2 unchanged sentences
As of December 31, 2024, 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.
−Removed: Based on this evaluation, Stanley E.
−Removed: Jacot Jr., Arcadia’s principal executive officer, and Thomas J.
−Removed: Schaefer, Arcadia’s principal financial officer, concluded that these disclosure controls and procedures were effective as of December 31, 2023.
+Added: Based on this evaluation, Thomas J.
+Added: Schaefer, Arcadia’s principal executive officer, and Mark Kawakami, Arcadia’s principal financial officer, concluded that these disclosure controls and procedures were effective as of December 31, 2024.
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)).
−Removed: Arcadia’s management, including Stanley E.
−Removed: Jacot Jr., its principal executive officer, and Thomas J.
−Removed: 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).
+Added: Arcadia’s management, including Thomas J.
+Added: Schaefer, its principal executive officer, and Mark Kawakami, 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, 2024.
6 unchanged sentences
Directors, Executive Off icers and Corporate Governance.
−Removed: 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.
+Added: 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 2025 Annual Meeting of Stockholders (the “Proxy Statement”), to be filed no later than 120 days after the end of our fiscal year ended December 31, 2024, under the headings “Executive Officers,” “Election of Directors,” “Corporate Governance,” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and is incorporated herein by reference, or will be included in an amendment to this Annual Report on Form 10-K.
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.
−Removed: 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.
+Added: 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, or will be included in an amendment to this Annual Report on Form 10-K.
Security Ownership of Certain Beneficial Own ers and Management and Related Stockholder Matters.
−Removed: 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.
+Added: 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, or will be included in an amendment to this Annual Report on Form 10-K.
Certain Relationships and Related Transactions, and Director Independence.
−Removed: 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.
+Added: 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, or will be included in an amendment to this Annual Report on Form 10-K.
Principal Accoun ting Fees and Services.
−Removed: 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.
+Added: 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, or will be included in an amendment to this Annual Report on Form 10-K.
Auditor Firm Id:
16 unchanged sentences
Exhibit Description
+Added: Agreement and Plan of Exchange, by and among Arcadia Biosciences, Inc., and Roosevelt Resources LP, Elliott Roosevelt, Jr.
+Added: Roosevelt, as Representatives of the Limited Partners, dated as of December 4, 2024.
Amended and Restated Certificate of Incorporation of Registrant.
69 unchanged sentences
Asset Purchase Agreement dated May 17, 2021, by and among Arcadia, Buyer, Seller, Eko, Lief, Zola and Parent.
+Added: Asset Purchase Agreement
+Added: Asset Purchase Agreement
+Added: Promissory Note
+Added: Security Agreement
+Added: Employment Letter and Severance and Change in Control Agreement for Thomas J.
+Added: Employment Letter and Severance and Change in Control Agreement for Mark Kawakami
List of subsidiaries of the Registrant.
2 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.
−Removed: Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934,
−Removed: as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
+Added: 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.
3 unchanged sentences
Dodd-Frank Clawback Policy.
−Removed: Inline XBRL Instance Document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
−Removed: Inline XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: Cover Page Interactive Data File (embedded within the Inline XBRL Document).
+Added: Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
+Added: Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
+Added: Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in inline XBRL (and contained in Exhibit 101)
* Indicates a management contract or compensatory plan or arrangement.
+ Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.
+Added: ± Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K.
+Added: The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
1 unchanged sentence
March 25, 2025
−Removed: /s/ STANLEY E.
+Added: /s/ THOMAS J.
President and Chief Executive Officer
1 unchanged sentence
March 25, 2025
−Removed: /s/ THOMAS J.
+Added: /s/ MARK KAWAKAMI
+Added: Mark Kawakami
Chief Financial Officer
(Principal Financial and Accounting Officer)
−Removed: Each person whose individual signature appears below hereby authorizes and appoints Stanley Jacot Jr.
−Removed: 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.
+Added: Each person whose individual signature appears below hereby authorizes and appoints Thomas J.
+Added: Schaefer 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.
−Removed: /s/ STANLEY E.
+Added: /s/ THOMAS J.
March 25, 2025
14 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.