— Net proceeds to fuel hemp research, innovation and scale-up of GoodWheat™—
DAVIS, Calif. (June 13, 2019) — Arcadia Biosciences, Inc. (Nasdaq: RKDA), a food ingredient company and proven leader in agricultural innovation, improving the quality and nutritional content of crops, today announced that it has entered into definitive agreements with several institutional and accredited investors for the purchase of 1,489,575 shares of its common stock, at a purchase price per share of $5.035, in a registered direct offering priced at-the-market. Additionally, Arcadia has also agreed to issue to the investors unregistered warrants to purchase up to 1,489,575 shares of common stock. The closing of the offering is expected to occur on or about June 14, 2019, subject to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.
The warrants to purchase up to 1,489,575 shares of common stock have an exercise price of $5.00 per share, will be immediately exercisable, and will expire five and one-half years from the issue date.
The gross proceeds to Arcadia, before deducting placement agent fees and other offering expenses, are expected to be approximately $7.50 million. The potential gross proceeds from the exercise of the warrants, if fully exercised on a cash basis, will be approximately $7.48 million. No assurance can be given that any of the warrants will be exercised. Arcadia intends to use the net proceeds from the offering for general corporate purposes, including, but not limited to, hemp germplasm acquisition, breeding and research activities, the scale-up of GoodWheatTM and for general and administrative expenses.
The shares of common stock described above (but not the warrants or the shares of common stock underlying the warrants) are being offered pursuant to a “shelf” registration statement (File 333-224893) filed with the Securities and Exchange Commission (SEC) and declared effective on June 8, 2018. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and the accompanying prospectus relating to the offering will be filed with the SEC. Copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by emailing firstname.lastname@example.org or by calling (646) 975-6996.
The warrants described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants, have not been registered under the Act, or applicable state securities laws. Accordingly, the warrants and underlying shares of common stock may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Arcadia Biosciences, Inc. Arcadia Biosciences (Nasdaq: RKDA) develops and markets high-value food ingredients and nutritional oils that help meet consumer demand for a healthier diet. Arcadia’s GoodWheat™ branded ingredients deliver health benefits to consumers and enable consumer packaged goods companies to differentiate their brands in the marketplace. The company’s agricultural traits are being developed to enable farmers around the world to be more productive and minimize the impact of agriculture on the environment. For more information, visit www.arcadiabio.com.
Forward-Looking Statements This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: the proposed offering and the anticipated use of proceeds therefrom, the completion and size of the registered direct offering, including, without limitation, market conditions and the satisfaction of closing conditions related to the registered direct offering and other risks set forth in the company’s filings with the Securities and Exchange Commission from time to time, including the risks set forth in the company’s annual report on Form 10-K for the year ended December 31, 2018 and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. disclaims any obligation to update these forward-looking statements.