Arcadia Biosciences Announces Closing of $5.0 Million Registered Direct Offering Priced At-the-Market
DAVIS, Calif. (August 16, 2022) — Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative, plant-based health and wellness products, today announced the closing of its previously announced registered direct offering of 4,722,506 shares of its common stock (or pre-funded warrants in lieu thereof) at a purchase price of $1.05876 per share, priced at-the-market under Nasdaq rules. Additionally, in a concurrent private placement, Arcadia issued to the investors unregistered preferred investment options to purchase up to 4,722,506 shares of common stock. Each preferred investment option has an exercise price of $0.93376 per share, is exercisable immediately upon issuance and will expire five years from the issuance date.
The net proceeds of the offering are estimated to be approximately $4.57 million after deducting placement agent fees and other estimated offering expenses. Arcadia intends to use the net proceeds from this 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 GoodWheatTM high-fiber pasta, driving growth in its other core brands and partnerships and maintaining an agile organization to cultivate next-generation wellness products.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The shares of common stock and pre-funded warrants, excluding the preferred investment options and the shares of common stock underlying the preferred investment options, were offered by Arcadia pursuant to a “shelf” registration statement on Form S-3 (File No. 333-264425) previously filed with the U.S. Securities and Exchange Commission (SEC) on April 21, 2022, and declared effective by the SEC on May 12, 2022. Such shares of common stock were offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering were filed with the SEC and are available on the SEC’s website at www.sec.gov. Alternatively, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at email@example.com or by phone at (646) 975-6996.
The unregistered investment options described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (Act) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the investment options, have not been registered under the Act or applicable state securities laws. Accordingly, the investment options and the shares of common stock underlying the investment options may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. Arcadia has agreed to file a registration statement with the SEC covering the resale of the unregistered shares issuable upon exercise of the investment options.
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.
Since 2002, Arcadia Biosciences (Nasdaq: RKDA) has been innovating crops to provide high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products that make every body feel good, inside and out. The company’s food, beverage and body care products include GoodWheat™, Zola® coconut water, ProVault™ topical pain relief and SoulSpring™ bath and body care. For more information, visit www.arcadiabio.com.
Safe Harbor Statement
“Safe Harbor” statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements about the company, including statements relating to the company’s expectations regarding the use of proceeds received in the offering. 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 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 section entitled “Risk Factors” and additional information that will be set forth in its 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. undertakes no duty to update this information.
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