Arcadia Biosciences, Inc. filings document the company's plant-based products business, operating results, governance matters, and capital structure. Its 8-K reports cover material agreements, inducement transactions involving preferred investment options and common stock, shareholder voting matters, board changes, and changes in the company's independent registered public accounting firm.
Arcadia's proxy and periodic disclosures address executive compensation, board governance, internal control over financial reporting, going-concern risk language, and other risks associated with recurring losses, cash use, financing needs, and public-company compliance.
Arcadia Biosciences, Inc. is calling a virtual 2026 annual stockholder meeting on September 10, 2026 at 1:00 p.m. Central Time. Holders of common stock as of the July 29, 2026 record date, when 2,409,211 shares were outstanding, may vote.
Stockholders will elect one Class II director (incumbent Gregory D. Waller) and vote on: (1) approving, under Nasdaq Listing Rule 5635(d), the potential issuance of up to 3,993,296 shares of common stock upon exercise of Series A‑1 preferred investment options sold in a June 12, 2026 private placement, which could provide up to approximately $3.5 million in gross proceeds if fully exercised for cash; (2) approving the 2026 Omnibus Equity Incentive Plan; and (3) authorizing a reverse stock split at a ratio between 1‑for‑2 and 1‑for‑10, at the Board’s discretion before June 30, 2027, to help regain compliance with Nasdaq’s $1.00 minimum bid requirement following an August 4, 2026 deficiency notice.
Additional items include a nonbinding advisory vote on executive compensation, ratification of Ramirez Jimenez International CPAs as independent auditors for 2026, and an adjournment proposal. The Board, which has five members (four deemed independent), recommends voting FOR all proposals. Significant investors include Sabby Volatility Warrant Master Fund and Armistice Capital Master Fund, each limited to 9.9% beneficial ownership by agreement.
Arcadia Biosciences, Inc. reported that Nasdaq notified the company on August 4, 2026 that its common stock no longer meets the $1.00 per share Minimum Bid Price Requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). The determination was based on the closing bid price over the 30 consecutive business days from June 22, 2026 to August 3, 2026. The stock will continue trading on Nasdaq under the symbol RKDA during an initial 180-day compliance period ending February 1, 2027. To regain compliance, the closing bid price must be at least $1.00 for at least ten consecutive business days, and Nasdaq may require a longer period. If still noncompliant, Arcadia may qualify for an additional 180-day period, potentially including a reverse stock split. The company states it will monitor its bid price and evaluate options, while cautioning there is no assurance it will regain or maintain Nasdaq compliance.
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.