DAVIS, Calif., June 13, 2019 /PRNewswire/ -- Arcadia
Biosciences, Inc. (Nasdaq: RKDA), a food ingredient company
and proven leader in agricultural innovation, improving the quality
and nutritional content of crops, today announced that it has
entered into definitive agreements with several institutional and
accredited investors for the purchase of 1,489,575 shares of its
common stock, at a purchase price per share of $5.035, in a registered direct offering priced
at-the-market. Additionally, Arcadia has also agreed to issue to the
investors unregistered warrants to purchase up to 1,489,575 shares
of common stock. The closing of the offering is expected to occur
on or about June 14, 2019, subject to
the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as exclusive placement agent
for the offering.
The warrants to purchase up to 1,489,575 shares of common stock
have an exercise price of $5.00 per
share, will be immediately exercisable, and will expire five and
one-half years from the issue date.
The gross proceeds to Arcadia,
before deducting placement agent fees and other offering expenses,
are expected to be approximately $7.50
million. The potential gross proceeds from the exercise of
the warrants, if fully exercised on a cash basis, will be
approximately $7.48 million. No
assurance can be given that any of the warrants will be exercised.
Arcadia intends to use the net
proceeds from the offering for general corporate purposes,
including, but not limited to, hemp germplasm acquisition, breeding
and research activities, the scale-up of GoodWheatTM and
for general and administrative expenses.
The shares of common stock described above (but not the warrants
or the shares of common stock underlying the warrants) are being
offered pursuant to a "shelf" registration statement (File
333-224893) filed with the Securities and Exchange Commission (SEC)
and declared effective on June 8,
2018. Such shares of common stock may be offered only by
means of a prospectus, including a prospectus supplement, forming a
part of the effective registration statement. A prospectus
supplement and the accompanying prospectus relating to the offering
will be filed with the SEC. Copies of the prospectus supplement and
the accompanying prospectus relating to this offering may be
obtained, when available, on the SEC's website at
http://www.sec.gov or by contacting H.C. Wainwright & Co.,
LLC at 430 Park Avenue, 3rd Floor, New
York, NY 10022, by emailing placements@hcwco.com or by
calling (646) 975-6996.
The warrants described above were offered in a private placement
under Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Act"), and Regulation D promulgated thereunder and, along
with the shares of common stock underlying the warrants, have not
been registered under the Act, or applicable state securities laws.
Accordingly, the warrants and underlying shares of common stock may
not be offered or sold in the United
States except pursuant to an effective registration
statement or an applicable exemption from the registration
requirements of the Act and such applicable state securities
laws.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein, nor shall there be any sale of these securities in any
state or jurisdiction in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
About Arcadia Biosciences, Inc.
Arcadia Biosciences (Nasdaq: RKDA) develops and markets
high-value food ingredients and nutritional oils that help meet
consumer demand for a healthier diet. Arcadia's GoodWheat™ branded ingredients
deliver health benefits to consumers and enable consumer packaged
goods companies to differentiate their brands in the marketplace.
The company's agricultural traits are being developed to enable
farmers around the world to be more productive and minimize the
impact of agriculture on the environment. For more
information, visit www.arcadiabio.com.
Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are subject to risks and
uncertainties that could cause actual results to differ materially,
and reported results should not be considered as an indication of
future performance. These risks and uncertainties include, but are
not limited to: the proposed offering and the anticipated use of
proceeds therefrom, the completion and size of the registered
direct offering, including, without limitation, market conditions
and the satisfaction of closing conditions related to the
registered direct offering and other risks set forth in the
company's filings with the Securities and Exchange Commission from
time to time, including the risks set forth in the company's annual
report on Form 10-K for the year ended December 31, 2018 and other filings. These
forward-looking statements speak only as of the date hereof, and
Arcadia Biosciences, Inc. disclaims any obligation to update these
forward-looking statements.
Press Contact:
Trailblaze
Lisa Weser
lisa@trailblaze.co
Twitter: @ArcadiaAg on Twitter
LinkedIn: Arcadia Biosciences
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SOURCE Arcadia Biosciences, Inc.