DAVIS,
Calif., March 2, 2023 /PRNewswire/ -- Arcadia
Biosciences, Inc.® (Nasdaq: RKDA), a producer and
marketer of innovative, plant-based health and wellness products,
announced today that it has entered into securities purchase
agreements for the purchase and sale of 666,334 shares of its
common stock (or common stock equivalents), Series A preferred
investment options to purchase up to an aggregate of 666,334 shares
of common stock and Series B preferred investment options to
purchase up to an aggregate of 666,334 shares of common stock at a
purchase price of $9.00 per
share of common stock (or common stock equivalent) and
associated preferred investment options in a private placement
priced at a premium to market under Nasdaq rules.
H.C. Wainwright & Co. is acting as the exclusive placement
agent for the offering.
Each share of common stock (or common stock equivalent) was sold
in the private placement together with a Series A preferred
investment option to purchase one share of common stock and a
Series B preferred investment option to purchase one share of
common stock. The Series A preferred investment options have an
exercise price of $9.00 per share of common stock and
will be exercisable immediately upon issuance for a period of five
years from the date of issuance. The Series B preferred investment
options have an exercise price of $9.00 per share of
common stock and will be exercisable immediately upon issuance for
a period of eighteen months from the date of issuance.
The aggregate gross proceeds to the company from the offering
are expected to be approximately $6.0
million before deducting placement agent fees and other
offering expenses. Arcadia intends
to use the net proceeds from the offering to support Project
Greenfield, its three-year plan to unlock the company's potential
and create a path to profitability. Project Greenfield aligns
company resources around several key goals, including expanding
retail for the company's GoodWheat™ high-fiber pasta,
expanding GoodWheat to additional categories through launches,
acquisitions and partnerships, driving growth on Zola coconut water
and maintaining an agile organization to cultivate next-generation
wellness products.
The offering is expected to close on or about March 6, 2023, subject to the satisfaction of
customary closing conditions.
Arcadia has also agreed to
amend certain existing preferred investment options to purchase up
to an aggregate of 178,132 shares of the company's common stock
held by the investors that were previously issued in September 2019 through August 2022 and have exercise prices ranging from
$37.35 to $300.80 per share by reducing the exercise price
of the preferred investment options to $9.00 per share.
The securities described above were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended and Regulation D promulgated thereunder and, along with the
shares of common stock underlying the Series A preferred investment
options and Series B 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. Under an agreement with the investors,
Arcadia agreed to file an initial
registration statement with the SEC covering the resale of the
shares of common stock to be issued to the investors (including the
shares of common stock issuable upon the exercise of the Series A
preferred investment options and Series B preferred investment
options) no later than April 3, 2023
and to use commercially reasonable efforts to have the registration
statement declared effective as promptly as practical thereafter,
and in any event no later than 90 days following the date of the
agreement in the event of a "full review" by the SEC.
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.
With origins as a trailblazing developer of science-based
approaches to enhancing the quality and nutritional value of crops
and food ingredients, Arcadia Biosciences (Nasdaq: RKDA) is now a
producer of innovative, plant-based health and wellness products,
including GoodWheat™, Soul Spring™, ProVault™ and Zola®
coconut water. The company's growing number of offerings are
designed to enhance quality and health benefits in an array of
consumer product categories. For more information,
visit www.arcadiabio.com.
Note Regarding Forward-Looking Statements This press
release contains forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995, including
statements relating to the company's expectations regarding the
completion of the private placement, satisfaction of closing
conditions and use of proceeds therefrom. Forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially, and reported results should
not be considered as an indication of future performance. These
risks and uncertainties include, without limitation, market and
other conditions, the future capital requirements of the company
are different than expected, the closing conditions related to the
private placement are not satisfied and other risks set forth in
the company's filings with the Securities and Exchange Commission
from time to time, including the risks set forth in the company's
annual report on Form 10-K for the year ended December 31, 2021 and other filings. These
forward-looking statements speak only as of the date hereof, and
Arcadia Biosciences, Inc. disclaims any obligation to update these
forward-looking statements, except as required by law.
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SOURCE Arcadia Biosciences, Inc.
