recall those items and may experience product liability claims if consumers or animals are injured.

We sell our products in the human and animal food market segments. If our products become adulterated, misbranded or mislabeled we may need to recall such products. A widespread product recall could result in significant losses due to the costs of a recall, the destruction of product inventory, and lost sales due to the unavailability of product for a period of time. We could also suffer losses from a significant product liability judgment against us. A significant product recall or product liability case or judgment against us could also result in adverse publicity, damage to our reputation, and a loss of consumer or purchaser confidence in our products, which could have an adverse effect on our business, results of operations and financial condition and the value of our brands.

Products that we develop, and food containing our products, may fail to meet standards established by third-party non-GMO verification organizations, which could reduce the value of our products to customers.

Certain third-party organizations offer verification programs that seek to identify non-GMO products to consumers. These organizations verify the status of products (such as foods, beverages and vitamins) as non-GMO based on independently developed standards, and often authorize the display of specific markers or labels illustrating such status on the verified product’s packaging. Standards established by such third-party organizations for the verification of non-GMO status may differ from applicable regulatory legal standards applied by U.S. regulators. As a result, notwithstanding a determination as to the non-regulated status of a product pursuant to the regulatory procedures of the APHIS of the USDA (or a similar determination in other jurisdictions), our products, and third-party products that utilize our gene-edited products as ingredients, may fail to meet more restrictive or non-scientific standards imposed by these independent verification organizations, which could result in reduced sales of such products and have an adverse effect on our revenues.

If we are sued for defective products and if such lawsuits were determined adversely, we could be subject to substantial damages, for which insurance coverage is not available.

We may be held liable if any product we develop, or any product that uses or incorporates any of our technologies, is found unsuitable for use or consumption during marketing, sale, or consumption of our products. For example, the detection of an unintended trait in a commercial seed variety or the crops and products produced may result in governmental actions such as mandated crop destruction, product recalls or environmental cleanup or monitoring. Concerns about seed quality could also lead to additional regulations being imposed on our business, such as regulations related to testing procedures, mandatory governmental reviews of biotechnology advances, or additional regulations relating to the integrity of the food supply chain from the farm to the finished product.

We identified a material weakness in our internal control over financial reporting. If we are unable to remediate the material weakness, or if we identify additional material weaknesses in the future or otherwise fail to maintain an effective system of internal control over financial reporting, this may result in material misstatements or restatements of our consolidated financial statements or cause us to fail to meet our periodic reporting obligations.

As a public company, we are required to provide management’s attestation on internal control over financial reporting. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that apply to us as a public company. If we are not able to implement the additional requirements of Section 404(a) of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) in a timely manner or with adequate compliance, we may not be able to assess whether our internal control over financial reporting is effective, which may subject us to adverse regulatory consequences and could harm investor confidence and the market price of our securities.

A material weakness was identified in our internal control over financial reporting within the historical Fresh segment relating to the year ended December 31, 2022 and the quarter ended March 31, 2023. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

We did not design or maintain an effective control environment commensurate with our financial reporting requirements. Specifically, we did not design, implement, or test transaction level or IT General Controls at the Fresh segment. These controls specifically related to transactions that originated and were recorded at the Fresh segment level. The historical Fresh segment

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was fully divested as of June 30, 2023. As a result of the divestiture, this material weakness was remediated as of June 30, 2023.

In order to maintain and improve the effectiveness of our internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight. Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could adversely affect our business and operating results and could cause a decline in the price of our securities.

Our risk management strategies may not be effective.

Our business includes contracting with farmers to plant and harvest our proprietary seeds. While our proprietary seeds are not commodities, we purchase crops using a commodity base price. Therefore, we can be affected by fluctuations in agricultural commodity prices. Also, our business is affected by fluctuations in agricultural commodity prices to the extent we purchase commodity seeds for processing at our processing facilities. The legacy, non-proprietary commodity processing business of our Creston, Iowa facility further exposes us to commodity-based price fluctuations. From time to time, we engage in hedging transactions to manage risks associated with the fluctuation of commodity prices. Continued commodity volatility is expected and our commodity hedging activities may not sufficiently offset this volatility.

Entering into hedging transactions or utilizing other hedging techniques may not always be possible, our exposures may not always be fully hedged, and our hedging strategies may not be successful in mitigating our exposure to the financial risks presented by fluctuations in agricultural commodity prices. In addition, the use of hedging transactions involves certain risks, including the risk of an imperfect correlation between the risk sought to be hedged and the hedging transaction used, the possibility that our counterparty fails to honor its obligations, and the risk that we are unable to close out or unwind a hedging transaction on terms that are favorable to us, if at all. While we have implemented risk management policies, practices, and procedures to mitigate potential losses, they may not in all cases be successful in anticipating significant risk exposures and mitigating losses that have the potential to impair our financial position. Although we may enter into hedging transactions to seek to reduce the risks associated with fluctuations in agricultural commodity prices, we cannot make assurances that such hedging transactions will adequately protect us against these risks, and they may instead result in a poorer overall performance than if we had not engaged in such hedging transactions.

We depend on key management personnel and attracting, training and retaining other qualified personnel, and our business could be harmed if we lose key management personnel or cannot attract, train and retain other qualified personnel.

Our success and future growth depend largely upon the technical skills and continued service of our executive officers as well as other key employees. These executives and key employees have been primarily responsible for determining the strategic direction of the business and executing our growth strategy and are integral to our brand, culture and reputation with distributors and others in the industry. From time to time, there may be changes in our executive management team or other key employees resulting from the hiring or departure of these personnel. The loss of one or more executive officers or the failure by the executive team to effectively work with employees and lead us could harm our business.

Additionally, the majority of our personnel is involved in research, development and regulatory activities and competition for these highly skilled employees is intense. Our business is therefore dependent on our ability to recruit, train and retain a highly skilled and educated workforce with expertise in a range of disciplines, including biology, biochemistry, plant genetics, agronomics, mathematics, agribusiness, and other subjects relevant to our operations. If we are unable to hire and retain skilled and highly educated personnel, it could limit our growth and hinder our research and development efforts. There can be no assurance that we will be successful in attracting or retaining such personnel and the failure to do so could have a material adverse effect on our business, results of operations and financial condition.

Further, our success depends in part upon our ability to attract, train and retain a sufficient number of employees who understand and appreciate our culture and can represent our brand effectively and establish credibility with our business partners and consumers. We believe a critical component of our success has been our company culture and long-standing core values. We have invested substantial time and resources in building our team. If we are unable to hire and retain employees capable of meeting our business needs and expectations, or if we fail to preserve our company culture among a larger number of employees dispersed in various geographic regions as we continue to grow and develop the infrastructure associated with being a more mature public company, our business and brand image may be impaired. Any failure to meet our staffing needs or any

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material increase in turnover rates of our employees may adversely affect our business, results of operations and financial condition.

Our management has limited experience in operating a public company.

Our executive officers have limited experience in the management of a publicly traded company. Our management team may not successfully or effectively manage our transition to a public company, which has and will continue to subject us to significant regulatory oversight and reporting obligations under federal securities laws. Their limited experience in dealing with increasingly complex laws pertaining to public companies could be a significant disadvantage in that it is likely that an increasing amount of their time may be devoted to these activities which will result in less time being devoted to the management and growth of our company. We may not have adequate personnel with the appropriate level of knowledge, experience, and training in the accounting policies, practices or internal controls over financial reporting required of public companies. The development and implementation of the standards and controls necessary for us to achieve the level of accounting standards required of a public company may require costs greater than expected. It is possible that we will be required to expand our employee base and hire additional employees to support our operations as a public company, which would increase our operating costs in future periods.

We incur increased costs as a result of operating as a public company, and our management devotes substantial time to new compliance initiatives.

As a public company, we incur significant legal, accounting and other expenses that we did not incur as a private company, and these expenses may increase even more after we are no longer an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act. As a public company, we are subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, as well as rules adopted, and to be adopted, by the SEC and the NYSE. Our management and other personnel will devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations have substantially increased our legal and financial compliance costs and made some activities more time-consuming and costly. The increased costs contribute to our net loss. For example, these rules and regulations make it more difficult and more expensive to obtain director and officer liability insurance, compared to when we were a private company, and we may be forced to accept reduced policy limits or incur substantially higher costs to maintain the same or similar coverage. We cannot predict or estimate the amount or timing of any additional costs we may incur to respond to these requirements. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Cybersecurity vulnerabilities, threats and more sophisticated and targeted computer crimes could pose a risk to our systems, networks, products and data.

Increased global cybersecurity vulnerabilities, threats, computer viruses and more sophisticated and targeted cyber-related attacks (such as the recent increasing use of “ransomware” and phishing attacks), as well as cybersecurity failures resulting from human error, catastrophic events (such as fires, floods, hurricanes and tornadoes), and technological errors, pose a risk to our systems, networks, products and data as well as potentially to our employees’, customers’, partners’, suppliers’ and third-party service providers’ systems and data. An attack could result in security breaches, theft, lost or corrupted data, misappropriation of sensitive, confidential or personal data or information, loss of trade secrets, other intellectual property and commercially valuable information, production downtimes and operational disruptions. The financial and/or operational impact from such threats could negatively impact our business.

We rely on information technology systems and any inadequacy, failure, interruption or security breaches of those systems may harm our ability to effectively operate our business.

We are dependent on various information technology systems, including, but not limited to, networks, applications and outsourced services in connection with the current and planned operation of our business. A failure of these information technology systems to perform as anticipated could cause our business to suffer. In addition, our information technology systems may be vulnerable to damage or interruption from circumstances beyond our control, including fire, natural disasters, systems failures, viruses and security breaches. Any such damage or interruption could negatively impact our business.

Our business activities are currently conducted at a limited number of locations, which makes us susceptible to damage or business disruptions caused by natural disasters or acts of vandalism.

Our current headquarters and research and development facilities, which include an office, laboratories, greenhouses, field testing acreage and a demonstration test kitchen, are primarily located in St. Louis, Missouri. In addition, we acquired an established food grade white flake and soy flour manufacturing operation in Creston, Iowa in December 2021, and a soy crushing facility in Seymour, Indiana in September 2021 (which we sold in October 2023), and in October 2021, we opened our Crop Accelerator, a state-of-the-art, controlled environment research facility located near our St. Louis headquarters. Our seed

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production, field-testing and production and research take place primarily in the U.S., with concentration in certain geographic regions. Third party warehousing for seed storage, and our limited number of processing partners (e.g., storage, transportation, crushers and refiners) are predominantly located in the U.S. We take precautions to safeguard our facilities, including through insurance coverage and by implementing health and safety protocols, however our insurance may not cover certain losses or our losses may exceed our coverage limits. A natural disaster, such as a hurricane, drought, fire, flood, tornado, earthquake, or other intentional or negligent acts, including acts of vandalism, could damage or destroy our equipment, inventory, development projects, field trials or data, and cause us to incur significant additional expenses to repair or replace the damaged physical facilities, which in the case of seed production may be the result of years of development work that is not easily or quickly reproduced, and could lengthen the development schedule for our pipeline of product candidates.

Disruptions in the worldwide economy may adversely affect our business, results of operations and financial condition.

The global economy can be negatively impacted by a variety of factors such as the spread or fear of spread of contagious diseases (such as the recent COVID-19 pandemic) in locations where our products are sold, man-made or natural disasters, actual or threatened war (such as the current conflict in Ukraine), terrorist activity, political unrest, civil strife, adverse developments impacting financial institutions, and other geopolitical uncertainty. Such adverse and uncertain economic conditions may impact distributor, retailer, food service and consumer demand for our products. In addition, our ability to manage normal commercial relationships with our suppliers, co-manufacturers, distributors, retailers, restaurant and food service customers and consumers and creditors may suffer. Consumers may shift purchases to lower-priced or other perceived value offerings during economic downturns as a result of various factors, including job losses, inflation, higher taxes, reduced access to credit, change in federal economic policy and recent international trade disputes. In particular, consumers may reduce the amount of plant-based food products that they purchase where there are conventional animal-based protein offerings, which generally have lower retail prices. In addition, consumers may choose to purchase private label products rather than branded products because they are generally less expensive. A decrease in consumer discretionary spending may also result in consumers reducing the frequency and amount spent on food prepared away from home. Distributors, retailers and food service customers may become more conservative in response to these conditions and seek to reduce their inventories. Our results of operations depend upon, among other things, our ability to maintain and increase sales volume with our existing distributors, retailer and food service customers, our ability to attract new consumers, the financial condition of our consumers and our ability to provide products that appeal to consumers at the right price. Decreases in demand for our products without a corresponding decrease in costs would put downward pressure on margins and would negatively impact our financial results. Prolonged unfavorable economic conditions or uncertainty may have an adverse effect on our sales and profitability and may result in consumers making long-lasting changes to their discretionary spending behavior on a more permanent basis. In addition, adverse developments that affect financial institutions, transactional counterparties, or other companies in the financial services industry or the financial services industry generally, or concerns or rumors about any events of these kinds or other similar risks, have in the past and may in the future lead to market-wide liquidity problems, which could have material adverse impacts on our business, financial condition, or results of operations.

The divestiture of our Fresh business and related assets presents risks and challenges that could negatively impact our business, financial condition and results of operations. There is no assurance that we will realize any of the anticipated benefits of the divestiture consistent with our expectations.

Management’s strategic focus on global opportunities across our ingredients business led to the decision to divest the Fresh business and related assets in a two-part transaction pursuant to the Purchase and Sale Agreement and the Stock Purchase Agreement. The transactions contemplated under the Purchase and Sale Agreement closed on December 29, 2022, and the transactions contemplated under the Stock Purchase Agreement closed on June 30, 2023. The divestiture of the Fresh business presents ongoing risks and challenges that could negatively impact our business, financial condition and the results of operations. In addition, the divestiture of the Fresh business has and will continue to present risks relating to the availability and use of proceeds that we have and expect to realize as a result of the divestiture of the Fresh business in light of contractual restrictions under the Stock Purchase Agreement and the Purchase and Sale Agreements, as well as under the instruments governing our existing debt facilities. We may also encounter challenges relating to the separation of operations, products, services or personnel, and as a result of any future liabilities we may retain after completing the divestiture of the Fresh business. Any difficulties that we face in connection with completing the divestiture of the Fresh business may result in management’s attention being diverted from our continuing business operations. The occurrence of any of the foregoing could result in significant harm to our business and financial conditions, and our results of operations could be materially adversely affected as a result.

To the extent we pursue strategic acquisitions, divestitures or joint ventures, we might experience operating difficulties and other consequences that may harm our business, financial condition, and operating results, and we may not be able to successfully consummate favorable transactions or successfully integrate acquired businesses.

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We may pursue acquisitions or investments that we believe will help us achieve our strategic objectives. However, we may not be able to find other acquisition candidates in the future, and even if we do, we may not be able to complete acquisitions on favorable terms, if at all, and any such candidates may not be suitable for our business. If we do complete acquisitions, we may not ultimately achieve our goals or realize the anticipated benefits. The pursuit of such acquisitions could divert management time and focus from operation of our then-existing business and any integration process will require significant time and resources, which we may not be able to manage successfully. In addition, any acquisitions we complete could be viewed negatively by our customers or consumers and cause decreases in customer loyalty or product orders, which could negatively impact our financial condition. An acquisition, investment or other transaction, such as the acquisition of the Creston, Iowa and Seymour, Indiana facilities, for example, may also result in unforeseen operating difficulties and expenditures by disrupting our ongoing operations, subjecting us to additional liabilities (both known and unknown) and increasing our expenses, any of which could have an adverse effect on our business, financial condition and operating results. Moreover, the anticipated benefits of any acquisition, investment or business relationship may not be realized if, for example, we fail to retain and develop the acquired workforce, fail to integrate financial reporting systems, fail to manage the effects of unknown contingent liabilities, or are otherwise unable to successfully integrate the acquired business into our company. To pay for any such acquisitions, we would have to use cash, incur debt, or issue equity securities, each of which may affect our financial condition or the value of our securities and could result in dilution to our stockholders. If we incur more debt it would result in increased fixed obligations and could also subject us to covenants or other restrictions that would impede our ability to manage our operations. The integration of an acquired business, whether or not successful, requires significant efforts which may result in additional expenses and divert the attention of our management and technical personnel from other projects, which could disrupt our business and harm our business, financial condition and results of operations.

The extent to which the COVID-19 pandemic and resulting deterioration of worldwide economic conditions adversely impact our business, financial condition, and operating results will depend on future developments, which are difficult to predict.

In response to the COVID-19 pandemic and in accordance with governmental orders, we have also modified our business practices and implemented proactive measures to protect the health and safety of employees, including restricting employee travel, requiring, at times, remote work arrangements for non-laboratory employees, implementing social distancing, and enhanced sanitary measures in our headquarters, and cancelling attendance at events and conferences. Many of the suppliers, vendors, and service providers on whom we rely have made similar modifications. To date, with the exception of us modifying our physical business practices, including lower travel, and delays in the receipt of certain laboratory supplies and the performance of related services, we have not experienced a material impact on business operations from the effects of COVID-19. There is no certainty measures implemented by government authorities will be sufficient to mitigate the risks posed by, or the impacts and disruptions of, the COVID-19 pandemic.

As a result of the COVID-19 pandemic and government actions to contain it, related volatility in the financial markets and deterioration of national and global economic conditions, we could experience material adverse operational and financial impacts, including:

•overall lower expenditures by potential commercial partners as a result of challenging economic circumstances arising from the COVID-19 pandemic;

•interruptions or delays in seed production or grain sales resulting from supply chain disruptions, including as a result of restrictions or disruptions to transportation or operational disruptions at warehousing, storage, crushing and/or refining facilities;

•overall reduced operational productivity resulting from challenges associated with remote work arrangements, limited resources available to our employees (particularly with respect to our business development employees for whom in-person access to our customers and customer prospects has been significantly limited) and increased cybersecurity risks as a result of remote access to our information systems; and

•constraints on financing opportunities resulting from dislocations in the capital markets, which may make it too costly or difficult for us to pursue public or private equity or debt financings on acceptable terms.

The resumption of normal business operations after interruptions caused by COVID-19 may be delayed or constrained by lingering effects of COVID-19 on us or our suppliers, third-party service providers, counterparties in collaboration arrangement or licenses, or customers. Even after the COVID-19 outbreak has subsided, we may experience material and adverse impacts on our business, operating results, and financial condition as a result of the global economic impact of COVID-19 outbreak, including any recession that has occurred or may occur in the future.

The impact of COVID-19 may also exacerbate other risks discussed in this “Risk Factors” section, any of which could have a material effect on us. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently.

Risks Relating to Our Industry

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The overall agricultural industry is susceptible to commodity price changes and we are exposed to market risks from changes in commodity prices.

Conditions in the U.S. agricultural industry significantly impact our operating results. Changes in the prices of commodity products could result in higher overall costs along the agricultural supply chain, which may negatively affect our ability to commercialize our products. We are susceptible to changes in costs in the agricultural industry as a result of factors beyond our control, such as general economic conditions, seasonal fluctuations, weather conditions, demand, food safety concerns, product recalls and government regulations. As a result, we may not be able to anticipate or react to changing costs by adjusting our practices, which could cause our operating results to deteriorate.

Adverse weather conditions, natural disasters, crop disease, pests and other natural conditions can impose significant costs and losses on our business.

The ability to grow our products is vulnerable to adverse weather conditions, including windstorms, floods, drought and temperature extremes, the effects of which may be influenced and intensified by ongoing global climate change. Unfavorable growing conditions can reduce both crop size and crop quality. In extreme cases, entire harvests may be lost in some geographic areas. Such adverse conditions can result in harvesting delays or loss of crops for farmers and cause us to be delayed, or to fail entirely, in delivering product to customers, resulting in loss of revenue. Furthermore, significant fluctuations in market prices for agricultural inputs and crops could also have an adverse effect on the prices of our products.

The ability to grow our products is also 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, climatic conditions and the risks associated with ongoing global climate change. The costs to control disease and infestations vary depending on the severity of the damage and the extent of the plantings affected. Moreover, there can be no assurance that available technologies to remedy or control such diseases and infestations will continue to be effective. These diseases and infestations can also increase costs, decrease revenues and lead to additional changes to earnings, which may have a material adverse effect on our business, financial position and results of operations.

Risks Relating to Regulatory and Legal Matters

The regulatory environment in the United States for our current and future products is uncertain and evolving.

Changes in applicable regulatory requirements could result in a substantial increase in the time and costs associated with developing our products and negatively impact our operating results. While the USDA and the FDA currently have petition processes that we have successfully completed in the past, these processes and the manner in which the USDA and the FDA interpret their own regulations may change in the future, negatively impacting our speed to market and cost to launch product candidates. We cannot predict whether advocacy groups will challenge existing regulations and USDA or FDA determinations or whether the USDA or the FDA will alter the manner in which it interprets its own regulations or institutes new regulations, or otherwise modifies regulations in a way that will subject our products to more burdensome standards, thereby substantially increasing the time and costs associated with developing our product candidates.

The regulatory environment outside the United States varies greatly from jurisdiction to jurisdiction and there is less certainty how our products will be regulated.

The regulatory environment around gene editing in plants for food ingredients is greatly uncertain outside of the U.S. 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 that could apply to our products. To the extent regulatory frameworks outside of the U.S. are not receptive to our gene editing technologies, our ability to expand internationally may be limited.

Complying with the regulatory requirements outside the U.S. will be costly and time-consuming, and there is no guarantee we will be able to commercialize our products outside the U.S.

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.

The scale of the commodity food and agricultural 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.

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Such sales may lead to regulatory challenges or lawsuits against us, which could result in significant expenses and management attention.

Government policies and regulations, particularly those affecting the agricultural sector and related industries, could adversely affect our operations and profitability.

Agricultural production and trade flows are subject to government policies and regulations. Governmental policies and approvals of technologies affecting the agricultural industry, such as taxes, tariffs, duties, subsidies, incentives and import and export restrictions on agricultural commodities and commodity products can influence the planting of certain crops, the location and size of crop production, and the volume and types of imports and exports. In addition, as we grow our business, we may be required to secure additional permits and licenses. For example, we are required to obtain a seed permit from each state in which we sell seed and, as we expand into additional states, we will be required to acquire seed permits in those additional states. In addition, future government policies in the U.S. or in other countries may discourage our customers from using our products or encourage the use of products more advantageous to our competitors, which would put us at a commercial disadvantage and could negatively impact our future revenues and results of operations.

We are subject to numerous environmental, health and safety laws and regulations relating to our use of biological materials and our food production operations. Compliance with such laws and regulations could be time consuming and costly.

We are subject to numerous federal, state, local and foreign environmental, health and safety laws and regulations, including those governing laboratory procedures, the handling, use, storage, treatment, manufacture and disposal of hazardous materials and wastes, discharge of pollutants into the environment and human health and safety matters. Our research and development processes involve the controlled use of hazardous materials, including biological materials. We may be sued for any injury or contamination that results from our use or the use by third parties of these materials, or may otherwise be required to remediate such contamination, and our liability may exceed any insurance coverage and our total assets. Compliance with environmental, health and safety laws and regulations may be expensive and may impair our research and development efforts. If we fail to comply with these requirements, we could incur substantial costs and liabilities, including civil or criminal fines and penalties, clean-up costs or capital expenditures for control equipment or operational changes necessary to achieve and maintain compliance. In addition, we cannot predict the impact on our business of new or amended environmental, health and safety laws or regulations or any changes in the way existing and future laws and regulations are interpreted and enforced. These current or future laws and regulations may impair our research, development or production efforts or result in increased expense of compliance.

We are also subject to the food safety regulations of the jurisdictions where our facilities are located and our products are distributed, and failure to comply with such food safety regulations can result in substantial fines and penalties. Specifically, we are subject to the FSMA, which enhances the FDA’s ability to regulate the growing, harvesting, manufacturing, processing, labeling, packaging, distributing and marketing of food in the U.S. The FDA has been active in implementing the requirements of the FSMA by issuing regulations to reduce the risk of contamination in food manufacturing. These regulations affect our daily operations, particularly our processing facilities, and in order to remain in compliance with these regulations we may be required to modify our operations, purchase new equipment or make capital improvements. Any such modifications, improvements, fines or penalties could have an adverse effect on our business, financial condition and results of operations.

Litigation or legal proceedings could expose us to significant liabilities and have a negative impact on our reputation or business.

From time to time, we may be a party to various claims and litigation proceedings. We evaluate these claims and litigation proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we may establish reserves, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our assessments and estimates. We are not currently party to any material litigation. Even when not merited, the defense of these lawsuits may divert management’s attention, and we may incur significant expenses in defending these lawsuits. The results of litigation and other legal proceedings are inherently uncertain, and adverse judgments or settlements in some of these legal disputes may result in adverse monetary damages, penalties or injunctive relief against us, which could negatively impact our financial position, cash flows or results of operations. Any claims or litigation, even if fully indemnified or insured, could damage our reputation and make it more difficult to compete effectively or to obtain adequate insurance in the future.

Furthermore, while we maintain insurance for certain potential liabilities, such insurance does not cover all types and amounts of potential liabilities and is subject to various exclusions as well as caps on amounts recoverable. Even if we believe a claim is

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covered by insurance, insurers may dispute our entitlement to recovery for a variety of potential reasons, which may affect the timing and, if the insurers prevail, the amount of our recovery.

Our ability to use net operating loss carryforwards and other tax attributes may be limited in connection with the Merger or other ownership changes.

We have incurred losses during our history and do not expect to become profitable in the near future and may never achieve profitability. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income, if any, until such unused losses expire, if at all. As of December 31, 2022, we had U.S. federal net operating loss carryforwards of approximately $276.6 million.

Under the Tax Cuts and Jobs Act (the “Tax Act”), as modified by the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), U.S. federal net operating loss carryforwards generated in taxable periods beginning after December 31, 2017, may be carried forward indefinitely, but the deductibility of such net operating loss carryforwards in taxable years beginning after December 31, 2020, is limited to 80% of taxable income. The extent to which states conform to the Tax Act or the CARES Act varies.

In addition, our net operating loss carryforwards are subject to review and possible adjustment by the U.S. Internal Revenue Service, and state tax authorities. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Code”), our federal net operating loss carryforwards and other tax attributes may become subject to an annual limitation in the event of certain cumulative changes in our ownership. An “ownership change” pursuant to Section 382 of the Code generally occurs if one or more stockholders or groups of stockholders who own at least 5% of a company’s stock increase their ownership by more than 50 percentage points over their lowest ownership percentage within a rolling three-year period. Our ability to utilize our net operating loss carryforwards and other tax attributes to offset future taxable income or tax liabilities may be limited as a result of ownership changes, including potential changes in connection with the business combination or other transactions. Similar rules may apply under state tax laws. If we earn taxable income, such limitations could result in increased future income tax liability to us and our future cash flows could be adversely affected. We have recorded a valuation allowance related to our net operating loss carryforwards and other deferred tax assets due to the uncertainty of the ultimate realization of the future benefits of those assets.

Risks Relating to Intellectual Property

Patents and patent applications involve highly complex legal and factual questions, which, if determined adversely to us, could negatively impact our competitive position.

The patent positions of biotechnology companies and other actors in our fields of business can be highly uncertain and involve complex scientific, legal and factual analyses. The interpretation and breadth of claims allowed in some patents covering biological compositions may be uncertain and difficult to determine and are often affected materially by the facts and circumstances that pertain to the patented compositions and the related patent claims. The issuance and scope of patents cannot be predicted with certainty. Patents, if issued, may be challenged, invalidated, narrowed or circumvented. Challenges to our or our licensors’ patents and patent applications, if successful, may result in the denial of our or our licensors’ patent applications or the loss or reduction in their scope. In addition, defending against such challenges may be costly and involve the diversion of significant management time. Accordingly, rights under any of our patents may not provide us with enough protection against competitive products or processes and any loss, denial or reduction in scope of any of such patents and patent applications may have a material adverse effect on our business.

Even if not challenged, our patents and patent applications may not adequately protect our product candidates or technology or prevent others from designing their products or technology to avoid being covered by our patent claims. If the breadth or strength of protection provided by the patents we own or license is threatened, it could dissuade companies from partnering with us to develop, and could threaten our ability to successfully commercialize, our product candidates.

If we fail to obtain and maintain patent protection and trade secret protection of our product candidates and technology, we could lose our competitive advantage and competition we face would increase, reducing any potential revenues and have a material adverse effect on our business.

We will not seek to protect our intellectual property rights in all jurisdictions throughout the world and we may not be able to adequately enforce our intellectual property rights even in the jurisdictions where we seek protection.

Filing, prosecuting and defending patents in all countries and jurisdictions throughout the world would be prohibitively expensive. Patent prosecution must be sought on a country-by-country basis, which is an expensive and time-consuming process with uncertain outcomes. Our intellectual property rights in some countries outside the U.S. could be less extensive than those in the U.S., assuming that rights are obtained in the U.S. In addition, the laws of some foreign countries do not

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protect intellectual property rights to the same extent as federal and state laws in the U.S. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside the U.S., or from selling or importing products made using our inventions in and into the U.S. or other jurisdictions.

Competitors may use our technologies in jurisdictions where we or our licensors do not pursue and obtain patent protection. Further, competition may export otherwise infringing products to territories where we or our licensors have patent protection, but where the ability to enforce those patent rights is not as strong as in the U.S. These products may compete with our products and our intellectual property rights and such rights may not be effective or enough to prevent such competition.

In addition, changes in, or different interpretations of, patent laws in the U.S. and other countries may permit others to use our discoveries or to develop and commercialize our technology and products without providing any notice or compensation to us or may limit the scope of patent protection that we or our licensors are able to obtain. The laws of some countries do not protect intellectual property rights to the same extent as U.S. laws and those countries may lack adequate rules and procedures for defending our intellectual property rights.

Furthermore, proceedings to enforce our patent rights and other intellectual property rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly, could put our or our licensors’ patent applications at risk of not issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate, and the damages or other remedies awarded to us, if any, may not be commercially meaningful, while the damages and other remedies we may be ordered to pay to such third parties may be significant. Accordingly, our efforts to enforce our intellectual property rights around the world may be inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.

Third parties may assert rights to inventions we develop or otherwise regard as our own.

Third parties may in the future make claims challenging the inventorship or ownership of our or our licensors’ intellectual property. We may face claims by third parties that our agreements with employees, contractors, or consultants obligating them to assign intellectual property to us are ineffective or are in conflict with prior or competing contractual obligations of assignment. Litigation may be necessary to resolve an ownership dispute, and if we are not successful, we may be precluded from using certain intellectual property and associated products and technology or may lose our rights in that intellectual property.

We may be unsuccessful in developing, licensing or acquiring intellectual property that may be required to develop and commercialize our product candidates.

Our programs may involve additional product candidates that may require the use of intellectual property or proprietary rights held by third parties; the growth of our business may depend in part on our ability to acquire, in-license or use these intellectual property and proprietary rights.

However, we may be unable to acquire or in-license any third-party intellectual property or proprietary rights that may be key to development. Even if we can acquire or in-license such rights, we may be unable to do so on commercially reasonable terms. The licensing and acquisition of third-party intellectual property and proprietary rights is a competitive area, and several more established companies are also pursuing strategies to license or acquire third-party intellectual property and proprietary rights that we may consider attractive or necessary. These established companies may have a competitive advantage over us due to their size, capital resources and agricultural development and commercialization capabilities.

In addition, companies that perceive us to be a competitor may be unwilling to assign or license intellectual property and proprietary rights to us. We also may be unable to license or acquire third-party intellectual property and proprietary rights on terms that would allow us to make an appropriate return on our investment, or at all. If we are unable to successfully acquire or in-license rights to required third-party intellectual property and proprietary rights or maintain the existing intellectual property and proprietary rights we have, we may have to cease development of the relevant program, product or product candidate, which could have a material adverse effect on our business.

Risks Relating to Outstanding Warrants

Our outstanding warrants are exercisable for common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to stockholders.

The outstanding Private Placement Warrants and Public Warrants to purchase an aggregate of 16.6 million shares of our common stock are exercisable as of January 8, 2023. Each such warrant entitles the holder thereof to purchase one share of common stock at a price of $11.50 per whole share, subject to adjustment. These warrants may be exercised only for a whole number of shares of common stock. In addition, we issued additional private warrants in connection with the issuance of certain

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notes payable in February 2020 and December 2021, and in connection with a private placement that was completed in March 2022 (see Note 15 to the audited consolidated financial statements under the headings “Notes Payable Warrants,” “Convertible Notes Payable Warrants” and “PIPE Investment Warrants” included in our Annual Report on Form 10-K for the year ended December 31, 2022). To the extent such warrants are exercised, additional shares of common stock will be issued, which will result in dilution to the then existing holders of common stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market could adversely affect the market price of our common stock.

We may amend the terms of the Public Warrants in a manner that may be adverse to holders of Public Warrants with the approval by the holders of at least 65% of the then-outstanding Public Warrants. As a result, the exercise price of the Public Warrants could be increased, the exercise period could be shortened and the number of shares of common stock purchasable upon exercise of a Public Warrant could be decreased, all without your approval.

The Private Placement Warrants and the Public Warrants were issued in registered form under a warrant agreement (the “Warrant Agreement”) between us and Continental Stock Transfer & Trust Company, as warrant agent. The Warrant Agreement provides that the terms of the Private Placement Warrants and the Public Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders of the Public Warrants. Accordingly, we may amend the terms of the Public Warrants in a manner adverse to a holder if holders of at least 65% of the then-outstanding Public Warrants approve of such amendment.

Although our ability to amend the terms of the Public Warrants with the consent of at least 65% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Public Warrants, convert the Public Warrants into cash or stock, shorten the exercise period or decrease the number of shares of common stock purchasable upon exercise of a Public Warrant.

We may redeem unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making the Public Warrants worthless.

We have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within a thirty (30) trading-day period commencing once the Public Warrants become exercisable and ending on the third trading day prior to the date on which we give proper notice of such redemption and provided certain other conditions are met. If and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the Public Warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky laws of the state of residence in those states in which the Public Warrants were offered. Redemption of the outstanding Public Warrants could force warrant holders (i) to exercise their Public Warrants and pay the exercise price therefore at a time when it may be disadvantageous to do so, (ii) to sell their Public Warrants at the then-current market price when a warrant holder might otherwise wish to hold its Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of the Public Warrants. The Public Warrants are currently listed on the NYSE under the symbol “BHIL WS.”

Holders of our warrants will have no rights as a common stockholder until such holders exercise their warrants and acquire our common stock.

Until a warrant holder acquires shares of common stock upon exercise of their warrants, they will have no rights with respect to the shares of our common stock underlying such warrants. Upon exercise of their warrants, they will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

Risks Relating to our Current Financings

We are subject to numerous affirmative and negative covenants with respect to certain debt financings. The covenants may impede our ability to execute our business plan or to secure additional debt financing, and, if breached, may adversely affect our business, results of operations and financial condition.

Risks Relating to Avenue Capital Loan

On December 29, 2021 we and certain of our subsidiaries (collectively, the “Borrowers”), entered into a Loan and Security Agreement (the “Loan Agreement”) with Avenue Capital Management II, L.P. (the “Agent”), as administrative agent and

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collateral agent for several funds managed by the Agent (the “Lenders”), pursuant to which the Lenders loaned to the Borrowers the aggregate sum of $80 million and committed to loan to the Borrowers an additional aggregate sum of $100 million (the “Avenue Capital Loan”). The Loan Agreement was subsequently amended on each of June 30, 2022, November 8, 2022, March 10, 2023 and October 31, 2023. For more information about the March 10, 2023 and October 31, 2023 amendments to the Loan Agreement, please see the section of this report entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Recent Developments – Convertible Notes Payable.”

The Avenue Capital Loan is secured by a first lien security interest granted by the Borrowers to the Lenders in collateral consisting of all of each Borrower’s right, title and interest in all receivables, equipment, fixtures, general intangibles, inventory, investment property, deposit accounts, shares, goods, records, and other personal property of the Borrowers, and any proceeds of each of the foregoing, subject to certain specified limitations.

The Loan Agreement and other documentation entered into by the Borrowers in connection with the Avenue Capital Loan contain numerous affirmative and negative covenants on the part of the Borrowers in favor of the Agent and the Lenders. If we breach these covenants, the Agent may declare all amounts immediately due and payable and exercise its rights with respect to the security for those loans.

Among the affirmative covenants is a covenant on the part of the Borrowers to maintain at all times unrestricted cash of at least $20 million in controlled accounts pursuant to the terms provided in the Loan Agreement, a covenant requiring the Borrowers to pay as a prepayment the net closing proceeds from certain asset sales within one business day of the closing under such asset sales, and a covenant requiring the Borrowers to pay as a prepayment the lesser of 100% of the net closing proceeds received upon the closing of certain sales of our equity securities or the outstanding principal of the obligations within one business day after the closing of such sales of our equity securities. Among the negative covenants are covenants requiring the Borrowers to obtain the Agent’s and/or the Lenders’ consent, subject to certain specified exceptions, prior to undertaking certain actions, including to: enter into a new business line; liquidate or dissolve, enter into any change of control transaction, or acquire another entity; sell, transfer, lease or license any assets other than in the ordinary course of business; make any loans, guarantees, advances or investments; prepay any indebtedness; repay any subordinated indebtedness; pay or declare dividends; take on any new indebtedness; create or incur any new liens; enter into any new personal property lease with an aggregate value of more than $1.5 million annually; make material changes to our insurance policies; or give material discounts, credits or rebates on an existing right to receive payment. These covenants may impede our ability to execute our business plan in the most efficient and effective manner.

The Avenue Capital Loan currently becomes due and payable in full on March 1, 2024. We may be unable to generate sufficient liquidity or revenue to comply with certain covenants of the Loan Agreement, including, but not limited to, our ability to effect the scheduled repayment and our ability to maintain our compliance with the $20 million unrestricted cash requirement. A breach of any such covenants could result in a default under the Loan Agreement, which could cause all of the outstanding indebtedness under such loan to become immediately due and payable. These covenants could also limit our ability to seek capital through the incurrence of new indebtedness or, if we are unable to meet our obligations, require us to repay any outstanding amounts with sources of capital we may otherwise use to fund our business, operations and strategy. Additionally, a default on another agreement could potentially result in or constitute a cross-default under the Loan Agreement.

If the Avenue Capital Loan covenants are breached, we plan to attempt to secure a waiver of those covenants or an amendment that modifies the covenants, but there are no assurances that we will be able to comply with our future covenants without such a waiver or amendment, or that we will be successful in obtaining a waiver or an amendment. Additionally, certain of these covenants are non-curable.

Our stockholders may experience dilution as a result of the Avenue Capital Loan

At any time after six months from the initial closing of the Avenue Capital Loan and before the 42-month anniversary of the initial closing of the Avenue Capital Loan, up to $20 million of the principal amount of the Loan then outstanding may be converted (at a Lender’s option) into shares of our common stock (the “Conversion Option”), as further discussed in Note 14 to the audited consolidated financial statements under the heading “Convertible Notes Payable” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

As additional consideration for the Avenue Capital Loan, the Lenders received warrants (the “Convertible Notes Payable Warrants”) exercisable or exchangeable (at a Lender’s option) for shares of our common stock, as further discussed in Note 15 to the audited consolidated financial statements under the heading “Convertible Notes Payable Warrants” included in our Annual Report on Form 10-K for the year ended December 31, 2022.

The exercise of the Conversion Option and/or the exercise of the Convertible Notes Payable Warrants could result in dilution for our existing stockholders.

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Risks Relating to First National Bank of Omaha Loan

The operations of our wholly-owned subsidiary, Dakota Dry Bean Inc. (“DDB”), have been funded in part through a term loan from First National Bank of Omaha (“FNBO”) and a revolving line of credit provided by FNBO (the “FNBO Loans”). The FNBO Loans are secured by a limited guaranty from us. The FNBO Loans are also secured by a first lien security interest granted by DDB to FNBO in collateral consisting of all of DDB’s right, title and interest in all DDB personal property assets and any proceeds of such assets, and by first priority mortgages of all of DDB’s right, title and interest in all DDB owned real property assets and improvements thereon.

The FNBO Loans require DDB to comply with financial covenants, for which DDB will likely require financial support from us to remain in compliance. The FNBO Loans also require us to maintain a minimum cash balance. If DDB or we breach any of these FNBO Loan covenants, FNBO may declare all amounts immediately due and payable and exercise its rights with respect to the security for those debt financings.

If the FNBO Loan covenants are breached, we plan to attempt to secure a waiver of those covenants or an amendment that modifies the covenants, but there are no assurances that we will be able to comply with our future covenants without such a waiver or amendment, or that we will be successful in obtaining a waiver or an amendment.

Additional Risks Relating to Ownership of Our Securities

If securities analysts do not publish research or reports about our business or if they downgrade our common stock or our sector, our common stock price and its trading volume could decline.

The trading market for our common stock relies in part on the research and reports that industry or financial analysts publish about us or our business. We do not control these analysts. There is no guarantee that analysts will cover our common stock. If analysts do not cover our common stock, the lack of research coverage may adversely affect our market price. In addition, some financial analysts may have limited expertise with our model and operations. Furthermore, if one or more of the analysts who do cover our business downgrade our common stock or industry, or the stock of any of our competitors, or publish inaccurate or unfavorable research about our business, the price of our common stock could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on it regularly, we could lose visibility in the market, which in turn could cause our stock price or trading volume to decline.

Future sales, or the perception of future sales, by us or our stockholders in the public market could cause the market price of our common stock to decline, and any issuance of additional common stock, or securities convertible into common stock, could dilute common stockholders.

The sale of shares of our common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of our common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities in the future at a time and at a price that we deem appropriate.

Shares of our common stock held by certain other of our stockholders are eligible for resale, subject to volume, manner of sale and other limitations under Rule 144 under the Securities Act (“Rule 144”). By exercising their registration rights and selling a large number of shares, these stockholders could cause the prevailing market price of our common stock to decline.

As restrictions on resale end or if these stockholders exercise their registration rights, the market price of shares of our common stock could drop significantly if the holders of these shares sell them or are perceived by the market as intending to sell them. These factors could also make it more difficult for us to raise additional funds through future offerings of shares of our common stock or other securities.

In addition, the shares of our common stock reserved for future issuance under our equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements, lock-up agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144, as applicable. We have filed registration statements on Form S-8 under the Securities Act to register shares of our common stock issuable pursuant to our equity incentive plan and our employee stock purchase plan, and may in the future file one or more additional registration statements on Form S-8 for the same or similar purposes. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

Additionally, we may issue additional common stock, or securities convertible into common stock, pursuant to our shelf registration statement (including our at-the-market facility), upon exercise of outstanding warrants, for additional financing purposes, in connection with strategic transactions such as acquisitions or collaboration agreements, or otherwise, any of which could result in dilution to existing stockholders. We have the ability to sell up to $400 million of additional shares of our

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common stock, or securities convertible into common stock, to the public through our shelf registration statement, including approximately $100 million through our at-the-market facility. Any sales under our shelf registration statement are likely to result in dilution to our existing stockholders, and other types of equity financing may also result in dilution to our existing stockholders. Although we may obtain additional financing through non-dilutive means, we may be unable to do so. In the future, we may also issue our securities in connection with investments or acquisitions. The amount of shares of our common stock issued in connection with an investment or acquisition could constitute a material portion of our then-outstanding shares of common stock. Any issuance of additional securities may result in additional dilution to our stockholders.

The NYSE may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.

We are currently listed on the NYSE, a national securities exchange. The NYSE requires companies to maintain certain ongoing listing criteria including minimum stock price, total value of public float, and total stockholders’ equity and global average market capitalization. Our failure to maintain such applicable listing criteria could cause us to be delisted from the NYSE. In the event we are unable to have our shares traded on the NYSE, our common stock could potentially trade on the OTCQX, the OTCQB, or the “pink sheets,” each of which is generally considered less liquid and more volatile than the NYSE that we cannot assure this.

On September 13, 2023, we received notice from the NYSE that as of September 12, 2023, we were not in compliance with the continued listing standard set forth in Section 802.01C of the NYSE’s Listed Company Manual because the average closing price of our common stock was less than $1.00 over a consecutive 30 trading-day period. On September 26, 2023, we notified the NYSE of our intent to cure the stock price deficiency to regain compliance with the NYSE continued listing standard. Pursuant to Section 802.01C, we have a period of six months following receipt of the notice to regain compliance with the minimum share price requirement. We may regain compliance with the minimum share price requirement at any time during the six-month cure period if, on the last trading day of any calendar month during the cure period, or on the last day of the cure period, we have (i) a closing share price of at least $1.00, and (ii) an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month, or on the last day of the cure period, as applicable. We intend to consider a number of available alternatives to cure our non-compliance with the applicable price criteria in the NYSE’s continued listing standards.

Our common stock could also be delisted if (i) our average market capitalization over a consecutive 30 trading-day period is less than $15 million, or (ii) our common stock trades at an “abnormally low” price, in the determination of the NYSE. In either case, our common stock would be suspended from trading on the NYSE immediately, without an opportunity to cure, and the NYSE would begin the process to delist our common stock. Additionally, the NYSE considers a listed company to be out of compliance with its continued listing standards if the company’s average global market capitalization over a 30 consecutive trading-day period is less than $50.0 million and, at the same time, the company’s stockholders’ equity is less than $50.0 million. If any of these were to occur, there is no assurance that we would be able to appeal, or that any appeal we undertake in these or other circumstances would be successful, nor is there any assurance that we will remain in compliance with the other NYSE continued listing standards.

If the NYSE delists our common stock due to our failure to regain compliance with the NYSE minimum price requirement or because we are fail to comply with another continued listing standard, and we are unable to obtain listing on another national securities exchange, we could face significant material adverse consequences, including:

•a limited availability of market quotations for our securities;

•reduced liquidity for our securities;

•a determination that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

•a limited amount of news and analyst coverage;

•such delisting may constitute a breach of certain of our contractual obligations or agreements we have entered into; and

•a decreased ability to issue additional securities or obtain additional financing in the future.

The market price of our common stock is highly volatile, which could lead to losses by investors and costly securities litigation.

The market price for our common stock is highly volatile. For example, since we consummated the Merger, the closing sales price of our common stock has fluctuated from a high of $9.87 per share on September 29, 2021, the day we consummated the Merger, to a low of $0.15 per share on October 30, 2023. The stock market recently has experienced extreme volatility. This volatility often has appeared to be unrelated or disproportionate to the operating performance of particular companies. You may

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not be able to resell your shares of our common stock at an attractive price due to a number of factors such as those listed in “Risks Relating to Our Business and Industry” and the following:

•results of operations that vary from the expectations of securities analysts and investors;

•results of operations that vary from those of our competitors;

•guidance, if any, that we provide to the public, any changes in this guidance or our failure to meet this guidance;

•changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors;

•declines in the market prices of stocks generally;

•strategic actions by us or our competitors;

•announcements by us or our competitors of significant contracts, acquisitions, joint ventures, other strategic relationships or capital commitments;

•any significant change in our management;

•changes in general economic or market conditions or trends in our industry or markets;

•changes in business or regulatory conditions, including new laws or regulations or new interpretations of existing laws or regulations applicable to our business;

•future sales of our common stock or other securities;

•investor perceptions or the investment opportunity associated with our common stock relative to other investment alternatives;

•the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC;

•litigation involving us, our industry, or both, or investigations by regulators into our operations or those of our competitors;

•the development and sustainability of an active trading market for our common stock;

•actions by institutional or activist stockholders;

•the impact of the COVID-19 pandemic and its effect on our business and financial conditions;

•changes in accounting standards, policies, guidelines, interpretations or principles; and

•other events or factors, including those resulting from natural disasters, war, or the threat of war, in particular, the current conflict in Ukraine, acts of terrorism or responses to these events.

Broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance, financial results or prospects. In addition, price volatility may be greater if the public float and trading volume of our common stock is low. Some companies that have had volatile market prices for their securities have been the target of a hostile takeover or subject to involvement by activist stockholders. If we were to become the target of such a situation, it could result in substantial costs and divert resources and the attention of executive management from our business.

The current market price of our securities may not be indicative of future market prices or intrinsic value, and we may not be able to sustain or increase the value of an investment in our securities. Investors in our securities may experience a decrease, which could be substantial, in the value of their securities, including decreases unrelated to our operating performance, financial results or prospects. Your only opportunity to achieve a return on your investment in our securities may be if the market price of our securities appreciates and you sell your securities at a profit. The market price for our securities may never exceed, and may fall below, the price that you paid for such securities. You could lose all or part of your investment in us as a result.

In the past, following periods of market volatility, stockholders have instituted securities class action litigation against other companies. If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation.

We qualify as an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, it could make our securities less attractive to investors and may make it more difficult to compare our performance to the performance of other public companies.

We qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act. As such, we are eligible for, take advantage of, and intend to continue taking advantage of, certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as we continue to be an emerging growth company, including, but not limited to: (a) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (b) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and (c) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We will remain an emerging growth company until the earliest of (a) December 31, 2026, (b) the last date of our fiscal year in which we have total annual gross

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revenue of at least $1.235 billion, (c) the date on which we are deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (d) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the previous three years. Investors may find our securities less attractive because we rely on these exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Almost all of our outstanding warrants are accounted for as liabilities and the changes in value of the warrants could have a material effect on our financial results.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (‘SPACs’)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the Warrant Agreement.

As a result of the SEC Statement, we reevaluated the accounting treatment of our warrants outstanding at the time, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings. Accounting Standards Codification 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. Our consolidated financial statements and results of operations may fluctuate quarterly, as a result of the recurring fair value measurement of our outstanding warrants, based on factors which are outside of our control. Due to the recurring fair value measurement, we may recognize non-cash gains or losses on our outstanding warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.

Because there are no current plans to pay cash dividends on our common stock for the foreseeable future, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

We intend to retain future earnings, if any, for future operations, expansion and debt repayment and there are no current plans to pay any cash dividends for the foreseeable future. The declaration, amount and payment of any future dividends on shares of our common stock will be at the sole discretion of our board of directors. Our board of directors may take into account general and economic conditions, our financial condition and results of operations, our available cash and current and anticipated cash needs, capital requirements, contractual, legal, tax, and regulatory restrictions, implications on the payment of dividends by us to our stockholders or by our subsidiaries to us and such other factors as our board of directors may deem relevant. In addition, our ability to pay dividends is limited by covenants of our existing and outstanding indebtedness and may be limited by covenants of any future indebtedness we incur. As a result, you may not receive any return on an investment in our common stock unless you sell our common stock for a price greater than that which you paid for it.

Anti-takeover provisions in our organizational documents could delay or prevent a change of control.

Certain provisions of our second amended and restated certificate of incorporation and amended and restated bylaws have an anti-takeover effect and may delay, defer or prevent a merger, acquisition, tender offer, takeover attempt or other change of control transaction that a stockholder might consider in its best interest, including those attempts that might result in premium over the market price for the shares held by our stockholders.

These provisions, among other things:

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•authorize our board of directors to issue new series of preferred stock without stockholder approval and create, subject to applicable law, a series of preferred stock with preferential rights to dividends or our assets upon liquidation, or with superior voting rights to our existing common stock;

•eliminate the ability of stockholders to fill vacancies on our board of directors;

•establish advance notice requirements for nominations for election to our board of directors or for proposing matters that can be acted upon by stockholders at our annual stockholder meetings;

•permit our board of directors to establish the number of directors, provided that the board must consist of at least five and no more than fifteen directors;

•provide that our board of directors is expressly authorized to make, alter or repeal our amended and restated bylaws;

•require, prior to the third anniversary of the closing of the Merger, the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock entitled to vote thereon, voting together as a single class, to amend our amended and restated bylaws and specific provisions of our second amended and restated certificate of incorporation; and

•limit the jurisdictions in which certain stockholder litigation may be brought.

As a Delaware corporation, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law (the “DGCL”), which prohibits a Delaware corporation from engaging in a business combination specified in the statute with an interested stockholder (as defined in the statute) for a period of three years after the date of the transaction in which the person first becomes an interested stockholder, unless the business combination is approved in advance by a majority of the independent directors or by the holders of at least two-thirds of the outstanding disinterested shares. The application of Section 203 of the DGCL could also have the effect of delaying or preventing a change of control of our company.

These anti-takeover provisions could make it more difficult for a third-party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders to elect directors of your choosing and to cause us to take other corporate actions you desire.

Our second amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.

Our second amended and restated certificate of incorporation provides that, unless we consent in writing to the selection of an alternative forum, the sole and exclusive forum, to the fullest extent permitted by law, for (1) any derivative action or proceeding brought on our behalf, (2) any action asserting a breach of a fiduciary duty owed by any director, officer or other employee to us or our stockholders, (3) any action asserting a claim against us or any director, officer, or other employee arising pursuant to the DGCL, (4) any action to interpret, apply, enforce, or determine the validity of our second amended and restated certificate of incorporation or amended and restated bylaws, or (5) any other action asserting a claim that is governed by the internal affairs doctrine, shall be the Court of Chancery of the State of Delaware (or another state court or the federal court located within the State of Delaware if the Court of Chancery does not have or declines to accept jurisdiction), in all cases subject to the court’s having jurisdiction over indispensable parties named as defendants. In addition, our second amended and restated certificate of incorporation provides that the federal district court for the District of Delaware (or, in the event such court does not have jurisdiction, the federal district courts of the United States) will be the exclusive forum for resolving any complaint asserting a cause of action arising under the Securities Act but that the forum selection provision will not apply to claims brought to enforce a duty or liability created by the Exchange Act. Although we believe these provisions benefit us by providing increased consistency in the application of Delaware law for the specified types of actions and proceedings, the provisions may have the effect of discouraging lawsuits against us or our directors and officers. Alternatively, if a court were to find the choice of forum provision contained in our second amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, financial condition, and operating results. For example, under the Securities Act, federal courts have concurrent jurisdiction over all suits brought to enforce any duty or liability created by the Securities Act, and investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder. Any person or entity purchasing or otherwise acquiring any interest in our shares of capital stock shall be deemed to have notice of and consented to this exclusive forum provision, but will not be deemed to have waived our compliance with the federal securities laws and the rules and regulations thereunder.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

(c)

During the three months ended September 30, 2023, none of our directors or officers adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item 6. Exhibits


Exhibit						Description
4.1*						Form of Benson Hill, Inc Omnibus Amended and Restated Stock Purchase Warrants
10.1						Asset Purchase Agreement by and between White River Soy Processing, LLC and Benson Hill Ingredients, LLC, dated October 31, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 31, 2023)
10.2						Fourth Amendment to Loan Documents, dated October 31, 2023, by and among the Company, certain of the Company’s direct and indirect wholly-owned subsidiaries, the Agent and Lenders (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on October 31, 2023)
31.1*						Certification of Benson Hill, Inc.’s Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*						Certification of Benson Hill. Inc.’s Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**						Certification of Benson Hill, Inc.’s Chief Executive Officer and Chief 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*						Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*						Inline XBRL Taxonomy Extension Schema Document.
101.CAL*						Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*						Inline Taxonomy Extension Definition Linkbase Document.
101.LAB*						Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*						Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104*						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

___________________

* Filed herewith.

** Furnished herewith.

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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.


			Benson Hill, Inc. (Registrant)

			By:			/s/ Adrienne Elsner
						Adrienne Elsner
						Chief Executive Officer (Principal Executive Officer)

			By:			/s/ Dean Freeman
						Dean Freeman
						Chief Financial Officer (Principal Financial Officer)

						November 9, 2023