Arcadia Biosciences, Inc. (NASDAQ:RKDA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
As previously reported, on July 6, 2020, Arcadia Biosciences, Inc. (the “Company”) entered into a letter agreement (“Letter Agreement”) with an existing accredited investor to exercise certain outstanding warrants (the “Exercise”) to purchase up to an aggregate of 641,416 shares of the Company’s common stock at a reduced exercise price per share of $3.975 (the “Existing Warrants”). In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holder received new unregistered warrants to purchase up to an aggregate of 641,416 shares of common stock (the “New Warrants”) at an exercise price of $3.85 per share and an exercise period of five and one-half years from the date of issuance.
The Exercise and the issuance of the New Warrants closed on July 8, 2020. The gross proceeds to the Company from the Exercise were approximately $2.55 million, prior to deducting placement agent fees and offering expenses.
H.C. Wainwright & Co., LLC (“Wainwright”) acted as the exclusive placement agent for the Exercise. to a letter agreement dated July 5, 2020, at the closing of the Exercise, the Company issued to Wainwright (or its designees) warrants to purchase up to an aggregate of 32,071 shares of common stock of the Company (the “Placement Agent Warrants”), which equal 5.0% of the aggregate number of shares issuable to the investor upon the Exercise. The Placement Agent Warrants have an exercise price of $4.9688 per share and otherwise have identical terms to the New Warrants. In addition, the Company has agreed to pay Wainwright an aggregate cash fee equal to 6.0% of the gross proceeds received by the Company from the Exercise and the sale of the New Warrants as well as a management fee equal to 1.0% of the gross proceeds from the Exercise and the sale of the New Warrants and $60,000 for expenses and $12,900 for clearing fees. 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 of 1933, as amended (“Securities Act”).
The foregoing descriptions of the Letter Agreement, the New Warrants and the Placement Agent Warrants are not complete and are qualified in their entirety by reference to the full text of the form of Letter Agreement and the forms of the New Warrant and the Placement Agent Warrant, copies of which are attached as Exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities
The information in Item 1.01 above is incorporated herein by reference. The New Warrants and the Placement Agent Warrants described in Item 1.01 above were offered in a private placement to an applicable exemption from the registration requirements of the Securities Act and, along with the shares of common stock issuable upon the exercise thereof, have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements.
This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
(d) Exhibits
Arcadia Biosciences, Inc. Exhibit
EX-4.1 2 rkda-ex41_8.htm EX-4.1 rkda-ex41_8.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.