Registration Statement No. 333-

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT

Under

THE SECURITIES ACT OF 1933

 

ARCADIA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

[81-0571538]

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

 

202 Cousteau Place, Suite 105

Davis, CA 95618

(Address of Principal Executive Offices) (Zip Code)

 

2015 Omnibus Equity Incentive Plan

2015 Employee Stock Purchase Plan

(Full title of the plan)

 

Rajendra Ketkar

President and Chief Executive Officer

202 Cousteau Place, Suite 105

Davis, CA 95618

(530) 756-7077

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

Copies to:

 

Matthew Plavan

Chief Financial Officer

202 Cousteau Place, Suite 105

Davis, CA 95618

Michael De Angelis, Esq.

Jeffrey Pietsch, Esq.

Weintraub Chediak Coleman Grodin Law Corporation

475 Sansome Street, Suite 1800

San Francisco, CA 94111

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common

RKDA

NASDAQ

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

☐

  

Accelerated filer

 

☐

Non-accelerated filer

 

☐   (Do not check if a small reporting company)

  

Smaller reporting company

 

☒

Emerging growth company

 

☒

 

 

 

 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

To Be Registered

 

Amount

to be

Registered(1)

 

Proposed

Maximum

Offering Price

Per Share

 

Proposed

Maximum

Aggregate

Offering Price

 

Amount of

Registration Fee

Common Stock, $0.001 Par Value

 

   21,875 (2)

 

$4.44 (4)

 

$  97,125

 

$11.78

Common Stock, $0.001 Par Value

 

   202,500 (3)

 

$5.22 (5)

 

$1,057,050

 

$128.12

Total:

 

224,375

 

 

 

$1,154,175

 

$139.90

 

 

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2015 Employee Stock Purchase Plan (the “ ESPP ”) or the 2015 Omnibus Equity Incentive Plan, as amended (the “ 2015 Plan ”), by reason of any stock dividend, stock split, recapitalization or similar transactions.

(2)

Represents 21,875 additional shares of common stock authorized as of January 1, 2019 under the evergreen provision of the ESPP.

(3)

Represents (1) 82,500 additional shares of common stock authorized as of January 1, 2019 under the evergreen provision of the 2015 Plan, and (2) 120,000 additional shares of common stock reserved for issuance under the 2015 Plan on June 3, 2019.

(4)

Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee and is equal to 85% of $5.22, the average of the high and low sales price of a share of the registrant’s common stock as reported on The NASDAQ Capital Market on June 3, 2019. Pursuant to the ESPP, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period.

(5)

Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on The NASDAQ Capital Market on June 3, 2019.

 

 

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional (i) 21,875 shares of the Registrant’s common stock available to be issued pursuant to the Registrant’s 2015 Employee Stock Purchase Plan, and (ii) 202,500 shares of the Registrant’s common stock available to be issued pursuant to the Registrant’s 2015 Omnibus Equity Incentive Plan, which are the same class as those securities previously registered on an effective Form S-8 filed with the Securities and Exchange Commission on (i) May 15, 2015 ( File No. 333-204215 ) (the “2015 Registration Statement”), (ii) March 8, 2016 ( File No. 333-210023 ) (the “2016 Registration Statement”), (iii) March 8, 2017 ( File No. 333-216545 ) (the “2017 Registration Statement”), and (iv) March 21, 2018 ( File No. 333-223805 ) (the “2018 Registration Statement”), and the contents of the 2015 Registration Statement, 2016 Registration Statement, 2017 Registration Statement, and 2018 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, is incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Exhibits

 

 

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Davis, State of California, on this 11th day of June, 2019.

 

ARCADIA BIOSCIENCES, INC.

 

 

By:

 

/s/ MATTHEW T. PLAVAN

Name:

 

Matthew T. Plavan

Title:

 

Chief Financial Officer

 

 

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Matthew T. Plavan and as attorney-in-fact, with the power of substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

 

 

 

 

 

 

/s/    RAJENDRA KETKAR        

  

President and Chief Executive Officer and Director

 

 

Rajendra Ketkar

  

(principal executive officer)

 

June 11, 2019

 

 

 

/s/    MATTHEW T. PLAVAN        

  

Chief Financial Officer

 

 

Matthew T. Plavan

  

(principal financial and accounting officer)

 

June 11, 2019

/s/   SARAH REITER

 

 

 

 

Sarah Reiter

 

Chief Commercial Officer

 

June 11, 2019

 

 

 

/s/    KEVIN COMCOWICH        

  

 

 

 

Kevin Comcowich

  

Director

 

June 11, 2019

 

 

 

/s/    ALBERT D. BOLLES        

  

 

 

 

Albert D. Bolles

  

Director

 

June 11, 2019

 

 

 

/s/    ERIC J. REY        

  

 

 

 

Eric J. Rey

  

Director

 

June 11, 2019

/s/ LILIAN SHACKELFORD MURRAY

 

 

 

 

Lilian Shackelford Murray

 

Director

 

June 11, 2019

 

 

 

/s/    GREGORY D. WALLER        

  

 

 

 

Gregory D. Waller

  

Director

 

June 11, 2019

 

 

 

/s/    AMY YODER        

  

 

 

 

Amy Yoder

  

Director

 

June 11, 2019

 

 

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