Arcadia Biosciences (RKDA) enters into business combination agreement with Roosevelt Resources in all-stock transaction

Arcadia Biosciences, Inc.^® (Nasdaq: RKDA) and Roosevelt Resources LP announced that they have entered into a definitive securities exchange agreement which, when completed, will combine the two companies in an all-stock transaction. Under the terms of the agreement, Arcadia will issue to the partners of Roosevelt shares of Arcadia common stock at the closing of the transaction in exchange for all of the equity interests in Roosevelt. Following the closing of the transaction, the current equity owners of Roosevelt and the Arcadia shareholders as of the closing are expected to own approximately 90% and 10%, respectively, of the outstanding shares of Arcadia, subject to certain possible adjustments as provided in the definitive agreement.

″Since July 2023, Arcadia has been undergoing a strategic review with external advisors to evaluate the best alternatives for maximizing shareholder value,″ said T.J. Schaefer, president and CEO of Arcadia. ″During that time, we have streamlined our operations to focus on Zola^® coconut water, reduced operating expenses and generated non-dilutive capital through the sale of our GoodWheat™ brand and our wheat IP. After a comprehensive and prolonged review, we have concluded that a business combination with Roosevelt Resources is the best alternative to create value for Arcadia and its shareholders.″

Roosevelt is a privately held, Dallas, Texas based exploration and production company led by industry veteran Elliott ″Tony″ Roosevelt, Jr. and his team of experienced oil and gas professionals with an extensive background in development of major oil and natural gas projects. Roosevelt’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 over the next 40+ years as an enhanced oil recovery (EOR) project reaching an anticipated peak production capacity in 2051 of 55,000 gross barrels of oil equivalent per day (boepd).

About the Proposed Transaction, Management and Organization

At the closing of the transaction and thereafter, the following are expected to occur:

• Arcadia will effectuate a change of its corporate name to Roosevelt Resources, Inc.

• Assuming Nasdaq approval of the company’s application for continued listing of its shares on the Nasdaq Capital Market, the company’s shares are expected to trade under a new trading symbol.

• Current management of Roosevelt will manage the combined entity with Tony Roosevelt serving as chief executive officer, Jimmy Hawkins serving as president and chief operations officer, and Jerrel Branson serving as chief financial officer.

• One or more members of Arcadia management and personnel may continue to assist in managing the existing on-going operations of Arcadia.

Timing and Approvals

The transaction is expected to close during the first quarter of 2025 or thereafter, and it is subject to customary closing conditions and regulatory approvals, including the filing and effectiveness of a registration statement to be filed by Arcadia with the Securities and Exchange Commission, approval by the Arcadia stockholders, at a special meeting of stockholders, of proposals relating to the proposed transaction, approval by Nasdaq of the shares to be issued in the transaction and continued listing of the common stock on the Nasdaq Capital Market, and other closing conditions.