Arcadia Bioscien SEC Filings

Arcadia Biosciences, Inc. (RKDA) is asking stockholders to vote at its 2025 annual meeting, to be held virtually on December 19, 2025 at 1:00 p.m. Central Time. Stockholders will be asked to elect three Class I directors (Albert D. Bolles, Kevin Comcowich and CEO Thomas J. Schaefer), approve on an advisory basis the compensation of named executive officers, and ratify Deloitte & Touche LLP as independent registered public accountants for the year ending December 31, 2025.

The meeting is online only, accessible at www.virtualshareholdermeeting.com/RKDA2025 using a 16-digit control number. The Board recommends voting FOR all three proposals. Stockholders of record at the close of business on November 4, 2025, when 1,373,120 shares of common stock were outstanding, are entitled to vote one vote per share. The proxy describes Arcadia’s classified seven‑member board structure, committee memberships, director and executive pay, and ownership levels of directors, officers and key investors.

Arcadia Biosciences (RKDA) filed its Q3 2025 report, showing modest product revenue and a small quarterly profit driven by non-operating gains. Revenue was $1.3 million, down from $1.5 million a year ago. Operating loss narrowed to $1.2 million, while net income from continuing operations was $0.9 million, or $0.62 per diluted share, helped by other income and a reduction in warrant and option liabilities.

Liquidity remains tight. Cash and cash equivalents were $1.1 million as of September 30, 2025, with $4.8 million of short-term investments. Management states there is “substantial doubt” about the company’s ability to continue as a going concern based on current cash needs. Net cash used in operations was $3.9 million for the first nine months of 2025.

During 2025, the company recorded a $4.7 million credit loss tied to a note from the 2024 GoodWheat sale and received approximately 2.7 million shares of Above Food Ingredients, Inc., contributing to other income. Arcadia also recorded a $0.8 million gain from changes in fair value of warrant and option liabilities in the quarter. Shares outstanding were 1,373,120 as of October 31, 2025.

Arcadia Biosciences furnished an update on its business by announcing that it issued a press release with financial results for the third quarter ended September 30, 2025. The press release (Exhibit 99.1) and detailed third‑quarter financial information (Exhibit 99.2) are included as exhibits and are being furnished, not filed, under the Exchange Act.

The company also reiterated details of its proposed all‑stock combination with Roosevelt Resources, LP, under which Arcadia will issue shares of its common stock to Roosevelt’s partners in exchange for all equity interests in Roosevelt. Arcadia has filed a Registration Statement on Form S‑4 (File No. 333‑284972) and a pre‑effective amendment; after the S‑4 is declared effective, it intends to mail a definitive proxy statement/prospectus to stockholders for their consideration of matters related to the transaction.

Arcadia Biosciences set its 2025 annual meeting of stockholders for December 19, 2025. The time, location, and matters to be considered will appear in the definitive proxy statement to be filed with the SEC.

The company updated stockholder deadlines due to the meeting date shift. To be timely, nominations for director and stockholder proposals intended for inclusion in the proxy, or other proposals for consideration at the meeting, must be received by the close of business on November 3, 2025 at Arcadia Biosciences, Inc., 5956 Sherry Lane, 20th Floor, Dallas, Texas 75225, Attention: Corporate Secretary, and must comply with Rule 14a-8 and the company’s Bylaws.

The annual meeting and related proxy are separate from any special meeting relating to the all‑stock Exchange with Roosevelt Resources, LP. Arcadia previously filed an S‑4 (File No. 333‑284972) including a preliminary proxy statement/prospectus; a definitive version will be mailed after effectiveness.

Arcadia Biosciences (RKDA) disclosed several material corporate and accounting developments in its Form 10-Q. The company amended an Exchange Agreement and filed a Form S-4 related to an equity issuance, extending the agreements termination date to August 15, 2025. As of June 30, 2025 the company had 150,000,000 shares authorized and 1,367,040 shares issued and outstanding (1,364,940 at December 31, 2024).

The company treated the sale of its GoodWheat business as a discontinued operation under ASC 205-20, recognizing a $1,500 loss in the second quarter of 2024. A contingent liability tied to prior Anawah technology obligations of $2.0 million was eliminated as of June 30, 2025 after program abandonments and transfers. The company recorded an additional right-of-use asset and lease liability of $86,000 related to a lease renewal and later terminated that facility lease effective July 2024.

Equity plans changed: the 2015 Plan terminated for future awards in May 2025; 338,341 shares remained reserved under the 2015 Plan as of June 30, 2025. The company faces a Proposition 65-related BPA lawsuit amended May 23, 2025, and answered the complaint on July 22, 2025, denying liability. Managements CODM evaluates performance using consolidated net (loss) income.