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 ~~June~~September 30, 2024


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, Ste 300	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~~Nasdaq ~~York~~ Stock ~~Exchange~~Market LLC

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

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.

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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 ~~August~~November 67, 2024, 6,~~119~~114,~~590~~020 shares of the registrant’s Common Stock, par value $0.0001, were issued and outstanding.

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Benson Hill, Inc.

TABLE OF CONTENTS

		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)	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	38
Part II - Other Information
Item 1.	Legal Proceedings	39
Item 1A.	Risk Factors	39
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4041
Item 3.	Defaults Upon Senior Securities	4041
Item 4.	Mine Safety Disclosures	4041
Item 5.	Other Information	41
Item 6.	Exhibits	42
Signatures		43

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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)

	June 30, 2024		December 31, 2023
	September 30, 2024		December 31, 2023
Assets
Current assets:
Cash and cash equivalents	$	96,~~272~~986	$	8,934
Marketable securities	207,~~247~~421		32,852
Accounts receivable, net	98,~~640~~333		6,810
Inventories, net	1610,~~826~~343		14,860
Prepaid expenses and other current assets	1513,~~270~~847		8,121
Current assets of discontinued operations	51,~~909~~235		103,177
Total current assets	7748,~~164~~165		174,754
Property and equipment, net	2221,~~643~~143		26,533
Finance lease right-of-use assets, net	5553,~~465~~813		59,245
Operating lease right-of-use assets	2,~~800~~683		2,934
Intangible assets, net	4,~~947~~808		5,226
Other assets	86,~~289~~930		6,072
Total assets	$	~~171~~137,~~308~~542	$	274,764
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable	$	115,~~151~~329	$	4,397
Finance lease liabilities, current portion	4,~~263~~331		3,705
Operating lease liabilities, current portion	~~872~~726		842
Long-term debt, current portion	1,~~900~~801		55,201
Accrued expenses and other current liabilities	138,~~114~~688		21,352
Current liabilities of discontinued operations	~~1,121~~893		18,802
Total current liabilities	3221,~~421~~768		104,299
Long-term debt, less current portion	1413,~~236~~836		5,250
Finance lease liabilities, less current portion	7169,~~013~~907		73,682
Operating lease liabilities, less current portion	3,~~949~~799		4,299
Warrant liabilities	~~906~~1,361		1,186
Conversion option liabilities	—		5
Other non-current liabilities	30		—
Total liabilities	~~122~~110,~~555~~701		188,721
Stockholders’ equity:
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 6,085 and 5,954 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively (1)	1		1
Common stock, $0.0001 par value, 440,000 and 440,000 shares authorized, 5,580 and 5,954 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively (1)	1		1
Additional paid-in capital	~~614~~615,~~018~~009		611,497
Accumulated deficit	(~~564~~587,~~769~~705)		(523,786)
Accumulated other comprehensive loss	(~~497~~464)		(1,669)
Total stockholders’ equity	4826,~~753~~841		86,043
Total liabilities and stockholders’ equity	$	~~171~~137,~~308~~542	$	274,764

(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024. See Note 2, Summary of Significant Accounting Policies for additional details.

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 June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

2024

2023

2024

2023

Revenues

3334,~~773~~098

23,~~484~~464

5489,~~906~~004

7295,~~151~~615

Cost of sales

34,~~597~~555

2221,~~214~~808

5085,~~492~~047

6688,~~238~~046

Research and development

7,~~456~~006

10,~~312~~526

1421,~~397~~403

2233,~~954~~480

Selling, general and administrative expenses

1012,~~155~~292

613,~~510~~723

2437,~~983~~275

1933,~~737~~460

Impairment of goodwill

—

~~9,260~~—

—

9,260

Interest expense, net

1,~~708~~849

67,~~874~~155

1012,~~304~~153

1320,~~246~~401

Changes in fair value of warrants and conversion option

~~(513)~~456

3(12,~~036~~001)

~~(286)~~170

(1830,~~660~~661)

Other (income) expense, net

(~~1,653~~164)

~~1,921~~(201)

(~~693~~857)

2,~~789~~588

Net loss from continuing operations before income taxes

(1721,~~977~~896)

(3617,~~643~~546)

(4466,~~291~~187)

(4360,~~413~~959)

Income tax expense (benefit)

6—

~~(138)~~6

(~~123~~117)

Net loss from continuing operations, net of income taxes

(1721,~~983~~896)

(3617,~~505~~552)

(4466,~~297~~193)

(4360,~~290~~842)

Net (loss) income from discontinued operations, net of income taxes (refer to Note 3, Discontinued Operations)

(1,~~717~~040)

(~~20,336~~18)

32,~~314~~274

(16,~~605~~623)

Net loss attributable to common stockholders

(1922,~~700~~936)

(5617,~~841~~570)

(4063,~~983~~919)

(5977,~~895~~465)

Net loss per common share:

Basic and diluted net loss per common share from continuing operations (1)

(3.2795)

(63.8126)

(812.0903)

(811.0834)

Basic and diluted net (loss) income per common share from discontinued operations (1)

(0.3119)

(30.7901)

0.6141

(3.10)

Basic and diluted total net loss per common share (1)

(34.5814)

(103.6027)

(711.4862)

(1114.1844)

Weighted average shares outstanding:

Basic and diluted weighted average shares outstanding (1)

5,~~496~~544

5,~~364~~378

5,~~477~~499

5,~~355~~363

(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024. See Note 2, Summary of Significant Accounting Policies for additional details.

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 June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net loss attributable to common stockholders	$	(1922,~~700~~936)	$	(5617,~~841~~570)	$	(4063,~~983~~919)	$	(5977,~~895~~465)
Other comprehensive income (loss):
Foreign currency translation adjustment	1—		—		(12)		—
Change in fair value of available-for-sale marketable securities, net of deferred taxes	7333		~~2,668~~409		1,~~184~~217		3,~~524~~933
Total other comprehensive income	7433		~~2,668~~409		1,~~172~~205		3,~~524~~933
Total comprehensive loss	$	(1922,~~626~~903)	$	(5417,~~173~~161)	$	(3962,~~811~~714)	$	(5673,~~371~~532)

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			AdditionalPaid-InCapital		AccumulatedDeficit		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares (1)	Amount
Balance as of December 31, 2023	5,954	$	1	$	611,497	$	(523,786)	$	(1,669)	$	86,043
Stock option exercises, net	98	—		95		—		—		95
Stock-based compensation expense	—	—		1,293		—		—		1,293
Comprehensive income (loss)	—	—		—		(21,283)		1,098		(20,185)
Balance as of March 31, 2024	6,052	$	1	$	612,885	$	(545,069)	$	(571)	$	67,246
Stock option exercises, net	33	—		(36)		—		—		(36)
Stock-based compensation expense	—	—		1,169		—		—		1,169
Comprehensive income (loss)	—	—		—		(19,700)		74		(19,626)
Balance as of June 30, 2024	6,085	$	1	$	614,018	$	(564,769)	$	(497)	$	48,753
Stock option exercises, net	—	—		(1)		—		—		(1)
Cancellations and other	(505)	—		(15)		—		—		(15)
Stock-based compensation expense	—	—		1,007		—		—		1,007
Comprehensive income (loss)	—	—		—		(22,936)		33		(22,903)
Balance as of September 30, 2024	5,580	$	1	$	615,009	$	(587,705)	$	(464)	$	26,841

	Common Stock			AdditionalPaid-InCapital		AccumulatedDeficit		AccumulatedOtherComprehensiveLoss		TotalStockholders’Equity
	Shares (1)	Amount
Balance as of December 31, 2022	5,905	$	1	$	609,470	$	(408,474)	$	(7,095)	$	193,902
Stock option exercises, net	23	—		121		—		—		121
Stock-based compensation expense	—	—		2,814		—		—		2,814
Comprehensive income (loss)	—	—		—		(3,054)		856		(2,198)
Balance as of March 31, 2023	5,927	$	1	$	612,405	$	(411,528)	$	(6,239)	$	194,639
Stock option exercises, net	—1	—		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	5,928	$	1	$	608,542	$	(468,369)	$	(3,571)	$	136,603
Stock option exercises, net	15	—		109		–		–		109
Stock-based compensation expense	—	–		923		–		–		923
Comprehensive income (loss)	—	–		–		(17,570)		409		(17,161)
Balance as of September 30, 2023	5,943	$	1	$	609,574	$	(485,939)	$	(3,162)	$	120,474

(1) Amounts have been adjusted to reflect the 1-for-35 reverse stock split that became effective on July 18, 2024. See Note 2, Summary of Significant Accounting Policies for additional details.

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)

Six Months Ended June 30,

Nine Months Ended September 30,

2024

2023

Operating activities

Net loss

(4063,~~983~~919)

(5977,~~895~~465)

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization

811,~~061~~924

1016,~~596~~056

Stock-based compensation expense

23,~~414~~373

(~~1,214~~347)

Bad debt expense

1,~~077~~180

(~~197~~263)

Changes in fair value of warrants and conversion option

~~(286)~~170

(1830,~~660~~661)

Accretion and amortization related to financing activities

6,191

46,~~318~~624

Realized losses on sale of marketable securities

1,~~164~~108

3,~~044~~058

Impairment of goodwill

—

19,226

Other

(4,~~043~~630)

21,~~593~~815

Changes in operating assets and liabilities:

Accounts receivable

16,~~302~~749

(13,~~614~~073)

Inventories

512,~~962~~446

3143,~~072~~323

Other assets and other liabilities

25,~~710~~290

~~909~~(4,170)

Accounts payable

(16,~~008~~831)

(2332,~~708~~306)

Accrued expenses

(913,~~022~~810)

(1015,~~751~~685)

Net cash used in operating activities

(2640,~~461~~759)

(4473,~~281~~868)

Investing activities

Purchases of marketable securities

(3646,~~560~~840)

(7587,~~050~~619)

Proceeds from maturities of marketable securities

2236,~~933~~201

4166,~~759~~193

Proceeds from sales of marketable securities

2636,~~287~~240

8499,~~385~~838

Purchase of property and equipment

(~~458~~541)

(610,~~956~~127)

Proceeds from divestiture of discontinued operations

5758,~~713~~405

12,~~928~~378

Proceeds from an insurance claim from a prior business acquisition

—

1,533

Proceeds from a corporate-owned life insurance policy

2,173

—

Other

2728

3641

Net cash provided by investing activities

7285,~~115~~666

4672,~~102~~237

Financing activities

Repayments of long-term debt

(66,~~307~~806)

(4,~~313~~874)

Proceeds from issuance of long-term debt

15,800

—

Payments of debt issuance costs

—

(2,000)

Borrowing under revolving line of credit

3,562

—

Repayments under revolving line of credit

(3,562)

—

Payments of finance lease obligations

(23,~~003~~042)

(12,~~595~~428)

Proceeds from exercise of stock awards, net of withholding taxes

5958

~~140~~249

Net cash used in financing activities

(5253,~~451~~990)

(79,~~768~~053)

Effect of exchange rate changes on cash

(12)

—

Net decrease in cash and cash equivalents

(69,~~809~~095)

(510,~~947~~684)

Cash, cash equivalents and restricted cash, beginning of period

16,081

43,321

Cash, cash equivalents and restricted cash, end of period

96,~~272~~986

3732,~~374~~637

Supplemental disclosure of cash flow information
Cash paid for taxes	$	—	$	235
Cash paid for interest	$	46,~~674~~604	$	914,~~555~~523
Supplemental disclosure of non-cash activities
Purchases of property and equipment included in liabilities	$	30165	$	~~333~~125

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 ~~Amounts~~Data)

1. Description of Business

Moving to an asset-light business model enables Benson Hill to focus on our research and development competitive advantage. We plan to participate across the value chain with partnerships that are more efficient to scale acreage, require less operating expense and are more capital efficient. This model will continue to enable us to solve end user challenges with seed innovation. As we analyze the asset-light business model across the value chain, there are three opportunities to monetize Benson Hill’s technology. First, licensing our germplasm to seed companies. Second, direct seed sales to farmers. And third, through technology access fees and value-based royalties from seed companies, processors and end users.

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 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 technology platform, asset-light model, and purpose-driven culture will help bridge the divide between evolving preferences and quality traits already present within the genetic diversity of ~~plants~~soy. We see nature as our partner; technology as our enabler; and innovators like us, like-minded stakeholders, stockholders and partners as the catalysts to ~~activate~~create ~~the~~a ~~change~~Made ~~needed~~from Better™ soybean.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for financial reporting and Securities and Exchange Commission (“SEC”) regulations.

~~For~~Since ~~the~~our ~~three and six months ended June 30~~inception, ~~2024,~~we ~~the~~have ~~Company~~ incurred asignificant ~~net loss from continuing operations~~losses, ~~net~~primarily ofto ~~income~~fund ~~taxes~~investment ofinto ~~$17,983~~technology and ~~$44,297,~~costs ~~respectively,~~associated ~~and~~with ~~for~~early-stage ~~the~~commercialization ~~six months ended June 30, 2024, the Company had negative cash flows from operating activities~~ of ~~$26,461~~our ~~and capital expenditures were minimal~~products. As of ~~June~~September 30, 2024, ~~we had cash~~ and ~~marketable securities of $29,519. Furthermore, as of June~~December 3031, ~~2024~~2023, the Company had an accumulated deficit of $~~564~~587,~~769~~705 and $523,786 respectively, and term debt and notes payable of $1615,~~136~~637 and $60,451 respectively, which are subject to repayment terms and covenants further described in Note 8, Debt in this report. ~~These~~For ~~factors,~~the ~~coupled~~three ~~with working capital needs~~ and 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 12nine months ~~after~~ended ~~the~~September 30, ~~date the consolidated financial statements are issued. Therefore~~2024, ~~there is substantial doubt about our ability to continue as a going concern within one year after~~ the ~~date the financial statements are issued. The accompanying financial statements have been prepared on a basis that assumes that the~~ Company ~~will~~incurred ~~continue as~~ a ~~going~~net ~~concern,~~loss ~~and do not include any adjustments that may result~~ from ~~the~~continuing ~~outcome~~operations, ofnet ~~this uncertainty. This basis~~ of ~~accounting~~income ~~contemplates~~taxes, ~~the recovery~~ of ~~the~~$21,896 ~~Company’s assets~~ and ~~the~~$66,193, ~~satisfaction~~respectively, ~~of the Company’s liabilities~~ and ~~commitments~~for in the ~~normal~~nine ~~course~~months ofended ~~business~~September ~~and~~30, ~~does~~2024, ~~not~~the ~~include~~Company ~~any~~had ~~adjustments~~negative tocash ~~reflect~~flows ~~the~~from ~~possible~~operating ~~future~~activities ~~effects~~ of ~~the~~$40,759. ~~recoverability~~As ~~and classification~~ of ~~recorded~~September 30, ~~asset~~2024, ~~amounts~~we orhad ~~amounts~~cash and ~~classification~~marketable securities of ~~liabilities that might be necessary should the Company be unable to continue as a going concern~~$14,407.

OnAs ~~February 13,~~of ~~2024, we completed~~ the ~~sale~~date of ~~our~~this ~~soy crushing facility in Creston~~report, ~~Iowa,~~we ~~and~~estimate ~~used~~that ~~the~~our ~~proceeds~~existing tocash ~~fully~~and ~~retire~~marketable ~~the~~securities ~~Convertible Notes Payable. We paid an aggregate amount~~ of approximately $5814,~~964,~~407 inas ~~full payment~~ of ~~our~~September 30, ~~outstanding~~2024 ~~obligations~~will ~~under~~last ~~the~~through ~~Convertible Notes Payable. Refer to Note~~December 831, ~~Debt in this report for further details. Since our inception~~2024, webut ~~have~~will ~~incurred~~not ~~significant~~be ~~losses~~sufficient ~~primarily~~ to fund ~~investment~~our ~~into~~operations ~~technology~~or ~~and~~meet ~~costs associated with early-stage commercialization of~~ our ~~products.~~contractual Incommitments ~~order~~and toobligations ~~generate~~as ~~sufficient~~they ~~cash~~came todue ~~offset~~in the ~~costs~~ordinary course of ~~funding~~business ~~continued~~for ~~investment~~12 months inafter ~~technology~~the ~~and~~date toour ~~fund~~consolidated ~~operations~~financial ~~more~~statements ~~broadly,~~are weissued. ~~will be required to raise additional capital and identify additional sources of revenue~~Therefore, ~~including~~there ~~from~~is ~~collaborative~~substantial ~~arrangements~~doubt orabout ~~joint~~our ~~operating~~ability ~~activities,~~to ~~partnerships~~continue ~~and~~as ~~licensing~~a ~~opportunities~~going concern.

The accompanying financial statements have been prepared on a basis that assumes that the Company will continue as a going concern, and do not include any adjustments that may result from the outcome of this uncertainty. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of the Company’s liabilities and commitments in the normal course of business and does not include any adjustments to reflect the possible future effects of the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

We will need to raise additional capital to continue our operations and to execute our business plan, which capital may not be available on timely or acceptable terms, or at all. Likewise, as of the date of this report, management estimates that we will

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

Wecomply have taken steps to mitigate the substantial doubt noted above. As mentioned above, during the first quarter of 2024, we sold our soybean processing facilities located in Creston, Iowa and utilized proceeds from the sales, in combination with ~~restricted cash, to fully retire~~ our ~~obligations~~debt ~~under~~covenants ~~the~~through ~~Convertible~~December ~~Notes Payable. We are decreasing cash required for our operations by reducing operating costs and reducing staff levels. We incurred severance costs of $104 and $1~~31,~~755,~~ ~~respectively, for the three and six months ended June 30,~~ 2024,. ~~included within selling~~However, ~~general~~we ~~and~~have ~~administrative~~based ~~expenses~~these ~~and~~estimates ~~net income from discontinued operations, net~~ of ~~income taxes, on~~ our ~~consolidated~~cash ~~statements~~runway ~~of operations. On May 7, 2024, the Company’s indirect wholly-owned subsidiary Dakota Dry Bean Inc. (“DDB”) amended~~ and ~~restated~~covenant ~~its~~compliance ~~credit~~on ~~facility,~~assumptions ~~including~~that tomay ~~increase~~prove ~~its term loan~~ to ~~$15.8 million~~be ~~and to extend the maturity date to April 2029. Refer to Note 8~~incorrect, ~~Debt~~and ~~in this report for further details. In addition,~~ we ~~are~~could ~~working~~utilize ~~to manage~~ our ~~current~~available ~~liabilities~~capital ~~while~~resources weor ~~continue~~fail to ~~make~~comply ~~changes~~with ~~in operations to improve our cash flow and liquidity position. Our liquidity plans and operating budget include further actions aimed at improving operating efficiencies by reducing~~ certain ~~operating~~debt ~~costs,~~covenants ~~restructuring~~sooner ~~certain~~than parts of our organization, exploring strategic alternatives, divesting our 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, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concernexpect.

In order to generate sufficient cash to offset the costs of funding continued investment in technology and to fund operations more broadly, we will be required to raise additional capital and identify additional sources of revenue, including from collaborative arrangements or joint operating activities, partnerships and licensing opportunities.

We have taken steps to mitigate the substantial doubt noted above. On February 13, 2024, we completed the sale of our soy crushing facility in Creston, Iowa, and used the proceeds to fully retire the Convertible Notes Payable. We paid an aggregate amount of $58,964, in full payment of our outstanding obligations under the Convertible Notes Payable. Refer to Note 8, Debt in this report for further details. We are decreasing cash required for our operations by reducing operating costs and reducing staff levels. We incurred severance costs of $113 and $1,868, respectively, for the three and nine months ended September 30, 2024, included within selling, general and administrative expenses and net income from discontinued operations, net of income taxes, on our consolidated statements of operations. On May 7, 2024, the Company’s indirect wholly-owned subsidiary Dakota Dry Bean Inc. (“DDB”) amended and restated its credit facility, including to increase its term loan to $15.8 million and to extend the maturity date to April 2029. Refer to Note 8, Debt in this report for further details. In addition, we are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position.

Our liquidity plans and operating budget include further actions aimed at improving operating efficiencies by reducing certain operating costs, restructuring certain parts of our organization, exploring strategic alternatives, divesting our assets, supplementing cash 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, or that our achievement of any of these plans will sufficiently address our substantial doubt about our ability to continue as a going concern. In the event we are unable to secure additional financing to fund our obligations before the end of the fourth quarter of 2024, or to maintain covenant compliance, we will be required to seek other strategic alternatives, which may include, among others, scaling back or discontinuing certain or all operations to reduce costs, closure of operations, sale of certain of our assets, a sale of the entire company to strategic or financial investors, and/or seeking protection under the U.S. bankruptcy laws.

After market close on August 23, 2024, the Company transferred its stock exchange listing to The Nasdaq Stock Market LLC (“Nasdaq”) from the New York Stock Exchange. The Company’s common stock began trading on Nasdaq on August 26, 2024, and maintained the ticker symbol “BHIL.” The transfer to Nasdaq permits the Company to realize cost savings and facilitates the continued listing of our common stock on a national securities exchange.

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. As further discussed in the Reverse Stock Split section below, all per share amounts and common shares amounts have been adjusted on a retroactive basis to reflect the Reverse Stock Split (as defined below). Results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year ended December 31, 2024. 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, 2023. These unaudited condensed consolidated financial statements should be read in conjunction with the December 31, 2023 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. All dollar amounts, share units and commodity quantities are in thousands, except per share amounts, unless otherwise noted. This includes reporting financial results for former Fresh Segment and Seymour, Indiana and Creston, Iowa processing facilities as discontinued operations (See Note 3, Discontinued Operations) for all periods presented.

Reverse Stock Split

On July 18, 2024, following approval by the Company’s stockholders, the Company effected a 1-for-35 reverse stock split of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). The common stock began trading on the New York Stock Exchange on a post-split basis on July 19, 2024. Following the Reverse Stock Split, the number of authorized shares of common stock remained at 440,000 and the number of authorized shares of preferred stock remained at 1,000. On a retroactive basis, the Reverse Stock Split reduced the total number of issued and outstanding shares of common stock from 212,966 to 6,085 as of June 30, 2024. On a retroactive basis, the Reverse Stock Split reduced the total number of issued and outstanding shares of common stock from 208,395 to 5,954 as of December 31, 2023. The par value per share of common stock remained at $0.0001.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

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. All dollar amounts, share units and commodity quantities are in thousands, except per share amounts, unless otherwise noted. This includes reporting financial results for former Fresh Segment and Seymour, Indiana, and Creston, Iowa processing facilities as discontinued operations (See Note 3, Discontinued Operations) for all periods presented.

Reverse Stock Split

On July 18, 2024, following approval by the Company’s stockholders, the Company effected a 1-for-35 reverse stock split of the issued and outstanding shares of the Company’s common stock (the “Reverse Stock Split”). On July 19, 2024, our common stock began trading on the New York Stock Exchange on a post-split basis. Following the Reverse Stock Split, the number of authorized shares of common stock remained at 440,000 and the number of authorized shares of preferred stock remained at 1,000. On a retroactive basis, the Reverse Stock Split reduced the total number of issued and outstanding shares of common stock from 208,395 to 5,954 as of December 31, 2023. The par value per share of common stock remained at $0.0001.

The Company’s stockholders’ equity, in the aggregate, remained unchanged following the Reverse Stock Split. Per share net loss increased because there were fewer shares of common stock outstanding. There were no other accounting consequences, including changes to the amount of stock-based compensation expense to be recognized in any period, that arose as a result of the Reverse Stock Split. No fractional shares were issued in connection with the Reverse Stock Split. Instead, holders of the common stock holding fractional shares were entitled to receive, in lieu of such fractional shares, a cash payment in an amount determined based on the closing price of the Company’s common stock on the effective date of the Reverse Stock Split. The cash payments were immaterial to the Company’s consolidated financial statements. The Reverse Stock Split impacted all stockholders uniformly and did not affect any stockholder’s percentage of ownership or proportionate voting power other than very minor impacts from the treatment of fractional shares.

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, 2024 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.

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 disclosure 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 SEC rules 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 our 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.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

~~The~~Use ~~following table provides a reconciliation~~ of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of $— and $8,483 of cash and cash equivalents reported within current assets of discontinued operations as of June 30, 2024 and June 30, 2023 to the amounts shown in the condensed consolidated statements of cash flows.Estimates

	June 30,2024		June 30,2023
Cash and cash equivalents	$	9,272	$	9,051
Restricted cash, current	—		19,840
Cash and cash equivalents reported in current assets of discontinued operations	—		8,483
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	9,272	$	37,374

Cash, Cash Equivalents and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the condensed consolidated balance sheets, inclusive of zero and $4,666 of cash and cash equivalents reported within current assets of discontinued operations as of September 30, 2024 and September 30, 2023 to the amounts shown in the condensed consolidated statements of cash flows.


	September 30, 2024		September 30, 2023
Cash and cash equivalents	$	6,986	$	7,533
Restricted cash, current	—		20,438
Cash and cash equivalents reported in current assets of discontinued operations	—		4,666
Total cash, cash equivalents and restricted cash shown in the condensed consolidated statements of cash flows	$	6,986	$	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 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.

Impairment of goodwill is measured as the excess of the carrying amount of goodwill over the fair value of the reporting unit. 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. We performed an 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. 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 $9,260 in continuing operations and $9,966 in discontinued operations, 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.

Intangible assets consist primarily of customer relationships, trade names, employment agreements, technology licenses, and developed or acquired technology. Intangible assets are valued based on the income approach, which utilizes discounted cash flows, or cost buildup. These estimates generally constitute Level 3 inputs under the fair value hierarchy.

In conjunction with business acquisitions, we obtain trade names and permits, enter into employment agreements, and gain access to the developed technology, distribution channels and customer relationships of the acquired companies. Trade names and permits are amortized over their estimated useful life, which is generally 10 years. The developed and acquired technology is amortized over its estimated useful life of 13 years. Customer relationships are expected to provide economic benefits to the Company over the amortization period of 15 years and are amortized on a straight-line basis. The amortization period of customer relationships represents management’s best estimate of the expected usage or consumption of the economic benefits of the acquired assets, which is based on our historical experience of customer attrition rates.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

ofIntangible ~~the~~assets ~~intangible~~consist ~~asset,~~primarily ~~the~~of ~~asset~~customer ~~group~~relationships, istrade ~~written~~names, ~~down~~employment toagreements, ~~fair~~technology ~~value~~licenses, and ~~any~~developed ~~impairment~~or isacquired ~~assigned~~technology. toIntangible ~~the~~ assets inare ~~the~~valued ~~asset~~based ~~group~~on inthe ~~accordance~~income ~~with~~approach, ~~the~~which ~~applicable~~utilizes ~~guidance,~~discounted ~~and~~cash aflows, ~~corresponding~~or ~~impairment~~cost isbuildup. ~~recognized~~These inestimates ~~our~~generally ~~consolidated~~constitute ~~statements~~Level 3 ofinputs ~~operations~~under ~~and~~the ~~comprehensive~~fair ~~loss~~value hierarchy.

~~For~~In ~~the~~conjunction ~~quarter~~with ~~ended~~business ~~June 30~~acquisitions, ~~2024~~we obtain trade names and permits, weenter ~~determined~~into ~~there~~employment ~~was~~agreements, noand ~~impairment~~gain access to the developed technology, distribution channels and customer relationships of ~~our~~the ~~intangible~~acquired ~~assets~~companies. ~~However,~~Trade wenames and permits are ~~currently~~amortized ~~exploring~~over atheir ~~broad~~estimated ~~strategic~~useful ~~review~~life, ofwhich ~~our~~is ~~business~~generally ~~which~~10 years. ~~could~~The ~~result~~developed inand usacquired ~~being~~technology ~~unable~~is toamortized ~~recover~~over ~~all~~its orestimated auseful ~~portion~~life of 13 years. Customer relationships are expected to provide economic benefits to the ~~carrying~~Company ~~value~~over the amortization period of ~~our~~15 years ~~intangible~~and ~~assets~~are amortized on a straight-line basis. The ~~amount~~amortization ~~and~~period ~~timing~~ of ~~any~~customer ~~impairment~~relationships ~~charge~~represents ~~would~~management’s ~~depend~~best onestimate aof ~~number~~the expected usage or consumption of ~~factors~~the ~~including~~economic benefits of the ~~structure,~~acquired ~~timing~~assets, ~~and~~which ~~scope~~is ofbased ~~any~~on ~~assets~~our ~~disposed~~historical inexperience ~~any~~of ~~future~~customer ~~transactions~~attrition rates.

Definite lived intangible assets are reviewed for impairment, at the asset group level, whenever, in management’s judgment, impairment indicators are present. At a minimum, we assess all definite lived intangible assets annually for indicators of impairment. When indicators of impairment are present, such an assessment involves estimating undiscounted cash flows over the remaining useful life of the intangible. If the review indicates that undiscounted cash flows are less than the carrying value of the intangible asset, the asset group is written down to fair value, and any impairment is assigned to the assets in the asset group in accordance with the applicable guidance, and a corresponding impairment is recognized in our consolidated statements of operations and comprehensive loss.

For the quarter ended September 30, 2024, 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 June 30, 2024 and determined that the carrying value of our assets is recoverable and no impairment charge was necessary. We~~ are currently executing a transition of our business model which could further result in us being unable to recover all or a portion of the remaining carrying value of our long-lived assets.

Stock Award Modifications

In June 2023, the Company announced that the former Chief Executive Officer (CEO) agreed to resign from the Company effective June 15, 2023, and entered into a consulting agreement to provide transition support through June 15, 2024. In connection with the separation, the Company modified the terms of its former CEO’s outstanding stock awards to (1) continue vesting over the consulting period through June 15, 2024 if continuous service is achieved with the Company; (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 the Company; 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 the Company. As a result of the stock award modifications, the Company recorded a $6.2 million decrease to stock-based compensation expense for the three and ~~six~~nine months ended ~~June~~September 30, 2023.

Recently Issued Accounting Guidance Not Yet Effective

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures (“ASU 2023-09”). The standard requires all entities to disclose specific categories in the rate reconciliation, income taxes paid, and other income tax information. For public business entities, the amendments in ASU 2023-09 are effective for annual periods beginning after December 15, 2024. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 requires public entities, including those entities with a single reportable segment, to provide disclosures of significant segment expenses and other segment items. The public entities are permitted to disclose multiple measures of a segment’s profit or loss used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one measure that is most consistent with our consolidated financial statements is included. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

3In November 2023, the FASB issued ASU 2023-07, Segment Reporting—Improvements to Reportable Segment Disclosures (“ASU 2023-07”).~~Discontinued~~ ~~Operations~~ASU 2023-07 requires public entities, including those entities with a single reportable segment, to provide disclosures of significant segment expenses and other segment items. The public entities are permitted to disclose multiple measures of a segment’s profit or loss used by the chief operating decision-maker to allocate resources and assess performance, as long as at least one measure that is most consistent with our consolidated financial statements is included. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. The guidance is applied retrospectively to all periods presented in financial statements, unless it is impracticable. Early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

~~Sale~~3. ofDiscontinued ~~Seymour, Indiana and Creston, Iowa Facilities~~Operations

Sale of Seymour, Indiana, and Creston, Iowa, Facilities

On October 31, 2023, the Company sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35,397 of total gross proceeds, subject to certain adjustments, including an adjustment for inventory and other working capital (the “Seymour Sale”). Upon closing the Seymour Sale, we recorded a gain on the sale of $18,970 for the year ended December 31, 2023.

On February 13, 2024, we sold all of our interests in a wholly-owned subsidiary, Benson Hill Ingredients, LLC (“Ingredients”), which owns and operates a soybean processing facility in Creston, Iowa, to White River Creston, LLC (the “Purchaser”) for $52,500, plus a working capital adjustment estimated to be $19,671 (the “Purchase Price”), subject to certain deferred payments, holdbacks and other adjustments as defined in the Membership Interest Purchase Agreement (the “MIPA”) (the “Creston Sale”). Upon closing the Creston Sale, we recorded a gain on the sale of $2,844 for the three and ~~six~~nine months ended ~~June~~September 30, 2024.

Upon closing the Creston Sale, $3,413 of the Purchase Price (the “Holdback”) and $4,950 of the Purchase Price (the “Carryback”) was held back by the Purchaser. The Holdback may be used by the Purchaser to satisfy certain Adverse Consequences (as defined in the MIPA) subject to the indemnification provisions, and for the Purchaser’s recovery with respect to certain Facility KPIs (as defined in the MIPA). The Holdback, less any amounts due to the Purchaser under the MIPA terms, shall be paid to the Seller within five days following the twelve-month anniversary of the closing. The Carryback will be paid by the Purchaser to the Seller pursuant to the terms of a promissory note executed by the Purchaser, and guaranteed by Ingredients, on February 13, 2024 (the “Promissory Note”). Under the Promissory Note, and subject to its terms and conditions, the Carryback will be paid in four equal installments on November 24, 2024, February 25, 2025, May 25, 2025, and August 25, 2025, together with all unpaid accrued interest on the outstanding principal amount on each such date. Subject to the terms and conditions of the Promissory Note, interest will accrue on the outstanding and unpaid principal amount thereunder at a fixed rate equal to 8.00% per annum. The Promissory Note may be partially or fully prepaid at any time without penalty.

The Company entered into a Transition Services Agreement (“TSA”) with the Purchaser, which is designed to ensure and facilitate an orderly transfer of operations. The TSA terms are four to six months with the option to extend for additional months. The TSA with the Purchaser expired in July 2024. TSA income is recognized as services are performed.

The Creston Sale and the Seymour Sale (collectively, the “Transactions”) were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage the Company’s core competencies as a technology-enabled seed innovation company as the Company transitions from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen the Company’s balance sheet as the Company seeks to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale the Company’s product innovations. In accordance with ASC 205-20, Discontinued Operations, the Creston Sale was a strategic shift as the Company exited the ownership and operation of soybean processing assets. Therefore, the Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations.

Divestiture of J&J Produce, Inc. (“J&J”)

On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell 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 June 30, 2024, 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. In accordance with ASC 205-20, Discontinued Operations, our strategic shift to exit the former Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. J&J had assets of $375 and $601 and liabilities of $664 and $559 as of June 30, 2024 and December 31, 2023, respectively. J&J had net income of $149 and net loss of $264 with no revenues for the

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

~~three~~Divestiture ~~and~~of ~~six months ended June 30, 2024.~~ J&J ~~had revenues of $9~~Produce,~~902,~~ ~~cost of sales of $15,398, operating expenses of $1,883 and net loss of $7,726 for the three months ended June 30, 2023~~Inc. (“J&J ~~had revenues of $32,237, cost of sales of $34,131, operating expenses of $3,337 and net loss of $5,935 for the six months ended June 30, 2023.~~”)

On December 29, 2022, we entered into a Stock Purchase Agreement (the “Stock Sale”) to sell 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, 2024, 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. In accordance with ASC 205-20, Discontinued Operations, our strategic shift to exit the former Fresh segment met the criteria to be classified as businesses held for sale and presented as a discontinued operation. J&J had assets of $355 and $601 and liabilities of $712 and $559 as of September 30, 2024 and December 31, 2023, respectively. J&J had net loss of $192 and $456 with no revenues for the three and nine months ended September 30, 2024. J&J had revenues of $0, immaterial cost of sales and operating expenses, and net income of $1,673 for the three months ended September 30, 2023. J&J had revenues of $32,237, cost of sales of $34,105, operating expenses of $3,173 and net loss of $4,262 for the nine months ended September 30, 2023.

We reclassified the combined results of 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:

	June 30,2024		December 31,2023
	September 30,2024		December 31,2023
Assets
Current assets:
Cash and cash equivalents	$	—	$	7,147
Accounts receivable, net	~~4,985~~742		26,412
Inventories, net	—		10,640
Prepaid expenses and other assets	~~924~~493		6,468
Property and equipment, net	—		52,510
Total assets from discontinued operations	$	51,~~909~~235	$	103,177
Liabilities
Current liabilities:
Accounts payable	$	79	$	12,741
Operating lease liabilities	—		2,851
Accrued expenses and other liabilities	~~1,042~~814		3,210
Total liabilities from discontinued operations	$	~~1,121~~893	$	18,802

The operating results of the discontinued operations, net of tax, were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Revenues	$	170	$	95,456	$	31,060	$	203,767
Cost of sales	171		99,254		27,278		199,083
Research and development	—		—		17		—
Selling, general and administrative expenses	1,775		6,225		3,414		10,619
(Gain) loss on divestiture of discontinued operations	—		172		(2,844)		172
Impairment of goodwill	—		9,966		—		9,966
Interest (income) expense, net	(59)		7		(86)		14
Other expense (income), net	—		168		(33)		518
Net (loss) income from discontinued operations, before income taxes	(1,717)		(20,336)		3,314		(16,605)
Income tax expense	—		—		—		—
Net (loss) income from discontinued operations, net of income taxes	$	(1,717)	$	(20,336)	$	3,314	$	(16,605)

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The operating results of the discontinued operations, net of tax, were as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues	$	—	$	89,602	$	31,060	$	293,369
Cost of sales	—		87,093		27,278		286,176
Research and development	—		—		17		—
Selling, general and administrative expenses	1,165		3,986		4,579		14,605
(Gain) loss on divestiture of discontinued operations	(125)		—		(2,969)		172
Impairment of goodwill	—		—		—		9,966
Interest (income) expense, net	—		24		(86)		38
Other expense (income), net	—		(1,483)		(33)		(965)
Net (loss) income from discontinued operations, before income taxes	(1,040)		(18)		2,274		(16,623)
Income tax expense	—		—		—		—
Net (loss) income from discontinued operations, net of income taxes	$	(1,040)	$	(18)	$	2,274	$	(16,623)

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

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2024		2023
Operating activities
Depreciation and amortization	$	387	$	35,~~593~~405
Bad debt expense	1,~~075~~594		(~~137~~210)
Impairment	—		9,966
Net gain on divestiture of discontinued operations	(2,~~844~~969)		172
Investing activities
Payments for acquisitions of property and equipment	(130)		(~~643~~3,914)
Net proceeds from divestiture	5758,~~713~~405		12,~~928~~378

4. 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, marketable securities, accounts receivable, commodity derivatives, commodity contracts, accounts payable, accrued liabilities, warrant liabilities, conversion option liabilities, and notes payable. As of ~~June~~September 30, 2024 and December 31, 2023, we had cash and cash equivalents of $96,~~272~~986 and $8,934, respectively, which include money market funds with maturities of less than three months. At June 30, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, 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:

	June 30, 2024
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	4,655	$	—	$	—	$	4,655
Corporate bonds	$	—	$	12,519	$	—	$	12,519
Preferred stock	—		3,073		—		3,073
Marketable securities	$	4,655	$	15,592	$	—	$	20,247
Liabilities
Warrant liabilities	$	176	$	11	$	719	$	906
Total liabilities	$	176	$	11	$	719	$	906

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

respectively, which include money market funds with maturities of less than three months. At September 30, 2024 and December 31, 2023, the carrying values of cash and cash equivalents, 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, 2024
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	2,356	$	—	$	—	$	2,356
Corporate bonds	$	—	$	3,450	$	—	$	3,450
Preferred stock	—		1,615		—		1,615
Marketable securities	$	2,356	$	5,065	$	—	$	7,421
Liabilities
Warrant liabilities	$	238	$	8	$	1,115	$	1,361

Total liabilities	$	238	$	8	$	1,115	$	1,361


	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
U.S. treasury securities	$	67	$	—	$	—	$	67
Corporate bonds	—		25,378		—		25,378
Preferred stock	—		7,407		—		7,407
Marketable securities	$	67	$	32,785	$	—	$	32,852
Liabilities
Warrant liabilities	$	201	$	30	$	955	$	1,186
Conversion option liabilities	—		—		5		5
Total liabilities	$	201	$	30	$	960	$	1,191

Public Warrant liabilities of $30 were transferred from Level 1 to Level 2 in 2023. Our Public Warrants were traded on the NYSE under the symbol “BHIL WS.” and considered Level 1 liabilities through December 18, 2023. On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist the Company’s Public Warrants. On December 19, 2023, the NYSE suspended trading in the warrants. As of December 31, 2023, Public Warrants are available for trading over-the-counter under the symbol “BHILW” and are considered Level 2 liabilities. There were no other transfers of financial assets or liabilities into or out of Level 1, Level 2, or Level 3 for 2024 or 2023.

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 6, Derivatives in this report 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, 2023. Pursuant to the Fourth Amendment to the Convertible Loan and Security Agreement entered into with the lender in October 2023, Convertible Notes Payable Warrants must be repriced based on the trailing 5-day VWAP immediately prior to the date of the Fourth Amendment. These warrant liabilities are valued based on Black-Scholes option pricing model.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

The significant inputs to the valuation of Level 3 warrant and conversion option liabilities, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 2, Summary of Significant Accounting Policies, as of ~~June~~September 30, 2024 were as follows:

	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants
Exercise Price	$	136.50		$	402.50		$	6.65
Stock Price	$	57.2520		$	57.2520		$	57.2520
Volatility	~~116~~114.70		%	119.0		%	~~115~~112.05		%
Remaining term in years	2.7449			2.2500			2.5025
Risk-free rate	43.6		%	4.1		%	43.6264%
Dividend yield	—		%	—		%	—		%


	PIPE Investment Warrants			Private Placement Warrants			Convertible Notes Payable Warrants			Conversion Option Liabilities
Exercise Price	$	136.50		$	402.50		$	6.65		$	86.45
Stock Price	$	5.95		$	5.95		$	5.95		$	5.95
Volatility	113.0		%	119.0		%	112.5		%	97.6		%
Remaining term in years	3.24			2.75			3.00			1.00
Risk-free rate	4.0		%	4.1		%	4.0		%	4.8		%
Dividend yield	—		%	—		%	—		%	—		%

The following table summarizes the change in the warrant and conversion option liabilities categorized as Level 3 for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023:

	Three Months EndedJune 30, 2024		Six Months EndedJune 30, 2024
	Three Months EndedSeptember 30, 2024		Nine Months EndedSeptember 30, 2024
Balance, beginning of period	$	~~1,152~~719	$	960
Changes in estimated fair value	~~(433)~~396		~~(241)~~155
Ending balance, June 30, 2024	$	719	$	719
Ending balance, September 30, 2024	$	1,115	$	1,115

	Three Months EndedJune 30, 2023		Six Months EndedJune 30, 2023
	Three Months EndedSeptember 30, 2023		Nine Months EndedSeptember 30, 2023
Balance, beginning of period	$	810,~~471~~306	$	26,907
Changes in estimated fair value	1(9,~~835~~307)		(1625,~~601~~908)
Ending balance, June 30, 2023	$	10,306	$	10,306
Ending balance, September 30, 2023	$	999	$	999

Fair Value of Long-Term Debt

As of ~~June~~September 30, 2024 and December 31, 2023, the fair value of our debt, including amounts classified as current, was $1415,~~301~~ 095 and $64,336, 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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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

5. 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:

June 30, 2024

September 30, 2024

Amortized Cost

GrossUnrealizedGains

GrossUnrealizedLosses

Fair Value

U.S. treasury securities

42,~~823~~441

—

~~(1)~~—

42,~~822~~441

Corporate bonds

123,~~583~~403

1—

(~~213~~18)

123,~~371~~385

Preferred stock

31,~~142~~623

—

(8828)

31,~~054~~595

Total Investments

207,~~548~~467

1—

(~~302~~46)

207,~~247~~421


	December 31, 2023
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. treasury securities	$	458	$	—	$	—	$	458
Corporate bonds	26,040		8		(1,015)		25,033
Preferred stock	7,839		—		(478)		7,361
Total Investments	$	34,337	$	8	$	(1,493)	$	32,852

The aggregate fair value of investments with unrealized losses that had been owned for less than a year was $142,~~050~~959 and $6,887 as of ~~June~~September 30, 2024 and December 31, 2023, respectively. The aggregate fair value of investments with unrealized losses that had been owned for more than one year was $62,~~092~~118 and $21,543 as of ~~June~~September 30, 2024 and December 31, 2023, respectively.

Available-for-sale investments outstanding as of ~~June~~September 30, 2024, classified as marketable securities in our condensed consolidated balance sheets, have maturity dates ranging from the ~~third~~fourth quarter of 2024 through the ~~fourth~~second quarter of ~~2026~~2025. The fair value of marketable securities as of ~~June~~September 30, 2024 with maturities within one year and one to five years is $135,~~956~~744 and $61,~~291~~677, 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.

6. 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 ~~June~~September 30, 2024, the Company held financial futures related to a portion of our forecasted purchases of soybeans for an aggregate notional volume of ~~865~~240 bushels of soybeans; ~~755~~ 65 bushels of the aggregate notional volume will settle in 2024 with the remaining ~~110~~ 175 bushels settling in 2025. As of June 30, 2024, the Company held financial futures related to a portion of our forecasted sales of soybean oil for an aggregate notional volume of 16 pounds of soybean oil; all of which will settle in 2024.

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:

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

	June 30, 2024				December 31, 2023
	September 30, 2024				December 31, 2023
	Asset Derivative		Liability Derivative		Asset Derivative		Liability Derivative
Soybeans	$	~~429~~35	$	—1	$	539	$	—
Soybean oil	—		34—		—		180
Soybean meal	—		—		—		588
Effect of daily cash settlement	(~~429~~35)		(341)		(539)		(768)
Net derivatives as classified in the balance sheet	$	—	$	—	$	—	$	—

We had a current asset representing excess cash collateral posted to a margin account of $~~451~~34 and $992 as of ~~June~~September 30, 2024 and December 31, 2023, respectively. These amounts are not included with the derivatives presented in the table above, but 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 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 recognized in our condensed consolidated statements of operations related to the derivatives:

Three Months EndedJune 30, 2024

Three Months EndedJune 30, 2023

Three Months EndedSeptember 30, 2024

Three Months EndedSeptember 30, 2023

Gain (loss) realized onderivatives

Unrealized gain (loss) onderivatives

Total gain (loss)recognized inincome

Gain (loss) realized onderivatives

Unrealized gain (loss) onderivatives

Total gain (loss)recognized inincome

Soybeans

~~344~~1,061

~~472~~(395)

~~816~~666

(12,~~410~~573)

~~479~~2,705

~~(931)~~132

Soybean oil

(~~195~~58)

~~(31)~~34

(~~226~~24)

~~2,093~~48

(1,~~674)~~112

~~419~~1,160

Soybean meal

—

~~3,259~~968

18(217)

~~3,277~~751

Total

~~149~~1,003

~~441~~(361)

~~590~~642

3(1,~~942~~557)

(13,~~177)~~600

2,~~765~~043

Six Months EndedJune 30, 2024

Six Months EndedJune 30, 2023

Nine Months EndedSeptember 30, 2024

Nine Months EndedSeptember 30, 2023

Gain (loss) realized onderivatives

Unrealized gain (loss) onderivatives

Total gain (loss)recognized inincome

Gain (loss) realized onderivatives

Unrealized gain (loss) onderivatives

Total gain (loss)recognized inincome

Soybeans

34,~~611~~672

(~~109~~504)

34,~~502~~168

(13,~~247~~820)

~~(348)~~2,357

(1,~~595~~463)

Soybean oil

(~~374~~432)

~~146~~180

(~~228~~252)

2,~~500~~548

(~~1,675~~563)

~~825~~1,985

Soybean meal

(1,860)

588

(1,272)

~~(74)~~894

3,~~444~~227

34,~~370~~121

Total

12,~~377~~380

~~625~~264

2,~~002~~644

~~1,179~~(378)

15,~~421~~021

24,~~600~~643

Table disclosures above include the results from both continuing operations and discontinued operations. Our soybean positions are designed to hedge risk related to inventory purchases, therefore the gains and losses on soybean instruments from our operations are recorded in cost of sales in our 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 from our operations are recorded in revenues in our condensed consolidated statements of operations.

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

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

7. Inventories, Net

Inventories, net consist of the following:

	June 30,2024		December 31,2023
	September 30,2024		December 31,2023
Raw materials and supplies	$	3,~~755~~428	$	7,137
Work-in-process	43,~~671~~157		3,938
Finished goods	83,~~400~~758		3,785
Total inventories	$	1610,~~826~~343	$	14,860

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.

8. Debt

	June 30,2024		December 31,2023
	September 30,2024		December 31,2023
DDB Term Loan, due April 2029	$	15,~~800~~405	$	6,256
DDB Equipment Loan, due July 2024	—		525
Convertible Notes Payable, due March 2024	—		59,310
Equipment Financing, due March 2025	~~293~~196		488
Notes Payable, varying maturities through June 2026	4336		64
Less: unamortized debt discount and debt issuance costs	—		(6,192)
	16,136		60,451
	15,637		60,451
Less: current maturities of long-term debt	(1,~~900~~801)		(55,201)
Long-term debt	$	1413,~~236~~836	$	5,250

Term Loan, Equipment Loan and Revolver

In April 2019, DDB entered into a credit agreement (the “2019 Credit Agreement”) comprised of a $14,000 aggregate principal amount of floating rate, five-year term loan (the “2019 DDB Term Loan”), a $3,500 floating rate, five-year loan to be used for facility expansion (the “2019 DDB Equipment Loan”), and a $6,000 floating rate revolving credit facility (the “2019 DDB Revolver”), which is renewed annually. In March 2024, the DDB Term Loan maturity date was extended to April 2026. On May 7, 2024, the 2019 Credit Agreement was amended and restated (the “2024 Credit Agreement”), providing for: (i) a revolving credit facility in the maximum aggregate amount of $6,000 bearing interest at a floating rate equal to the prime rate plus 1/4%, with accrued interest payable monthly, and with a maturity date of December 1, 2024 (the “2024 DDB Revolver”), and (ii) a term loan facility in the amount of $15,800, bearing interest at a floating rate equal to the prime rate plus 1%, with quarterly principal payments in the amount of $395 each, with accrued interest payable quarterly, and maturing on April 1, 2029 (the “2024 DDB Term Loan”).

DDB’s obligations under the 2024 Credit Agreement are secured by a limited guaranty from the Company’s direct wholly-owned subsidiary, Benson Hill Holdings, Inc. (the “Guarantor”), limited to $8,000 in guaranteed obligations. DDB’s obligations under the 2024 Credit Agreement are also secured by a first lien security interest in 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 2024 Credit Agreement contains affirmative and negative covenants, including financial covenants. The DDB financial covenants include minimum working capital, minimum tangible net worth, maximum cash flow leverage ratio, maximum fixed charge coverage ratio, maximum unfunded capital expenditures, and permitted distributions covenants. Under the permitted distributions covenant, DDB may make loans to the Guarantor not in excess of $10,000 in the aggregate at any one time ~~outstanding. The 2024 Credit Agreement requires the Guarantor to maintain a minimum cash balance, initially $7,000 through December 31, 2025 and 50% of the term loan balance thereafter.~~

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

~~DDB~~outstanding. ~~repaid~~The ~~and~~2024 ~~terminated~~Credit ~~the~~Agreement ~~2019~~requires ~~DDB Term Loan and~~ the ~~2019~~Guarantor ~~DDB~~to ~~Equipment~~maintain ~~Loan~~a ~~from~~minimum ~~the~~cash ~~proceeds~~balance ~~received~~including ~~from~~marketable ~~the~~securities, ~~2024~~initially ~~Credit~~$7,000 ~~Agreement~~through ~~in May~~December ~~2024.~~31, ~~During~~2025 ~~the~~and ~~second~~50% ~~quarter~~ of ~~2024, we were in compliance with~~ the ~~financial~~term ~~covenants~~loan ~~under~~balance ~~the 2024 Credit Agreement~~thereafter.

In May 2024, DDB repaid and terminated the 2019 DDB Term Loan and the 2019 DDB Equipment Loan from the proceeds received from the 2024 Credit Agreement. During the third quarter of 2024, we were in compliance with the financial covenants under the 2024 Credit Agreement.

Convertible Notes Payable

In December 2021, we entered into a financing agreement with anAvenue ~~investment~~Capital ~~firm~~Management II, L.P. (the “Agent”), as administrative agent and collateral agent for several funds managed by the Agent (the “Lenders”) (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.

We executed term notes with the ~~lender~~Lenders 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 were secured by substantially all of our assets.

In June 2022, we ~~amended~~entered into a first amendment to the Convertible Loan and Security Agreement ~~(“First Amendment”)~~, which among other things, 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 amendment also increased the designated interest rate by 25 basis points.

In March 2023, we entered into a third amendment to the Convertible Loan and Security Agreement ~~(“Third Amendment”)~~, which, among other things, allowed the restricted cash to be counted towards the required minimum liquidity covenant calculation. In addition, the ~~Third~~amendment ~~Amendment~~ increased the final balloon payment by 200 basis points and reset the prime rate to be the greater of (a) the prime rate of interest as published in the Wall Street Journal or (b) 7.75% per annum.

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.

AtIn ~~any time after six months and before 42 months from the closing date of the initial term loans~~November 2023, upusing ~~to $20,000 of~~ the ~~principal~~proceeds ~~amount~~obtained offrom the ~~term~~sale ~~loans then outstanding may be converted (at the lender’s option) into shares~~ of ~~the~~our ~~Company’s~~soy ~~common~~processing ~~stock~~facility ~~at a price per share (“Conversion Price”) equal to the lower of (a) $2.47; (b)~~ in ~~the~~Seymour, ~~case~~Indiana, ~~of any “equity purchase commitments”~~ and~~/or~~ ~~“at-the-market”~~other orasset ~~similar transactions~~sales, ~~which~~we ~~result~~repaid inapproximately ~~the~~half ~~realization by the Company~~ of ~~gross proceeds of $20,000 or more over any period of 14 consecutive trading days prior to September 30, 2022,~~ the ~~VWAP~~outstanding ofobligations ~~the~~under ~~common stock on~~ the ~~last~~Convertible ~~trading~~Loan ~~day of such 14 day period; or (c) the effective price per share of any bona fide equity offering, which closes after June 30, 2022~~ and ~~prior~~Security toAgreement ~~September 30,~~for ~~2022.~~an ~~The~~aggregate ~~conversion~~amount ~~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~~$58, ~~being greater than or~~ 391.

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

~~equal~~On toFebruary 13, ~~the~~2024, ~~conversion~~we ~~price;~~repaid ~~(b) the~~in ~~shares~~full ofall ~~our~~outstanding ~~common~~obligations ~~stock~~under ~~issued~~the inConvertible ~~connection~~Loan ~~with~~and ~~any~~Security ~~such~~Agreement ~~conversion~~(the ~~not~~“Avenue ~~exceeding~~Capital ~~20%~~Payoff”) offor ~~the~~an ~~total~~aggregate ~~trading~~amount ~~volume~~ of ~~our~~approximately ~~common~~$59,000, ~~stock~~including ~~for~~ the 22applicable ~~consecutive~~Final ~~trading~~Payment ~~days~~(as ~~immediately~~such ~~prior~~term tois ~~and~~defined ~~including~~in the ~~effective~~Convertible ~~date~~Loan ofand ~~the~~Security ~~conversion;~~Agreement) and ~~(c) all~~expense ~~lenders’~~reimbursements ~~pro~~payable ~~forma~~to ~~shares~~the ofAgent. ~~our~~The ~~common~~Company ~~stock~~accelerated ~~resulting~~the ~~from~~recognition of the ~~conversion~~unamortized ~~option,~~debt ~~when~~discount ~~added~~and todebt ~~all~~issuance ~~lenders’~~costs ~~pro~~of ~~forma~~$1,638 ~~shares~~as of ~~our~~the ~~common~~payoff ~~stock~~date ~~resulting~~and ~~from~~such ~~the~~costs ~~exercise~~are ofincluded ~~the~~within ~~warrants~~Interest expense, ~~not~~net ~~exceeding~~in ~~2.5% of~~ the ~~number~~Condensed ofConsolidated ~~shares~~Statement of ~~our~~Operations ~~common~~as ~~stock outstanding at the time~~ of ~~the~~September 30, ~~conversion~~2024.

InUpon ~~November 2023~~the Avenue Capital Payoff, ~~using~~the Lenders’ commitments to extend further credit to the ~~proceeds~~Borrowers ~~obtained~~terminated, ~~from~~the Agent released and terminated all liens or security interests granted to secure the ~~sale~~obligations ofunder ~~our~~the ~~soy~~Convertible ~~processing~~Loan ~~facility~~and inSecurity ~~Seymour~~Agreement, ~~Indiana,~~and the parties to the Convertible Loan and ~~other~~Security ~~asset~~Agreement ~~sales,~~were wereleased ~~repaid~~from ~~approximately~~their ~~half~~respective ofguaranties and obligations thereunder the ~~outstanding~~(except for inchoate indemnity obligations). ~~under~~Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Convertible Loan and Security Agreement) to the Convertible Notes Payable ~~for~~has anexpired. ~~aggregate~~The ~~amount~~Convertible ofNotes ~~$58,391~~Payable Warrants remain outstanding.

On February 13, 2024, we repaid in full all outstanding obligations under the Convertible Loan and Security Agreement with Avenue Capital Management II, L.P. (the “Agent”), as administrative agent and collateral agent for several funds managed by the Agent (the “Lenders”) (as amended, restated, or supplemented from time to time, the “Loan Agreement”) (the “Avenue Capital Payoff”). In connection with the Avenue Capital Payoff, we paid an aggregate amount of approximately $59,000 in full payment of our outstanding obligations under the Loan Agreement and the promissory notes evidencing the obligations thereunder, including the applicable Final Payment (as such term is defined in the Loan Agreement) and expense reimbursements payable to the Agent. The Company accelerated the recognition of the unamortized debt discount and debt issuance costs of $1,638 as of the payoff date and such costs are included within Interest expense, net in the Condensed Consolidated Statement of Operations as of June 30, 2024.

Upon the Avenue Capital Payoff, the Lenders’ commitments to extend further credit to the Borrowers terminated, the Agent released and terminated all liens or security interests granted to secure the obligations under the Loan Agreement, and the parties to the Loan Agreement were released from their respective guaranties and obligations under the Loan Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Loan Agreement) to the Convertible Notes Payable has expired. The Convertible Notes Payable Warrants remain outstanding.

Equipment Financing

In March 2022, the Company entered into a sale-leaseback transaction relating to certain of the Company’s equipment. The Company evaluated whether the transaction qualified as a sale under ASC 606 and ultimately determined that since 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 sale proceeds of $1,160 were recorded as a financing liability. We will make monthly payments of $33 under the financing arrangement for a term of 36 months.

9. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	June 30,2024		December 31,2023
	September 30,2024		December 31,2023
Payroll and employee benefits	$	4,~~329~~887	$	6,148
Insurance premiums	~~107~~47		58
Professional services	12,~~456~~331		3,960
Research and development	~~177~~387		258
Inventory	—		514
Interest	~~229~~372		161
Contract liability	~~6,654~~—		8,340
Other	~~162~~664		1,913
	$	138,~~114~~688	$	21,352

10. Income Taxes

Our effective federal income tax rate was 0% for the three and nine months ended September 30, 2024 and 2023. Our 2024 and 2023 effective federal income tax rates differed from the statutory rate of 21% primarily due to the fact that the Company recorded no income tax benefit on the Company’s pretax losses as we recorded a full valuation allowance globally. The tax expense recorded relates to minor state and foreign taxes.

11. 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, 2024 and 2023:

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(In Thousands, Except Per Share Data)

10. Income Taxes


	Cumulative Foreign Currency Translation		Unrealized Gains/(Losses) on Marketable Securities		Total
Balance as of June 30, 2024	$	(397)	$	(100)	$	(497)
Other comprehensive income before reclassifications	—		89		89
Amounts reclassified from AOCI	—		(56)		(56)
Other comprehensive income	—		33		33
Balance at September 30, 2024	$	(397)	$	(67)	$	(464)

Balance at December 31, 2023	$	(385)	$	(1,284)	$	(1,669)
Other comprehensive income before reclassifications	(12)		109		97
Amounts reclassified from AOCI	—		1,108		1,108
Other comprehensive income	(12)		1,217		1,205
Balance at September 30, 2024	$	(397)	$	(67)	$	(464)

Balance as of June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Other comprehensive income (loss) before reclassifications	—		395		395
Amounts reclassified from AOCI	—		14		14
Other comprehensive income (loss)	—		409		409
Balance at September 30, 2023	$	(385)	$	(2,777)	$	(3,162)

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

Our effective federal income tax rate was 0% for the three and six months ended June 30, 2024 and 2023. Our 2024 and 2023 effective federal income 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 expense recorded relates to state and foreign taxes.

11. Comprehensive Income

The following table shows changes in accumulated other comprehensive income (“AOCI”) by component for the three and six months ended June 30, 2024 and 2023:

	CumulativeForeignCurrencyTranslation		UnrealizedGains/(Losses)on MarketableSecurities		Total
Balance as of March 31, 2024	$	(398)	$	(173)	$	(571)
Other comprehensive income before reclassifications	1		64		65
Amounts reclassified from AOCI	—		9		9
Other comprehensive income	1		73		74
Balance at June 30, 2024	$	(397)	$	(100)	$	(497)
Balance at December 31, 2023	$	(385)	$	(1,284)	$	(1,669)
Other comprehensive income before reclassifications	(12)		20		8
Amounts reclassified from AOCI	—		1,164		1,164
Other comprehensive income	(12)		1,184		1,172
Balance at June 30, 2024	$	(397)	$	(100)	$	(497)
Balance as of March 31, 2023	$	(385)	$	(5,854)	$	(6,239)
Other comprehensive income (loss) before reclassifications	—		674		674
Amounts reclassified from AOCI	—		1,994		1,994
Other comprehensive income (loss)	—		2,668		2,668
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)
Balance at December 31, 2022	$	(385)	$	(6,710)	$	(7,095)
Other comprehensive loss before reclassifications	—		480		480
Amounts reclassified from AOCI	—		3,044		3,044
Other comprehensive loss	—		3,524		3,524
Balance at June 30, 2023	$	(385)	$	(3,186)	$	(3,571)

Amounts reclassified from AOCI were reported within “Other (income) expense, net” on our 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.

12. 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, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 2, Summary of Significant Accounting Policies, 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, 2024 and 2023 were as follows:


	Three Months Ended September 30,		Nine Months Ended September 30,
	2024	2023	2024	2023
Anti-dilutive common share equivalents:

Stock options	—	14	—	24
Restricted stock units	251	266	234	240
Total anti-dilutive common share equivalents	251	280	234	264

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(~~USD~~In ~~and~~Thousands, ~~Share~~Except ~~Amounts~~Per inShare ~~Thousands~~Data)

12. 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, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 2, Summary of Significant Accounting Policies, that were excluded from the calculation of diluted shares outstanding due to us incurring a net loss for the three and six months ended June 30, 2024 and 2023 were as follows:

	Three Months Ended June 30,		Six Months Ended June 30,
	2024	2023	2024	2023
Anti-dilutive common share equivalents:
Warrants	—	—	2	—
Stock options	—	19	1	33
Restricted stock units	256	257	226	228
Total anti-dilutive common share equivalents	256	276	229	261

The following table provides the reconciliation of net loss from continuing operations attributable to common stockholders and basic and diluted loss per common share, adjusted on a retroactive basis to reflect the Reverse Stock Split as discussed in Note 2, Summary of Significant Accounting Policies, by outlining the numerators and denominators of the computations:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss from continuing operations	$	(1721,~~983~~896)	$	(3617,~~505~~552)	$	(4466,~~297~~193)	$	(4360,~~290~~842)
Denominator:
Weighted average common shares outstanding, basic and diluted	5,~~496~~544		5,~~364~~378		5,~~477~~499		5,~~355~~363
Net loss from continuing operations per common share, basic and diluted	$	(3.2795)	$	(63.8126)	$	(812.0903)	$	(811.0834)

13. Commitments and Contingencies

Contingencies

We accrue for costs 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 contingent dispute-related matters, the accruals were $~~670~~626 as of ~~June~~September 30, 2024 and immaterial as of December 31, 2023.

Commitments

As of ~~June~~September 30, 2024, we have committed to purchase from seed producers and growers at dates throughout 2024 and ~~2025~~2026 at fixed prices aggregating to $3523,~~838~~837 based on commodity futures or market prices, other payments to growers, and estimated yields per acre, of which $3123,~~360~~805 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 ~~1,768~~994 bushels throughout 2025 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 ~~June~~September 30, 2024 and due to the fact that the grain or seed is subject to specified quality standards prior to delivery.

14. Segment Information

In December 2022, we divested our former Fresh segment and reclassified the related financial information to discontinued operations for all periods presented. In June 2023, we closed the sale of our former Fresh segment. In February 2024, we divested our soy processing assets and re-evaluated our operating and reportable segments. We concluded that we operate under one operating segment and one reportable segment, Seeds Technology, 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. We are now rapidly evolving to an asset-light business model designed to serve broadacre animal feed markets. Revenues and operating results for the three and nine months ended September 30, 2024 and 2023 are as follows:

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Benson Hill, Inc.

Notes to the Condensed Consolidated Financial Statements (continued)

(Unaudited)

(~~USD~~In ~~and~~Thousands, ~~Share~~Except ~~Amounts~~Per inShare ~~Thousands~~Data)

14. Segment Information


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Domestic	$	34,098	$	23,464	$	89,004	$	72,524
International	—		—		—		23,091
Total Revenues	$	34,098	$	23,464	$	89,004	$	95,615

Point in time	$	27,181	$	21,252	$	74,465	$	90,566
Over time	6,917		2,212		14,539		5,049
Total Revenues	$	34,098	$	23,464	$	89,004	$	95,615

InThe ~~December 2022,~~CODM weuses ~~divested~~Adjusted ~~our~~EBITDA ~~former~~to ~~Fresh~~review ~~segment~~ and ~~reclassified~~assess ~~the~~our ~~related~~operating ~~financial information to discontinued operations for all periods presented~~performance. InWe ~~June~~define ~~2023,~~Adjusted weEBITDA ~~closed~~as ~~the~~net ~~sale~~loss offrom ~~our~~continuing ~~former~~operations ~~Fresh~~excluding ~~segment.~~income Intaxes, ~~February 2024~~interest, wedepreciation, ~~divested~~amortization, ~~our soy processing assets and re~~stock-~~evaluated~~based ~~our~~compensation, ~~operating~~changes ~~and~~in ~~reportable~~fair ~~segments.~~value Weof ~~concluded~~warrants ~~that we operate under one operating segment~~ and ~~one~~conversion ~~reportable segment~~options, ~~Seeds~~realized ~~Technology, as our chief operating decision maker~~ (~~“CODM”~~gains) ~~reviews~~losses ~~financial information presented~~ on amarketable ~~consolidated~~securities, ~~basis~~goodwill ~~for~~and ~~purposes~~long-lived ofasset ~~making operating decisions~~impairment, ~~allocating~~restructuring-related ~~resources~~costs ~~and~~(including ~~evaluating~~severance ~~financial~~costs) ~~performance.~~and Wethe ~~are~~impact ~~now~~of ~~rapidly~~significant ~~evolving to an asset~~non-~~light~~recurring ~~business~~items. ~~model~~Adjustments ~~designed~~ to ~~serve~~reconcile ~~broadacre~~net ~~animal~~loss ~~feed~~from ~~markets.~~continuing ~~Revenues~~operations ~~and~~to ~~operating~~Adjusted ~~results~~EBITDA for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 ~~are~~were as follows:

	Three Months Ended June 30,				Six Months Ended June 30,
	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Revenues
Net loss from continuing operations, net of income taxes	$	(21,896)	$	(17,552)	$	(66,193)	$	(60,842)
Domestic	$	33,773	$	23,484	$	54,906	$	49,060
Interest expense, net	1,849		7,155		12,153		20,401
International	—		—		—		23,091
Income tax expense (benefit)	—		6		6		(117)
Total Revenues	$	33,773	$	23,484	$	54,906	$	72,151
Depreciation and amortization	3,863		3,648		11,536		10,651
Point in time	$	29,492	$	23,189	$	47,284	$	69,314
Stock-based compensation	959		867		3,373		(392)
Over time	4,281		295		7,622		2,837
Changes in fair value of warrants and conversion option	456		(12,001)		170		(30,661)
Total Revenues	$	33,773	$	23,484	$	54,906	$	72,151
Impairment of goodwill	—		—		—		9,260
Exit costs related to divestiture of Creston facility	—		—		2,881		—
Business transformation	—		—		732		—
Severance	35		3,338		1,511		4,576
Proceeds from a corporate-owned life insurance policy	—		—		(2,173)		—
Other	2,106		180		3,879		3,054
Total Adjusted EBITDA	$	(12,628)	$	(14,359)	$	(32,125)	$	(44,070)

~~The CODM uses Adjusted EBITDA to review and assess our operating performance~~15. WeSubsequent 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 six months ended June 30, 2024 and 2023 were as follows:Events

	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Net loss from continuing operations, net of income taxes	$	(17,983)	$	(36,505)	$	(44,297)	$	(43,290)
Interest expense, net	1,708		6,874		10,304		13,246
Income tax expense (benefit)	6		(138)		6		(123)
Depreciation and amortization	3,846		3,529		7,673		7,003
Stock-based compensation	1,138		(4,073)		2,414		(1,259)
Changes in fair value of warrants and conversion option	(513)		3,036		(286)		(18,660)
Impairment of goodwill	—		9,260		—		9,260
Exit costs related to divestiture of Creston facility	(7)		—		2,881		—
Business transformation	408		—		732		—
Severance	402		1,126		1,476		1,238
Proceeds from a corporate-owned life insurance policy	(2,173)		—		(2,173)		—
Other	755		1,642		1,773		2,874
Total Adjusted EBITDA	$	(12,413)	$	(15,249)	$	(19,497)	$	(29,711)

In October 2024, the Company entered into a Fourth Amendment to Sublease Agreement (the “Fourth Amendment”) to its corporate office lease with 1001 Warson Property Owner, LLC to surrender approximately 28,875 square feet of rentable area located at the Company’s St. Louis, Missouri headquarters and extend the lease term from June 30, 2031 to June 30, 2034. The new annualized lease payments during the first year are approximately $5.1 million, escalating to approximately $5.7 million through June 30, 2031. The annualized lease payments during the extension period range from $4.0 million to $4.2 million. The Company is assessing the impact of the Fourth Amendment on its finance lease right-of-use assets and liabilities, and components of property and equipment.

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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 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:

•continue as a going concern;

•procuring the additional financing necessary to operate our business, which may come from the issuance of equity and/or non-dilutive sources;

•complete and achieve the anticipated benefits of our transition to an asset-light business model with a focused expansion into broadacre animal feed markets;

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

•meet liquidity requirements and comply with restrictive covenants of our debt financing agreements;

•continue as a going concern;

•increase our sources of revenue, including by entering into strategic partnerships and/or licensing arrangements;

•procuring the additional financing necessary to operate our business, which may come from the issuance of equity and/or non-dilutive sources;

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

•realize the anticipated benefits of the divestiture of the Seymour, Indiana, and Creston, Iowa facilities;

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

•maintain our listing on ~~the~~The ~~New~~Nasdaq ~~York~~ Stock ~~Exchange~~Market LLC;

•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, and continue to develop, intellectual property;

•effectively respond to general economic and business conditions;

•~~effectively~~maintain ~~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 intellectual property;

•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;

•navigate volatile interest rate environments;

•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;

•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. 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, 2023 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

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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.

The execution of our transition to an asset-light business model and our expanded Liquidity Improvement Plan, 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 our “Risk Factors” in Part I, Item 1A our Annual Report on Form 10-K for the year ended December 31, 2023 and in Part II, Item 1A of this report, for a description of factors that may impact our ability to execute our plans.

OVERVIEW

Benson Hill is a seed innovation company that unlocks nature’s genetic diversity in soy quality traits through a combination of its proprietary genetics, its AI-driven CropOS® technology platform, and its Crop Accelerator. We collaborate with strategic partners to create value throughout the agribusiness supply chain to meet the demand for better feed, food, and fuel. We are headquartered in St. Louis, Missouri, where most of our research and development activities are managed. In October 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 partnerships and licensing agreements to scale our product innovations. In February 2024, as part of our acceleration to an asset-light business model, we divested our soy-crushing and food-grade white flake and soy flour manufacturing operation in Creston, Iowa, which followed the October 2023 divestiture of our soy crushing facility in Seymour, Indiana. We continue to process dry peas in North Dakota through our Dakota ~~ingredients~~Ingredients facility, and we sell our products throughout North America, in Europe and in several countries globally.

We believe that moving to an asset-light business model will enable us to focus on our research and development competitive advantage while participating across the value chain through partnerships that are more efficient to scale acreage, require less operating expense and are more capital efficient. This model maintains our ability to solve end-user challenges with seed innovation. As we analyze the asset-light business model across the value chain, we have identified three opportunities to monetize Benson Hill’s technology. First, by licensing our germplasm to seed companies. Second, by direct seed and grain sales to farmers. And third, through technology access fees and value-based royalties from seed companies, processors and end users. In the future, we plan to enter the animal feed market and secure partnerships and licensing agreements to scale our product offerings.

The emergence of significant market headwinds in the food, aquaculture, and specialty oil markets, which are the markets where our collaboration efforts had been primarily focused, iswas a factor in our decision to reshape our business to best position our proprietary product portfolio and future product pipeline for significant growth. Recent advances in our soybean breeding program will drive the significant expansion of our commercial seed portfolio by 2025. The latest field evaluations on our third generation of Ultra High Protein Low Oligosaccharides, non-GMO soybean varieties showed protein gains of two percent over the previous generation and achieved a yield gap of only three to five bushels per acre, compared with commodity GMO soybeans. Our herbicide-tolerant (“HT”) Ultra High Protein (“UHP”) soybean varieties are on track for commercial release in 2025, with acreage and further portfolio expansion expected in 2026. This is a major step in providing farmers with options for weed control and enabling lower-cost, broadacre production of already advantaged UHP soybeans for the animal feed industry.

~~Reverse~~Transfer ~~Stock~~to ~~Split~~Nasdaq

OnAfter ~~July~~market close on August 1823, 2024, ~~following~~we ~~approval~~transferred by our ~~stockholders,~~common ~~we effected a 1-for-35 reverse~~ stock ~~split~~listing ofto ~~our~~The ~~issued~~Nasdaq ~~and~~Stock ~~outstanding~~Market ~~shares~~LLC ~~of common stock~~ (~~the~~ “~~Reverse Stock Split~~Nasdaq”). ~~Our~~from ~~common stock began trading on~~ the New York Stock Exchange. ~~(the~~On ~~“NYSE”) on a post-split basis on July~~August 1926, 2024~~. Accordingly~~, ~~all~~our share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. Shares of common stock ~~underlying~~began ~~outstanding~~trading ~~warrants,~~on ~~stock~~Nasdaq ~~options,~~ and ~~restricted~~maintained ~~stock units were proportionately decreased and~~ the ~~respective~~ticker ~~per~~symbol ~~share value and exercise prices, if applicable, were proportionately adjusted~~“BHIL.”

Non-Binding Letter of Intent

As previously disclosed, on August 8, 2024, the Transaction Committee of the Board, on behalf of the Company, executed a non-exclusive, non-binding letter of intent with Argonautic (the “Non-Binding Letter of Intent”), which summarizes the principal terms of a possible acquisition of Benson Hill (the “Proposed Transaction”) by a to-be-established acquisition vehicle (the “Buyer”). The Proposed Transaction would include the opportunity for certain Benson Hill stockholders (the Investor Group and such other stockholders, the “Rollover Stockholders”), to exchange their Benson Hill Common Stock for newly issued equity in Buyer. The Proposed Transaction remains subject to numerous material conditions, including Buyer’s

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satisfactory completion of due diligence; Buyer’s securing an amount and type of financing satisfactory to the Company; recommendation of the Proposed Transaction by the Transaction Committee to the Board of the Company; and a non-waivable condition requiring that the number of shares of Common Stock validly tendered pursuant to the tender offer represent a majority of the outstanding shares of Common Stock not beneficially owned by the Rollover Stockholders. Concurrently with the negotiation of definitive documentation, the Transaction Committee will continue to evaluate strategic alternatives through discussions with interested parties. There can be no assurance that the Non-Binding Letter of Intent will lead to a binding offer or definitive documentation, that the Transaction Committee or the Company will continue to pursue the Proposed Transaction or any other potential transaction, or that any transaction, whether or not relating to the Proposed Transaction, will eventually be consummated. For additional information, see the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on September 9, 2024, as well as Part II, Item 1A of this report.

Collaboration Agreement with ADM

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 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 for processing by ADM into soy protein ingredients.

On September 26, 2024, we terminated the Collaboration Agreement and replaced it with a non-exclusive seed supply agreement with ADM, effective September 7, 2024 (the “New ADM Agreement”) to enable the potential commercialization and sale of certain of our proprietary high-protein soybean seed varieties (“High-Protein Varieties”) for ADM to originate and process in the United States into ingredients for the human and pet food markets worldwide. Pursuant to New ADM Agreement terms, we may work with ADM to engage soybean growers in the United States to source production and supply of grain grown from the High-Protein Varieties (“High-Protein Grain”) for processing by ADM into soy protein ingredients. We will receive processing fees for any soy protein ingredients that are processed by ADM from High-Protein Grain and will also receive proceeds from seeds of our High Protein Varieties sold to third party growers who contract to produce the High-Protein Grain. Unless earlier terminated, the New ADM Agreement will remain in effect until December 31, 2028, unless extended by mutual agreement. See Item 7.01 of our Current Report on Form 8-K filed with the SEC on September 27, 2024 for additional information.

Reverse Stock Split

On July 18, 2024, following approval by our stockholders, we effected a 1-for-35 reverse stock split of our issued and outstanding shares of common stock (the “Reverse Stock Split”). On July 19, 2024, our common stock began trading on the New York Stock Exchange (the “NYSE”) on a post-split basis. Accordingly, all share and per share amounts for all periods presented in the accompanying financial statements and notes thereto have been retroactively adjusted, where applicable, to reflect the Reverse Stock Split. Shares of common stock underlying outstanding warrants, stock options, and restricted stock units were proportionately decreased and the respective per share value and exercise prices, if applicable, were proportionately adjusted.

Repayment of 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 million with $80 million available immediately. We executed term notes with the lender in December 2021 in the aggregate amount of $80 million 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~~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 were secured by substantially all of our assets.

In June 2022, we amended the Convertible Loan and Security Agreement and drew on the full $20 million available under the second tranche upon entering into this amendment. Through October 2023, we entered into additional amendments to the Convertible Loan and Security Agreement which changed the terms of the loan including designated interest rates, covenant requirements and maturity date.

In November 2023, using the proceeds obtained from the sale of our soy crushing facility in Seymour, Indiana, and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Loan and Security Agreement for an aggregate amount of $58.4 million.

On February 13, 2024, we repaid in full all outstanding obligations under the Convertible Loan and Security Agreement (the “Avenue Capital Payoff”). In connection with the Avenue Capital Payoff, we paid an aggregate amount of $59.0 million in full payment of our outstanding obligations under the Convertible Loan and Security Agreement and the promissory notes evidencing the obligations thereunder. Upon the Avenue Capital Payoff, the lenders’ (as defined in the Convertible Loan and Security Agreement) commitments to extend further credit to us terminated, the agent (as defined in the Convertible Loan and Security Agreement) released and terminated all liens or security interests granted to secure the obligations under the Convertible Loan and Security Agreement, and the parties to the Convertible Loan and Security Agreement were released from their respective guaranties and obligations under the Convertible Loan and Security Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as such term is defined in the Convertible Loan and Security Agreement) to the Convertible Notes Payable has expired. The Warrants (as such term is defined in the Convertible Loan and Security Agreement) remain outstanding. Refer to Note 8, Debt in this report and Item 1.02 of our Current Report on Form 8-K filed with the SEC on February 14, 2024 for additional information about the Convertible Loan and Security Agreement and the Avenue Capital Payoff.

Sale of Seymour, Indiana and Creston, Iowa Facilities

In connection with our execution of the expanded Liquidity Improvement Plan (see description below), 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 $35.4 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 (the “Seymour Sale”). See Item 1.01 of our Current Report on Form 8-K filed with the SEC on October 31, 2023 for additional information.

On February 13, 2024, we entered into a membership interest purchase agreement (the “MIPA”) with an affiliate of White River, pursuant to which, among other things, we sold all of our interests in our wholly-owned subsidiary, Benson Hill Ingredients, LLC (“Ingredients”), for $52.5 million, plus a working capital adjustment estimated to be $19.7 million, subject to certain deferred payments, holdbacks and other adjustments (the “Creston Sale”). The primary business of Ingredients was the ownership and operation of a soy crushing and food-grade white flake and soy flour manufacturing facility located in Creston, Iowa.

The Creston Sale and the Seymour Sale (collectively, the “Transactions”) represent the completion of an expected milestone as we implement cost and operational improvements as part of our expanded Liquidity Improvement Plan. These actions align with our commitment to disciplined liquidity management and asset efficiency as we transition to an asset-light business model backed by world-class soybean germplasm and competitively advantaged technology. We used the proceeds to improve our liquidity position, by fully retiring our high cost debt, and reducing our operating and working capital costs. Refer to Note 3, Discontinued Operations in this report for further details on the Creston Sale and see Item 1.01 of our Current Report on Form 8-K filed with the SEC on February 14, 2024 for additional information.

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~~continue~~On toFebruary 13, ~~commercialize~~2024, ~~our~~we ~~core~~repaid ~~business~~in ~~and~~full ~~intellectual~~all ~~property~~outstanding ~~assets~~obligations ~~through~~under ~~partnerships~~the ~~and~~Convertible ~~licensing~~Loan ~~arrangements~~and toSecurity ~~scale~~Agreement ~~our~~(the ~~product~~“Avenue ~~innovations~~Capital Payoff”). ~~Following~~In connection with the ~~Creston~~Avenue ~~Sale~~Capital Payoff, we ~~exited~~paid an aggregate amount of $59.0 million in full payment of our outstanding obligations under the ~~ownership~~Convertible Loan and ~~operation~~Security ofAgreement ~~soybean~~and ~~processing~~the ~~assets~~promissory notes evidencing the obligations thereunder. ~~The~~Upon ~~Transactions~~the ~~collectively~~Avenue ~~met~~Capital Payoff, the ~~criteria~~lenders’ ~~for~~(as ~~transactions~~defined ~~required~~in the Convertible Loan and Security Agreement) commitments to beextend ~~accounted~~further ~~for~~credit to us terminated, the agent (as ~~discontinued~~defined ~~operations.~~in Asthe aConvertible ~~result,~~Loan weand ~~have~~Security ~~presented~~Agreement) released and terminated all liens or security interests granted to secure the ~~results~~obligations ofunder ~~operations~~the Convertible Loan and Security Agreement, ~~cash~~and ~~flows~~the parties to the Convertible Loan and ~~financial~~Security ~~position~~Agreement ofwere released from their respective guaranties and obligations under the ~~Transactions~~Convertible Loan and Security Agreement (except for inchoate indemnity obligations). Upon the Avenue Capital Payoff, the Conversion Option (as ~~discontinued~~such ~~operations~~term is defined in the ~~accompanying~~Convertible ~~condensed~~Loan ~~consolidated~~and ~~financial~~Security ~~statements~~Agreement) ~~and~~to ~~notes~~the ~~for~~Convertible ~~all~~Notes ~~periods~~Payable ~~presented~~expired. The Warrants (as such term is defined in the Convertible Loan and Security Agreement) remain outstanding. Refer to Note 38, ~~Discontinued~~Debt ~~Operations~~ in this report and Item 1.02 of our Current Report on Form 8-K filed with the SEC on February 14, 2024 for ~~further~~additional ~~details.~~information about the Convertible Loan and Security Agreement and the Avenue Capital Payoff.

Sale of Seymour, Indiana, and Creston, Iowa, Facilities

In connection with our execution of the expanded Liquidity Improvement Plan (see description below), 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, we sold our soybean processing facility located in Seymour, Indiana, together with certain related assets, for approximately $35.4 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 (the “Seymour Sale”). See Item 1.01 of our Current Report on Form 8-K filed with the SEC on October 31, 2023 for additional information.

The Transactions were separately marketed, negotiated, executed, and closed, and neither of the Transactions was conditioned upon the other. The Transactions were executed to leverage our core competencies as a technology-enabled seed innovation company as we transition from a vertically integrated business model to an asset-light business model with an expanded focus on animal feed markets. Exiting the soybean processing business is intended to strengthen our balance sheet as we seek to continue to commercialize our core business and intellectual property assets through partnerships and licensing arrangements to scale our product innovations. Following the Creston Sale, we exited the ownership and operation of soybean processing assets. The Transactions collectively met the criteria for transactions required to be accounted for as discontinued operations. As a result, we have presented the results of operations, cash flows and financial position of the Transactions as discontinued operations in the accompanying condensed consolidated financial statements and notes for all periods presented. Refer to Note 3, Discontinued Operations in this report for further details.

Expansion of Liquidity Improvement Plan

On March 27, 2023, our Board 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. On October 31, 2023, we announced an expansion of the Liquidity Improvement Plan to include the divestiture of certain of our soy 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 $35.4 million of total gross proceeds, subject to certain deferred payments, holdbacks and other adjustments, and in November 2023, we repaid approximately half of the outstanding Convertible Notes Payable. On February 13, 2024, we sold our soy processing facility located in Creston, Iowa, for $72.2 million of total gross proceeds, subject to certain deferred payments, holdbacks and other adjustments, and successfully retired our Convertible Notes Payable in full earlier than its maturity date. Through the combination of cash on hand, savings driven by our expanded Liquidity Improvement Plan, net proceeds from our completed and any future anticipated asset dispositions, and securing additional financing, we expect to improve our liquidity position. We plan to use this anticipated liquidity runway while we seek to secure partnerships and licensing agreements to help us execute our long-term strategy.

We continue to implement cost-cutting actions associated with our expanded Liquidity Improvement Plan and currently estimate that we will incur approximately $12.7 million in aggregate costs in connection with our expanded Liquidity Improvement Plan. Included in this amount are approximately $7.4 million in costs attributable to the sale of our Seymour, Indiana and Creston, Iowa facilities, and approximately $5.3 million of expenses we expect to incur relating to employee severance and benefits costs. For the three and six months ended June 30, 2024, we incurred charges of $0.4 million and $5.4 million respectively within selling, general and administrative expenses on our consolidated statements of operations associated with our expanded Liquidity Improvement Plan.

Public Warrants Delisting

On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist our Public Warrants, issued in connection with the Merger that closed on September 29, 2021, with each warrant exercisable for one share of our common stock at an exercise price of $11.50 per share, due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. On December 19, 2023, the NYSE suspended trading in the warrants. On January 5, 2024, the NYSE filed a Form 25 with the SEC to report the removal of the warrants from listing. On January 15, 2024, the delisting of the warrants became effective. Since being delisted, our Public Warrants have traded over-the-counter on the OTC Pink Sheets under the symbol “BHILW”.

Notice of Common Stock Delisting

On September 13, 2023, we received notice (the “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 (“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 “minimum price condition”). 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, nor did the Notice affect our business, operations or reporting obligations with the SEC.

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.

Under applicable NYSE rules, if we determine that in order to cure the minimum price condition it is necessary to take an action that requires stockholder approval, we may obtain stockholder approval by no later than our next annual meeting and implement the action promptly thereafter. The minimum price condition will be deemed cured if the price promptly exceeds $1.00 per share, and the price remains above the level for at least the following 30 trading days.

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~~On July 18~~proceeds, ~~2024~~subject to certain deferred payments, ~~our~~holdbacks ~~stockholders~~and ~~approved~~other adjustments, and wesuccessfully ~~implemented~~retired ~~the~~our ~~Reverse~~Convertible ~~Stock~~Notes ~~Split~~Payable atin afull ~~1-for-35~~earlier ~~final~~than ~~ratio.~~its ~~The~~maturity ~~Reverse~~date. ~~Stock~~Through ~~Split~~the ~~became~~combination ~~effective~~of cash on ~~July 18~~hand, ~~2024~~savings ~~and~~driven by our ~~common~~expanded ~~stock~~Liquidity ~~began~~Improvement ~~trading~~Plan, onnet ~~the~~proceeds ~~NYSE~~from onour acompleted ~~post-split~~and ~~basis~~any onfuture ~~July 19~~anticipated asset dispositions, ~~2024~~and securing additional financing, we expect to improve our liquidity position. We plan to use this anticipated liquidity runway while we seek to secure partnerships and licensing agreements to help us execute our long-term strategy.

We continue to implement cost-cutting actions associated with our expanded Liquidity Improvement Plan and currently estimate that we will incur approximately $12.9 million in aggregate costs in connection with our expanded Liquidity Improvement Plan. Included in this amount are approximately $7.4 million in costs attributable to the sale of our Seymour, Indiana, and Creston, Iowa, facilities, and approximately $5.3 million of expenses we expect to incur relating to employee severance and benefits costs. For the three and nine months ended September 30, 2024, we incurred immaterial charges and charges of $5.4 million, respectively, within selling, general and administrative expenses on our consolidated statements of operations associated with our expanded Liquidity Improvement Plan.

Public Warrants Delisting

On December 18, 2023, we received notice from the NYSE that it had determined to commence proceedings to delist our Public Warrants, issued in connection with the Merger that closed on September 29, 2021, with each warrant exercisable for one share of our common stock at an exercise price of $402.50 per share (after giving effect to the Reverse Stock Split), due to “abnormally low” trading price levels pursuant to Section 802.01D of the NYSE Listed Company Manual. On December 19, 2023, the NYSE suspended trading in the warrants. On January 5, 2024, the NYSE filed a Form 25 with the SEC to report the removal of the warrants from listing. On January 15, 2024, the delisting of the warrants became effective. Since being delisted, our Public Warrants have traded over-the-counter on the OTC Pink Sheets under the symbol “BHILW”.

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 $3.0 million, subject to certain adjustments (the “Stock Sale”). On June 30, 2023, we closed the Stock Sale. For more information, please see Note 3, Discontinued Operations in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report, which is hereby incorporated by reference herein.

RESULTS OF CONTINUING OPERATIONS

We have made significant progress in our evolution to an asset-light business model, including the divestiture of our soybean processing facilities located in Seymour, Indiana, and Creston, Iowa. As part of our transition to an asset-light business model, management planned to see a reduction in the revenue and related costs associated with the divested soy processing operations. We are currently focused on expanding our revenue base, including through licensing opportunities and collaboration arrangements.

We have discontinued recognition of revenue and costs derived directly from the ownership and operation of soy processing facilities following the Creston Sale within our continuing operations. Within the condensed consolidated results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, revenue and related costs from our divested processing facilities have been excluded. However, as we aim to maximize value and develop new markets for our seed technology, we have engaged in seed licensing and sales, direct sales of both proprietary and non-proprietary grain, and toll manufacturing activity as part of our continuing operations. As a result, we continue to recognize revenue from these sources as part of continuing operations.

Comparison of the Three Months Ended June 30, 2024 and 2023

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 June 30,
(In Thousands)	2024		2023		Change		% Change
Revenues	$	33,773	$	23,484	$	10,289	44	%
Cost of sales	34,597		22,214		12,383		56	%
Research and development	7,456		10,312		(2,856)		(28)	%
Selling, general and administrative expenses	10,155		6,510		3,645		56	%
Impairment of goodwill	—		9,260		(9,260)		100	%
Interest expense, net	1,708		6,874		(5,166)		(75)	%
Changes in fair value of warrants and conversion option	(513)		3,036		(3,549)		(117)	%
Other (income) expense, net	(1,653)		1,921		(3,574)		(186)	%
Net loss from continuing operations before income taxes	(17,977)		(36,643)		18,666		(51)	%
Income tax expense (benefit)	6		(138)		144		(104)	%
Net loss from continuing operations, net of income taxes	$	(17,983)	$	(36,505)	$	18,522	(51)	%

Revenues

Revenue for the three months ended June 30, 2024 was $33.8 million, an increase of $10.3 million, compared to the same period in 2023. The increase was driven by higher grain sales of proprietary soybeans and higher revenue from partnerships and licensing agreements somewhat offset by lower yellow pea revenue during the three months ended June 30, 2024 compared to the same period in 2023. Revenue and related costs from discontinued operations related to the divested processing facilities have been excluded from the table above. See Note 3, Discontinued Operations in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report for the income statement impact of these discontinued operations.

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Comparison of the Three Months Ended September 30, 2024 and 2023

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,
(In Thousands)	2024		2023		Change		% Change
Revenues	$	34,098	$	23,464	$	10,634	45	%
Cost of sales	34,555		21,808		12,747		58	%
Research and development	7,006		10,526		(3,520)		(33)	%
Selling, general and administrative expenses	12,292		13,723		(1,431)		(10)	%

Interest expense, net	1,849		7,155		(5,306)		(74)	%
Changes in fair value of warrants and conversion option	456		(12,001)		12,457		(104)	%
Other (income) expense, net	(164)		(201)		37		(18)	%
Net loss from continuing operations before income taxes	(21,896)		(17,546)		(4,350)		25	%
Income tax expense (benefit)	—		6		(6)		(100)	%
Net loss from continuing operations, net of income taxes	$	(21,896)	$	(17,552)	$	(4,344)	25	%

Revenues

Revenue for the three months ended September 30, 2024 was $34.1 million, an increase of $10.6 million, compared to the same period in 2023. The increase was driven by higher grain sales of proprietary soybeans, higher revenue from partnerships and licensing agreements including revenue recognized from cancellations, and higher yellow pea revenue during the three months ended September 30, 2024 compared to the same period in 2023. Revenue and related costs from discontinued operations related to the divested processing facilities have been excluded from the table above. See Note 3, Discontinued Operations in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report for the income statement impact of these discontinued operations.

Cost of Sales

Cost of sales for the three months ended ~~June~~September 30, 2024 was $34.6 million, an increase of $12.47 million, compared to the same period in 2023. The increase was driven by higher input cost incurred from higher grain sales activity, somewhat offset by lower cost of sales ~~for~~associated ~~yellow~~with ~~pea~~partnerships and licensing agreements during the three months ended ~~June~~September 30, 2024 compared to the same period in 2023.

Research and Development Expenses

Research and development expenses for the three months ended ~~June~~September 30, 2024 were $7.50 million, a decrease of $23.95 million, compared to the same period in 2023. The decrease was driven by reduced personnel-related costs and other technology costs in connection with implementing the expanded Liquidity Improvement Plan. We continue to invest in critical technology costs, facilities expenses (primarily related to the Crop Accelerator facility) and workforce-related expenses ~~as we did in 2023~~ to drive innovation in feed, food, and fuel with our CropOS® technology platform.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended ~~June~~September 30, 2024 were $1012.23 million, ana ~~increase~~decrease of $31.64 million, compared to the same period in 2023. The ~~increase was due to a non-recurring $6.2 million reversal to stock-based compensation expense in 2023. After factoring in this non-recurring~~ decrease ~~to stock-based compensation expense in 2023, there~~ was aprimarily ~~decrease of $2.6 million in other selling, general and administrative expenses for the three months ended June 30, 2024, compared to the same period in 2023,~~ driven by reduced personnel-related and other costs in connection with implementing the expanded Liquidity Improvement Plan.

Impairment of Goodwill

As of June 30, 2023, we recorded an impairment to the carrying value of goodwill of $9.3 million in continuing operations and $10.0 million in discontinued operations, which represented the entire goodwill balance prior to the impairment charge.

Interest Expense, Net

Interest expense, net for the three months ended ~~June~~September 30, 2024 was $1.78 million, a decrease of $5.23 million, compared to the same period in 2023. The decrease was driven by less interest expense incurred during the three months ended ~~June~~September 30, 2024 compared to the same period on in 2023 after full repayment of the Convertible Notes Payable in February 2024.

Changes in Fair Value of Warrants and Conversion Option

Changes in fair value of warrants and conversion option for the three months ended ~~June~~September 30, 2024 were an expense of $0.5 million, acompared ~~decrease~~ to income of $312.5 0 million, ~~compared~~in to the same period in 2023. The ~~decrease~~fluctuation was driven by ~~reduction in~~ the ~~valuation~~pace of warrant and conversion option liabilities driven by fluctuation in the share price of our common stock and equity volatility during the three months ended June 30, 2024 compared to the same period in 2023.

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reduction in the valuation of warrant and conversion option liabilities driven by changes in the share price of our common stock and equity volatility during the three months ended September 30, 2024 compared to the same period in 2023.

Other (Income) Expense, Net

Total other (income) expense, net for the three months ended ~~June~~September 30, 2024 was income of $10.72 million, compared to an expense of $10.92 million in 2023, aan ~~decrease~~increase of $30.604 million. The ~~decrease~~small increase was ~~primarily~~ driven by ~~a receipt of $2.1 million from a corporate-owned life insurance policy and other~~ changes to the marketable securities. balance.

Income Tax Expense (Benefit)

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 June 30, 2023 relates to minor state and foreign taxes.

32Comparison of the Nine Months Ended September 30, 2024 and 2023

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Comparison of the Six Months Ended June 30, 2024 and 2023

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

	Six Months Ended June 30,
	Nine Months Ended September 30,
(In Thousands)	2024		2023		Change		% Change
Revenues	$	5489,~~906~~004	$	7295,~~151~~615	$	(176,~~245~~611)	(247)	%
Cost of sales	5085,~~492~~047		6688,~~238~~046		(152,~~746~~999)		(243)	%
Research and development	1421,~~397~~403		2233,~~954~~480		(812,~~557~~077)		(3736)	%
Selling, general and administrative expenses	2437,~~983~~275		1933,~~737~~460		53,~~246~~815		2711	%
Impairment of goodwill	—		9,260		(9,260)		100	%
Interest expense, net	1012,~~304~~153		1320,~~246~~401		(28,~~942~~248)		(2240)	%
Changes in fair value of warrants and conversion option	~~(286)~~170		(1830,~~660~~661)		1830,~~374~~831		(98101)	%
Other (income) expense, net	(~~693~~857)		2,~~789~~588		(3,~~482~~445)		(~~125~~133)	%
Net loss from continuing operations before income taxes	(4466,~~291~~187)		(4360,~~413~~959)		(~~878~~5,228)		29	%
Income tax expense (benefit)	6		(~~123~~117)		~~129~~123		(105)	%
Net loss from continuing operations, net of income taxes	$	(4466,~~297~~193)	$	(4360,~~290~~842)	$	(15,~~007~~351)	29	%

Revenues

Revenue for the ~~six~~nine months ended ~~June~~September 30, 2024 was $5489.90 million, a decrease of $176.26 million, compared to the same period in 2023. The decrease was driven by recognition of revenue in 2023 from low margin trading volumes generated by business development efforts that did not repeat in 2024, partially offset by higher revenue from partnerships and licensing agreements including revenue recognized from cancellations during the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the same period in 2023. Revenue from domestic sales increased $516.8 5 million compared to the same period prior in 2023 due to higher grain sales of proprietary soybeans. Revenue and related costs from discontinued operations related to the divested processing facilities has been excluded from the table above. See Note 3, Discontinued Operations in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report for the income statement impact of these discontinued operations.

Cost of Sales

Cost of sales for the ~~six~~nine months ended ~~June~~September 30, 2024 was $5085.50 million, a decrease of $153.70 million, compared to the same period in 2023. The decrease was driven by less cost incurred from lower grain sales of proprietary soybeans and yellow peas during the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the same period in 2023.

Research and Development Expenses

Research and development expenses for the ~~six~~nine months ended ~~June~~September 30, 2024 were $1421.4 million, a decrease of $812.61 million, compared to the same period in 2023. The decrease was driven by reduced personnel-related costs and other technology costs in connection with implementing the expanded Liquidity Improvement Plan. We continue to invest in critical technology costs, facilities expenses (primarily related to the Crop Accelerator facility) and workforce-related expenses ~~as we did in 2023~~ to drive innovation in feed, food, and fuel with our CropOS® technology platform.

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Selling, General and Administrative Expenses

Selling, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2024 were $2537.03 million, an increase of $53.28 million, compared to the same period in 2023. The increase was due to a non-recurring $67.28 million reversal to stock-based compensation expense in 2023. After factoring in this non-recurring decrease to stock-based compensation expense in 2023, there was a decrease of $1 4.0 million to other selling, general and administrative expenses for the ~~six~~nine months ended ~~June~~September 30, 2024, compared to the same period in 2023, driven by reduced personnel-related costs inand ~~connection~~professional ~~with implementing the expanded Liquidity Improvement Plan~~fees.

Impairment of Goodwill

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Interest Expense, Net

Interest expense, net for the ~~six~~nine months ended ~~June~~September 30, 2024 was $1012.32 million, a decrease of $28.92 million, compared to the same period in 2023. The decrease was driven by less interest expense incurred during the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the same period on in 2023 after full repayment of the Convertible Notes Payable in February 2024.

Changes in Fair Value of Warrants and Conversion Option

Changes in fair value of warrants and conversion option for the ~~six~~nine months ended ~~June~~September 30, 2024 were an expense of $0.32 million, acompared ~~decrease~~ to income of $1830.47 million, ~~compared~~in to the same period in 2023. The ~~decrease~~fluctuation was driven by the pace of reduction in the valuation of warrant and conversion option liabilities driven by ~~fluctuation~~changes in the share price of our common stock and equity volatility during the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the same period on in 2023.

Other (Income) Expense, Net

Total other (income) expense, net for the ~~six~~nine months ended ~~June~~September 30, 2024 was income of $(0.79) million, compared to an expense of $2.8 6 million in 2023, a decrease of $3.54 million. The ~~decrease~~increase was primarily driven by a receipt of $2.1 million from a corporate -owned life insurance policy and other changes to marketable securities.

Income Tax Expense (Benefit)

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 ~~six~~nine month period ended ~~June~~September 30, 2023 related to minor state and foreign taxes.

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

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•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 ~~six~~nine months ended ~~June~~September 30, 2024 and 2023 are presented below. A reconciliation of our consolidated net loss from continuing operations to Adjusted EBITDA is also presented below.

Three Months Ended June 30,

Six Months Ended June 30,

Three Months Ended September 30,

Nine Months Ended September 30,

(In Thousands)

2024

2023

2024

2023

Adjustments to reconcile net loss from continuing operations to Adjusted EBITDA

Net loss from continuing operations, net of income taxes

(1721,~~983~~896)

(3617,~~505~~552)

(4466,~~297~~193)

(4360,~~290~~842)

Interest expense, net

1,~~708~~849

67,~~874~~155

1012,~~304~~153

1320,~~246~~401

Income tax expense (benefit)

6—

~~(138)~~6

(~~123~~117)

Depreciation and amortization

3,~~846~~863

3,~~529~~648

711,~~673~~536

710,~~003~~651

Stock-based compensation

~~1,138~~959

~~(4,073)~~867

23,~~414~~373

(~~1,259~~392)

Changes in fair value of warrants and conversion option

~~(513)~~456

3(12,~~036~~001)

~~(286)~~170

(1830,~~660~~661)

Impairment of goodwill

—

~~9,260~~—

—

9,260

Exit costs related to divestiture of Creston facility

~~(7)~~—

—

2,881

—

Business transformation

~~408~~—

—

732

—

Severance

~~402~~35

13,~~126~~338

1,~~476~~511

14,~~238~~576

Proceeds from a corporate-owned life insurance policy

~~(2,173)~~—

—

(2,173)

—

Other

~~755~~2,106

~~1,642~~180

13,~~773~~879

23,~~874~~054

Total Adjusted EBITDA

(12,~~413~~628)

(1514,~~249~~359)

(1932,~~497~~125)

(2944,~~711~~070)

Adjusted EBITDA for the three months ended ~~June~~September 30, 2024 was a loss of $12.46 million, which represents a reduction in loss of $21.87 million compared to the same period in 2023. The improvement for 2024 was driven by a reduction in our operating expenses from actions associated with the execution of our expanded Liquidity Improvement Plan.

Adjusted EBITDA for the ~~six~~nine months ended ~~June~~September 30, 2024 was a loss of $1932.51 million, which represents a reduction in loss of $1011.29 million compared to the same period in 2023. The improvement for 2024 was driven by a reduction in our operating expenses from actions associated with the execution of our expanded Liquidity Improvement Plan.

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 operations, marketable securities, sales of assets, sales of our securities, and available credit facilities and their sufficiency to fund our operating, investing and financing activities. To meet our payment 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 June 30, 2024, our liquidity was comprised of cash and marketable securities of $29.5 million.

In November 2023, using the proceeds obtained from the Seymour Sale and other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58.4 million. On February 13, 2024, we completed the Creston Sale and used the proceeds for the Avenue Capital Payoff. In connection with the Avenue Capital Payoff, we paid an aggregate amount of $59.0 million, in full payment of our outstanding obligations under the Convertible Loan and Security Agreement and the promissory notes evidencing the obligations thereunder. Following the Avenue Capital Payoff, we have approximately $16.1 million in debt outstanding as of the date of this report comprising term debt and notes payable. As of the date of this report, we have 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 noncurrent lease liabilities of $80.1 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 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

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~~agreement~~Since inception, ~~and allowed~~ our ~~subsidiary~~primary tosources ~~repay~~of upliquidity tohave ~~$2.7 million~~been ofequity ~~subordinated~~and debt ~~without penalty~~financings. On ~~May 7~~September 30, 2024, ~~the~~our ~~Company~~liquidity ~~amended~~was ~~and~~comprised ~~restated~~of ~~its~~cash ~~existing~~and ~~credit~~marketable ~~agreement,~~securities ~~including~~of ~~to increase the term loan thereunder to~~ $1514.84 million ~~and to extend the maturity date to April 2029 (the “2024 DDB Term Loan”)~~.

In ~~addition~~November 2023, ~~our~~using ~~commitments~~the ~~for~~proceeds obtained from the ~~six~~Seymour ~~months~~Sale ~~ended~~and ~~June~~other asset sales, we repaid approximately half of the outstanding obligations under the Convertible Notes Payable for an aggregate amount of $58.4 million. On February 3013, 2024, ~~included~~we ~~capital~~completed ~~expenditures~~the toCreston ~~manufacture~~Sale ~~soy~~and ~~flour~~used ~~texturization~~the ~~ingredients,~~proceeds ~~associated~~for ~~operating~~the ~~costs~~Avenue ~~supporting~~Capital Payoff. In connection with the ~~sale~~Avenue Capital Payoff, we paid an aggregate amount of ~~products~~$59.0 million, in full payment of our outstanding obligations under the Convertible Loan and ~~general~~Security ~~administrative~~Agreement ~~expenses~~and the promissory notes evidencing the obligations thereunder. ~~For~~We have approximately $15.6 million in debt outstanding as of the ~~six~~date ~~months~~of ~~ended~~this ~~June 30~~report, ~~2024~~comprising term debt and notes payable. As of the date of this report, we ~~incurred~~have access to a ~~net~~revolving ~~loss~~credit ~~from~~facility ~~continuing~~of ~~operations~~up to $6.0 million, as capped by a defined borrowing base that could result in availability that is less than this amount, and noncurrent lease liabilities of $4478.38 million. Certain of our debt instruments require adherence to financial covenants, including maintaining minimum liquidity and ~~use~~maintenance of a minimum cash ~~flows~~balance, ~~from~~further ~~operating~~described ~~activities~~in Note 8, Debt in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report. If we breach these covenants, the holder of the debt may declare all amounts immediately due and payable. 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 $262.57 million of subordinated debt without penalty. On May 7, 2024, our wholly-owned subsidiary amended and restated its existing credit agreement, including to increase the term loan thereunder to $15.8 million and to extend the maturity date to April 2029 (the “2024 DDB Term Loan”).

~~Our~~In ~~business~~addition, ~~prospects~~our ~~are~~commitments ~~subject~~for tothe ~~risks~~nine ~~and~~months ~~uncertainties~~ended ~~frequently encountered by emerging growth companies~~September 30, ~~including~~2024 ~~access~~included to capital. Weexpenditures ~~have~~to ~~incurred~~manufacture ~~significant~~soy ~~losses~~flour ~~since~~texturization ~~inception~~ingredients, ~~primarily~~associated ~~due~~operating ~~to investments to enhance our technological capabilities and~~ costs ~~associated~~supporting ~~with~~ the ~~early-stage~~sale ~~commercialization~~ of products~~. In April 2029~~, ~~the 2024 DDB Term Loan becomes due~~ and ~~payable~~general inadministrative ~~full~~expenses. ~~and~~For ~~there is a risk that we may be unable to repay in full~~ the ~~2024~~nine ~~DDB~~months ~~Term~~ended ~~Loan~~September 30, ~~by such date. Further~~2024, ~~there~~we isincurred a ~~risk~~net ~~that~~loss wefrom ~~will~~continuing ~~not~~operations ~~comply~~of ~~with certain financial covenants under the 2024 DDB Term Loan prior to maturity~~$66.2 Inmillion ~~order to generate sufficient cash to offset the costs of funding continued investment in technology~~ and touse ~~otherwise fund operations, we will need to raise additional capital and to identify additional sources~~ of ~~revenue,~~cash ~~such~~flows asfrom ~~collaboration arrangements or joint~~ operating activities, ~~strategic~~of ~~partnerships and/or licensing opportunities~~$40.8 ~~We are pursuing these opportunities, but we can make no assurances that we will be able to procure any such revenue producing arrangements in a timely or favorable manner, or otherwise~~million. We currently intend to obtain new equity or debt financing, which may be dilutive to our stockholders, but we can make no assurances that we will be able to secure any new financing on a timely basis or that the terms of any new financing will be favorable to us.

AsOur ofbusiness ~~the~~prospects ~~date~~are ofsubject ~~this~~to ~~report~~risks and uncertainties frequently encountered by emerging growth companies, weincluding ~~estimate~~access ~~that~~to capital. We have incurred significant losses since inception, primarily due to investments to enhance our ~~existing~~technological ~~cash~~capabilities and ~~cash~~costs ~~equivalents~~associated ofwith ~~approximately~~the ~~$29.5 million~~early-stage ascommercialization of ~~June~~products. In April 302029, the 2024 ~~will~~DDB ~~last~~Term ~~through~~Loan ~~December 31,~~becomes ~~2024,~~due ~~but~~and ~~will~~payable ~~not~~in full and there is a risk that we may be ~~sufficient~~unable to ~~fund~~repay ~~our~~in ~~operations~~full ~~for~~the ~~twelve~~2024 ~~months~~DDB ~~from~~Term ~~the~~Loan by such date. ~~hereof~~Further, ~~and~~there is a risk that we will ~~need~~not comply with certain financial covenants under the 2024 DDB Term Loan prior to ~~raise~~maturity, ~~additional~~including ~~capital~~regarding maintenance of a minimum cash balance. In order to ~~continue~~generate ~~our~~sufficient ~~operations~~cash to offset the costs of funding continued investment in technology and to ~~execute~~otherwise ~~our~~fund ~~business plan~~operations, ~~which~~we will need to raise additional capital ~~may~~and ~~not~~to beidentify ~~available~~additional onsources ~~timely~~of revenue, such as collaboration arrangements or ~~acceptable~~joint ~~terms~~operating activities, strategic partnerships and/or atlicensing ~~all~~opportunities. ~~Likewise,~~ asWe ofare ~~the~~pursuing ~~date~~these ofopportunities, ~~this~~but ~~report,~~we ~~management~~can ~~estimates~~make no assurances that we will ~~comply~~be ~~with~~able ~~our~~to ~~debt~~procure ~~covenants~~any ~~through~~such ~~December 31,~~capital ~~2024.~~or ~~However,~~additional werevenue ~~have~~producing ~~based~~arrangements ~~these~~in ~~estimates~~a oftimely ~~our~~or ~~cash~~favorable ~~runway~~manner, ~~and~~or ~~covenant~~otherwise. ~~compliance~~We oncurrently ~~assumptions~~intend ~~that~~to obtain new equity or debt financing, which may ~~prove~~be dilutive to beour ~~incorrect~~stockholders, ~~and~~but we ~~could~~can ~~utilize~~make ~~our~~no ~~available~~assurances ~~capital~~that ~~resources~~we orwill ~~fail~~be able to ~~comply~~secure ~~with~~any ~~certain~~new ~~debt~~financing ~~covenants,~~on ~~sooner~~a ~~than~~timely webasis ~~expect~~or that the terms of any new financing will be favorable to us.

As of the date of this report, we estimate that our existing cash and marketable securities of approximately $14.4 million as of September 30, 2024 will last through December 31, 2024, but will not be sufficient to fund our operations for twelve months from the date hereof, and that we will need to raise additional capital to continue our operations and to execute our business plan, which capital may not be available on timely or acceptable terms, or at all. Likewise, as of the date of this report, management estimates that we will comply with our debt covenants through December 31, 2024. However, we have based these estimates of our cash runway and covenant compliance on assumptions that may prove to be incorrect, and we could utilize our available capital resources or fail to comply with certain debt covenants sooner than we expect.

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 our consolidated financial statements are issued. Therefore, there is substantial doubt about our ability to continue as a going concern.

We have taken steps to mitigate such doubt. We are reducing cash required for operations by reducing operating costs and reducing staff levels. In addition, we are working to manage our current liabilities while we continue to make changes in operations to improve our cash flow and liquidity position. Our liquidity plans and operating budget include further actions that we believe are probable to be achieved in the 12 months after the date our condensed consolidated financial statements are issued. These actions include improving operating efficiencies by reducing certain operating costs and restructuring certain parts of our organization, exploring strategic alternatives, selling additional shares of our common stock or securities convertible into common stock through our shelf registration statement or otherwise, or obtaining alternative forms of equity or debt 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.~~

Through the combination of cash on hand, savings driven by our expanded Liquidity Improvement Plan, and the other plans described above, we intend to improve our liquidity position to help fund our operations while we seek to secure partnerships 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 secure strategic partnerships and licensing agreements and the amount of revenues they produce, 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 expanded 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

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~~operations. We cannot guarantee that we will be able to satisfy~~ our ~~repayment~~achievement ~~obligations,~~of ~~meet~~any ~~existing financial covenants or obtain new financing on favorable terms, if at all. Our future capital requirements and the adequacy~~ of ~~available~~these ~~funds~~plans will ~~depend~~sufficiently onaddress ~~many~~our ~~factors,~~substantial ~~including~~doubt ~~those~~about ~~more~~our ~~fully~~ability ~~described under the heading “Risk Factors—Risks Relating~~ to ~~Our~~continue ~~Business”~~as ina ~~Part I,~~going ~~Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Part II, Item 1A of this report~~concern.

To grow our business, 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 secure strategic partnerships and licensing agreements and the amount of revenues they produce, 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 expanded 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—Risks Relating to Our Business” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2023 and in Part II, Item 1A of this report.

Summary of Cash Flows

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

Six Months Ended June 30,

Nine Months Ended September 30,

(In Thousands)

2024

2023

Net cash used in operating activities

(2640,~~461~~759)

(4473,~~281~~868)

Net cash provided by investing activities

7285,~~115~~666

4672,~~102~~237

Net cash used in financing activities

(5253,~~451~~990)

(79,~~768~~053)

Effect of exchange rate changes on cash

(12)

—

Net decrease in cash and cash equivalents

(69,~~809~~095)

(510,~~947~~684)

Cash, cash equivalents and restricted cash, beginning of period

16,081

43,321

Cash, cash equivalents and restricted cash, end of period

96,~~272~~986

3732,~~374~~637

Operating Activities

On a consolidated basis, net cash flows used by operating activities were $2640.58 million and $4473.39 million for the ~~six~~nine months ended ~~June~~September 30, 2024 and 2023, respectively. The year-over-year improvement in our cash outflows of $1733.81 million was primarily due to a lower use of cash on payments of accounts payable and accrued expenses from our exit from ownership and operation of soybean processing facilities and cost cutting measures driven by our expanded Liquidity Improvement Plan.

Net cash flows provided by operating activities from discontinued operations were $47.96 million for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to $104.36 million used in operating activities for the same period in 2023. The decrease in cash inflows of $53.50 million from operating activities for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the same period in 2023 was primarily driven by changes in working capital.

Investing Activities

On a consolidated basis, net cash flows provided by investing activities were $7285.17 million for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to $4672.12 million for the ~~six~~nine months ended ~~June~~September 30, 2023, representing an increase in cash inflow of $2613.04 million. The increase in cash inflow was driven by net cash received from the sale of discontinued operations of $5758.74 million offset by lower purchases and redemptions of marketable securities during the ~~six~~nine months ended ~~June~~September 30, 2024 compared to the same period in 2023.

There were $5758.63 million net cash inflows from investing activities from discontinued operations for the ~~six~~nine months ended ~~June~~September 30, 2024 compared to ~~$1.3~~an ~~million~~immaterial amount for the ~~six~~nine months ended ~~June~~September 30, 2023. The increase in cash ~~inflows is due to net cash received from the sale of discontinued operations during the six months ended June 30, 2024 compared to the same period in 2023.~~

Financing Activities

On a consolidated basis, net cash flows used in financing activities were $52.5 million for the six months ended June 30, 2024 compared to $7.8 million for the six months ended June 30, 2023, representing an increase of $44.7 million of cash outflows from financing activities. The increase in net cash outflows from financing activities is attributable to the repayment of the Convertible Notes Payable of $59.9 million, partially offset by the refinancing of the 2019 DDB Term Loan of $15.8 million during the six months ended June 30, 2024.

No net cash flows were used in financing activities from discontinued operations for the six months ended June 30, 2024 compared to a source of cash of $3.2 million for the six months ended June 30, 2023. The decrease in net cash flows from financing activities for the six months ended June 30, 2024 is attributable to repayments of debt during the six months ended June 30, 2023.

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inflows is due to net cash received from the sale of discontinued operations during the nine months ended September 30, 2024 compared to the same period in 2023.

Financing Activities

On a consolidated basis, net cash flows used in financing activities were $54.0 million for the nine months ended September 30, 2024 compared to $9.1 million for the nine months ended September 30, 2023, representing an increase of $44.9 million of cash outflows from financing activities. The increase in net cash outflows from financing activities is attributable to the repayment of the Convertible Notes Payable of $59.9 million, partially offset by refinancing the 2019 DDB Term Loan of $15.8 million during the nine months ended September 30, 2024.

No net cash flows were used in financing activities from discontinued operations for the nine months ended September 30, 2024 compared to a source of cash of $3.2 million for the nine months ended September 30, 2023. The decrease in net cash flows from financing activities for the nine months ended September 30, 2024 is attributable to repayments of debt during the nine months ended September 30, 2023.

Commitments and Contingencies

The information set forth in Note 13, Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report is incorporated herein by reference.

Off-Balance Sheet Arrangements

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

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, 2023.

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 report 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 report 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, 2023. In the ~~six~~nine months ended ~~June~~September 30, 2024, 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, 2023.

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 SEC rules and forms, 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, 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 June 30, 2024, the end of the period covered by this report. Based upon that evaluation, our 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

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~~controls~~no ~~and~~matter ~~procedures.~~how ~~The~~well ~~design~~designed ofand ~~any~~operated, ~~system~~can ofprovide ~~controls~~only ~~also~~reasonable isassurance ~~based~~of inachieving ~~part~~the ~~upon~~desired ~~certain~~control ~~assumptions~~objectives, ~~about~~as ~~the~~ours ~~likelihood~~are ofdesigned ~~future~~to ~~events~~do, and ~~there~~management ~~can~~necessarily bewas norequired ~~assurance~~to ~~that~~apply ~~any design will succeed in achieving~~ its ~~stated~~judgment ~~goals under all potential future conditions; over time, controls may become inadequate because of changes~~ in ~~conditions,~~evaluating or the ~~degree~~cost-benefit ofrelationship ~~compliance with policies or procedures may deteriorate. Because~~ of ~~the~~possible ~~inherent~~controls ~~limitations in a control system, misstatements due to error or fraud may occur~~ and ~~not be detected~~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, 2024, the end of the period covered by this report. Based upon that evaluation, our 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 ~~June~~September 30, 2024, 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. Additional information can be found in Note 13, Commitments and Contingencies in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report.

Item 1A. Risk Factors

Investing in our securities involves a high degree of risk. Before you decide to invest in any of our securities, you should consider carefully the risks described in the section of our Annual Report on Form 10-K for the year ended December 31, 2023 entitled “Item 1A. Risk Factors”, as well as the risks described below. If any of these risks actually occur, our business, results of operations and financial condition would likely be materially and adversely affected. In these circumstances, the market price of our securities could decline, and you may lose part or all of your investment. This report also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, the risks referred to in this paragraph.

Our ~~receipt~~execution of a ~~preliminary~~non-exclusive, non-binding ~~indication~~letter of ~~interest~~intent ~~from an investor~~ may or may not result in a completed transaction. The uncertainty surrounding the outcome of such transaction process could materially and adversely impact our business operations, interfere with our ability to attract and retain personnel, result in the incurrence of significant expenses and cause our stock price to be subject to significant fluctuation or otherwise be adversely impacted.

OnAs ~~June~~previously 25disclosed, ~~2024~~our ~~(which~~Board ~~was~~of ~~prior~~Directors tohas ~~our~~formed ~~implementation~~a special committee of independent directors (the ~~1-for-35~~“Transaction ~~Reverse~~Committee”) ~~Stock~~to ~~Split~~review ~~discussed~~certain ~~above)~~strategic alternatives. As also previously disclosed, weon ~~received~~August 8, 2024, the Transaction Committee, on behalf of the Company, executed a ~~preliminary~~non-exclusive, non-binding ~~indication~~letter of ~~interest~~intent ~~from~~(the “Non-Binding Letter of Intent”) with Argonautic Ventures Master SPC (“Argonautic”), on behalf of itself and other co-investors (collectively, the “~~Investor~~13D ~~Group~~Investors”), which summarizes the principal terms of a possible acquisition of Benson Hill (the “Proposed Transaction”) by a to-be-established acquisition vehicle (the “Buyer”) to acquire all of our outstanding shares of common stock not owned by the ~~Investor~~13D ~~Group~~Investors or their affiliates for $08.~~2236~~60 per share in cash. The ~~indication~~13D ofInvestors’ ~~interest~~public ~~states~~filings state that the ~~Investor~~13D ~~Group~~Investors and their affiliates, together with another investor and its affiliates with whom the 13D Investors are engaging on a coordinated basis with respect to certain activities, currently beneficially own approximately 1622.2% of our outstanding shares of common stock and that the composition of the ~~Investor~~13D ~~Group~~Investors may change. The Proposed Transaction would include the opportunity for

The terms of any potential agreement between us and Argonautic, or any other members of the Investor Group, would be contingent on certain conditions, including completion of a due diligence review and the negotiation of definitive transaction documents.

Our Board of Directors has formed a special committee of independent directors (the “Transaction Committee”) to review certain strategic alternatives. The Transaction Committee will carefully evaluate the indication of interest within the context of our ongoing review of strategic alternatives.

There can be no assurance that that the indication of interest will eventually lead to a binding offer, that the Transaction Committee or the Company will pursue a definitive transaction with respect to the indication of interest or any other potential transaction, or that any transaction, whether or not relating to the indication of interest, will eventually be consummated. Even if a binding offer is made and accepted pursuant to the terms of executed, definitive transaction documents, a transaction may not be completed if pre-closing matters such as regulatory approvals, due diligence and other conditions are not completed satisfactorily or within specified time frames.

To the extent the trading price of the Company’s common stock reflects a market assumption that a transaction will be completed, the Company’s stock price could be adversely impacted if definitive transaction documents are not executed or a transaction does not take place. Uncertainty surrounding the outcome associated with the indication of interest subjects us to a number of other risks during this time. The Board’s and management’s attention could be diverted from normal business

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~~operations~~certain toBenson ~~focus~~Hill onstockholders (the ~~potential~~13D ~~transaction,~~Investors ~~or other potential transactions,~~ and wesuch ~~could~~other ~~incur significant expenses~~stockholders, ~~including~~the ~~advisory~~“Rollover ~~and legal costs~~Stockholders”), ~~related~~ to ~~evaluating~~exchange ~~the~~their ~~indication~~Benson ofHill ~~interest~~Common orStock ~~other~~for ~~potential~~newly ~~transactions,~~issued ~~any~~equity ofin ~~which~~Buyer. ~~could~~The ~~adversely~~Company ~~impact~~understands ~~our~~that ~~financial~~the ~~results.~~13D ~~The~~Investors ~~potential~~are ~~for~~continuing ato ~~transaction~~pursue ~~may~~additional ~~also~~financing ~~interfere~~sources ~~with~~and ~~our~~are ~~ability~~seeking to ~~attract~~identify ~~and~~additional ~~retain~~prospective ~~key~~Rollover ~~personnel,~~Stockholders ~~who~~while ~~may~~it beconducts ~~uncertain~~due ~~about~~diligence. ~~their~~During ~~future~~the ~~roles.~~due ~~The~~diligence ~~commencement~~review, ofcertain ~~litigation~~potential ~~regarding~~financing ~~the~~sources ~~indication~~have ofexpressed an interest, orin ~~any~~also ~~other~~considering ~~potential~~a direct investment transaction, ~~also~~but ~~would~~as ~~likely~~of ~~have~~the andate ~~adverse~~of ~~effect~~this onreport ~~the~~no ~~market~~proposal ~~price~~in ofthat ~~our~~regard ~~shares~~has ofbeen ~~common stock~~made.

WeThe ~~estimate~~Proposed ~~that~~Transaction ~~our~~remains ~~existing~~subject ~~cash~~to ~~and~~numerous ~~marketable~~material ~~securities~~conditions, ofincluding ~~$29.5 million~~Buyer’s assatisfactory completion of ~~June 30,~~due ~~2024~~diligence; ~~will~~Buyer’s ~~last~~securing ~~through~~an ~~the~~amount ~~fourth~~and ~~quarter~~type of ~~2024.~~financing Wesatisfactory ~~will~~to ~~require~~the ~~substantial~~Company; ~~additional~~recommendation ~~financing,~~of ~~including~~the toProposed ~~continue~~Transaction ~~our~~by ~~research~~the ~~and~~Transaction ~~development~~Committee ~~activities~~to ~~and~~the ~~maintain~~Board ~~covenant~~of ~~compliance,~~the Company; and, ifa ~~additional~~non-waivable ~~financing~~condition isrequiring ~~not~~that ~~available,~~the wenumber ~~may~~of ~~need~~shares of Common Stock validly tendered pursuant to ~~significantly~~the ~~scale~~tender ~~back~~offer ~~operations~~represent ora ~~cease~~majority ~~our~~of ~~business.~~the outstanding shares of Common Stock not beneficially owned by the Rollover Stockholders.

WeExcept ~~have~~for ~~incurred~~certain ~~significant~~provisions ~~losses~~regarding ~~since~~termination ~~inception,~~of ~~primarily due to investments to enhance our technological capabilities and costs associated with~~ the ~~early~~Non-~~stage~~Binding ~~commercialization~~Letter of ~~products. For the three and six months ended June 30~~Intent, ~~2024,~~reimbursement weby ~~incurred~~the aCompany ~~net loss from continuing operations, net of income taxes of $18.0 million and $44.3 million, respectively, and~~ for ~~the~~certain ~~six months ended June 30, 2024, we had negative cash flows from operating activities~~ out-of-pocket ~~$26.5 million.~~fees ~~As of June 30, 2024, we had cash~~ and ~~marketable~~expenses ~~securities~~incurred ofin ~~$29.5 million.~~connection ~~Furthermore,~~with asthe ofProposed ~~June 30~~Transaction, ~~2024, we had an accumulated deficit of $564.8 million~~ and ~~term~~customary ~~debt~~confidentiality and ~~notes~~other ~~payable of $16.1 million~~provisions, ~~which are subject to repayment terms and covenants further described in Note 8, Debt in~~ the ~~notes~~Non-Binding toLetter ~~the condensed consolidated financial statements included in Part I, Item 1~~ of ~~this~~Intent ~~report.~~is Wenot ~~expect~~binding toon ~~generate operating losses and negative operating cash flows for~~ the ~~foreseeable future~~Company. AsThere ofcan ~~the~~be ~~date~~no ofassurance ~~this report, we estimate~~ that ~~our~~the ~~existing~~Non-Binding ~~cash~~Letter ~~and cash equivalents~~ of ~~approximately~~Intent ~~$29.5 million as of June 30, 2024~~ will ~~last~~lead ~~through December 31, 2024, but will not be sufficient~~ to ~~fund~~a ~~our~~binding ~~operations~~offer ~~for~~or ~~twelve~~definitive ~~months~~documentation, ~~from~~that the ~~date~~Transaction ~~hereof,~~Committee ~~and~~or ~~that~~the weCompany will ~~need~~continue to ~~raise~~pursue ~~additional~~the ~~capital~~Proposed toTransaction ~~continue~~or ~~our~~any ~~operations~~other ~~and~~potential totransaction, ~~execute~~or ~~our~~that ~~business~~any ~~plan~~transaction, ~~which~~whether ~~capital~~or ~~may~~ not berelating ~~available~~to ~~on timely or acceptable terms, or at all. Likewise, as of~~ the ~~date~~Proposed ~~of this report~~Transaction, ~~management estimates that we~~ will ~~comply~~eventually ~~with our debt covenants through December 31, 2024. However, we have based these estimates of our cash runway and covenant compliance on assumptions that may prove to~~ be ~~incorrect, and we could utilize our available capital resources or fail to comply with certain debt covenants sooner than we expect~~consummated.

WeAny ~~have~~definitive ~~invested~~transaction ~~and~~documents ~~will~~that ~~continue~~may tobe ~~invest~~executed inwith ~~technology~~respect ~~and~~to ~~human~~the ~~capital~~Proposed ~~and~~Transaction ~~will~~could ~~require~~reflect ~~substantial~~important ~~funds~~differences tofrom ~~bring~~the above description of the ~~current~~Proposed ~~products~~Transaction, inincluding ~~our~~without ~~product~~limitation ~~pipeline~~as to ~~market~~pricing, financing, and totransaction ~~grow~~structure. ~~our~~Even ~~business~~if bydefinitive ~~researching,~~transaction ~~developing,~~documents ~~and~~are ~~protecting~~executed ~~products~~with ~~not~~respect ~~currently~~to inthe ~~our~~Proposed ~~product~~Transaction ~~pipeline.~~or ~~Our~~any ~~current~~other ~~available~~transaction, ~~funds~~a ~~are~~potential ~~not~~transaction ~~sufficient~~may ~~for~~not ~~all~~be ofcompleted ~~these~~if ~~activities~~pre-closing ~~and,~~matters such as aregulatory ~~result~~approvals, ~~there~~due isdiligence ~~substantial~~or ~~doubt~~other ~~about~~conditions ~~our~~are ~~ability~~not tocompleted ~~continue~~satisfactorily asor awithin ~~going~~specified ~~concern~~time frames.

~~Based~~Concurrently onwith ~~our~~the ~~history~~negotiation of ~~losses,~~definitive we do not expect that we will be able to fund our longer-term capital and liquidity needs through our current cash balances and operating cash flow alone. To fund our longer-term capital and liquidity needsdocumentation, wethe ~~will~~Transaction ~~need~~Committee tois ~~secure~~continuing ~~additional capital. The amount of capital we will need will be subject~~ to ~~change~~evaluate ~~depending~~strategic onalternatives, ~~among~~including ~~other~~financing ~~things~~alternatives, ~~the~~through ~~success~~discussions ofwith ~~our~~interested ~~efforts to grow revenue and our efforts to continue to effectively manage expenses~~parties.

~~Our~~To ~~ability~~the toextent ~~raise~~the ~~funds~~trading ~~will~~price ~~depend~~of ~~upon~~the ~~many~~Company’s ~~factors,~~common ~~including~~stock ~~conditions~~reflects ina ~~the~~market ~~debt~~assumption ~~and~~that ~~equity~~a ~~capital~~transaction ~~markets,~~will asbe ~~well~~completed, asthe ~~investor~~Company’s ~~and~~stock ~~lender~~price ~~perception~~could ofbe ~~our~~adversely ~~creditworthiness~~impacted ~~and~~if ~~prospects.~~definitive ~~The~~transaction ~~potential~~documents ~~transaction~~are ~~process~~not ~~relating~~executed toor ~~the~~a ~~non-binding~~transaction ~~indication~~does ofnot ~~interest~~take weplace. ~~received~~Uncertainty ~~from~~surrounding the ~~Investor~~outcome ~~Group~~associated ~~may~~with ~~increase~~the ~~investor~~indication ~~and~~of ~~lender~~interest ~~uncertainty~~subjects ~~about our future and make it more challenging for~~ us to ~~raise~~a ~~capital.~~number Ifof weother ~~are~~risks ~~unable~~during tothis ~~raise~~time. ~~funds~~The onBoard’s ~~timely~~ and ~~acceptable~~management’s ~~terms,~~attention weis ~~may~~being ~~not~~diverted befrom ~~able~~normal ~~to execute our~~ business ~~plan,~~operations ~~take~~in ~~advantage~~part ofto ~~future~~focus ~~opportunities,~~on orthe ~~respond~~potential totransaction ~~competitive~~and ~~pressures~~other orpotential ~~unanticipated~~transactions, ~~requirements.~~and ~~In the event~~ we are ~~unable~~incurring tosignificant ~~secure~~expenses, ~~additional~~including ~~financing~~advisory toand ~~fund~~legal ~~our~~costs, ~~obligations~~related ~~before~~to evaluating the ~~end~~indication of ~~the~~interest ~~fourth~~and ~~quarter~~other ofpotential ~~2024~~transactions, orwhich toare ~~maintain~~adversely ~~covenant~~impacting ~~compliance,~~our wefinancial ~~will~~results. beThe ~~required~~potential tofor ~~seek~~a ~~other~~transaction ~~strategic alternatives, which~~ may ~~include,~~also ~~among~~interfere ~~others,~~with ~~scaling~~our ~~back~~ability orto ~~discontinuing~~attract ~~certain~~and orretain ~~all~~key ~~operations to reduce costs~~personnel, ~~closure~~who ofmay ~~operations,~~be ~~sale~~uncertain ofabout ~~certain~~their offuture ~~our~~roles. ~~assets,~~The acommencement ~~sale~~ of ~~the~~litigation ~~entire~~regarding ~~company~~the toindication ~~strategic~~of ~~or financial investors~~interest, ~~and/~~or ~~seeking~~any ~~protection~~other ~~under~~potential ~~the~~transaction, ~~U.S.~~also ~~bankruptcy~~would ~~laws.~~likely ~~This~~have ~~may~~an ~~seriously~~adverse ~~harm~~effect ~~our~~on ~~business,~~the ~~financial~~market ~~condition~~price ~~and results~~ of ~~operations.~~our Ifshares ~~we are not able to continue operations, investors may suffer a complete loss~~ of ~~their~~common ~~investments in our securities~~stock.

We estimate that our existing cash and marketable securities of $14.4 million as of September 30, 2024 will last through the fourth quarter of 2024. We will require substantial additional financing, including to continue our operations, conduct necessary research and development activities and maintain covenant compliance, and, if additional financing is not available, we may need to significantly scale back operations, seek protection under the U.S. bankruptcy laws, or cease our business.

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. For the three and nine months ended September 30, 2024, we incurred a net loss from continuing operations, net of income taxes of $21.9 million and $66.2 million, respectively, and for the nine months ended September 30, 2024, we had negative cash flows from operating activities of $40.8 million. As of September 30, 2024, we had cash and marketable securities of $14.4 million. Furthermore, as of September 30, 2024, we had an accumulated deficit of $587.7 million and term debt and notes payable of $15.6 million, which are subject to repayment terms and covenants further described in Note 8, Debt in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report. We expect to generate operating losses and negative operating cash flows for the foreseeable future. As of the date of this report, we estimate that our existing cash and marketable securities of approximately $14.4 million as of September 30, 2024 will last through December 31, 2024, but will not be sufficient to fund our operations or meet our contractual commitments and obligations as they came due in the ordinary course of business for twelve months from the date hereof. Therefore, there is substantial doubt about our ability to continue as a going concern. We will need to raise additional capital to continue our operations and to execute our business plan, which capital may not be available on timely or acceptable terms, or at all. Likewise, as of the date of this report, management estimates that we will comply with our debt covenants through December 31, 2024. However, we have based these estimates of our cash runway and covenant compliance on

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assumptions that may prove to be incorrect, and we could utilize our available capital resources or fail to comply with certain debt covenants sooner than we expect.

We have invested and will continue to invest in technology and human capital and will require substantial funds to bring the current products in our pipeline to market and to grow our business by researching, developing, and protecting products not currently in our product pipeline. Our current available funds are not sufficient for all of these activities and we do not expect that we will be able to fund our longer-term capital and liquidity needs through our current cash balances and operating cash flow alone. To fund our longer-term capital and liquidity needs, we will need to secure additional capital.

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 secure strategic partnerships and licensing agreements and the amount of revenues they produce, 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 expanded 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 ability to raise funds will depend upon many factors, including conditions in the debt and equity capital markets, as well as investor and lender perception of our creditworthiness and prospects. The potential transaction process relating to the Non-Binding Letter of Intent may increase investor and lender uncertainty about our future and make it more challenging for us to raise capital. If we are unable to raise funds on timely and acceptable terms, we may not be able to execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated requirements. In the event we are unable to secure additional financing to fund our obligations before the end of the fourth quarter of 2024, or to maintain covenant compliance, we will be required to seek other strategic alternatives, which may include, among others, scaling back or discontinuing certain or all operations to reduce costs, closure of operations, sale of certain of our assets, a sale of the entire company to strategic or financial investors, and/or seeking protection under the U.S. bankruptcy laws. This may seriously harm our business, financial condition and results of operations. If we are not able to continue operations, investors may suffer a complete loss of their investments in our securities.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

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Item 5. Other Information

(a) ~~Not~~On ~~applicable~~October 25, 2024, the Company entered into a fourth amendment (the “Fourth Amendment”) to its corporate office lease. See Note 15, Subsequent Events in the notes to the condensed consolidated financial statements included in Part I, Item 1 of this report for more information. The foregoing description of the Fourth Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Fourth Amendment, a copy of which is filed as an exhibit to this report.

(b) None.

(c) During the three months ended ~~June~~September 30, 2024, 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
3.1						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of Benson Hill, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on July 18, 2024).
10.1*#						Form of Benson Hill, Inc. Restricted Stock Unit Agreement—2024 Director Award granted under the Benson Hill, Inc. 2021 Omnibus Incentive Plan.
10.1*#						Form of Benson Hill, Inc. Restricted Stock Unit Agreement—Sign On Award for Daniel J. Cosgrove, granted under the Benson Hill, Inc. 2021 Omnibus Incentive Plan.
10.2*						Fourth Amendment to Sublease Agreement, dated as of October 25, 2024, as amended, by and between 1001 Warson Property Owner, LLC and Benson Hill Holdings, Inc. (formerly known as Benson Hill, Inc.).
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.

# Indicates management contract or compensatory plan or arrangement.

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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/ Susan Keefe
						Susan Keefe
						Chief Financial Officer(Principal Financial Officer)
						August 8, 2024
						November 12, 2024

Filing Compare · Benson Hill, Inc.