Arcadia Biosciences (RKDA) Announces $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Arcadia Biosciences (Nasdaq: RKDA) entered securities purchase agreements for a $4 million private placement priced at-the-market under Nasdaq rules.

Rhea-AI Summary

Arcadia Biosciences (Nasdaq: RKDA) entered securities purchase agreements for a $4 million private placement priced at-the-market under Nasdaq rules.

Investors will buy 3,883,496 common shares (or pre-funded warrants) plus Series A-1 and A-2 preferred investment options, with exercise prices of $0.91 per share.

Proceeds will fund working capital and general corporate purposes.

Positive

• Private placement expected to raise approximately $4 million in gross proceeds
• Issuance of 3,883,496 shares (or pre-funded warrants) at $1.03 per share
• Additional capital access via Series A-1 and A-2 options for up to 3,883,496 shares each
• Use of proceeds targeted to working capital and general corporate purposes

Negative

• Potential shareholder dilution from up to 3,883,496 new shares plus Series A-1 and A-2 option shares
• Gross proceeds of $4 million are before placement agent fees and offering expenses
• Securities are initially unregistered, requiring resale registration statements for secondary market liquidity

Argus Jun 12 session

-3.74% close to close Open Argus

Details

News Market Reaction – RKDA

On Jun 12, the first trading day after this news, RKDA closed 3.74% below the previous close.

Data tracked by StockTitan Argus for the Jun 12 session.

Key Figures

Shares offered: 3,883,496 shares Series A-1 options: 3,883,496 shares Series A-2 options: 3,883,496 shares +5 more

Shares offered

3,883,496 shares

Common stock (or pre-funded warrants) in private placement

Series A-1 options

3,883,496 shares

Series A-1 preferred investment options underlying shares

Series A-2 options

3,883,496 shares

Series A-2 preferred investment options underlying shares

Purchase price

$1.03 per share

Per common share (or pre-funded warrant) plus associated options

Exercise price

$0.91 per share

Exercise price for Series A-1 and Series A-2 options

Gross proceeds

$4 million

Expected aggregate gross proceeds before fees

A-1 option term

5 years

Expiry from effective date of stockholder approval

A-2 option term

24 months

Expiry from effective date of Resale Registration Statement

Historical Context

4 past events · Latest: May 14

4 events

1. May 14

   Q1 2026 earnings

   24h Move

   -10.7%

   Q1 2026 revenue decline, swing to $4.4M loss and liquidity pressure.

2. Mar 26

   FY 2025 earnings

   24h Move

   -3.3%

   Termination of Roosevelt deal and modest revenue with ongoing net loss.

3. Jan 12

   Option exercise financing

   24h Move

   -11.6%

   Preferred investment options exercised for $2.1M gross proceeds and new options.

4. Dec 26

   Deal termination

   24h Move

   -14.5%

   Termination of proposed Roosevelt Resources business combination and strategic review.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, pre-funded warrants, preferred investment options, exercise price, +4 more

8 terms

private placement financial

"securities purchase agreements for the purchase and sale ... in a private placement priced at-the-market"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"3,883,496 shares of its common stock (or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

preferred investment options financial

"Series A-1 preferred investment options to purchase up to an aggregate of 3,883,496 shares"

Preferred investment options are choices that typically offer a safer and more stable way to grow or protect your money, often providing consistent returns or income. They matter to investors because they can help balance risk and reward, serving as a reliable foundation in an investment portfolio—similar to choosing a well-established route over a risky shortcut.

exercise price financial

"The Series A-1 preferred investment options will have an exercise price of $0.91 per share"

The exercise price is the fixed amount at which you can buy or sell an asset, like a stock, when using an options contract. It matters because it helps determine whether exercising the option will be profitable or not, depending on the current market price. Think of it as the set price you agree on today to buy or sell later.

Section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement regulatory

"Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Resale Registration Statement regulatory

"expire twenty-four months from the effective date of the Resale Registration Statement (as defined below)"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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DALLAS, June 11, 2026 (GLOBE NEWSWIRE) -- Arcadia Biosciences, Inc.^® (Nasdaq: RKDA), a producer and marketer of innovative wellness products, announced today that it has entered into securities purchase agreements for the purchase and sale of 3,883,496 shares of its common stock (or pre-funded warrants in lieu thereof), Series A-1 preferred investment options to purchase up to an aggregate of 3,883,496 shares of common stock and Series A-2 preferred investment options to purchase up to an aggregate of 3,883,496 shares of common stock at a purchase price of $1.03 per share of common stock (or pre-funded warrant in lieu thereof) and associated preferred investment options in a private placement priced at-the-market under Nasdaq rules.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The Series A-1 preferred investment options will have an exercise price of $0.91 per share, will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares of common stock upon exercise of the Series A-1 preferred investment options and will expire five years from the effective date of stockholder approval. The Series A-2 preferred investment options will have an exercise price of $0.91 per share, will be exercisable immediately upon issuance and will expire twenty-four months from the effective date of the Resale Registration Statement (as defined below).

The aggregate gross proceeds to the company from the offering are expected to be approximately $4 million before deducting placement agent fees and other offering expenses. Arcadia intends to use the net proceeds from the offering for working capital and general corporate purposes.

The offering is expected to close on or about June 12, 2026, subject to the satisfaction of customary closing conditions.

The securities 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 Series A-1 preferred investment options and Series A-2 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. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities to be issued in the offering (the “Resale Registration Statement”).

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 high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products. For more information, visit www.arcadiabio.com.

Safe Harbor Statement
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements relate to future events or future results of operations concerning the company and its products, including, but not limited to, statements concerning the following matters: the completion of the offering; the satisfaction of customary closing conditions related to the offering; the receipt of any required stockholder approvals; and the anticipated use of proceeds from the offering. Undue reliance should not be placed on any forward-looking statements. Forward-looking statements are only predictions and are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from the results anticipated by such forward-looking statements. These risks and uncertainties include, but are not limited to, the risks set forth in filings that the company makes with the Securities and Exchange Commission from time to time, including in Arcadia’s Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K), and other filings that the company makes with the SEC. Forward-looking statements concerning anticipated future activities also assume that the company has sufficient funding to continue its operations and planned activities, which may not be the case. As described in greater detail in the 2025 Form 10-K, the company may require additional funding in the future to continue its operations and planned activities. There are no assurances that required funding will be available at all or will be available in sufficient amounts or on reasonable terms. The company may seek to raise additional funds through equity or debt financings, through transactions involving its other assets, or through other transactions. Any sale of additional equity securities could result in dilution to company stockholders. Reported results should not be considered as an indication of future performance. Forward-looking statements made in this press release speak only as of the date hereof, and except as required by law, Arcadia Biosciences, Inc. disclaims any obligation to update these forward-looking statements or to reflect events or circumstances arising after the date of this press release.

Arcadia Biosciences Contact:
T.J. Schaefer
ir@arcadiabio.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is included in Arcadia Biosciences (RKDA) $4 million private placement announced June 2026?

The private placement includes 3,883,496 common shares (or pre-funded warrants) plus Series A-1 and A-2 preferred investment options. According to Arcadia, the purchase price is $1.03 per share with associated options, and aggregate gross proceeds are expected to be approximately $4 million before fees.

What are the terms of Arcadia Biosciences (RKDA) Series A-1 preferred investment options?

Series A-1 options have a $0.91 exercise price and cover up to 3,883,496 shares of common stock. According to Arcadia, they become exercisable on the effective date of stockholder approval and expire five years after that stockholder approval takes effect.

What are the terms of Arcadia Biosciences (RKDA) Series A-2 preferred investment options?

Series A-2 options also have a $0.91 exercise price and cover up to 3,883,496 shares. According to Arcadia, they are exercisable immediately upon issuance and expire twenty-four months from the effective date of the related resale registration statement filed with the SEC.

How will Arcadia Biosciences (RKDA) use proceeds from the June 2026 private placement?

Arcadia plans to use net proceeds for working capital and general corporate purposes. According to Arcadia, the private placement is expected to generate approximately $4 million in gross proceeds before placement agent fees and other offering-related expenses are deducted.

When is the closing date for Arcadia Biosciences (RKDA) $4 million private placement?

The private placement is expected to close on or about June 12, 2026, subject to customary conditions. According to Arcadia, completion of the transaction depends on satisfying standard closing requirements typically associated with similar private securities offerings.

Will Arcadia Biosciences (RKDA) register the securities issued in the June 2026 private placement?

The securities are initially unregistered and were issued under Section 4(a)(2) and Regulation D. According to Arcadia, a registration rights agreement obligates the company to file one or more SEC registration statements covering resale of the unregistered securities from this offering.

What does the Arcadia Biosciences (RKDA) private placement mean for existing shareholders?

The transaction could increase the share count through new shares and option exercises, affecting ownership percentages. According to Arcadia, 3,883,496 shares (or pre-funded warrants) plus Series A-1 and A-2 options for up to 3,883,496 shares each will be issued in the private placement.