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Arcadia Biosciences, Inc. is asking stockholders to vote at a virtual annual meeting on September 10, 2026, on eight proposals. The meeting will address electing one Class II director, approving the potential issuance of up to 3,993,296 shares of common stock upon exercise of Series A‑1 Preferred Investment Options from a June 12, 2026 private placement, and approving a new 2026 Omnibus Equity Incentive Plan.
Stockholders are also asked to approve a reverse stock split of common stock at a ratio between 1‑for‑2 and 1‑for‑10, at the Board’s discretion before June 30, 2027, primarily to help regain compliance with Nasdaq’s $1.00 minimum bid price requirement after receiving a 2026 deficiency letter. Additional proposals include a nonbinding advisory vote on executive compensation, ratification of Ramirez Jimenez International CPAs as auditor for 2026, and a possible adjournment to secure sufficient votes. Stockholders of record on July 29, 2026, when 2,409,211 shares were outstanding, may vote.
Arcadia Biosciences, Inc. is registering 11,922,333 shares of Common Stock for resale by the selling stockholders, representing shares issuable upon exercise of pre-funded warrants, preferred investment options and placement agent preferred investment options. The registration covers resale on a resale basis and the company will not receive proceeds from sales by the selling stockholders.
The prospectus states the company would receive proceeds only if the Options are exercised for cash and discloses potential gross cash proceeds of approximately $7.4 million if all Options were exercised for cash. Shares outstanding were 2,181,715 before this registration and would be 14,104,048 assuming full exercise of the Options as described.
Arcadia Biosciences updated its 2025 executive pay disclosure after approving a discretionary cash bonus for Chief Executive Officer and Interim Chief Financial Officer Thomas J. Schaefer. For 2025, Schaefer received salary of $260,000, a cash bonus of $169,000, option awards valued at $40,001, other compensation of $4,057 and total compensation of $473,058. No other named executive officers received a 2025 bonus under the company’s Executive Incentive Bonus Plan.
The Board also set the 2026 annual meeting of stockholders for September 10, 2026. Shareholders wishing to nominate directors or submit proposals, including those intended for proxy inclusion under Rule 14a-8, must ensure the company receives proper notice by the close of business on July 13, 2026 at its Dallas headquarters, in accordance with its Bylaws and SEC rules.
Arcadia Biosciences, Inc. registers for resale up to 11,922,333 shares of Common Stock on a resale basis, consisting of shares issuable upon exercise of pre-funded warrants, preferred investment options and placement agent options. The registrant will not receive proceeds from resales, but would receive proceeds upon any cash exercise of the Options.
The prospectus states 2,181,715 shares outstanding before this offering (as of June 23, 2026) and, assuming full exercise of the Options, 14,104,048 shares outstanding after issuance. If all Options were exercised for cash, gross proceeds to the company would be approximately $7.4 million. The prospectus discloses a Nasdaq closing price of $0.6889 on June 24, 2026.
Arcadia Biosciences entered into and closed a $4 million private placement of pre-funded warrants and preferred investment options with an institutional accredited investor, priced at-the-market under Nasdaq rules. The investor purchased pre-funded warrants and Series A-1 and A-2 preferred investment options linked to up to 3,883,496 shares of common stock each, at a purchase price of about $1.03 per unit. The pre-funded warrants are immediately exercisable at $0.0001 per share with no expiration until fully exercised, while the Series A-1 and A-2 options carry a $0.91 exercise price with five-year and two-year terms, respectively, subject to stockholder approval and registration timing. Arcadia agreed to file resale registration statements, observe issuance restrictions and potential cashless exercise features, and granted H.C. Wainwright placement fees, expense reimbursements, and 271,845 placement agent options. Net proceeds are earmarked for working capital and general corporate purposes.
Arcadia Biosciences, Inc. reporting persons Armistice Capital, LLC and Steven Boyd beneficially own 159,390 shares of Common Stock, representing 7.75% of the class. The filing states shared voting and dispositive power over the 159,390 shares and is signed May 15, 2026.
Arcadia Biosciences reported a sharp swing to loss in the quarter ended March 31, 2026, alongside serious liquidity pressure and a going concern warning. Product revenue from Zola coconut water was $1.1 million, down 8% from $1.2 million a year earlier, mainly because a prior-year revenue reserve release did not recur.
The company posted a net loss attributable to common stockholders of $4.4 million, versus net income of $2.6 million in the prior-year quarter. Results were heavily affected by a $2.9 million Loss on January 2026 Inducement Offer tied to modified warrants and options, and a $1.5 million unrealized loss on AFII shares received from the GoodWheat sale. These were partly offset by a $1.2 million non‑cash gain from remeasuring warrant and option liabilities.
Cash and cash equivalents were $1.0 million as of March 31, 2026, with working capital of $3.8 million. Management states this cash will not cover anticipated needs for at least 12 months, leading to substantial doubt about the company’s ability to continue as a going concern. Above Food’s default on a $4.0 million remaining promissory note and uncertainty around monetizing AFII shares further strain funding, and Arcadia may need additional equity, debt, asset sales, or strategic alternatives to continue operating.
Arcadia Biosciences reported first-quarter 2026 results showing growth in its Zola coconut water brand but a sharp swing back to losses. Product revenues were $1.1 million, down 8% from $1.2 million a year earlier, mainly because 2025 benefited from a one-time revenue reserve release.
Total operating expenses rose to $1.9 million from $670,000, as the prior year included a $750,000 gain on sale of patent portfolios and a $1.0 million gain from a change in contingent consideration. The company posted a net loss attributable to common stockholders of $4.4 million, or $2.11 per share, compared with net income of $2.6 million, or $1.90 per share, in the first quarter of 2025.
Management highlighted that Zola volumes increased 18% and that selling, general and administrative expenses were at their lowest level in the company’s public history. Arcadia ended March 31, 2026 with cash of $954,000 and short-term investments of $2.8 million, supported by approximately $2.1 million of gross proceeds from exercises of preferred investment options and $2.1 million from a January 2026 warrant inducement offer. The company cautioned it will require additional funding in the near future to continue operations and planned activities.
Arcadia Biosciences, Inc. filed an amendment to its 2025 annual report to add the required Part III information on directors, executive compensation, security ownership, related-party transactions, and auditor fees, without updating prior financial results.
The filing details the board and committee structure, independence determinations, and compensation for executives and non-employee directors, including option grants and severance and change in control agreements. It also describes expired equity plans and a January 2026 inducement transaction in which major holders exercised preferred investment options for cash proceeds of about $2.1 million and received new preferred investment options.