Item 1.01. Entry into a Material Definitive Agreement

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 an exercise price per share of $3.975 (the "Existing Warrants"). The Existing Warrants were issued on March 21, 2018. Pursuant to the Letter Agreement, the per share exercise price of the Existing Warrants was reduced from $10.7258 to $3.975.

All 641,416 shares of common stock issuable upon exercise of the Existing Warrants are registered for resale pursuant to an effective registration statement on Form S-3 (File No. 333-224061). The gross proceeds to the Company from the Exercise are expected to be approximately $2.55 million, prior to deducting placement agent fees and offering expenses.

In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holder will receive new unregistered warrants to purchase up to an aggregate of 641,416 shares of common stock (the "New Warrants") in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"). The New Warrants will have an exercise price of $3.85 per share, with an exercise period of five and one-half years from the date of issuance.

H.C. Wainwright & Co., LLC is acting as the exclusive placement agent for the Exercise and the issuance of the New Warrants.

The Company currently intends to use the net proceeds from the Exercise to pay amounts incurred by Verdeca, LLC, the joint venture company formed by Bioceres, Inc. and the Company. The closing of the Exercise and the issuance of the New Warrants is expected to take place on or about July 8, 2020, and is subject to satisfaction of certain closing conditions.

Item 3.02. Unregistered Sales of Equity Securities

The information in Item 1.01 above is incorporated herein by reference. The New Warrants described in Item 1.01 above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the 1933 Act and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. The Company currently intends to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the New Warrants.

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 New Warrants and the shares of common stock underlying the New Warrants 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.

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