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Item 9A. Controls and Procedures

2022-03-31 compared with 2021-03-31 · 59 added, 37 removed, 101 unchanged (49% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2020, Arcadia’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) were evaluated, with the participation of Arcadia’s principal executive officer and principal financial officer, to assess whether they are effective in providing reasonable assurance that information required to be disclosed by Arcadia in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Based on this evaluation, Matthew T.

Plavan, Arcadia’s principal executive officer, and Pamela Haley, Arcadia’s principal financial officer, concluded that these disclosure controls and procedures were effective as of December 31, 2020.

Management’s Report on Internal Control Over Financial Reporting

As of December 31, 2021, Arcadia’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act) were evaluated, with the participation of Arcadia’s principal executive officer and principal financial officer, to assess whether they are effective in providing reasonable assurance that information required to be disclosed by Arcadia in the reports that it files or submits under the Exchange Act is accumulated and communicated to management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure and to provide reasonable assurance that such information is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

Based on this evaluation, Stanley E.

Jacot Jr., Arcadia’s principal executive officer, and Pamela Haley, Arcadia’s principal financial officer, concluded that these disclosure controls and procedures were effective as of December 31, 2021.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)).

Arcadia’s management, including Matthew T.

Plavan, its principal executive officer, and Pamela Haley, its principal financial officer, evaluated the effectiveness of Arcadia’s internal control over financial reporting using the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, management concluded that Arcadia’s internal control over financial reporting was effective as of December 31, 2020.

Arcadia’s management, including Stanley E.

Jacot Jr., its principal executive officer, and Pamela Haley, its principal financial officer, evaluated the effectiveness of Arcadia’s internal control over financial reporting using the framework in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on this evaluation, management concluded that Arcadia’s internal control over financial reporting was effective as of December 31, 2021.

Changes in Internal Control over Financial Reporting

2 unchanged sentences

Other Information.

Directors, Executive Officers and Corporate Governance.

The information required by this item will be contained in our definitive proxy statement to be filed with the Securities and Exchange Commission on Schedule 14A in connection with our 2021 Annual Meeting of Stockholders (the “Proxy Statement”), which is expected to be filed no later than 120 days after the end of our fiscal year ended December 31, 2020, under the headings “Executive Officers,” “Election of Directors,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by reference.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

Directors, Executive Off icers and Corporate Governance.

“Election of Directors,”

“Corporate Governance,”

and “Section 16(a) Beneficial Ownership Reporting Compliance,”

and is incorporated herein by reference.

The Company has adopted a written code of business conduct and ethics that applies to our directors, officers, and employees, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.

1 unchanged sentence

If Arcadia makes any substantive amendments to, or grant any waivers from, the code of business conduct and ethics for our principal executive officer, principal financial officer, principal accounting officer, controller or persons performing similar functions, or any officer or director, the Company will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.

Executive Compensation.

The information required by this item will be contained in Proxy Statement under the headings “Executive Compensation” and “Director Compensation,” and is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The information required by this item will be contained in Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information,” and is incorporated herein by reference.

Executi ve Compensation.

The information required by this item will be contained in Proxy Statement under the headings “Executive Compensation”

and “Director Compensation,”

and is incorporated herein by reference.

Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.

The information required by this item will be contained in Proxy Statement under the headings “Security Ownership of Certain Beneficial Owners and Management”

and “Equity Compensation Plan Information,”

and is incorporated herein by reference.

Certain Relationships and Related Transactions, and Director Independence.

The information required by this item will be contained in Proxy Statement under the headings “Certain Relationships and Related Party Transactions” and “Corporate Governance,” and is incorporated herein by reference.

Principal Accounting Fees and Services.

The information required by this item will be contained in Proxy Statement under the heading “Ratification of Independent Registered Public Accounting Firm-Principal Accounting Fees and Services,” and is incorporated herein by reference.

Exhibits, Financial Statement Schedules.

The information required by this item will be contained in Proxy Statement under the headings “Certain Relationships and Related Party Transactions”

and “Corporate Governance,”

and is incorporated herein by reference.

Principal Accoun ting Fees and Services.

and is incorporated herein by reference.

Auditor Firm Id:

Auditor Name:

Deloitte & Touche LLP

Auditor Location:

Phoenix, AZ , United States

Exhibits, Financ ial Statement Schedules.

The financial statements schedules and exhibits filed as part of this Annual Report on Form 10-K are as follows:

14 unchanged sentences

Amended and Restated Bylaws of Registrant.

Form of Registrant’s common stock certificate

Form of Registrant’s common stock certificate.

Form of Common Stock Purchase Warrant.

10 unchanged sentences

Form of Placement Agent Warrant.

Form of Investor Warrant.

Form of Placement Agent Warrant.

Form of Indemnification Agreement between the Registrant and each of its Officers and Directors.

5 unchanged sentences

Form of Severance and Change in Control Agreement.

Ba se Office Lease dated March 17, 2003 between the Registrant and Pac West Office Equities, LP, including Amendments 1-7 .

Separation and Release Agreement between the Registrant and Rajendra Ketkar, dated August 23, 2019.

Employment Letter and appended form of Severance and Change In Control Agreement between the Registrant and Matthew Plavan, dated October 1, 2019.

Offer Letter and appended form of Severance and Change In Control Agreement between the Registrant and Sarah Reiter, dated February 16, 2018.

Base Office Lease dated March 17, 2003 between the Registrant and Pac West Office Equities, LP, including Amendments 1-7.

Employment letter for Laura Pitlik, Chief Marketing Officer.

Severance and Change In Control Agreement for Laura Pitlik.

Separation and Release Agreement for Matt Plavan.

Employment Letter and appended form of Severance and Change In Control Agreement between the Registrant and Pam Haley, dated October 1, 2019.

2 unchanged sentences

and each purchaser named in the signature pages thereto .

F orm of Registration Rights Agreement .

Form of Registration Rights Agreement .

Form of Securities Purchase Agreement dated as of June 11, 2018, between Arcadia Biosciences, Inc.

10 unchanged sentences

Form of Letter Agreement, dated as of May 14, 2020 .

Loan Agreement, dated May 18, 2020, by and between MidFirst Bank and Arcadia Biosciences, Inc.

Pledge and Security Agreement dated May 18, 2020, by and between MidFirst Bank and Arcadia Biosciences, Inc.

Promissory Note, dated June 26, 2020, by and between MidFirst Bank and Arcadia Biosciences, Inc.

Form of Letter Agreement, dated as of July 6, 2020 .

2 unchanged sentences

Master Transaction Agreement.

Employment letter for Chris Cuvelier, Chief Growth Officer.

Severance and Change In Control Agreement for Chris Cuvelier.

Form of Securities Purchase Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc.

and each purchaser named on the signature pages thereto.

Form of Registration Rights Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc.

and each purchaser named on the signature pages thereto.

Asset Purchase Agreement dated May 17, 2021, by and among Arcadia, Buyer, Seller, Eko, Lief, Zola and Parent.

List of subsidiaries of the Registrant.

7 unchanged sentences

Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XBRL Instance Document.

XBRL Taxonomy Extension Schema Document.

XBRL Taxonomy Extension Calculation Linkbase Document.

XBRL Taxonomy Extension Definition Linkbase Document.

XBRL Taxonomy Extension Label Linkbase Document.

XBRL Taxonomy Extension Presentation Linkbase Document

Inline XBRL Instance Document.

Inline XBRL Taxonomy Extension Schema Document.

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

Inline XBRL Taxonomy Extension Definition Linkbase Document.

Inline XBRL Taxonomy Extension Label Linkbase Document.

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

Cover Page Interactive Data File (embedded within the Inline XBRL Document).

* Indicates a management contract or compensatory plan or arrangement.

3 unchanged sentences

March 31, 2022

/s/ MATTHEW T.

/s/ STANLEY E.

President and Chief Executive Officer

4 unchanged sentences

(Principal Financial and Accounting Officer)

Each person whose individual signature appears below hereby authorizes and appoints Matthew T.

Plavan with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Each person whose individual signature appears below hereby authorizes and appoints Stanley Jacot Jr.

with full power of substitution and resubstitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may lawfully do or cause to be done by virtue thereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

/s/ MATTHEW T.

March 31, 2021

/s/ ALBERT B.

13 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures