Arcadia Biosciences switches auditor amid control issues

Arcadia Biosciences, Inc. filed an 8‑K announcing that its audit committee dismissed Deloitte & Touche as independent auditor and appointed Ramirez Jimenez International CPAs (RJI), effective March 30, 2026.

Accepted by SEC EDGAR 04/03/2026 - 03:31 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Arcadia Biosciences, Inc. filed an 8‑K announcing that its audit committee dismissed Deloitte & Touche as independent auditor and appointed Ramirez Jimenez International CPAs (RJI), effective March 30, 2026. Deloitte’s reports on the 2024 and 2025 financial statements included an explanatory paragraph about the company’s ability to continue as a going concern, citing accumulated deficit, recurring net losses, net cash used in operations and limited resources.

The company also reiterates previously disclosed material weaknesses in internal control over financial reporting, including insufficient segregation of duties in the financial close process and insufficient information system controls such as access and change management, driven in part by reduced employee headcount. The 8‑K states there were no disagreements with Deloitte on accounting principles, disclosure, or audit scope, and that Deloitte has been authorized to respond fully to RJI’s inquiries. A confirming letter from Deloitte to the SEC is attached as an exhibit.

Positive

• None.

Negative

• Deloitte’s reports included a going‑concern explanatory paragraph citing accumulated deficit, recurring net losses, net cash used in operations and limited resources to meet anticipated cash requirements.
• Arcadia Biosciences reports material weaknesses in internal control over financial reporting, involving insufficient segregation of duties and inadequate information system controls affected by reduced employee headcount.

Insights

Audit & governance analyst

Auditor switch occurs alongside going‑concern emphasis and control weaknesses.

Arcadia Biosciences’ audit committee replaced Deloitte & Touche with Ramirez Jimenez International CPAs beginning with the quarter ending March 31, 2026. The filing emphasizes that Deloitte reported no disagreements on accounting or disclosure, which helps reduce concern about a dispute‑driven departure.

However, Deloitte’s prior opinions contained a going‑concern explanatory paragraph tied to accumulated deficit, recurring losses and limited liquidity. The company also acknowledges ongoing material weaknesses in internal control over financial reporting, including segregation‑of‑duties gaps and information systems access and change controls affected by reduced headcount.

These disclosures collectively point to financial and control‑environment stress that investors often view cautiously, even though the auditor transition itself is portrayed as orderly and the new firm did not previously advise on specific transactions.

8-K Event Classification

2 items: 4.01, 9.01

2 items

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

going concern, material weaknesses, internal control over financial reporting, segregation of duties, +1 more

5 terms

going concern financial

"explanatory paragraph regarding the Company’s ability to continue as a going concern"

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

material weaknesses financial

"the Company identified material weaknesses in its internal control over financial reporting"

Material weaknesses are significant flaws in a company’s systems for ensuring its financial reports are accurate and reliable. Like a broken lock on a safe, they increase the chance that financial statements contain big errors or omissions, which can mislead investors about performance and risk; discovering one often raises questions about management oversight, may lead to restated results, and can affect investor confidence and a company’s valuation.

internal control over financial reporting financial

"material weaknesses in its internal control over financial reporting as of and for the year ended December 31, 2025"

Internal control over financial reporting is a company’s system of procedures and checks designed to make sure its financial statements are accurate and complete, like a set of guardrails and verification steps that catch mistakes or fraud before numbers are published. Investors care because strong controls make reported results more trustworthy, lower the risk of surprise restatements or regulatory problems, and give greater confidence when valuing the company or comparing it to peers.

segregation of duties financial

"material weaknesses ... relating to (i) insufficient segregation of duties in the financial statement close process"

Segregation of duties is the practice of splitting important financial and operational tasks among different people so no single person can both start, approve, and record the same transaction — like having one person ring up sales and another person deposit the money. For investors, it matters because this simple separation reduces the chance of mistakes or fraud, helps ensure financial reports are trustworthy, and lowers legal and reputation risk that can affect a company’s value.

access and change management controls technical

"insufficient information system controls, including access and change management controls"

FAQ

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

What auditor change did Arcadia Biosciences (RKDA) disclose in this 8-K?

Arcadia Biosciences’ audit committee dismissed Deloitte & Touche as its independent registered public accounting firm and appointed Ramirez Jimenez International CPAs (RJI). RJI will review the quarter ending March 31, 2026 and audit the year ending December 31, 2026.

Did Arcadia Biosciences (RKDA) report disagreements with Deloitte?

The company states there were no disagreements with Deloitte on accounting principles, financial statement disclosure, or audit scope that would require disclosure. It also reports no other reportable events, apart from previously disclosed material weaknesses in internal controls over financial reporting.

What going-concern issue does Arcadia Biosciences (RKDA) highlight?

Deloitte’s audit reports for 2024 and 2025 included an explanatory paragraph about Arcadia Biosciences’ ability to continue as a going concern, citing accumulated deficit, recurring net losses, net cash used in operations and resources that may not cover anticipated cash requirements.

What internal control weaknesses does Arcadia Biosciences (RKDA) disclose?

Arcadia Biosciences reports material weaknesses in internal control over financial reporting, including insufficient segregation of duties in the financial close process and inadequate information system controls over access and change management, linked to reduced employee headcount and limited personnel resources.

How is Deloitte involved with Arcadia Biosciences (RKDA) after dismissal?

The company authorized Deloitte to respond fully to inquiries from the new auditor, RJI, regarding the reported material weaknesses and other matters. Deloitte also provided a letter to the SEC agreeing or explaining any disagreement with the company’s disclosure, attached as an exhibit.

What role will Ramirez Jimenez International CPAs (RJI) play for Arcadia Biosciences?

RJI has been engaged as Arcadia Biosciences’ independent registered public accounting firm, starting with the review of financial statements for the quarter ending March 31, 2026 and the audit of consolidated financial statements for the year ending December 31, 2026.

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

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2026

Arcadia Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-37383	81-0571538
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
5956 Sherry Lane Suite 2000
Dallas, Texas				75225
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 214 974-8921

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		RKDA		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 4.01 Changes in Registrant’s Certifying Accountant.

(a) Dismissal of Independent Registered Public Accounting Firm

On March 30, 2026, the audit committee (the “Audit Committee”) of the board of directors of Arcadia Biosciences, Inc. (the “Company”) dismissed Deloitte & Touche LLP (“Deloitte”) as the Company’s independent registered public accounting firm.

Deloitte’s audit reports on the Company’s consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than the explanatory paragraph regarding the Company’s ability to continue as a going concern due to the Company's accumulated deficit, recurring net losses and net cash used in operations, and resources that will not be sufficient to meet its anticipated cash requirements.

During the Company’s two most recent fiscal years and the subsequent interim period through March 30, 2026, there were no (i) disagreements as defined in Item 304(a)(1)(iv) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the related instructions thereto, between the Company and Deloitte on any matter of accounting principles or practice, financial statement disclosure, or auditing scope or procedure that, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference thereto in its reports covering the Company’s consolidated financial statements for such periods, or (ii) reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K under the Exchange Act), except that the Company identified material weaknesses in its internal control over financial reporting as of and for the year ended December 31, 2025, as disclosed in Part II, Item 9A, Controls and Procedures, of the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 26, 2026 (the “Form 10-K”), as described below.

As described in the Form 10-K, the Company previously identified material weaknesses in its internal control over financial reporting stemming from control deficiencies relating to (i) insufficient segregation of duties in the financial statement close process, and (ii) insufficient information system controls, including access and change management controls. The disclosure in the Form 10-K noted that the Company’s employee headcount has been reduced, resulting in insufficient personnel to maintain proper segregation of duties, which impacts the effectiveness of business process as well as information systems controls.

This reportable event was discussed among the Company’s management, the Audit Committee, and Deloitte. Deloitte has been authorized by the Company and the Audit Committee to respond fully to the inquiries of RJI, the Company’s successor independent registered public accounting firm as further described below, concerning this reportable event or other matters.

The Company has provided Deloitte with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Deloitte furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Deloitte is attached hereto as Exhibit 16.1.

(b) Engagement of New Independent Registered Public Accounting Firm

On March 30, 2026, in connection with the Company’s dismissal of Deloitte, the Audit Committee approved the engagement of Ramirez Jimenez International CPAs (“RJI”), effective immediately upon the dismissal of Deloitte, as the Company’s independent registered public accounting firm, beginning with the review of the Company’s financial statements for the quarter ending March 31, 2026, and including the audit of the Company’s consolidated financial statements for the year ending December 31, 2026. The decision to retain RJI was approved by the Audit Committee.

During the Company’s two most recent fiscal years and through the date of this Current Report on Form 8-K, neither the Company, nor anyone on its behalf, consulted RJI regarding (A) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company by RJI that RJI concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue, or (B) any matter that was either (i) the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K under the Exchange Act), or (ii) a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
16.1		Letter from Deloitte & Touche LLP to the Securities and Exchange Commission dated April 3, 2026

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			ARCADIA BIOSCIENCES, INC.
Date:	April 3, 2026	By:	/s/ THOMAS J. SCHAEFER
			Thomas J. Schaefer, Chief Executive Officer

Filing Exhibits & Attachments

2 documents

Other Documents

• EX-16.1 EX-16.1 6.5 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 24.3 KB