Item 1.01. Entry into a Material Definitive Agreement
Securities Purchase Agreement
On January 25, 2021, Arcadia Biosciences, Inc. (the "Company") entered into a
securities purchase agreement (the "Purchase Agreement") with certain
institutional and accredited investors (the "Purchasers") relating to the
issuance and sale in a private placement of 7,876,784 shares ("Shares") of
Company common stock (the "Common Stock") at a purchase price of $3.1925 per
share and warrants (the "Warrants") exercisable for an aggregate of 3,938,392
shares of Common Stock (the "Warrant Shares") with an exercise price of $3.13
per Warrant Share (the "Private Placement"). Subject to certain ownership
limitations, the Warrants are exercisable upon issuance and will expire on the
5.5 year anniversary of the date of issuance.
The Private Placement closed on January 28, 2021.
Registration Rights Agreement
Also on January 25, 2021 and in connection with the Private Placement, the
Company agreed to enter into a registration rights agreement (the "Registration
Rights Agreement") with the Purchasers. Pursuant to the Registration Rights
Agreement, the Company agreed to prepare and file a registration statement (the
"Resale Registration Statement") with the SEC by February 2, 2021 for purposes
of registering the resale of the Shares and Warrant Shares. The Company also
agreed to use its best efforts to cause this registration statement to be
declared effective by the SEC by March 26, 2021 (April 23, 2021 in the event the
registration statement is reviewed by the SEC). If the Company fails to meet the
specified filing deadlines or keep the Resale Registration Statement effective,
subject to certain permitted exceptions, the Company will be required to pay
liquidated damages to the Purchasers. The Company also agreed, among other
things, to indemnify the selling holders under the Resale Registration Statement
from certain liabilities and to pay all fees and expenses incident to the
Company's performance of or compliance with the Registration Rights Agreement.
Engagement Letter
The Company entered into an engagement letter with H.C. Wainwright & Co., LLC
("Wainwright") dated December 17, 2020 (the "Engagement Letter"), pursuant to
which Wainwright agreed to serve as the Company's exclusive placement agent for
certain equity financing transactions, including the Private Placement. The
Company has agreed to pay Wainwright an aggregate fee equal to 6.0% of the gross
proceeds received by the Company from the Private Placement. Pursuant to the
Engagement Letter, the Company also agreed to grant to Wainwright, or its
designees, warrants to purchase up to 5.0% of the aggregate number of shares
sold in the Private Placement (393,839 shares) ("Placement Agent Warrants"). The
Company also agreed to pay Wainwright $60,000 for non-accountable expenses, and
a management fee equal to 1.0% of the gross proceeds raised in the Private
Placement. The Engagement Letter has indemnity and other customary provisions
for transactions of this nature. The Placement Agent Warrants have substantially
the same terms as the investor Warrants, except that the exercise price of the
Placement Agent Warrants is $3.99 per share.
The issuance and sale of the Shares, the Warrants, the Warrant Shares, the
Placement Agent Warrants and the shares of Common Stock issuable upon exercise
of the Placement Agent Warrants are not being registered under the Securities
Act of 1933, as amended (the "Securities Act"), and are being offered pursuant
to the exemption provided in Section 4(a)(2) under the Securities Act and Rule
506(b) promulgated thereunder.
The foregoing description of the Purchase Agreement, the Warrants, the
Registration Rights Agreement and the Placement Agent Warrants are not complete
and are qualified in their entirety by references to the full text of the Form
of Purchase Agreement, the Form of Registration Rights Agreement, the Form of
Warrant and the Form of Placement Agent Warrant, which are filed as exhibits to
this report and are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
The disclosures in Item 1.01 of this Form 8-K regarding the Private Placement of
the Shares, the Warrants, the Warrant Shares, the Placement Agent Warrants and
the shares issuable thereunder are incorporated by reference into this Item
3.02.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description
4.1 Form of Investor Warrant
4.2 Form of Placement Agent Warrant
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10.1 Form of Securities Purchase Agreement dated as of January 25, 2021,
between Arcadia Biosciences, Inc. and each purchaser named on the
signature pages thereto
10.2 Form of Registration Rights Agreement dated as of January 25, 2021,
between Arcadia Biosciences, Inc. and each purchaser named on the
signature pages thereto
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ARCADIA BIOSCIENCES, INC. 
