Arcadia Biosciences announces $25.1 million private placement

Date:01-29-2021

Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a leader in science-based approaches to enhancing the quality and nutritional value of crops and food ingredients, recently announced that it has entered into definitive agreements with several institutional and other accredited investors for the purchase of 7,876,784 shares of its common stock at a purchase price per share of $3.1925, in a private placement priced at-the-market under Nasdaq rules. Additionally, Arcadia has also agreed to issue to the investors warrants to purchase up to 3,938,392 shares of common stock. The warrants to purchase 3,938,392 shares of common stock have an exercise price of $3.13 per share, will be immediately exercisable and will expire five and one-half years from the issue date. The closing of the offering is expected to occur on or about January 27, 2021, subject to the satisfaction of customary closing conditions.

The gross proceeds to Arcadia, before deducting placement agent fees and other offering expenses, are expected to be approximately $25.1 million. The potential gross proceeds from the exercise of the warrants, if fully exercised on a cash basis, will be approximately $12.3 million. No assurance can be given that any of the warrants will be exercised. Arcadia intends to use the net proceeds from the offering for general corporate purposes, which include building its global GoodWheat™ family of consumer brands, development of its e-commerce, direct-to-consumer digital marketing infrastructure to launch its Three Farm Daughters™ branded pasta and flour products, and to fund its Archipelago Ventures™ Hawaiian hemp cultivation and mainland CBD extraction operations.

H.C. Wainwright & Co. is acting as exclusive placement agent for the offering.

The securities described above were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder, and the securities have not been registered under the Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Pursuant to a registration rights agreement with investors, Arcadia has agreed to file a resale registration statement covering the shares of common stock and shares of common stock underlying the warrants described above within 8 days.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, 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.