Arcadia Biosciences Acquires Full Control of Specialty Products Unit

TL;DR

Arcadia Biosciences just bought out its partner for $1.5M, now owns 100% of Specialty Products.

AI Summary

Arcadia Biosciences, Inc. announced on May 14, 2024, the completion of its acquisition of the remaining 50% interest in Arcadia Specialty Products, LLC from its joint venture partner, for a purchase price of $1.5 million. This transaction consolidates full ownership of Arcadia Specialty Products under Arcadia Biosciences, Inc.

Why It Matters

This acquisition allows Arcadia Biosciences to fully integrate and control its specialty products division, potentially leading to streamlined operations and strategic decision-making.

Risk Assessment

Risk Level: low — The filing details a straightforward acquisition of a joint venture stake for a stated amount, with no immediate indication of significant new risks.

Key Numbers

• $1.5M — Purchase Price (Arcadia Biosciences acquired the remaining 50% of Arcadia Specialty Products, LLC for this amount.)
• 50% — Acquired Stake (Arcadia Biosciences acquired the remaining 50% interest in Arcadia Specialty Products, LLC.)

Key Players & Entities

• Arcadia Biosciences, Inc. (company) — Registrant
• Arcadia Specialty Products, LLC (company) — Acquired Entity
• $1.5 million (dollar_amount) — Purchase Price
• May 14, 2024 (date) — Transaction Date

FAQ

Key Financial Figures

• $2,000,000 — sets") and Arcadia transferred to Buyer $2,000,000 of cash. The Purchase Agreement include
• $6,000,000 — and in the original principal amount of $6,000,000 ("Promissory Note"). The Promissory Not

Filing Documents

• rkda-20240514.htm (8-K) — 47KB
• rkda-ex10_1.htm (EX-10.1) — 527KB
• rkda-ex10_2.htm (EX-10.2) — 101KB
• rkda-ex10_3.htm (EX-10.3) — 126KB
• rkda-ex99_1.htm (EX-99.1) — 495KB
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• 0000950170-24-062449.txt ( ) — 1615KB
• rkda-20240514.xsd (EX-101.SCH) — 24KB
• rkda-20240514_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 14, 2024, Arcadia Biosciences, Inc. ("Arcadia") and its wholly-owned subsidiary Arcadia Wellness, LLC ("Wellness") entered into an Asset Purchase Agreement ("Purchase Agreement") with Above Food Corp., a corporation formed under the laws of Saskatchewan ("Parent"), and Above Food Ingredients Corp., a Delaware corporation and wholly owned subsidiary of Parent ("Buyer"). Pursuant to the Purchase Agreement, Arcadia and Wellness sold to Buyer certain assets relating to Arcadia's GoodWheat business ("Purchased Assets") and Arcadia transferred to Buyer $2,000,000 of cash. The Purchase Agreement includes a number customary provisions addressing matters such as closing deliverables, representations and warranties, covenants, survival of the representations and warranties for a period of time after the closing, and indemnification obligations. The transactions contemplated by the Purchased Agreement closed on May 14, 2024. As consideration for the Purchased Assets and the $2,000,000 cash payment, Parent and Buyer issued a promissory note, dated May 14, 2024, in favor of Arcadia and in the original principal amount of $6,000,000 ("Promissory Note"). The Promissory Note has a term of three years and accrues interest at the prime rate. On each of the first, second and third anniversaries of the Promissory Note, accrued interest and $2,000,000 of principal are payable to Arcadia. Buyer, Parent and Arcadia entered into a Security Agreement, dated May 14, 2024 ("Security Agreement"), pursuant to which Buyer and Parent granted Arcadia a security interest in certain Purchased Assets other than inventory to secure Buyer's and Parent's obligations to Arcadia under the Promissory Note. The preceding description of the Purchase Agreement, the Promissory Note and the Security Agreement does not purport to be complete, and is qualified in its entirety by reference to the Purchase Agreement, the Promissory Note and the Secu

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 10.1* + Asset Purchase Agreement 10.2 Promissory Note 10.3 Security Agreement 99.1 Unaudited pro forma consolidated financial information 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits upon request by the SEC. + Certain marked information has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed.

SIGNATURES

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: May 20, 2024 By: /s/ THOMAS J. SCHAEFER Thomas J. Schaefer, Chief Financial Officer

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View this 8-K filing on SEC EDGAR