— Net proceeds to fuel hemp innovation and scale-up of GoodWheat™ —
DAVIS, Calif. (Sept. 6, 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 1,318,828 shares of its common stock, at a purchase price per share of $7.5825, in a registered direct offering priced at-the-market. Additionally, Arcadia has agreed to issue to the investors unregistered warrants to purchase up to 659,414 shares of common stock. The closing of the offering is expected to occur on or about September 10, 2019, subject to the satisfaction of customary closing conditions.
The warrants to purchase up to 659,414 shares of common stock have an exercise price of $7.52 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 $10 million. The potential gross proceeds from the exercise of the warrants, if fully exercised on a cash basis, will be approximately $4.9 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 and to pursue a range of near-term growth opportunities, including, but not limited to, hemp germplasm acquisition, breeding and research activities, the scale-up of GoodWheat™ and general and administrative expenses.
H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.
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. Electronic copies of the prospectus supplement and the accompanying prospectus relating to this offering may be obtained, when available, on the SEC’s website at http://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, Inc. (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 environmental impact of agriculture. Arcadia Specialty Genomics™ is a business unit within Arcadia Biosciences dedicated to the optimization and standardization of hemp plant content, quality, resiliency and yield. For more information, visit www.arcadiabio.com.
Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the closing of the proposed offering, the potential gross proceeds from the exercise of warrants, the intended use of proceeds from the proposed offering and the impact of the proposed offering on RKDA’s business. 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, without limitation, the future capital requirements of RKDA are different than expected, the trading price of RKDA’s common stock does not increase to a price that would incentivize the investors to exercise the warrants, the closing conditions related to the registered direct offering are not satisfied 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.
Chief Financial Officer