Arcadia Biosciences, Inc. 8-K

What Happened

• On January 9, 2026 Arcadia Biosciences entered inducement letter agreements with certain investors; the transactions closed January 12, 2026 and were disclosed in an 8‑K filed January 14, 2026. Participating holders agreed to exercise 808,595 outstanding preferred investment options at a reduced exercise price of $2.575 per share, generating approximately $2.1 million in gross proceeds.
• In exchange the Company issued new unregistered preferred investment options (the "New Options") to purchase up to 1,617,190 shares (exercise price $2.325) and issued placement‑agent options to H.C. Wainwright (the placement agent).

Key Details

• Exercised shares/options: 808,595 existing options; gross proceeds ≈ $2.1 million (before fees/expenses).
• Reduced exercise price: existing options lowered from $9.00 to $2.575 per share (material modification).
• New Options: up to 1,617,190 shares, $2.325 exercise price, exercisable immediately; term ends 30 months after effectiveness of the related resale registration statement.
• Placement agent (H.C. Wainwright) fees and consideration: 7.0% cash placement fee of gross proceeds, 1.0% management fee, reimbursement of expenses (including $50,000 legal and $25,000 non‑accountable expense), and placement agent options to purchase 56,602 shares at $3.2188 per share.
• Registration and exercise mechanics: company will file a resale registration statement within 30 days and use commercially reasonable efforts to have it declared effective within specified timeframes; holders may cashlessly net‑exercise if the registration is not effective when exercising. Beneficial‑ownership caps of 4.99% (or 9.99% if elected) apply to option exercises.

Why It Matters

• This transaction provides Arcadia roughly $2.1M in near‑term cash for working capital and general corporate purposes while issuing new option coverage that could dilute common shareholders if exercised. The company lowered longstanding option strike prices (from $9.00 to $2.575), which enabled the cash infusion but also represents a material change to option holder economics. Investors should note the placement agent compensation and the issuance of additional options (including agent options) that could increase share count over time; resale registration efforts will affect when shares from the New Options and placement agent options can be freely traded.