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Armistice Capital, LLC and Steven Boyd report beneficial ownership of Arcadia Biosciences, Inc. common stock. They report beneficial ownership of 267,392 shares, representing 9.99% of the outstanding common stock. All 267,392 shares are subject to shared voting and shared dispositive power, with no sole voting or dispositive power reported. The shares are held by Armistice Capital Master Fund Ltd., for which Armistice Capital acts as investment manager pursuant to an Investment Management Agreement. Steven Boyd, as managing member of Armistice Capital, may also be deemed to beneficially own these securities.
Arcadia Biosciences, Inc. reported Q2 2026 product revenues of $1.4 million, essentially flat versus Q2 2025, all from Zola coconut water. For the first six months of 2026, revenues were $2.5 million, down modestly from the prior-year period.
The company generated a Q2 2026 net loss attributable to common stockholders of $6.3 million and a year‑to‑date loss of $10.7 million, driven by a $5.4 million valuation loss on the June 2026 PIPE financing, a $2.9 million loss on the January 2026 inducement offer, unrealized losses on AFII shares, and issuance and offering costs. Selling, general and administrative expenses declined sharply year over year, reflecting lower M&A and employee costs.
At June 30, 2026, cash and cash equivalents were $4.2 million, total assets $5.9 million, and stockholders’ equity $0.6 million, with $3.6 million of warrant and option liabilities. Management states that existing cash will not meet anticipated needs for at least 12 months, raising substantial doubt about the ability to continue as a going concern absent additional financing or asset sales.
Arcadia Biosciences, Inc. reported second-quarter and first-half 2026 results, showing relatively stable revenues but significantly higher net losses driven largely by financing-related and fair value items. Total revenues were $1.4 million for the quarter and $2.5 million for the first half, down modestly year over year, primarily due to low inventory and shipping delays affecting Zola sales. Second-quarter loss from continuing operations was $0.5 million, but net loss attributable to common stockholders widened to $6.3 million, and to $10.7 million for the first half, reflecting unrealized losses on Above Food stock, a $5.4 million valuation loss on the June 2026 PIPE, a $2.9 million loss on the January 2026 inducement offer, and offering costs, partly offset by gains on warrant and option liabilities.
Operating trends were more favorable: cash used in operating activities was only $319,000 in the quarter, SG&A expenses declined by $1.0 million in the quarter and $1.6 million in the first half versus 2025, and cash and cash equivalents rose to $4.2 million at June 30, 2026, supported by a $4.0 million PIPE and additional financing. Management highlighted strong recent Zola sales momentum and multiple product launches planned through 2027, while also disclosing that additional funding will be required to continue operations and planned activities and that any further equity financing could dilute existing stockholders.
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.