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Item 9A. Controls and Procedures

2026-03-26 compared with 2025-03-25 · 40 added, 61 removed, 112 unchanged (47% of the section changed)

1 unchanged sentence

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.

As of December 31, 2025, the effectiveness of 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.

Based on this evaluation, Arcadia’s principal executive officer and interim principal financial officer, concluded that these disclosure controls and procedures were not effective as of December 31, 2025, as a result of the material weaknesses in our internal control over financial reporting, as further discussed below.

Notwithstanding these material weaknesses, management concluded that our consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in conformity with U.S.

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.

Arcadia’s principal executive officer and interim 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 and the existence of the material weaknesses described below, management concluded that we did not maintain effective internal control over financial reporting as of December 31, 2025.

Material Weaknesses

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement in our annual or interim financial statements will not be prevented or detected on a timely basis.

In connection with the audit of our consolidated financial statements for the year ended December 31, 2025, we identified material weaknesses in our internal control over financial reporting related to:

(a) insufficient segregation of duties in the financial statement close process;

and (b) insufficient information system controls, including access and change management controls.

The Company’s employee headcount has been reduced, resulting in insufficient personnel to maintain proper segregation of duties, which impacts the effectiveness of business processes as well as information systems controls.

Remediation Plans and Status

We are committed to maintaining a strong internal control environment and implementing measures designed to ensure that control deficiencies contributing to the material weaknesses are remediated.

In this remediation process, which involve designing and implementing controls and processes to address the material weaknesses, management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As a result of our resource constraints, these risks may continue to persist going forward.

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.

Except as described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the quarter ended December 31, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

2 unchanged sentences

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 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 2026 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, 2025, including without limitation under the headings “Executive Officers,” “Election of Directors,” “Corporate Governance,” and “Delinquent Section 16(a) Reports,” 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 an insider trading policy governing the purchase, sale and/or other dispositions of the Company’s securities that applies to its officers, directors and employees as well as other covered persons.

The Company believes its insider trading policy and repurchase procedures are reasonably designed to promote compliance with U.S.

insider trading laws, rules and regulations, and listing standards applicable to the Company.

A copy of the Company’s insider trading policy is filed with this Annual Report on Form 10‑K as Exhibit 19.1.

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, or will be included in an amendment to this Annual Report on Form 10-K.

The information required by this item will be contained in Proxy Statement, including without limitation under the headings “Executive Compensation,” “Director Compensation” and “Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information,” 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.

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.

The information required by this item will be contained in Proxy Statement, including without limitation 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.

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.

The information required by this item will be contained in Proxy Statement, including without limitation 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.

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.

The information required by this item will be contained in Proxy Statement, including without limitation 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

Agreement and Plan of Exchange, by and among Arcadia Biosciences, Inc., and Roosevelt Resources LP, Elliott Roosevelt, Jr.

Roosevelt, as Representatives of the Limited Partners, dated as of December 4, 2024.

Securities Exchange Agreement dated as of December 4, 2024.

First Amendment to Securities and Exchange Agreement dated as of April 25, 2025

Amended and Restated Certificate of Incorporation of Registrant.

4 unchanged sentences

Form of Registrant’s common stock certificate.

Form of Common Stock Purchase Warrant.

Form of Placement Agent Warrant.

Form of Common Stock Purchase Warrant.

Form of Placement Agent Warrant.

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

Form of Common Stock Purchase Warrant.

Form of Placement Agent Warrant.

Form of Common Stock Purchase Warrant.

Form of Placement Agent Warrant.

Form of Investor Warrant.

9 unchanged sentences

Form of Placement Agent Preferred Investment Option.

Form of Preferred Investment Option.

Form of Placement Agent Preferred Investment Option.

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

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

2006 Stock Plan, as amended and restated, and form of agreement thereunder.

2015 Omnibus Equity Incentive Plan and forms of agreement thereunder.

2015 Employee Stock Purchase Plan and form of agreement thereunder.

Executive Incentive Bonus Plan.

1 unchanged sentence

Form of Severance and Change in Control Agreement.

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

Amendment No.

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

Amendment No.

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

Employment Letter for Stanley E.

Jacot Jr., Chief Executive Officer.

Severance and Change in Control Agreement for Stanley E.

Inducement Option Grant for Stanley E.

Employment Letter and Severance and Change in Control Agreement for Thomas J.

Limited Liability Company Operating Agreement for Archipelago Ventures Hawaii, LLC, dated as of August 9, 2019.

Securities Purchase Agreement dated as of March 19, 2018, between Arcadia Biosciences, Inc.

and each purchaser named in the signature pages thereto .

Form of Registration Rights Agreement .

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

and each purchaser named in the signature pages thereto .

Form of Securities Purchase Agreement dated as of June 12, 2019, between Arcadia Biosciences, Inc.

and each purchaser named in the signature pages thereto .

Form of Securities Purchase Agreement dated as of September 5, 2019, between Arcadia Biosciences, Inc.

and each purchaser named in the signature pages thereto .

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

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

Form of Securities Purchase Agreement dated as of December 18, 2020, between Arcadia Biosciences, Inc.

11 unchanged sentences

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

Master Transaction Agreement.

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

Asset Purchase Agreement

4 unchanged sentences

Employment Letter and Severance and Change in Control Agreement for Mark Kawakami

Form of Inducement Letter Agreement dated January 9, 2026.

Insider Trading Disclosure Policy

List of subsidiaries of the Registrant.

12 unchanged sentences

* 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.

+ Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as we have determined they (1) are not material and (2) are the type that the Company treats as private or confidential.

The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.

± 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.

** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits 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.

2 unchanged sentences

/s/ THOMAS J.

President and Chief Executive Officer

(Principal Executive Officer)

March 25, 2025

/s/ MARK KAWAKAMI

Mark Kawakami

Chief Financial Officer

(Principal Financial and Accounting Officer)

President, Chief Executive Officer

Power of Attorney

Each person whose individual signature appears below hereby authorizes and appoints Thomas J.

2 unchanged sentences

/s/ THOMAS J.

March 25, 2025

/s/ ALBERT B.

Director, Chief Executive Officer, Interim Chief Financial Officer

(Principal Executive Officer, Principal Financial and Accounting Officer)

March 26, 2026

9 unchanged sentences

March 26, 2026

/s/ DEBORAH D.

March 25, 2025

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