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Item 9A. Controls and Procedures

2024-03-28 compared with 2023-03-30 · 27 added, 28 removed, 142 unchanged (28% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

As of December 31, 2022, 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.

As of December 31, 2023, 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 Thomas J.

Schaefer, Arcadia’s principal financial officer, concluded that these disclosure controls and procedures were effective as of December 31, 2022.

Management’s Report on Internal Control Over Financial Reporting

Jacot Jr., Arcadia’s principal executive officer, and Thomas J.

Schaefer, Arcadia’s principal financial officer, concluded that these disclosure controls and procedures were effective as of December 31, 2023.

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 Stanley E.

Jacot Jr., its principal executive officer, and Thomas J.

Schaefer, 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, 2022.

Based on this evaluation, management concluded that Arcadia’s internal control over financial reporting was effective as of December 31, 2023.

Changes in Internal Control over Financial Reporting

2 unchanged sentences

Other Information.

No director or officer of the Company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as such terms are defined in Item 408 of Regulation S-K) during the three months ended December 31, 2023.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .

Directors, Executive Off icers 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 2022 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, 2022, under the headings “Executive Officers,”

“Election of Directors,”

“Corporate Governance,”

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

and is incorporated herein by reference.

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 2023 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, 2023, under the headings “Executive Officers,” “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.

2 unchanged sentences

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.

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.

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.

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.

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.

Auditor Firm Id:

21 unchanged sentences

Amendment to the Amended and Restated Bylaws of Registrant.

Form of Registrant’s common stock certificate.

Form of Common Stock Purchase Warrant.

3 unchanged sentences

Form of Placement Agent Warrant.

Description of Registrant’s Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended

Description of Registrant’s Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.

Form of Common Stock Purchase Warrant.

9 unchanged sentences

Form of Placement Agent Preferred Investment Option.

Form of Pre-Funded Warrant.

Form of Series A Preferred Investment Option.

Form of Series B Preferred Investment Option.

Form of Placement Agent Preferred Investment Option.

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

10 unchanged sentences

9 to the Office Lease dated March 17, 2003 between the Registrant and Pac West Office Equities, LP.

Employment letter for Laura Pitlik, Chief Marketing Officer.

Severance and Change In Control Agreement for Laura Pitlik.

Employment Letter for Stanley E.

23 unchanged sentences

and each purchaser named on the signature pages thereto.

Form of Securities Purchase Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc.

and each purchaser named on the signature pages thereto.

Form of Registration Rights Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc.

and each purchaser named on the signature pages thereto.

Form of Investment Option Amendment, dated as of March 2, 2023.

Master Transaction Agreement.

4 unchanged sentences

Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,

as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Certification of Principal Executive Officer Pursuant to 18 U.S.C.

2 unchanged sentences

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

Dodd-Frank Clawback Policy.

Inline XBRL Instance Document.

37 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