Arcadia Biosciences Terminates Material Agreement

TL;DR

Arcadia Biosciences terminated a key deal on Dec 24th. Big implications coming.

AI Summary

Arcadia Biosciences, Inc. filed an 8-K on December 29, 2025, reporting the termination of a material definitive agreement as of December 24, 2025. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Dallas, Texas.

Why It Matters

The termination of a material definitive agreement can significantly impact a company's operations, financial standing, and future strategic direction.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement often signals significant business changes or disputes, introducing uncertainty.

Key Players & Entities

• Arcadia Biosciences, Inc. (company) — Registrant
• December 24, 2025 (date) — Date of earliest event reported
• December 29, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of Incorporation
• Dallas, Texas (location) — Principal Executive Offices

FAQ

Filing Documents

• rkda-20251224.htm (8-K) — 55KB
• rkda-ex99_1.htm (EX-99.1) — 16KB
• img192114479_0.jpg (GRAPHIC) — 9KB
• 0001193125-25-335410.txt ( ) — 216KB
• rkda-20251224.xsd (EX-101.SCH) — 44KB
• rkda-20251224_htm.xml (XML) — 5KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement As previously disclosed in the reports and other materials previously filed by Arcadia Biosciences, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission"), 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 (the "Exchange"), subject to a number of conditions and required actions. Also as disclosed in the Company's previous filings with the Commission, on April 30, 2025, the parties to the Exchange Agreement entered into a First Amendment to Securities Exchange Agreement (the "Amendment"). The Amendment amended certain provisions of the Exchange Agreement regarding the parties' ability to terminate the Exchange Agreement (the "Termination Provisions"), including without limitation the following: the "Termination Date" provided for in the Termination Provisions, which allowed either the Company or Roosevelt to terminate the Exchange Agreement by means of notice to the other party if the Closing (as defined in the Exchange Agreement) did not occur by May 15, 2025, was amended to be August 15, 2025. On December 24, 2025, the Company received a notice from Roosevelt indicating that it was terminating the Exchange Agreement with immediate effect pursuant to the Termination Provisions, as the Closing of the Exchange had not occurred by the Termination Date specified in the Amendment. The Company does not believe that any break-up fee or similar payment will be payable by either party in connection with termination of the Exchange Agreement.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 26, 2025, Arcadia issued a press release regarding receipt of the notice from Roosevelt terminating the Exchange Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 99.1 Press Release dated December 26, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) kkkk

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 thereunto duly authorized. ARCADIA BIOSCIENCES, INC. Date: December 29, 2025 By: /s/ THOMAS J. SCHAEFER Thomas J. Schaefer, Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR