Arcadia Biosciences Announces $6.0 Million Private Placement Priced at a Premium to Market Under Nasdaq Rules
DAVIS, Calif. (March 2, 2023) – Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative, plant-based health and wellness products, announced today that it has entered into securities purchase agreements for the purchase and sale of 666,334 shares of its common stock (or common stock equivalents), Series A preferred investment options to purchase up to an aggregate of 666,334 shares of common stock and Series B preferred investment options to purchase up to an aggregate of 666,334 shares of common stock at a purchase price of $9.00 per share of common stock (or common stock equivalent) and associated preferred investment options in a private placement priced at a premium to market under Nasdaq rules.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
Each share of common stock (or common stock equivalent) was sold in the private placement together with a Series A preferred investment option to purchase one share of common stock and a Series B preferred investment option to purchase one share of common stock. The Series A preferred investment options have an exercise price of $9.00 per share of common stock and will be exercisable immediately upon issuance for a period of five years from the date of issuance. The Series B preferred investment options have an exercise price of $9.00 per share of common stock and will be exercisable immediately upon issuance for a period of eighteen months from the date of issuance.
The aggregate gross proceeds to the company from the offering are expected to be approximately $6.0 million before deducting placement agent fees and other offering expenses. Arcadia intends to use the net proceeds from the offering to support Project Greenfield, its three-year plan to unlock the company’s potential and create a path to profitability. Project Greenfield aligns company resources around several key goals, including expanding retail for the company’s GoodWheat™ high-fiber pasta, expanding GoodWheat to additional categories through launches, acquisitions and partnerships, driving growth on Zola coconut water and maintaining an agile organization to cultivate next-generation wellness products.
The offering is expected to close on or about March 6, 2023, subject to the satisfaction of customary closing conditions.
Arcadia has also agreed to amend certain existing preferred investment options to purchase up to an aggregate of 178,132 shares of the company’s common stock held by the investors that were previously issued in September 2019 through August 2022 and have exercise prices ranging from $37.35 to $300.80 per share by reducing the exercise price of the preferred investment options to $9.00 per share.
The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended and Regulation D promulgated thereunder and, along with the shares of common stock underlying the Series A preferred investment options and Series B preferred investment options, have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. Under an agreement with the investors, Arcadia agreed to file an initial registration statement with the SEC covering the resale of the shares of common stock to be issued to the investors (including the shares of common stock issuable upon the exercise of the Series A preferred investment options and Series B preferred investment options) no later than April 3, 2023 and to use commercially reasonable efforts to have the registration statement declared effective as promptly as practical thereafter, and in any event no later than 90 days following the date of the agreement in the event of a “full review” by the SEC.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, 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.
With origins as a trailblazing developer of science-based approaches to enhancing the quality and nutritional value of crops and food ingredients, Arcadia Biosciences (Nasdaq: RKDA) is now a producer of innovative, plant-based health and wellness products, including GoodWheat™, Soul Spring™, ProVault™ and Zola® coconut water. The company’s growing number of offerings are designed to enhance quality and health benefits in an array of consumer product categories. 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 relating to the company’s expectations regarding the completion of the private placement, satisfaction of closing conditions and use of proceeds therefrom. 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, market and other conditions, the future capital requirements of the company are different than expected, the closing conditions related to the private placement 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, 2021 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, except as required by law.
Chief Financial Officer