Arcadia Biosciences (RKDA) completes $4M private placement with warrants and options
Rhea-AI Filing Summary
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.
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Insights
Arcadia raises $4M via a structured private placement with significant warrant coverage.
Arcadia Biosciences completed a $4 million private placement using pre-funded warrants and Series A-1/A-2 preferred investment options, each tied to up to 3,883,496 common shares. The structure emphasizes equity-linked financing rather than straight common stock issuance.
The securities include low exercise prices—$0.0001 for pre-funded warrants and $0.91 for the options—and beneficial ownership caps of 4.99% or 9.99%. Future dilution will depend on option and warrant exercises, stockholder approval for Series A-1, and effectiveness of the resale registration statement.
H.C. Wainwright received cash fees of 7% plus a 1% management fee on gross proceeds and 271,845 placement agent options at $1.2875. Subsequent company filings may provide more clarity on how these instruments affect share count and capital structure over time.
8-K Event Classification
Key Figures
Key Terms
pre-funded warrants financial
preferred investment options financial
Resale Registration Statement regulatory
Variable Rate Transaction financial
Stockholder Approval regulatory
accredited investor regulatory
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
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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).
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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 1.01 Entry into a Material Definitive Agreement.
On June 11, 2026, Arcadia Biosciences, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional accredited investor (the “Purchaser”) for the sale and issuance in a private placement (the “Private Placement”) of (i) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 3,883,496 shares (“Pre-Funded Warrant Shares”) of common stock of the Company (“Common Stock”), (ii) Series A-1 preferred investment options (the “Series A-1 Investment Options”) to purchase up to a total of 3,883,496 shares of Common Stock (“Series A-1 Option Shares”), and (iii) Series A-2 preferred investment options (the “Series A-2 Investment Options” and together with the Series A-1 Investment Options, the “Investment Options”) to purchase up to a total of 3,883,496 shares of Common Stock (“Series A-2 Option Shares” and together with the Series A-1 Option Shares and Pre-Funded Warrant Shares, the “Option Shares”), at a purchase price of $1.0299 per Pre-Funded Warrant and accompanying Investment Options. Gross proceeds from the sale of the Pre-Funded Warrants and Investment Options are expected to be approximately $4 million, before deducting offering costs and expenses. The closing of the sale of the Pre-Funded Warrants and Investment Options took place on June 12, 2026 (the "Closing Date").
Each Pre-Funded Warrant sold in the Private Placement is exercisable for one share of Common Stock at an exercise price of $0.0001 per share, is immediately exercisable, and will not expire until fully exercised. The Series A-1 Preferred Investment Options have an exercise price of $0.91 per share, will be exercisable on and after the Stockholder Approval Date (as defined below) and will expire five years after the Stockholder Approval Date. The Series A-2 Investment Options will be exercisable immediately upon issuance, will expire 24 months following the effective date of the registration statement described below, and have an exercise price of $0.91 per share. If no effective registration statement is available to register the Common Stock issuable upon the exercise of the Investment Options or Placement Agent Investment Options, the holders may exercise by means of a “cashless exercise” procedure, and the Pre-Funded Warrants may also be exercised by means of a cashless exercise procedure.
Under the terms of the Pre-Funded Warrants, Investment Options and Placement Agent Investment Options, a holder (together with its affiliates) may not exercise any portion of the Pre-Funded Warrant, Investment Option or Placement Agent Investment Option (as applicable) to the extent that the holder would beneficially own more than 4.99% (or 9.99% at the election of the holder) of the outstanding Common Stock immediately after exercise, which percentage may be changed at the holder’s election to a lower percentage at any time or to a higher percentage not to exceed 9.99%, provided that any such increase shall be effective upon 61 days’ prior notice to the Company. In addition, in certain circumstances, upon a fundamental transaction (as defined in the Pre-Funded Warrant or Investment Options), a holder of Pre‑Funded Warrants or Investment Options will be entitled to receive, upon exercise of the Pre-Funded Warrants or Investment Option, the kind and amount of securities, cash or other property that such holder would have received had they exercised the Pre-Funded Warrants or Investment Option immediately prior to the fundamental transaction. The Investment Options and Placement Agent Options also provide that, in the event of certain kinds of fundamental transactions, including, among other things, certain kinds of mergers or consolidations, sale of all or substantially all of our assets or certain stock sale transactions, then in certain circumstances the holder of such Investment Options or Placement Agent Options has the option, by delivering a notice within 30 days after the closing of such fundamental transaction, to require us to pay to such holders an amount of cash equal to the Black-Scholes value of the Investment Option or Placement Agent Option, calculated as provided therein.
With respect to the Series A-1 Investment Options, the Purchase Agreement requires the Company to hold an annual or special meeting of stockholders on or prior to the date that is 90 days after the Closing Date for the purpose of obtaining such approvals as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) from the stockholders of the Company with respect to the issuance of all the Series A-1 Investment Options and the Series A-1 Option Shares upon the exercise of the Series A-1 Investment Options (“Stockholder Approval” and the date on which Stockholder Approval is received and deemed effective under Delaware law, the “Stockholder Approval Date”), with the recommendation of the Board of Directors of the Company that such proposals are approved, and provides that the Company will solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement, and that all management appointed proxyholders will vote their proxies in favor of such proposals. If the Company does not obtain Stockholder Approval at the first meeting, the Company is required to call a meeting every 90 days thereafter to seek Stockholder Approval until the earlier of the date on which Stockholder Approval is obtained or the Investment Options are no longer outstanding.
The Purchase Agreement contains representations and warranties of the Company and the Purchaser and covenants that the Company believes are typical for transactions of this type. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock or Common Stock equivalents, or the filing of any registration statement, during the 60-day period following the date on which the Resale Registration Statement (as defined below) covering the resale of all Pre-Funded Warrant Shares and Option Shares has been declared effective, subject to certain customary exceptions. The Company also agreed, for a period of one year after the effective date of the Resale Registration Statement, not to effect or enter into an agreement to effect a "Variable Rate Transaction" as defined in the Purchase Agreement, subject to an exception. In addition, the Purchase Agreement contains customary conditions precedent to the Purchaser’s obligation to purchase the Pre-Funded Warrants and Investment Options. The Purchase Agreement obligates the Company to indemnify the Investors and various related parties for certain losses, including those resulting from (i) any breach of any representations, warranties, covenants or agreements made by the Company in the Purchase Agreement or any other Transaction Documents (as defined in the Purchase Agreement), and (ii) certain claims by certain third parties with respect to any of the transactions contemplated by the Transaction Documents. The Purchase
Agreement contains representations and warranties that the parties made to, and were solely for the benefit of, the other signatories to the Purchase Agreement in the context of all of the terms and conditions thereof and in the context of the specific relationship between the parties to the Purchase Agreement. The provisions of the Purchase Agreement, including the representations and warranties contained therein, are not for the benefit of any party other than the party signatories thereto and are not intended for investors and the public to obtain factual information about the current state of affairs of the parties to the Purchase Agreement.
Also on January 11, 2026, and in connection with the Private Placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file a registration statement (the “Resale Registration Statement”) with the SEC within 15 days after the date of the Registration Rights Agreement for purposes of registering the resale of the Option Shares. The Company also agreed to use its best efforts to cause this registration statement to be declared effective by the SEC within 45 days after the date of the Registration Statement (or 75 days in the event of a “full review” of the registration statement by the SEC). If the Company fails to meet the specified filing deadlines or keep the Resale Registration Statement effective, subject to certain permitted exceptions, the Company will be required to pay damages to the Purchaser. The Company also agreed, among other things, to indemnify the selling holder under the Resale Registration Statement from certain liabilities and to pay all fees and expenses incident to the Company’s performance of or compliance with the Registration Rights Agreement.
The Company previously engaged H.C. Wainwright & Co., LLC (“Wainwright”) to act as its exclusive placement agent in connection with the transactions described above. In consideration for its services, the Company paid Wainwright a cash fee equal to 7.0% of the aggregate gross proceeds received from the issuance of the Pre-Funded Warrants and Investment Options in the Private Placement. In addition, the Company paid Wainwright a management fee equal to 1.0% of the aggregate gross proceeds raised in the Private Placement and reimbursed Wainwright up to $50,000 for legal expenses and $25,000 for non-accountable expenses. The Engagement Letter includes indemnity and other customary provisions for transactions of this nature.
The Company also issued to Wainwright or its designees placement agent unregistered preferred investment options (the “Placement Agent Options”) to up to an aggregate of 271,845 shares of Common Stock ("Placement Agent Option Shares") at an exercise price of $1.2875 per share. The Placement Agent Options are exercisable immediately upon issuance and will expire on the fifth anniversary of the effective date of the Resale Registration Statement.
The foregoing description of the Purchase Agreement, the Pre-Funded Warrants, the Investment Options, the Registration Rights Agreement, and the Placement Agent Investment Options is not complete and is qualified in its entirety by references to the forms of such documents, copies of which are filed as exhibits to this report and are incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosures in Item 1.01 of this Form 8-K are incorporated by reference into this Item 3.02 in their entirety. The Pre-Funded Warrants, Investment Options, Option Shares, Placement Agent Investment Options and Placement Agent Option Shares described in Item 1.01 above were not registered under the Securities Act of 1933, as amended (the “Securities Act”) and were offered in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws. Each investor represented, among other matters, that it was an accredited investor as defined in Regulation D promulgated under the Securities Act, and that the investor was purchasing the Securities for investment and not for resale.
Item 7.01 Regulation FD Disclosure.
On January 11, 2026, the Company issued a press release disclosing the Private Placement transaction referenced above. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information furnished herein, including Exhibit 99.1 and 99.2, is not deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section. This information will not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates them by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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Description |
4.1 |
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Form of Pre-Funded Warrant |
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Form of Series A-1 Preferred Investment Option |
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Form of Series A-2 Preferred Investment Option |
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Description |
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Form of Placement Agent Preferred Investment Option |
10.1 |
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Form Securities Purchase Agreement |
10.2 |
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Form of Registration Rights Agreement |
99.1 |
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Press release dated June 11, 2026 |
99.2 |
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Press release dated June 12, 2026 |
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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.
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ARCADIA BIOSCIENCES, INC. |
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Date: |
June 15, 2026 |
By: |
/s/ THOMAS J. SCHAEFER |
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Thomas J. Schaefer, Chief Executive Officer |
Exhibit 99.1
Arcadia Biosciences (RKDA) Announces $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules
DALLAS, June 11, 2026 - 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
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Exhibit 99.2
Arcadia Biosciences (RKDA) Announces Closing of $4 Million Private Placement Priced At-The-Market Under Nasdaq Rules
DALLAS, June 12, 2026 - Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative wellness products, announced today the closing of its previously announced private placement priced at-the-market under Nasdaq rules 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.
H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.
The Series A-1 preferred investment options 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 have an exercise price of $0.91 per share, are 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 were 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 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 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
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