M&A - Arcadia Biosciences, Inc.

Form Type: 8-K

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000095017025073711

Filing Summary: On May 14, 2025, Arcadia Biosciences, Inc. reported an update related to its asset sale to Above Food Corp., where Arcadia sold certain assets of its GoodWheat business and transferred $2,000,000. In exchange, Above Food provided a promissory note of $6,000,000. Arcadia is entitled to receive Parent Shares from Above Food, which has become a wholly-owned subsidiary of Above Food Ingredients Inc. After delivering a notice for the issuance of approximately 3.5 million shares, Buyer failed to make the required payment of principal and interest on May 14, 2025, resulting in a potential event of default. Additionally, the document references a previous Exchange Agreement from December 2024 for an all-stock transaction combining Arcadia with Roosevelt Resources, LP. Arcadia intends to file further materials with the SEC regarding the proposed transaction, urging stockholders to review these documents carefully due to their importance in understanding the transaction and associated risks.

Form Type: 425

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000095017025066422

Filing Summary: On May 8, 2025, Arcadia Biosciences, Inc. issued a press release detailing its financial results for the first quarter ended March 31, 2025, and announcing its merger with Roosevelt Resources, LP. Under the terms of the Securities Exchange Agreement established in December 2024, Arcadia will exchange shares of its common stock for all equity interests in Roosevelt. The document emphasizes that this report along with the attached press releases and financial information does not constitute a solicitation for proxies or an offer to sell securities. Additional information about the transaction will be provided in the Registration Statement on Form S-4, which the company filed on February 14, 2025, and investors are encouraged to read related materials when available.

Form Type: 8-K

Filing Date: 2025-05-08

Corporate Action: Merger

Type: Update

Accession Number: 000095017025066420

Filing Summary: On May 8, 2025, Arcadia Biosciences, Inc. announced financial results for the first quarter ended March 31, 2025, via a press release. They also provided financial information as part of the filing. Additionally, reference was made to a prior Form 8-K filed on December 6, 2024, regarding a Securities Exchange Agreement with Roosevelt Resources, LP which proposes a merger through an all-stock transaction. Arcadia intends to issue shares of its common stock to Roosevelt's partners in exchange for all equity interests in Roosevelt. It was emphasized that this document does not constitute a solicitation or offer related to the proposed transaction, nor is it intended to substitute any official proxy statement or registration statement related to the merger. The company plans to file relevant materials with the SEC following the registration statement becoming effective. Investors are encouraged to review the proxy materials once available, as they will contain important details about the merger with Roosevelt.

Form Type: 425

Filing Date: 2025-05-02

Corporate Action: Acquisition

Type: Update

Accession Number: 000095017025062927

Filing Summary: On April 30, 2025, Arcadia Biosciences, Inc. filed an amendment to the Securities Exchange Agreement with Roosevelt Resources, LP, under which Arcadia will acquire all limited partnership interests of Roosevelt in an all-stock transaction. The amendment extends the termination date for the closing of the transaction to August 15, 2025, and alters the calculation for shares issued to Roosevelt's limited partners such that 90% of Arcadia's common stock outstanding post-closing will be exchanged. The amendment also removes certain definitions regarding the company's cash amount at the time of closing. Investors are urged to read upcoming materials related to this transaction thoroughly as they will contain important information about the exchange and associated risks.

Form Type: 8-K

Filing Date: 2025-05-02

Corporate Action: Merger

Type: Update

Accession Number: 000095017025062913

Filing Summary: On April 30, 2025, Arcadia Biosciences, Inc. entered into a First Amendment to the Securities Exchange Agreement with Roosevelt Resources, LP and other parties. This Amendment modifies several provisions of the original Exchange Agreement dated December 4, 2024, which involves the combination of Arcadia and Roosevelt in an all-stock transaction. Key changes include extending the Termination Date to August 15, 2025, and adjusting the calculation of shares to be issued to Roosevelt's Limited Partners to ensure that they will receive 90% of the outstanding shares post-Closing, without adjustments based on the cash position of Arcadia at that time. The amendment seeks to clarify terms around the merger process and ensure compliance with regulatory expectations. Additional materials and documents related to this transaction have been filed with the SEC, emphasizing the importance for stockholders to review all paperwork thoroughly.

Form Type: 8-K

Filing Date: 2025-03-20

Corporate Action: Merger

Type: Update

Accession Number: 000095017025042647

Filing Summary: On March 20, 2025, Arcadia Biosciences, Inc. announced its financial results for the fourth quarter and year ended December 31, 2024, in a press release attached to the 8-K filing as Exhibit 99.1. The filing also included the Company’s annual financial information tables as Exhibit 99.2. Additionally, the filing references a previously announced Securities Exchange Agreement with Roosevelt Resources, LP, which entails the combination of the two companies in an all-stock transaction. Arcadia will issue shares of its common stock to the partners of Roosevelt in exchange for all equity interests in Roosevelt at the closing of the transaction. Furthermore, stockholders are encouraged to review the Registration Statement and proxy statement/prospectus related to the proposed transaction, filed with the SEC, highlighting the importance of these documents in understanding the risks and details of the merger. The filing clarifies that it does not constitute a solicitation of proxies or an offer to sell securities.