Arcadia Biosciences, Inc.

Arcadia fell below Nasdaq's $1.00 minimum bid price requirement for a third time (after 2017 and 2022) -- the clearest sign yet of the company's prolonged distress following the Roosevelt merger's collapse.

listing compliance notice

Arcadia raised about $4 million in another pre-funded-warrant-and-options private placement, priced at $1.0299 per unit -- continued reliance on dilutive, option-heavy financing to stay funded after the failed Roosevelt merger.

capital raising announcement

Arcadia dismissed Deloitte as its independent auditor. Deloitte's own audit reports had carried a going-concern qualification over Arcadia's accumulated deficit and insufficient cash resources, and the company's 10-K disclosed material weaknesses in internal controls -- serious financial-health warning signs, even though there was no disagreement with Deloitte over accounting matters.

auditor change

Weeks after the Roosevelt deal collapsed, Arcadia induced holders of older investment options (originally priced at $9.00, issued across four financings from Dec 2020 through Mar 2023) to exercise at a steeply reduced $2.575, raising about $2.1 million -- in exchange, holders got new options at an even lower $2.325 strike -- another round of option-recycling to raise emergency cash.

capital raising announcement

Roosevelt terminated the Exchange Agreement -- the deal never closed by its extended deadline -- ending Arcadia's year-long attempt to reverse-merge in an oil-and-gas business. Neither side owes a break-up fee, but Arcadia remains a standalone shell facing the same cash constraints the S-4 had warned about.

material agreement termination

Amendment No. 1 to the registration statement for Arcadia's reverse takeover by Roosevelt Resources LP, now written around the April 25, 2025 first amendment to the exchange agreement. Arcadia would issue 12,303,360 shares to Roosevelt's limited partners, leaving them with 90% of the company and existing Arcadia shareholders with 10% - plus a reverse-split proposal on the same ballot - against a Northland fairness opinion that put an implied enterprise value of about $47 million on the Texas oil and gas business coming in.

business combination

The Roosevelt Exchange Agreement's termination deadline was pushed back three months, from May 15 to August 15, 2025 -- signaling the deal was taking longer to close than originally planned.

material agreement

This is the document in which Arcadia Biosciences stops being an agricultural company: it would issue 12,284,475 shares -- about $34.5 million at $2.77 -- to the partners of Roosevelt Resources LP, a Texas oil and gas partnership, in exchange for all of Roosevelt's equity, leaving Roosevelt's limited partners with roughly 90% of Arcadia and existing Arcadia shareholders with about 10% (contractually never less than 80/20). Shareholders were asked to approve a 1-for-2 to 1-for-5 reverse split alongside it, and Arcadia warned that without the deal or another funding source it could have to cut back, seek bankruptcy protection or dissolve.

business combination

Arcadia announced an all-stock business combination with Roosevelt Resources, LP, a Texas oil-and-gas exploration and production limited partnership formed in 2011 -- structured as a reverse merger in which Roosevelt's limited partners would end up owning approximately 90% of the combined company and existing Arcadia stockholders just 10%, effectively taking Roosevelt public through Arcadia's Nasdaq shell rather than a conventional biotech/ag transaction.

business combination

Arcadia exited its GoodWheat specialty-wheat business, selling the assets to Above Food Corp (through subsidiary Arcadia Wellness) -- and paying Above Food $2 million cash as part of the deal -- in exchange for a $6 million promissory note from Above Food, payable in three annual installments over three years and secured by the purchased assets. The unusual structure (paying cash to divest) suggests GoodWheat's ongoing costs outweighed a clean sale price.

asset acquisition disposition

Arcadia sold and licensed its resistant starch durum wheat trait IP to Pioneer Hi-Bred International (a Corteva subsidiary that had worked on the trait since 2017) for $4 million cash -- monetizing a legacy licensing relationship.

asset acquisition disposition

Arcadia raised capital in a private placement at $9.00/share (666,334 shares or pre-funded warrants) plus Series A and Series B investment options -- pricing consistent with a reverse stock split having taken effect since the 2022 sub-$1 financings.

capital raising announcement

Arcadia again fell below Nasdaq's $1.00 minimum bid price requirement, echoing the same deficiency first flagged in 2017.

listing compliance notice

Arcadia raised capital via a registered direct offering at $1.05876/share (4,722,506 shares or pre-funded warrants), with separately-priced long-dated investment options -- pricing now hovering near the $1.00 level that periodically triggers Nasdaq bid-price deficiencies.

capital raising announcement

Arcadia sold all of its remaining BIOX shares -- $17,970,303 in a block sale to 5D+ Draco I Latam Income Plus, plus $4,125,403 more in open-market sales -- fully cashing out the equity portion of the November 2020 Bioceres deal for roughly $22.1 million combined, on top of the original $5 million cash and ongoing royalties.

asset acquisition disposition

Arcadia acquired substantially all assets of three CBD/wellness brands (Eko Holdings, Lief Holdings, Live Zola) through new subsidiary Arcadia Wellness for $4 million cash plus 827,400 shares -- expanding beyond the Archipelago Hawaii JV into owned CBD consumer brands -- and hired a new Chief Growth Officer to run the business.

asset acquisition disposition

Arcadia's largest financing yet: 7,876,784 shares at $3.1925 plus warrants for another 3.9 million shares, with a registration rights agreement obligating the company to register the shares for resale by specific deadlines or pay liquidated damages.

capital raising announcement

Arcadia exited its 50/50 Verdeca joint venture with Bioceres, selling its stake to Bioceres Crop Solutions Corp (BIOX) for $5 million cash plus 1.875 million BIOX shares, with up to $3 million more in milestone payments and ongoing royalties (6% on HB4 soybean sales, 25% on wheat sales, capped at $10 million) -- converting a capital-intensive JV into a licensing/royalty relationship with BIOX for South and Central America.

asset acquisition disposition

Arcadia formed a new joint venture, Archipelago Ventures Hawaii, with Legacy Ventures Hawaii (50.75%/49.25% split) to develop and commercialize hemp-derived CBD products grown in Hawaii -- diversifying beyond its core ag-biotech licensing business, with both partners committing up to roughly $2.5 million in capital.

material agreement

A further Nasdaq deficiency notice, this time for Minimum Market Value of Listed Securities falling below $35 million -- the company's fourth distinct Nasdaq compliance issue in three years.

listing compliance notice

Arcadia raised capital in a structured private placement -- 300,752 shares plus warrants initially priced at $45.75 -- with unusual downward-resetting pricing mechanics that could cut the purchase/exercise price to as low as $8.322 depending on later trading prices, a sign of a weak bargaining position typical of a company under Nasdaq compliance pressure.

capital raising announcement

A second, simultaneous Nasdaq deficiency: the market value of Arcadia's publicly held shares fell below the $5 million minimum, stacked on top of the still-unresolved minimum bid price problem from February.

listing compliance notice

Arcadia's stock fell out of compliance with Nasdaq's $1.00 minimum bid price requirement -- the first of what would become a recurring Nasdaq compliance problem for the company over the following decade.

listing compliance notice

Arcadia Biosciences refinanced its debt, borrowing $25 million from Silicon Valley Bank under a new term loan (0.90% above prime, secured by substantially all assets) and using the proceeds to fully prepay its prior Tennenbaum Capital term loan -- swapping an expensive private-credit lender for a conventional bank facility shortly after its 2015 IPO.

debt financing

Nasdaq certified Arcadia Biosciences, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice

Nasdaq certified Arcadia Biosciences, Inc.'s securities for listing, clearing them to begin trading.

listing compliance notice