Item 9A. Controls and Procedures
Item 9A. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
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. Based on this evaluation, Thomas J. 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)). Arcadia’s management, including Thomas J. 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.
Changes in Internal Control over Financial Reporting
Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we conducted an evaluation of any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during our most recently completed fiscal quarter. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that there has not been any change in our internal control over financial reporting during that quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. 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, 2024.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .
None.
Table of Contents
PART III
Item 10. 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 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. A current copy of the code is posted on the Corporate Governance section of our website, which is located at www.arcadiabio.com . 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.
Item 11. 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, or will be included in an amendment to this Annual Report on Form 10-K.
Item 12. 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, or will be included in an amendment to this Annual Report on Form 10-K.
Item 13. 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, or will be included in an amendment to this Annual Report on Form 10-K.
Item 14. 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, or will be included in an amendment to this Annual Report on Form 10-K.
Auditor Firm Id: 34
Auditor Name: Deloitte & Touche LLP
Auditor Location: Tempe, AZ , United States
62
Table of Contents
PART IV
Item 15. 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:
(a)(1) Financial Statements
Reference is made to the financial statements included in Item 8 of Part II hereof.
(a)(2) Financial Statement Schedules
All other schedules are omitted because they are not required or the required information is included in the statements or notes thereto.
(a)(3) Exhibits
Reference is made to the Exhibit Index accompanying this Annual Report on Form 10-K.
Item 16. Form 10-K Summary.
Not applicable.
Exhibit Index
Incorporated by Reference
Exhibit
Number
Exhibit Description
Form
File No.
Exhibit
Filing
Date
Filed
Herewith
2.1
Agreement and Plan of Exchange, by and among Arcadia Biosciences, Inc., and Roosevelt Resources LP, Elliott Roosevelt, Jr. and David A. Roosevelt, as Representatives of the Limited Partners, dated as of December 4, 2024.
8-K
001-37383
2.1
12/06/2024
3.1
Amended and Restated Certificate of Incorporation of Registrant.
8-K
001-37383
3.1
5/26/2015
3.2
Amendment to the Amended and Restated Certificate of Incorporation of Registrant.
8-K
001-37383
3.1
2/28/2023
3.3
Certificate of Designation of Series A Preferred Stock.
8-K
001-37383
3.1
12/8/2022
3.4
Amended and Restated Bylaws of Registrant.
8-K
001-37383
3.2
5/26/2015
3.5
Amendment to the Amended and Restated Bylaws of Registrant.
8-K
001-37383
3.2
12/8/2022
4.1
Form of Registrant’s common stock certificate.
S-3
333-224061
4.1
3/30/2018
4.2
Form of Common Stock Purchase Warrant.
8-K
001-37383
4.1
3/23/2018
4.3
Form of Common Stock Purchase Warrant.
8-K
001-37383
4.1
6/14/2019
63
Table of Contents
4.4
Form of Placement Agent Warrant.
8-K
001-37383
4.2
6/14/2019
4.5
Form of Common Stock Purchase Warrant.
8-K
001-37383
4.1
9/9/2019
4.6
Form of Placement Agent Warrant.
8-K
001-37383
4.2
9/9/2019
4.7
Description of Registrant’s Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended.
X
4.8
Form of Common Stock Purchase Warrant.
8-K
001-37383
4.1
5/18/2020
4.9
Form of Placement Agent Warrant.
8-K
001-37383
4.2
5/18/2020
4.10
Form of Common Stock Purchase Warrant.
8-K
001-37383
4.1
7/8/2020
4.11
Form of Placement Agent Warrant.
8-K
001-37383
4.2
7/8/2020
4.12
Form of Investor Warrant.
8-K
001-37383
4.1
12/22/2020
4.13
Form of Placement Agent Warrant.
8-K
001-37383
4.2
12/22/2020
4.14
Form of Investor Warrant.
8-K
001-37383
4.1
1/29/2021
4.15
Form of Placement Agent Warrant.
8-K
001-37383
4.2
1/29/2021
4.16
Form of Investor Pre-Funded Warrant.
8-K
001-37383
4.1
8/16/2022
4.17
Form of Investor Preferred Investment Option.
8-K
001-37383
4.2
8/16/2022
4.18
Form of Placement Agent Preferred Investment Option.
8-K
001-37383
4.3
8/16/2022
4.19
Form of Pre-Funded Warrant.
8-K
001-37383
4.1
3/3/2023
4.20
Form of Series A Preferred Investment Option.
8-K
001-37383
4.2
3/3/2023
4.21
Form of Series B Preferred Investment Option.
8-K
001-37383
4.3
3/3/2023
4.22
Form of Placement Agent Preferred Investment Option.
8-K
001-37383
4.4
3/3/2023
10.1*
Form of Indemnification Agreement between the Registrant and each of its Officers and Directors.
S-1
333-202124
10.7
2/17/2015
10.2*
2006 Stock Plan, as amended and restated, and form of agreement thereunder.
S-1
333-202124
10.8
2/17/2015
10.3*
2015 Omnibus Equity Incentive Plan and forms of agreement thereunder.
10-Q
001-37383
10.5
8/13/2024
10.4*
2015 Employee Stock Purchase Plan and form of agreement thereunder.
S-1/A
333-202124
10.10
5/11/2015
64
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10.5*
Executive Incentive Bonus Plan.
S-1/A
333-202124
10.15
5/11/2015
10.6*
Amended and Restated Director Compensation Policy.
10-Q
001-37383
10.14
5/10/2016
10.7*
Form of Severance and Change in Control Agreement.
S-1/A
333-202124
10.18
4/6/2015
10.8
Base Office Lease dated March 17, 2003 between the Registrant and Pac West Office Equities, LP, including Amendments 1-7.
S-1
333-229047
10.16
12/27/2018
10.9
Amendment No. 8 to the Office Lease dated March 17, 2003 between the Registrant and Pac West Office Equities, LP.
10-Q
001-37383
10.8
5/13/2020
10.10
Amendment No. 9 to the Office Lease dated March 17, 2003 between the Registrant and Pac West Office Equities, LP.
10-Q
001-37383
10.2
8/13/2020
10.11*
Employment Letter for Stanley E. Jacot Jr., Chief Executive Officer.
10-Q
001-37383
10.1
5/12/2022
10.12*
Severance and Change in Control Agreement for Stanley E. Jacot, Jr.
10-Q
001-37383
10.1
5/12/2022
10.13*
Inducement Option Grant for Stanley E. Jacot, Jr.
10-Q
001-37383
10.2
5/12/2022
10.14*
Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer.
8-K/A
001-37383
10.1
1/5/2023
10.15+
Limited Liability Company Operating Agreement for Archipelago Ventures Hawaii, LLC, dated as of August 9, 2019.
8-K
001-37383
10.1
8/9/2019
10.16
Securities Purchase Agreement dated as of March 19, 2018, between Arcadia Biosciences, Inc. and each purchaser named in the signature pages thereto .
8-K
001-37383
10.1
3/23/2018
10.17
Form of Registration Rights Agreement .
8-K
001-37383
10.2
3/23/2018
10.18
Form of Securities Purchase Agreement dated as of June 11, 2018, between Arcadia Biosciences, Inc. and each purchaser named in the signature pages thereto .
8-K
001-37383
10.1
6/14/2018
10.19
Form of Securities Purchase Agreement dated as of June 12, 2019, between Arcadia Biosciences, Inc. and each purchaser named in the signature pages thereto .
8-K
001-37383
10.1
6/14/2019
10.20
Form of Securities Purchase Agreement dated as of September 5, 2019, between Arcadia Biosciences, Inc. and each purchaser named in the signature pages thereto .
8-K
001-37383
10.1
9/9/2019
65
Table of Contents
10.21
Form of Letter Agreement, dated as of May 14, 2020 .
8-K
001-37383
10.1
5/18/2020
10.22
Form of Letter Agreement, dated as of July 6, 2020 .
8-K
001-37383
10.1
7/8/2020
10.23
Form of Securities Purchase Agreement dated as of December 18, 2020, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto .
8-K
001-37383
10.1
12/22/2020
10.24
Form of Securities Purchase Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto.
8-K
001-37383
10.1
1/29/2021
10.25
Form of Registration Rights Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto.
8-K
001-37383
10.2
1/29/2021
10.26
Form of Securities Purchase Agreement, dated as of August 12, 2022, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto.
8-K
001-37383
10.1
8/16/2022
10.27
Form of Securities Purchase Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto.
8-K
001-37383
10.1
3/3/2023
10.28
Form of Registration Rights Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto.
8-K
001-37383
10.2
3/3/2023
10.29
Form of Investment Option Amendment, dated as of March 2, 2023.
8-K
001-37383
10.3
3/3/2023
10.30+
Master Transaction Agreement.
8-K
001-37383
10.2
12/22/2020
10.31+
Asset Purchase Agreement dated May 17, 2021, by and among Arcadia, Buyer, Seller, Eko, Lief, Zola and Parent.
8-K
001-37383
10.1
5/21/2021
10.32 +±
Asset Purchase Agreement
8-K
001-37383
10.1
5/17/2024
10.33 +±
Asset Purchase Agreement
8-K
001-37383
10.1
5/20/2024
10.34
Promissory Note
8-K
001-37383
10.2
5/20/2024
10.35
Security Agreement
8-K
001-37383
10.3
5/20/2024
10.36
Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer
8-K/A
001-37383
10.1
8/23/2024
66
Table of Contents
10.37
Employment Letter and Severance and Change in Control Agreement for Mark Kawakami
8-K/A
001-37383
10.2
8/23/2024
21.1
List of subsidiaries of the Registrant.
S-1
333-262407
21.1
1/28/2022
23.1
Consent of Deloitte & Touche LLP, independent registered public accounting firm.
X
24.1
Power of attorney (included in the signature page to this filing) .
X
31.1
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.
X
31.2
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.
X
32.1
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
32.2
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
X
97.1
Dodd-Frank Clawback Policy.
10-K
001-37383
97.1
3/28/2024
101.INS
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
X
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents
X
104.1
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)
X
* 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.
± Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
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Table of Contents
SIGNAT URES
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.
ARCADIA BIOSCIENCES, INC.
Date: March 25, 2025
By:
/s/ THOMAS J. SCHAEFER
Thomas J. Schaefer
President and Chief Executive Officer
(Principal Executive Officer)
Date: March 25, 2025
By:
/s/ MARK KAWAKAMI
Mark Kawakami
Chief Financial Officer
(Principal Financial and Accounting Officer)
Each person whose individual signature appears below hereby authorizes and appoints Thomas J. 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.
Name
Title
Date
/s/ THOMAS J. SCHAEFER
Thomas J. Schaefer
Director
March 25, 2025
/s/ ALBERT B. BOLLES
Albert D. Bolles
Director
March 25, 2025
/s/ KEVIN COMCOWICH
Kevin Comcowich
Director
March 25, 2025
/s/ LILIAN SHACKELFORD MURRAY
Lilian Shackelford Murray
Director
March 25, 2025
/s/ GREGORY D. WALLER
Gregory D. Waller
Director
March 25, 2025
/s/ AMY YODER
Amy Yoder
Director
March 25, 2025
/s/ DEBORAH D. CAROSELLA
Deborah D. Carosella
Director
March 25, 2025
68
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.