Arcadia Biosciences Files 8-K on Shareholder Nominations & Events

TL;DR

Arcadia Biosciences filed an 8-K on Oct 22, 2025, covering shareholder nominations and other events.

AI Summary

Arcadia Biosciences, Inc. filed an 8-K on October 24, 2025, reporting events as of October 22, 2025. The filing includes information on Shareholder Nominations Pursuant to Exchange Act Rule 14a-11, Other Events, and Financial Statements and Exhibits. The company is incorporated in Delaware and its principal executive offices are located in Dallas, Texas.

Why It Matters

This 8-K filing signals potential changes or significant events related to shareholder nominations and other corporate matters for Arcadia Biosciences, Inc.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of corporate events and does not immediately indicate significant financial distress or operational risk.

Key Players & Entities

• Arcadia Biosciences, Inc. (company) — Registrant
• October 22, 2025 (date) — Date of earliest event reported
• October 24, 2025 (date) — Date of Report
• Delaware (jurisdiction) — State of Incorporation
• Dallas, Texas (location) — Address of Principal Executive Offices

FAQ

Filing Documents

• rkda-20251022.htm (8-K) — 58KB
• 0001193125-25-249854.txt ( ) — 190KB
• rkda-20251022.xsd (EX-101.SCH) — 42KB
• rkda-20251022_htm.xml (XML) — 5KB

08 Shareholder Director Nominations

Item 5.08 Shareholder Director Nominations The Board of Directors of Arcadia Biosciences, Inc. (the "Company") has determined that the Company's 2025 annual meeting of stockholders will be held on December 19, 2025 (the "2025 Annual Meeting"). The time and location of the 2025 Annual Meeting, and the matters to be considered, will be as set forth in the Company's definitive proxy statement for the 2025 Annual Meeting to be filed with the Securities and Exchange Commission (the "SEC"). The 2025 Annual Meeting, and any definitive proxy statement relating to the 2025 Annual Meeting, are separate from and do not relate to any special meeting of stockholders to be held relating to the transactions contemplated by the previously-announced Securities Exchange Agreement with Roosevelt Resources, LP, dated as of December 4, 2024 (such agreement as amended and as it may be amended, referred to as the "Exchange Agreement"), and the proxy statement/prospectus included in the registration statement on Form S-4 previously filed by the Company with the SEC pursuant to the Securities Act of 1933, as amended, relating to the transactions contemplated by the Exchange Agreement, in such form as may be included in the registration statement if and when it is declared effective by the SEC. Because the expected date of the 2025 Annual Meeting represents a change of more than 30 calendar days from the date of the anniversary of the Company's 2024 annual meeting of stockholders, the Company is informing stockholders of this change and the updated deadlines for stockholders to submit qualified proposals intended for inclusion in our proxy statement or nominations for director, or other proposals for consideration at the 2025 Annual Meeting, in accordance with the rules and regulations of the SEC, including without limitation stockholder proposals pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the Company's Bylaws. Accordingly, to be timely, stockhold

01 Other Events

Item 8.01 Other Events. The information in Item 5.08 above concerning the Company's 2025 Annual Meeting and the date for stockholders to submit nominations for director or proposals to be considered for inclusion in the Company's proxy statement relating to the 2025 Annual Meeting is hereby incorporated by reference into this Item. No Offer or Solicitation As previously reported on a Report on Form 8-K filed by the Company with the SEC on December 4, 2024, the Company, Roosevelt Resources, LP, a Texas limited partnership ("Roosevelt"), 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, at the closing of the transactions contemplated by the Exchange Agreement, Arcadia will issue to the partners of Roosevelt shares of Arcadia common stock in exchange for all of the equity interests in Roosevelt (the "Exchange"). This Report, including the information contained herein and the exhibits filed or furnished herewith, is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed Exchange transaction with Roosevelt or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an exemption therefrom.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description Exhibit 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 24, 2025 By: /s/ Thomas J. Schaefer Thomas J. Schaefer, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR