Arcadia Biosciences, Inc.
For the period ended Dec 31, 2025. Filed Mar 26, 2026.
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FY2025 · Filed Mar 26, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 16. Form 10-K Summary
Exhibit Index
| Incorporated by Reference | |||||
|---|---|---|---|---|---|
| ExhibitNumber · Exhibit Description · Form · File No. · Exhibit · FilingDate · FiledHerewith | |||||
| 2.1 | Securities Exchange Agreement dated as of December 4, 2024. | 8-K | 001-37383 | 2.1 | 12/06/2024 |
| 2.2 | First Amendment to Securities and Exchange Agreement dated as of April 25, 2025 | S-4/A | 333-284972 | 2.2 | 7/31/2025 |
| 3.1 | Amended and Restated Certificate of Incorporation of Registrant. | 8-K | 001-37383 | 3.1 | 5/26/2015 |
| 3.2 | Amendment to the Amended and Restated Certificate of Incorporation of Registrant. | 8-K | 001-37383 | 3.1 | 2/28/2023 |
| 3.3 | Certificate of Designation of Series A Preferred Stock. | 8-K | 001-37383 | 3.1 | 12/8/2022 |
| 3.4 | Amended and Restated Bylaws of Registrant. | 8-K | 001-37383 | 3.2 | 5/26/2015 |
| 3.5 | Amendment to the Amended and Restated Bylaws of Registrant. | 8-K | 001-37383 | 3.2 | 12/8/2022 |
| 4.1 | Form of Registrant’s common stock certificate. | S-3 | 333-224061 | 4.1 | 3/30/2018 |
| 4.2 | Form of Investor Warrant. | 8-K | 001-37383 | 4.1 | 12/22/2020 |
| 4.3 | Form of Placement Agent Warrant. | 8-K | 001-37383 | 4.2 | 12/22/2020 |
| 4.4 | Form of Investor Warrant. | 8-K | 001-37383 | 4.1 | 1/29/2021 |
| 4.5 | Form of Placement Agent Warrant. | 8-K | 001-37383 | 4.2 | 1/29/2021 |
| 4.6 | Form of Investor Pre-Funded Warrant. | 8-K | 001-37383 | 4.1 | 8/16/2022 |
| 4.7 | Form of Investor Preferred Investment Option. | 8-K | 001-37383 | 4.2 | 8/16/2022 |
| 4.8 | Form of Placement Agent Preferred Investment Option. | 8-K | 001-37383 | 4.3 | 8/16/2022 |
| 4.9 | Form of Pre-Funded Warrant. | 8-K | 001-37383 | 4.1 | 3/3/2023 |
| 4.10 | Form of Series A Preferred Investment Option. | 8-K | 001-37383 | 4.2 | 3/3/2023 |
| 4.11 | Form of Series B Preferred Investment Option. | 8-K | 001-37383 | 4.3 | 3/3/2023 |
| 4.12 | Form of Placement Agent Preferred Investment Option. | 8-K | 001-37383 | 4.4 | 3/3/2023 |
| 4.13 | Form of Preferred Investment Option. | 8-K | 001-37383 | 4.1 | 1/14/2026 |
| 4.14 | Form of Placement Agent Preferred Investment Option. | 8-K | 001-37383 | 4.4 | 1/14/2026 |
| 4.15 | Description of Registrant’s Securities Pursuant to Section 12 of the Securities Exchange Act of 1934, as amended. | 10-K | 001-37383 | 4.7 | 3/28/2024 |
| 10.1* | Form of Indemnification Agreement between the Registrant and each of its Officers and Directors. | S-1 | 333-202124 | 10.7 | 2/17/2015 |
| 10.2* | 2015 Omnibus Equity Incentive Plan and forms of agreement thereunder. | 10-Q | 001-37383 | 10.5 | 8/13/2024 |
| 10.3* | Executive Incentive Bonus Plan. | S-1/A | 333-202124 | 10.15 | 5/11/2015 |
| 10.4* | Amended and Restated Director Compensation Policy. | 10-Q | 001-37383 | 10.14 | 5/10/2016 |
| 10.5* | Form of Severance and Change in Control Agreement. | S-1/A | 333-202124 | 10.18 | 4/6/2015 |
| 10.6* | Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer. | 8-K/A | 001-37383 | 10.1 | 1/5/2023 |
| 10.7 | Form of Registration Rights Agreement. | 8-K | 001-37383 | 10.2 | 3/23/2018 |
| 10.8 | Form of Securities Purchase Agreement dated as of December 18, 2020, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. | 8-K | 001-37383 | 10.1 | 12/22/2020 |
| 10.9 | Form of Securities Purchase Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. | 8-K | 001-37383 | 10.1 | 1/29/2021 | |
| 10.10 | Form of Registration Rights Agreement dated as of January 25, 2021, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. | 8-K | 001-37383 | 10.2 | 1/29/2021 | |
| 10.11 | Form of Securities Purchase Agreement, dated as of August 12, 2022, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. | 8-K | 001-37383 | 10.1 | 8/16/2022 | |
| 10.12 | Form of Securities Purchase Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. | 8-K | 001-37383 | 10.1 | 3/3/2023 | |
| 10.13 | Form of Registration Rights Agreement dated as of March 2, 2023, between Arcadia Biosciences, Inc. and each purchaser named on the signature pages thereto. | 8-K | 001-37383 | 10.2 | 3/3/2023 | |
| 10.14 | Form of Investment Option Amendment, dated as of March 2, 2023. | 8-K | 001-37383 | 10.3 | 3/3/2023 | |
| 10.15+±** | Asset Purchase Agreement | 8-K | 001-37383 | 10.1 | 5/17/2024 | |
| 10.16+±** | Asset Purchase Agreement | 8-K | 001-37383 | 10.1 | 5/20/2024 | |
| 10.17 | Promissory Note | 8-K | 001-37383 | 10.2 | 5/20/2024 | |
| 10.18 | Security Agreement | 8-K | 001-37383 | 10.3 | 5/20/2024 | |
| 10.19 | Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer | 8-K/A | 001-37383 | 10.1 | 8/23/2024 | |
| 10.20 | Employment Letter and Severance and Change in Control Agreement for Mark Kawakami | 8-K/A | 001-37383 | 10.2 | 8/23/2024 | |
| 10.21 | Form of Inducement Letter Agreement dated January 9, 2026. | 8-K | 001-37383 | 10.1 | 1/14/2026 | |
| 19.1 | Insider Trading Disclosure Policy | 10-K/A | 001-37383 | 19.1 | 4/30/2025 | |
| 21.1 | List of subsidiaries of the Registrant. | S-1 | 333-262407 | 21.1 | 1/28/2022 | |
| 23.1 | Consent of Deloitte & Touche LLP, independent registered public accounting firm. | X | ||||
| 24.1 | Power of attorney (included in the signature page to this filing). | X | ||||
| 31.1 · Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | ||||||
|---|---|---|---|---|---|---|
| 31.2 · Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 32.1 · Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 32.2 · Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. · X | ||||||
| 97.1 | Dodd-Frank Clawback Policy. | 10-K | 001-37383 | 97.1 | 3/28/2024 | |
| 101.INS | Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document | X | ||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents | X | ||||
| 104.1 | Cover page from the Company's Annual Report on Form 10-K for the year ended December 31, 2025, formatted in inline XBRL (and contained in Exhibit 101) | X | ||||
- Indicates a management contract or compensatory plan or arrangement.
- Certain portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K as we have determined they (1) are not material and (2) are the type that the Company treats as private or confidential. The Registrant hereby agrees to furnish a copy of any omitted portion to the SEC upon request.
± Annexes, schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the SEC.
** Schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Registrant hereby undertakes to furnish supplemental copies of any of the omitted schedules and exhibits upon request by the SEC.
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