Arcadia Biosciences Reports Material Agreement & Control Change

TL;DR

Arcadia Biosciences just filed an 8-K detailing a material agreement, change in control, and exec changes. Big moves happening.

AI Summary

Arcadia Biosciences, Inc. announced on December 4, 2024, a material definitive agreement and a change in control. The company also reported the departure of directors or certain officers, the election of new directors, and the appointment of certain officers, along with compensatory arrangements. This filing also includes Regulation FD disclosures and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a change in control and executive appointments, which could impact the company's strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Changes in control and executive departures often signal significant strategic shifts or potential instability, warranting closer investor scrutiny.

Key Numbers

• 001-37383 — Commission File Number (Identifies the company's SEC filing history.)
• 81-0571538 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Arcadia Biosciences, Inc. (company) — Registrant
• December 04, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• 5950 Sherry Lane Suite 215 (address) — Principal Executive Offices
• Dallas, Texas (location) — Principal Executive Offices City and State
• 75225 (zip_code) — Principal Executive Offices Zip Code

FAQ

Key Financial Figures

• $750,000 — plated thereby not to exceed a total of $750,000. If the Partnership terminates the Exch
• $500,000 — ase resulting in a failure to close, or $500,000 upon the Company entering into an Alter

Filing Documents

• rkda-20241204.htm (8-K) — 78KB
• rkda-ex2_1.htm (EX-2.1) — 820KB
• rkda-ex99_1.htm (EX-99.1) — 62KB
• img192114479_0.jpg (GRAPHIC) — 3KB
• img192114479_1.jpg (GRAPHIC) — 102KB
• 0000950170-24-133817.txt ( ) — 1353KB
• rkda-20241204.xsd (EX-101.SCH) — 24KB
• rkda-20241204_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 4, 2024, Arcadia Biosciences, Inc., a Delaware corporation ("Arcadia" or the "Company"), Roosevelt Resources, LP, a Texas limited partnership ("Roosevelt" or the "Partnership"), and certain other parties entered into a Securities Exchange Agreement (the "Exchange Agreement") providing for the combination of the two companies in an all-stock transaction. Under the terms of the Exchange Agreement, Arcadia will issue to the partners of Roosevelt shares of Arcadia common stock ("Common Stock") at the closing of the transaction in exchange for all of the equity interests in Roosevelt (the "Exchange"). Following the closing of the transaction and the effective time of the Exchange (the "Effective Time"), the current equity owners of Roosevelt and the Arcadia stockholders before the closing are expected to own, immediately after the closing, approximately 90% and 10%, respectively, of the outstanding shares of Common Stock of the Company, subject to certain possible adjustments as provided in the Exchange Agreement, and the Partnership will continue as a wholly-owned subsidiary of the Company. The Exchange Agreement and related transactions have been approved by the board of directors of Arcadia. Roosevelt is a privately-held, Dallas, Texas based exploration and production company. The Partnership's management team includes experienced oil and gas professionals with an extensive background in development of major oil and natural gas projects. The Partnership's primary asset is a carbon capture utilization and storage ("CCUS") oil and natural gas project spanning 16,208 (13,892 net) contiguous acres on the Northwest Shelf of the Texas Permian Basin, that Roosevelt plans to develop in the future. Following the Closing and the Effective Time, the management of the Company is expected to include the current executive officers of Roosevelt, including Elliot "Tony" Roosevelt, Jr., as Chief Executive Officer,

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. To the extent this Item is applicable, the information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. To the extent required by this Item, the information included in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 5, 2024, Arcadia issued a press release announcing the signing of the Exchange Agreement. A copy of the press release announcing the signing of the Exchange Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference , except that the information contained on the websites referenced in the press release is not incorporated herein by reference. The Company plans to hold a live webcast presentation to discuss the proposed transaction, at 1:30 p.m. Eastern time on December 11, 2024. The conference call and webcast may be accessed by using the options described in the press release furnished as Exhibit 99.1 to this Report. An audio-only of the conference call will be available, with a link posted in the Investors section of Arcadia's website. The related slide presentation will be available in the Investors section of the Company's website at webcast www.arcadiabio.com . Following completion of the call, a recorded replay will be available on the Company's investor website. The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act , except as expressly set forth by specific reference in such filing. Cautionary Statement Regarding Forward-Looking Information This Current Report on Form 8-K (the "Report") contains forward-looking statements within the meaning of the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995, about Arcadia and Roosevelt. Forward-looking statements are all statements other than statements of historical facts. The words "anticipate

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1* Securities and Exchange Agreement dated as of December 4, 2024. 99.1 Press release dated December 5, 2024. * Exhibits and/or schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted exhibits and schedules upon request by the SEC; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any exhibits or schedules so furnished.

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: December 5, 2024 By: /s/ Mark Kawakami Mark Kawakami, Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR