Arcadia Biosciences (RKDA) Announces Exercise of Preferred Investment Options for $2.1 Million Gross Proceeds

Rhea-AI Summary

Arcadia Biosciences (Nasdaq: RKDA) agreed to immediate exercises of certain preferred investment options to purchase up to 808,595 shares at a reduced exercise price of $2.575 per share, generating approximately $2.1 million gross proceeds before fees. In exchange, Arcadia will issue new unregistered preferred investment options to buy up to 1,617,190 shares at an exercise price of $2.325, exercisable immediately and expiring 30 months after the Resale Registration Statement effective date. The offering is expected to close on or about January 12, 2026, with H.C. Wainwright & Co. as placement agent.

Net proceeds are intended for working capital and general corporate purposes.

Positive

• Immediate gross cash proceeds of approximately $2.1 million
• Registered shares available under effective Form S-1 and S-3 filings
• Placement agent engaged: H.C. Wainwright & Co

Negative

• Issuance of up to 1,617,190 new preferred options increases dilution
• Exercise price reduced from $9.00 to $2.575 implies deep discount
• New options unregistered and restricted until resale registration effective

News Market Reaction

-11.64% 1.9x vol

3 alerts

-11.64% News Effect

-8.3% Trough Tracked

-$456K Valuation Impact

$3M Market Cap

1.9x Rel. Volume

On the day this news was published, RKDA declined 11.64%, reflecting a significant negative market reaction. Argus tracked a trough of -8.3% from its starting point during tracking. Our momentum scanner triggered 3 alerts that day, indicating moderate trading interest and price volatility. This price movement removed approximately $456K from the company's valuation, bringing the market cap to $3M at that time. Trading volume was above average at 1.9x the daily average, suggesting increased trading activity.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Options exercised shares: 808,595 shares Original exercise price: $9.00 per share Reduced exercise price: $2.575 per share +5 more

8 metrics

Options exercised shares 808,595 shares Outstanding preferred investment options exercised under new agreement

Original exercise price $9.00 per share Original strike for preferred investment options

Reduced exercise price $2.575 per share Repriced exercise level for immediate option exercise

Gross proceeds $2.1 million Expected gross proceeds before fees from option exercise

New options issued 1,617,190 shares New unregistered preferred investment options granted to investors

New option exercise price $2.325 per share Strike price of newly issued preferred investment options

Option term 30 months Expiration after effective date of Resale Registration Statement

Shares outstanding (proxy) 1,373,120 shares Common stock outstanding as of November 4, 2025 (DEF 14A)

Market Reality Check

Price: $1.80 Vol: Volume 8,512 vs 20‑day av...

low vol

$1.80 Last Close

Volume Volume 8,512 vs 20‑day average 25,842 (relative volume 0.33) ahead of the financing news. low

Technical Shares at $2.75 were trading below the $3.85 200‑day MA before this financing announcement.

Peers on Argus

Peers showed mixed moves, with HCWC up 0.17%, NAII up 4.59%, while FAMI, COOT, a...

Peers showed mixed moves, with HCWC up 0.17%, NAII up 4.59%, while FAMI, COOT, and STKH fell between -2.34% and -6.83%, suggesting this financing is company‑specific rather than sector‑driven.

Historical Context

3 past events · Latest: Dec 26 (Negative)

Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Dec 26	Deal termination	Negative	-14.5%	Termination of proposed Roosevelt Resources business combination agreement.
Nov 07	Q3 2025 earnings	Negative	-2.2%	Tight liquidity, going‑concern language, and credit loss impacts in Q3 report.
Aug 14	Q2 2025 earnings	Negative	+5.6%	Revenue growth but large credit loss and net loss alongside deal progress.

Pattern Detected

Recent negative or balance‑sheet‑focused news has often corresponded with share price weakness, while one mixed earnings report saw a positive reaction, indicating uneven sensitivity to fundamentals.

Recent Company History

Over the last few quarters, Arcadia has balanced restructuring and liquidity challenges with growth in its Zola brand and asset monetizations. On Aug 14, 2025, Q2 results combined revenue growth with sizable credit losses, yet shares rose. The Q3 2025 update on Nov 7, 2025 highlighted tight liquidity and going‑concern language and saw modest downside. Termination of the Roosevelt Resources deal on Dec 26, 2025 triggered a sharper drop. Today’s capital‑raising option exercise directly addresses those previously disclosed cash constraints.

Market Pulse Summary

The stock dropped -11.6% in the session following this news. A negative reaction despite the cash in...

Analysis

The stock dropped -11.6% in the session following this news. A negative reaction despite the cash inflow would fit concerns seen in prior filings about dilution and tight liquidity. The deal brings in $2.1 million in gross proceeds but comes with 1,617,190 new preferred investment options at $2.325, adding potential overhang. Past events, such as the Roosevelt deal termination and going‑concern language, also pressured the stock, so further weakness could reflect skepticism about longer‑term capital structure rather than this transaction alone.

Key Terms

preferred investment options, form s-1, form s-3, private placement, +2 more

6 terms

preferred investment options financial

"immediate exercise of certain outstanding preferred investment options to purchase up to"

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.

form s-1 regulatory

"registered pursuant to effective registration statements on Form S-1 (Registration Nos."

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

form s-3 regulatory

"and Form S-3 (Registration Nos. 333-252659 and 333-271082)."

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

private placement financial

"The new preferred investment options described above were offered in a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

registration statement regulatory

"The company has agreed to file a registration statement with the SEC covering the resale"

A registration statement is a formal document that companies file with a government agency to offer new shares of stock to the public. It provides essential information about the company's finances, operations, and risks, helping investors make informed decisions. Think of it as a detailed product description that ensures transparency and trust before buying into a company.

resale registration statement regulatory

"will expire thirty months after the effective date of the Resale Registration Statement"

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. Not financial advice.

DALLAS, Jan. 12, 2026 (GLOBE NEWSWIRE) --  Arcadia Biosciences, Inc.^® (Nasdaq: RKDA), a producer and marketer of innovative wellness products, today announced that it has entered into definitive agreements for the immediate exercise of certain outstanding preferred investment options to purchase up to an aggregate of 808,595 shares originally issued in December 2020, January 2021, August 2022 and March 2023, having an exercise price of $9.00 per share, at a reduced exercise price of $2.575 per share. The shares of common stock issuable upon exercise of the preferred investment options are registered pursuant to effective registration statements on Form S-1 (Registration Nos. 333-262407 and 333-267637) and Form S-3 (Registration Nos. 333-252659 and 333-271082). The gross proceeds to the company from the exercise of the preferred investment options are expected to be approximately $2.1 million, prior to deducting placement agent fees and offering expenses.

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

In consideration for the immediate exercise of the preferred investment options for cash, Arcadia will issue new unregistered preferred investment options to purchase up to 1,617,190 shares of common stock. The new preferred investment options will have an exercise price of $2.325 per share, will be exercisable immediately and will expire thirty months after the effective date of the Resale Registration Statement (as defined below).

The offering is expected to close on or about January 12, 2026, subject to satisfaction of customary closing conditions. Arcadia intends to use the net proceeds from the offering for working capital and general corporate purposes.

The new preferred investment options described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the 1933 Act) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (SEC) or an applicable exemption from such registration requirements. The company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new preferred investment options (the Resale Registration Statement).

This press release shall not constitute an offer to sell or a 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 other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other 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. Forward-looking statements include those that express plans, anticipation, intent, contingencies, goals, targets, or future developments or otherwise are not statements of historical fact. These statements relate to future events or future results of operations, 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; and the anticipated use of proceeds from the offering. Forward-looking statements concerning anticipated future activities assume that the company has sufficient funding to continue its operations and planned activities, which may not be the case. Arcadia will require additional funding to continue to support its anticipated operations and planned activities. There are no assurances that required funding will be available at all or will be available in sufficient amounts. Forward-looking statements are only predictions and involve known and unknown risks, uncertainties, and other factors that may cause the company’s actual results to be materially different from the results anticipated by such forward-looking statements. Undue reliance should not be placed on any forward-looking statements. Risks and uncertainties relating to the company’s business and future prospects also include, but are not limited to, the risks set forth in filings that the company makes with the Securities and Exchange Commission (SEC) from time to time, including in Arcadia’s Annual Report on Form 10-K for the year ended December 31, 2024, as amended, quarterly reports on Form 10-Q filed with the SEC, and other filings that the company makes with the SEC, all of which are available free of charge on the SEC’s web site at www.sec.gov. Any forward-looking statements speak only as of the date as of which they are made, and except as required by law, Arcadia Biosciences, Inc. disclaims any obligation to update 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

What did Arcadia Biosciences (RKDA) announce on January 12, 2026?

Arcadia announced immediate exercise of preferred options for up to 808,595 shares, raising about $2.1 million gross before fees.

How many new preferred investment options will Arcadia issue and at what price?

Arcadia will issue new unregistered options to purchase up to 1,617,190 shares at an exercise price of $2.325 per share.

When is the RKDA offering expected to close and who is the placement agent?

The offering is expected to close on or about January 12, 2026, with H.C. Wainwright & Co. as exclusive placement agent.

How does Arcadia intend to use the net proceeds from the RKDA offering?

The company intends to use net proceeds for working capital and general corporate purposes.

Are the new preferred investment options and resulting shares immediately tradable?

No; the new options and shares are unregistered and may not be sold in the U.S. until covered by a resale registration or an applicable exemption.