DAVIS, Calif., Aug. 12, 2022 /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 with a single healthcare-focused institutional investor for the purchase and sale of 4,722,506 shares of its common stock (or common stock equivalents) at a purchase price of $1.05876 per share in a registered direct offering priced at-the-market under Nasdaq rules. In addition, the company agreed to issue to the investor in the offerings unregistered preferred investment options to purchase up to an aggregate of 4,722,506 shares of common stock. The unregistered investment options will be exercisable immediately upon issuance at an exercise price of $0.93376 per share and will expire five years from the date of issuance.
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The aggregate gross proceeds to Arcadia of both offerings are expected to be approximately $5 million before deducting placement agent fees and other offering expenses. The company intends to use the net proceeds from the offerings 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 GoodWheatTM high-fiber pasta, driving growth in its other core brands and partnerships and maintaining an agile organization to cultivate next-generation wellness products.
The registered direct offering is expected to close on or about August 16, 2022, subject to the satisfaction of customary closing conditions.
The shares of common stock (or common stock equivalents), excluding the investment options and the shares of common stock underlying the investment options, are being offered by Arcadia pursuant to a "shelf" registration statement on Form S-3 (File No. 333-264425) previously filed with the U.S. Securities and Exchange Commission (SEC) on April 21, 2022, and declared effective by the SEC on May 12, 2022. Such shares of common stock may be offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC's website at www.sec.gov. Alternatively, when available, electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained from H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022, by email at firstname.lastname@example.org or by phone at (646) 975-6996.
The unregistered investment options described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (Act) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the investment options, have not been registered under the Act or applicable state securities laws. Accordingly, the investment options and the shares of common stock underlying the investment options may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. Arcadia has agreed to file a registration statement with the SEC covering the resale of the unregistered shares issuable upon exercise of the investment options.
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.
Since 2002, Arcadia Biosciences (Nasdaq: RKDA) has been innovating crops to provide high-value, healthy ingredients to meet consumer demands for healthier choices. With its roots in agricultural innovation, Arcadia cultivates next-generation wellness products that make every body feel good, inside and out. The company's food, beverage and body care products include GoodWheat™, Zola® coconut water, ProVault™ topical pain relief and SoulSpring™ bath and body care. For more information, visit www.arcadiabio.com.
Safe Harbor Statement
"Safe Harbor" statement under the Private Securities Litigation Reform Act of 1995: This press release contains forward-looking statements about the company, including statements relating to the company's expectations regarding the completion of the offering, 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 registered direct offering 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 section entitled "Risk Factors" and additional information that will be set forth in its 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. undertakes no duty to update this information.
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