Arcadia Biosciences, Inc. (NASDAQ:RKDA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Securities Purchase Agreement
On September 5, 2019, 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 1,318,828 shares of Company common stock (the “Common Stock”) at a purchase price of $7.52 per share (the “Offering”). Concurrently with the Offering, and to the Purchase Agreement, the Company also commenced a private placement whereby it agreed to issue and sell warrants (the “Warrants”) exercisable for an aggregate of 659,414 shares of Common Stock (the “Warrant Shares”), which represents 50% of the shares of Common Stock sold in the Offering, for a purchase price of $0.125 per underlying Warrant Share and with an exercise price of $7.52 per Warrant Share (the “Private Placement”). Subject to certain ownership limitations, the Warrants are exercisable upon issuance. The Warrants will expire on the 5.5 year anniversary of the date of issuance. The Warrants and the Warrants Shares have not been registered with the Securities and Exchange Commission.
The Offering and Private Placement are expected to close on or about September 10, 2019, subject to customary closing conditions.
The 1,318,828 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 September 5, 2019, in connection with a takedown from the Company’s shelf registration statement (“Registration Statement”) on Form S-3 (File No. 333-224893).
The issuance and sale of the Warrants to the Purchase Agreement and the issuance and sale of the Warrant Shares upon exercise of the Warrants 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.
The Company also entered into an engagement letter with H.C. Wainwright & Co., LLC (“Wainwright”), dated September 5, 2019 (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 Warrants in the 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 Offering (65,942 shares) (each a “Placement Agent Warrant”). The Company also agreed to pay Wainwright $25,000 for non-accountable expenses, a management fee equal to 1% of the gross proceeds raised in the Offering, up to $35,000 for legal fees and other out-of-pocket expenses and $10,000 for clearing expenses. 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 $9.4781 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 Section 4(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 Warrant, the Engagement Letter and the Form of Placement Agent Warrant 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 3.02. Unregistered Sales of Equity Securities
The disclosures in Item 1.01 of this Form 8-K regarding 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.
Arcadia Biosciences, Inc. Exhibit
EX-4.1 2 rkda-ex41_10.htm EX-4.1 rkda-ex41_10.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,…
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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.