Arcadia Biosciences, Inc. (NASDAQ:RKDA) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
Securities Purchase Agreement
On June 11, 2018, Arcadia Biosciences, Inc. (the “Company”) entered into a securities purchase agreement with certain institutional and accredited investors (the “Purchase Agreement”) relating to the offering and sale of 1,392,345shares of Company common stock (the “Common Stock”) at a purchase price of $9.93 per share (the “Offering”). Concurrently with the Offering, and to the Purchase Agreement, the Company also commenced a private placement whereby it issued and sold warrants (the “Warrants”) exercisable for an aggregate of 1,392,345shares of Common Stock, which represents 50% of the shares of Common Stock sold in the Offering, with a purchase price of $0.125 per underlying warrant share and with an exercise price of $9.94 per share (the “Private Placement”). Subject to certain ownership limitations, the Warrants are exercisable upon issuance. The Warrants will expire on the 5.5year anniversary of the date of issuance. None of the Warrants or the Warrants Shares have been registered with the Securities and Exchange Commission.
The Offering and Private Placement are expected to close on or about June 14, 2018, subject to customary closing conditions.
The 1,392,345 shares of Common Stock sold in the Offering (but not the Warrants or the Warrant Shares) were offered and sold to a prospectus, dated June 8, 2018, and a prospectus supplement dated June 11, 2018, in connection with a takedown from the Company’s shelf registration statement (“Registration Statement”) on FormS-3(FileNo.333-224893).
The Warrants and the Warrant Shares are not being registered under the Securities Act of 1933, as amended (the “Securities Act”), are not being offered to the Registration Statement and are being offered to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Engagement Letter
The Company also entered into an engagement letter with H.C.Wainwright& Co., LLC (“Wainwright”), dated June 10, 2018 (the “Engagement Letter”), to which Wainwright agreed to serve as exclusive placement agent for the issuance and sale of the shares of Common Stock and Warrants. The Company has agreed to pay Wainwright an aggregate fee equal to 6.0% of the gross proceeds received by the Company from the sale of the securities in the Offering and Private Placement. to the Engagement Letter, the Company also agreed to grant to Wainwright, or its designees, warrants to purchase up to 5% of the aggregate number of shares sold in the transactions (each a “Placement Agent Warrant”). The Company also agreed to reimburse Wainwright for non-accountable expenses of $50,000, pay a management fee equal to 1% of the gross proceeds raised in the Offering and legal fees and other out-of-pocket expenses of $50,000. 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 $12.568 per share and the term of the Placement Agent Warrants is five years. The Placement Agent Warrants, and the shares issuable upon exercise thereof, will be issued in reliance on the exemption from registration provided by Section4(a)(2) of the Securities Act as transactions not involving a public offering and in reliance on similar exemptions under applicable state laws.
The foregoing description of the Purchase Agreement, the Warrants, the Engagement Letter 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 Warrants, the Engagement Letter and the Form of Placement Agent Warrants which are filed as exhibits to this report and are incorporated by reference herein.
A copy of the opinion of Weintraub Tobin Chediak Coleman Grodin Law Corporation relating to the validity of the securities issued in the Offering is filed herewith as Exhibit 5.1.
Item 1.01 Unregistered Sales of Equity Securities.
The disclosures in Item 1.01 of this Form8-Kregarding the Warrants, the Warrant Shares, the Placement Agent Warrants and the shares issuable thereunder are incorporated by reference into this Item 1.01.
Item 1.01 Financial Statements and Exhibits.
(d) Exhibits
Arcadia Biosciences, Inc. ExhibitEX-4.1 2 rkda-ex41_6.htm EX-4.1 rkda-ex41_6.htm Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933,…To view the full exhibit click here
About Arcadia Biosciences, Inc. (NASDAQ:RKDA)
Arcadia Biosciences, Inc. is an agricultural biotechnology trait company. The Company develops a portfolio of yield and traits addressing multiple crops that supply the global food and feed markets. It has a pipeline of products in development incorporating its traits, including products that are in advanced stages of development or on the market. Its crop yield traits are utilized by its partners to develop higher yielding seeds for global crops, including wheat, rice, soybean, corn, and sugarcane, as well as for other crops, such as cotton, turf and trees. The Company’s portfolio of agricultural productivity traits includes Nitrogen Use Efficiency (NUE), Water Use Efficiency (WUE), Drought Tolerance (DT), Salinity Tolerance (ST) and Herbicide Tolerance. It has presence in the United States, Africa, India, the United Arab Emirates, Belgium, France and Canada.