Arcadia Biosciences, Inc. 8-K

What Happened Arcadia Biosciences, Inc. announced in an 8‑K (filed December 29, 2025) that Roosevelt Resources, LP notified the company on December 24, 2025 that it was terminating the Securities Exchange Agreement that had provided for an all‑stock combination. The original Exchange Agreement was entered December 4, 2024, and a First Amendment was signed April 30, 2025 that, among other changes, extended the agreement’s Termination Date to August 15, 2025. Arcadia issued a press release about the termination on December 26, 2025 (Exhibit 99.1).

Key Details

• Agreement dates: Securities Exchange Agreement signed December 4, 2024; First Amendment dated April 30, 2025.
• Termination notice received from Roosevelt on December 24, 2025; 8‑K filed December 29, 2025.
• The April 30, 2025 Amendment changed the Termination Date to August 15, 2025.
• Arcadia stated it does not believe any break‑up fee or similar payment will be payable by either party.

Why It Matters The termination means the previously announced all‑stock combination between Arcadia and Roosevelt will not proceed. For investors, that removes a major planned corporate transaction that could have affected ownership, strategy and share value. The company’s statement that no break‑up fee is expected is material because it suggests no immediate cash payment is anticipated as a result of the termination. Investors should watch Arcadia’s future disclosures for updated strategic plans, financial impacts or any alternative transactions.