Arcadia Biosciences, Inc 10-K/A, filed Apr 30, 2025
Arcadia Biosciences, Inc. (RKDA)
About this 10-K/A
Arcadia Biosciences, Inc filed this 10-K/A on April 30, 2025, covering the fiscal year ended December 31, 2024.
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the fiscal year ended
OR
Commission File Number
(Exact name of Registrant as specified in its Charter)
(State or other jurisdiction of |
(I.R.S. Employer |
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(Address of principal executive offices) |
(Zip Code) |
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(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant as of June 30, 2024, the last business day of the Registrant’s most recently completed second fiscal quarter, was approximately $
As of April 23, 2025, the registrant had
DOCUMENTS INCORPORATED BY REFERENCE
None
Table of Contents
EXPLANATORY NOTE
FORM 10-K/A
Amendment No. 1
INDEX
PART III |
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Item 10. |
1 |
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Item 11. |
5 |
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Item 12. |
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
14 |
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Item 13. |
Certain Relationships and Related Transactions, and Director Independence |
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Item 14. |
19 |
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PART IV |
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Item 15. |
20 |
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PART III
ITEM 10: DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers and Directors
The following table sets forth the names, ages and positions of our executive officers and directors (ages as of March 31, 2025):
Name |
|
Age |
|
|
Position |
|
Thomas J. Schaefer |
|
|
49 |
|
|
President and Chief Executive Officer |
Mark Kawakami |
|
|
47 |
|
|
Chief Financial Officer |
Kevin Comcowich |
|
|
56 |
|
|
Chair of the Board of Directors |
Albert D. Bolles, Ph.D. |
|
|
67 |
|
|
Director |
Deborah Carosella |
|
|
68 |
|
|
Director |
Lilian Shackelford Murray |
|
|
66 |
|
|
Director |
Amy Yoder |
|
|
58 |
|
|
Director |
Gregory D. Waller |
|
|
75 |
|
|
Director |
Executive Officers
Thomas J. Schaefer was appointed as our Chief Financial Officer in January 2023 and was appointed as our President and Chief Executive Officer in July 2024. Mr. Schaefer is an accomplished finance executive with more than 20 years of investment and corporate finance experience. Mr. Schaefer joined Arcadia in July 2020 as senior director of finance and served as vice president of finance and investor relations for the company until his appointment as Chief Financial Officer. Prior to that, Mr. Schaefer was the director of finance at Flavor Producers, a portfolio company owned by the private equity firm GTCR that specializes in beverages and snacks, from June 2018 through July 2020. Mr. Schaefer worked as a consultant for Applied FP&A, LLC from January 2018 through June 2018. Prior to 2018, he held a number of finance roles with various companies and worked as an equity research analyst with Edward Jones early in his career. Mr. Schaefer, a chartered financial analyst, earned a bachelor of business administration in economics and finance from McKendree University in Lebanon, Illinois and a master of business administration from the Marshall School of Business at the University of Southern California.
Mark Kawakami was appointed as our Chief Financial Officer in July 2024. Mr. Kawakami joined Arcadia in September 2021 as the director of finance, and from January 2023 to July 2024, he served as Arcadia’s vice president of finance. Prior to joining Arcadia, Mr. Kawakami was the director of business analytics at Renaissance Food Group from July 2020 to August 2021. Renaissance Food Group, a subsidiary of Calavo Growers, specialized in the manufacture of consumer food products distributed through multiple retail and wholesale channels. From February 2018 to July 2020, Mr. Kawakami worked as a consultant for DLC, a consultancy specializing in finance, accounting, and project management. Prior to 2018, Mr. Kawakami worked as a finance consultant and held finance roles with companies in various industries including grocery, convenience retail, and financial services. Mr. Kawakami earned a bachelor of International Relations from the University of Southern California and a master of business administration from the Marshall School of Business at the University of Southern California.
Each executive officer serves at the discretion of our Board of Directors and holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.
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Non-employee Directors
Kevin Comcowich has served as a director of our Company since November 2016. From January 1, 2022 to February 2, 2022, he served as Interim Chief Executive Officer while the Company conducted a search for a permanent Chief Executive Officer. Before retiring in 2014, he was a founder and portfolio manager of HTX Energy Fund, a hedge fund, in Houston, Texas since 2012. He was previously the President and Chief Investment Officer (CIO) of Sound Energy Partners and served as Chief Information Officer and research analyst for Southport Energy Plus Partners Fund. Mr. Comcowich received his MBA from the University of Indiana and earned his bachelor’s degree from the College of the Holy Cross. We believe Mr. Comcowich is qualified to serve on our Board of Directors due to his extensive experience in financial leadership, business strategy, investment management and global capital market strategies.
Albert D. Bolles, Ph.D. joined our Board of Directors in May 2018. Dr. Bolles currently advises multiple companies in the consumer products sector in a broad range of business initiatives. He most recently completed his tenure as the Chief Executive Officer of Landec Corporation from June 2019 to August 2022. In this role, he successfully led profitability, operating, innovation and quality improvements enabling divestiture of the Curation Foods businesses, as well as transitioning the Lifecore Biomedical business from Landec to a stand-alone corporation. Prior to his appointment at Landec, Dr. Bolles served as Executive Vice President, Chief Technology and Operations Officer of ConAgra Foods, a leading consumer products food company with net sales exceeding $16 billion. Preceding that role, Dr. Bolles was Executive Vice President, Research, Quality and Innovation for ConAgra, championing the development and execution of multiple new and improved products, realizing incremental growth for ConAgra Foods and a multiyear pipeline to sustain and advance growth further. Before joining ConAgra in 2006, Dr. Bolles served as Vice President of worldwide research and development for PepsiCo Beverages and Foods and Quaker Foods, including product process, package and sensory R&D, Nutrition, Quality and Scientific & Regulatory Affairs. Dr. Bolles holds several patents and has won numerous awards for his contributions to the world of food science. He is a graduate of Michigan State University, where he earned Ph.D. and M.S. degrees in food science and a bachelor’s degree in microbiology. He currently serves as a director of SunOpta, a publicly traded company, where he is also on the Nominating and Governance Committee. We believe Dr. Bolles is qualified to serve on our Board of Directors because of his more than 30 years of experience in the consumer food industry in the areas of research and development, innovation, quality and end-to-end supply chain.
Lilian Shackelford Murray joined our Board of Directors in June 2018, and had previously served as a Board observer to the Company from March 2007 until May 2015. Ms. Murray is a Managing Member of Ponte Partners, a secondary investment management firm, since January 2019. Ms. Murray was also the founder and manager of Dovedale Investments, LLC, a money management firm, from January 2011 to February 2023. From 2002 to 2018, Ms. Murray served as a managing member of multiple investment management funds with Saints Capital. Ms. Murray was previously an investment banker with Prudential Volpe Technology Group, Volpe, Brown Whelan, Wheat First Securities, Dean Witter Reynolds and EF Hutton. Ms. Murray’s prior board experience includes service as a director of a number of privately held companies. Ms. Murray received an MBA from Harvard Business School and a BS from the University of Virginia. Ms. Murray’s qualifications to serve on the Board include over 40 years of financial and management experience as a financial advisor, investment banker and managing director of investment funds, as well as her familiarity with the company’s business, operations and board functions from her previous service as a board observer.
Amy Yoder joined the Board in June 2017. Since October 2024 Ms.Yoder has led the global supply chain for Farmers Business Network. FBN, is one of the largest online retailers for agricultural inputs. From January 2023 to September 2024, she served as the CEO of QC Supply, a company focused on providing retail services and distribution for the agricultural protein segment. From June 2015 to December 2022, she was the President and CEO of Anuvia Plant Nutrients, a company that creates enhanced plant nutrition products from recycled organic waste sources. From 2012 to 2015, Ms. Yoder was the President and CEO of Arysta Life Science, a publicly-held agricultural solutions company. Ms. Yoder has also held a variety of senior sales, marketing and executive positions with companies throughout the agricultural and related industries, including Spectrum Brands, BioLab and United Agri Products. Ms. Yoder received a bachelor’s degree in agricultural technology and systems management from Michigan State University, with an emphasis in crop and soil science. She has served on boards of various companies, agricultural associations and universities, including Compass Minerals International, a publicly traded
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company, between 2012 and 2023. We believe Ms. Yoder is qualified to serve on our Board of Directors due to her extensive experience across various agriculture sectors, deep knowledge of the capital markets and public board governance expertise.
Deborah Carosella joined our Board of Directors in February 2021. Ms. Carosella also serves as a director on the board of Leaning Tree greeting card company. Ms. Carosella has over 30 years of experience in the consumer products goods industry, with both large corporations and smaller, entrepreneurial, high growth companies. Currently, Ms. Carosella serves on the global executive advisory board for Gryphon Investors, a mid-cap private equity company. Ms. Carosella has extensive experience in the natural and organic foods industry, and particular expertise in general management, customer and consumer strategy, strategic marketing, brand and new product development, and innovation. She has served as a strategic consultant for various natural and organic food companies and as an advisor to select private equity firms since 2017. Previously, Ms. Carosella was CEO of Madhava Natural Sweeteners, a Boulder, Colorado-based natural and organic sweetener company until December 2016. Prior to Madhava, Ms. Carosella was Senior Vice President of Innovation and a member of the Executive Leadership Team at WhiteWave/Dean Foods. She joined WhiteWave/Dean Foods from ConAgra Foods, Inc. where she held various roles including Vice President, General Manager and Vice President, Strategic Marketing and Innovation and Executive Vice President New Platforms while serving on the Executive Leadership Team with business unit- specific and enterprise-wide responsibilities. Ms. Carosella began her career in the advertising, branding and innovation agency business, serving as President of her own agency after working for several years with large, multi-national agencies. We believe Ms. Carosella is qualified to serve on our Board of Directors because of her more than 30 years of experience in consumer products and specifically in the areas of strategic marketing, branding and new product innovation.
Gregory D. Waller has served as a director of the Company since June 2017. He has also served as a board member of Nuwellis, Inc. since August 2011, a publicly traded company. From October 2011 to October 2015, Mr. Waller was Chief Financial Officer of Ulthera Corporation, a privately-held company providing ultrasound technology for aesthetic and medical applications, which was sold to Merz North America in July 2014. From March 2006 until April 2011, Mr. Waller was Chief Financial Officer of Universal Building Products, a manufacturer of concrete construction accessories. Mr. Waller served as Vice President-Finance, Chief Financial Officer and Treasurer of Sybron Dental Specialties, Inc., a manufacturer and marketer of consumable dental products, from August 1993 until his retirement in May 2005 and was formerly the Vice President and Treasurer of Kerr, Ormco Corporation, and Metrex. Mr. Waller’s prior board experience includes service as a director for the following publicly-traded companies: Endologix Corporation, from November 2003 to October 2020; Cardiogenesis Corporation, from April 2007 until its acquisition by Cryolife in 2011; Clarient, Inc., from December 2006 until its acquisition by General Electric Company in December 2010; Biolase Technology, Inc., from October 2009 to August 2010; SenoRx, Inc., from May 2006 until its acquisition by C.R. Bard, Inc. in July 2010; and Alsius Corporation, from June 2007 until its acquisition by Zoll Medical Corporation in September 2009. Mr. Waller has a Master of Business Administration with a concentration in accounting from California State University, Fullerton. We believe Mr. Waller is qualified to serve as a member of our Board of Directors because of his 45 years of financial and management experience, as well as his familiarity with public company board functions from his service on the Boards of other public companies.
Director Independence
Our Board of Directors has undertaken a review of its composition, the composition of its committees, and the independence of each director, and has considered whether any director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based on information provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that Dr. Bolles, Mses. Shackelford Murray, Yoder and Carosella, and Messrs. Comcowich and Waller do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directors is “independent” as that term is defined under the applicable rules and regulations of the SEC, and the listing standards of The Nasdaq Stock Market (the “Applicable Rules ”). In making these determinations, our Board of Directors considered the current and prior relationships that each director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director or affiliated entities, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”
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Audit Committee
Our audit committee is currently comprised of Mr. Waller and Mses. Shackelford Murray and Yoder, with Mr. Waller serving as audit committee chair. Our Board of Directors has determined that each of the members of our audit committee satisfies the requirements for independence and financial literacy under the current listing standards of The Nasdaq Stock Market and SEC rules and regulations, including Rule 10A-3. Our Board of Directors also has determined that Ms. Shackelford Murray and Mr. Waller are audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. The responsibilities of our audit committee include, among other things:
Director Nominations
No material changes have been made to the procedures by which security holders may recommend nominees to our Board from those that were described in our definitive proxy statement for our 2024 annual meeting of stockholders that was filed with the SEC on May 16, 2024.
Code of Business Conduct and Ethics
We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. A copy of our Code of Business Conduct and Ethics is available in the Investors section of our website at http://ir.arcadiabio.com under “Corporate Governance.” If we make any substantive amendments to, or grant any waivers from, the Code of Business Conduct and Ethics, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.
Insider Trading Policy
The Company has
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Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires directors, certain officers, and ten percent (10%) stockholders to file reports of ownership and changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no other reports were required, we believe that except as described below, all reports for the Company’s officers and directors that were required to be filed under Section 16 of the Exchange Act were timely filed in 2024. On July 18, 2024, Mark Kawakami filed an initial statement of beneficial ownership of securities on Form 3 in connection with his appointment as Chief Financial Officer effective July 5, 2024.
ITEM 11. EXECUTIVE COMPENSATION
Processes and Procedures for Compensation Decisions
Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to the Board of Directors on its discussions, decisions and other actions. Our Chief Executive Officer makes recommendations to our compensation committee, attends committee meetings, and is involved in the determination of compensation for the respective executive officers that report to him, except that our Chief Executive Officer does not make recommendations as to his own compensation. Additionally, our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results, and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the Chief Executive Officer, as well as each individual compensation component. Our compensation committee makes recommendations to the Board of Directors regarding compensation for our Chief Executive Officer. The independent members of the Board of Directors make the final decisions regarding executive compensation for our Chief Executive Officer.
The compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies.
2024 Summary Compensation Table
The following table provides information regarding the compensation during the fiscal years ended December 31, 2024 and 2023 of (i) each person who served as our chief executive officer during fiscal 2024; (ii) the two most highly compensated officers other than the chief executive officer who were serving as executive officers at the end of fiscal 2024 and whose total compensation for such year exceeded $100,000; and (iii) up to two additional individuals for whom disclosures would have been provided in this table under part (ii) of this sentence, but for the fact that such persons were not serving as executive officers as of the end of fiscal 2024 (sometimes referred to collectively as the “named executive officers”).
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Name and Principal Position |
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Fiscal |
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Salary |
|
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Bonus |
|
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Stock |
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Option |
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Non- |
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All |
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Total |
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Stanley E. Jacot, Jr. |
|
2024 |
|
$ |
230,031 |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
$ |
288,077 |
|
|
$ |
518,108 |
|
Former President and Chief |
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2023 |
|
$ |
350,000 |
|
|
|
— |
|
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— |
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$ |
10,021 |
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$ |
165,156 |
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|
|
— |
|
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$ |
525,177 |
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Thomas J. Schaefer |
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2024 |
|
$ |
260,000 |
|
|
$ |
65,000 |
|
|
|
— |
|
|
$ |
43,888 |
|
|
$ |
126,853 |
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|
$ |
3,736 |
|
|
$ |
499,477 |
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President and Chief |
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2023 |
|
$ |
260,000 |
|
|
|
— |
|
|
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— |
|
|
$ |
22,388 |
|
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$ |
98,150 |
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|
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— |
|
|
$ |
380,538 |
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Mark Kawakami |
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2024 |
|
$ |
212,742 |
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|
$ |
53,016 |
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|
|
— |
|
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$ |
43,888 |
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$ |
57,802 |
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$ |
2,727 |
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$ |
370,175 |
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Chief Financial Officer (5) |
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2023 |
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— |
|
|
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— |
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|
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— |
|
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— |
|
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— |
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|
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— |
|
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— |
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Laura Pitlik |
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2024 |
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$ |
88,942 |
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|
|
— |
|
|
|
— |
|
|
|
— |
|
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|
— |
|
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$ |
65,885 |
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|
$ |
154,826 |
|
Former Chief Marketing Officer (6) |
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2023 |
|
$ |
250,000 |
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|
|
— |
|
|
|
— |
|
|
$ |
10,021 |
|
|
$ |
86,250 |
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|
|
— |
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$ |
346,271 |
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|
(1) Amounts do not reflect compensation actually received by the officer. Instead, the amounts represent aggregate grant date fair value of options granted during 2024 computed in accordance with ASC Topic 718 Stock Compensation. The valuation assumptions used in determining such amounts are consistent with those described in Note 14 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.
(2) The amounts shown for 2024 represent amounts earned pursuant to our Executive Incentive Bonus Plan for services in 2024, which were paid in 2025. The amounts shown for 2023 represent amounts earned pursuant to our Executive Incentive Bonus Plan for services in 2023, which were paid in 2024. The amounts for 2024 and 2023 were determined based on a weighting of the achievement of Financial and Individual Goals.
(3) Mr. Jacot resigned as our President and Chief Executive Officer, effective as of July 2, 2024. Amounts reflected as "all other compensation" in the above table represent a severance payment pursuant to a Separation Agreement with the Company.
(4) Mr. Schaefer served as the Company’s Chief Financial Officer until his appointment as Chief Executive Officer on July 3, 2024. Amounts shown in the table include compensation for services rendered in all capacities.
(5) Mr. Kawakami served as the Vice President of Finance until his appointment as Chief Financial Officer on July 3, 2024. Amounts shown in the table include compensation for services rendered in all capacities.
(6) Ms. Pitlik resigned as our Chief Marketing Officer, effective as of March 1, 2024. Amounts reflected as "all other compensation" in the above table represent a severance payment pursuant to a Separation Agreement with the Company.
Named Executive Officer Employment Arrangements
Stanley E. Jacot, Jr. (Former President and Chief Executive Officer)
Pursuant to his employment offer letter dated January 31, 2022, Mr. Jacot's starting compensation when appointed to the position of President and Chief Executive Officer in February 2022, included an annual base salary of $350,000 and a target bonus opportunity of 50% of his annual base salary. Additionally, Mr. Jacot was granted an inducement stock option on February 2, 2022 to purchase 7,902 shares of the Company’s common stock with an exercise price of $36.40 per share. The stock options had a term of ten years and were to vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to his continued service through the applicable vesting dates. In April 2023, Mr. Jacot was granted options to purchase 1,500 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The stock options had a term of ten years and were to vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. Mr. Jacot was eligible to receive discretionary cash bonuses as determined by the Compensation Committee or the Board of Directors.
On July 2, 2024, Mr. Jacot resigned as Arcadia’s president and chief executive officer. Arcadia and Mr. Jacot entered into a Separation and Release Agreement, which superseded any previous agreements regarding its subject matter, pursuant to which Arcadia paid Mr. Jacot a cash severance payment equal to $288,077. In addition, the Separation Agreement provided for twelve months of accelerated vesting of stock options held by Mr. Jacot and the
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payment of Mr. Jacot’s health insurance premiums through February 2025. Mr. Jacot also signed a general release of claims.
Thomas J. Schaefer (Chief Financial Officer; President and Chief Executive Officer)
In connection with the appointment of Mr. Schaefer to the position of Chief Financial Officer in January 2023, Mr. Schaefer entered into an employment letter agreement and a CIC Agreement (as defined below). Pursuant to the employment letter, Mr. Schaefer's annual base salary was increased to $260,000 and his target bonus opportunity was established at 40%. Additionally, Mr. Schaefer was granted options to purchase 1,250 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The stock options have a term of ten years and vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. In April 2023, Mr. Schaefer was granted options to purchase 1,500 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The stock options have a term of ten years and vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. In August 2024, Mr. Schaefer was granted options to purchase 20,000 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The stock options have a term of ten years and vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. Mr. Schaefer is eligible to receive discretionary cash bonuses as determined by the Compensation Committee or the Board of Directors.
On August 20, 2024, the Company and Mr. Schaefer entered into an employment letter and severance and change in control agreement (the “Schaefer Employment Letter”) that establishes his base salary as of the effective date of his appointment as chief executive officer as $260,000 per annum and his 2024 target bonus opportunity as 40% of his base salary for the portion of 2024 he served as the Company’s chief financial officer and 50% of his base salary for the portion of 2024 that he serves as the Company’s chief executive officer. As set forth in the Schaefer Employment Letter, and consistent with the Company’s other named executive officers, Mr. Schaefer’s employment is “at-will.” Mr. Schaefer also entered into a severance and change in control agreement with the Company (the “Schaefer CIC Agreement”), which by its terms was effective as of the effective date of his employment as chief executive officer and will expire on the third anniversary of the effective date, and which supersedes previous change in control agreements or severance provisions contained in previous employment agreements. Pursuant to the Schaefer CIC Agreement, if the Company terminates Mr. Schaefer’s employment for a reason other than cause or Mr. Schaefer’s death or disability at any time other than during the twelve-month period immediately following a change of control, then Mr. Schaefer will receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of six months; (ii) reimbursement for premiums paid for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for Mr. Schaefer and his eligible dependents for up to six months; and (iii) a pro-rated portion of the annual cash bonus he would have been entitled to receive for the year of termination if he had remained employed by the Company through the end of such year.
If during the twelve-month period immediately following a change of control, (x) the Company terminates Mr. Schaefer’s employment for a reason other than cause or Mr. Schaefer’s death or disability, or (y) Mr. Schaefer resigns from employment for good reason, then, in lieu of the above described severance benefits, Mr. Schaefer shall receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of twelve months; (ii) reimbursement for premiums paid for coverage pursuant to COBRA for Mr. Schaefer and his eligible dependents for up to twelve months; (iii) a pro-rated portion of the annual cash bonus he would have been entitled to receive for the year of termination if he had remained employed by the Company through the end of such year; and (iv) vesting shall accelerate as to 100% of all of Mr. Schaefer’s outstanding equity awards.
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Mark Kawakami (Chief Financial Officer)
On August 20, 2024, the Company and Mr. Kawakami entered into an employment letter and severance and change in control agreement (the “Kawakami Employment Letter”, and together with the Schaefer Employment Letter, the “Employment Letters”) that establishes his base salary as of the effective date of his appointment as chief financial officer as $212,063 per annum and his 2024 target bonus opportunity as 20% of his base salary for the portion of 2024 he served as the Company’s vice president of finance and 30% of his base salary for the portion of 2024 that he served as the Company’s chief financial officer. As set forth in the Employment Letter, and consistent with the Company’s other named executive officers, Mr. Kawakami’s employment is “at-will.” Mr. Kawakami also entered into a severance and change in control agreement with the Company (the “Kawakami CIC Agreement”, and together with the Schaefer CIC Agreement, the “CIC Agreements”), which by its terms was effective as of the effective date of his employment as chief financial officer and will expire on the third anniversary of the effective date, and which supersedes previous change in control agreements or severance provisions contained in previous employment agreements. Pursuant to the Kawakami CIC Agreement, if the Company terminates Mr. Kawakami’s employment for a reason other than cause or Mr. Kawakami’s death or disability at any time other than during the twelve-month period immediately following a change of control, then Mr. Kawakami will receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of six months; (ii) reimbursement for premiums paid for coverage pursuant to COBRA for Mr. Kawakami and his eligible dependents for up to six months; and (iii) a pro-rated portion of the annual cash bonus he would have been entitled to receive for the year of termination if he had remained employed by the Company through the end of such year.
If during the twelve-month period immediately following a change of control, (x) the Company terminates Mr. Kawakami’s employment for a reason other than cause or Mr. Kawakami’s death or disability, or (y) Mr. Kawakami resigns from employment for good reason, then, in lieu of the above described severance benefits, Mr. Kawakami shall receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of twelve months; (ii) reimbursement for premiums paid for coverage pursuant to COBRA for Mr. Kawakami and his eligible dependents for up to twelve months; (iii) a pro-rated portion of the annual cash bonus he would have been entitled to receive for the year of termination if he had remained employed by the Company through the end of such year; and (iv) vesting shall accelerate as to 100% of all of Mr. Kawakami’s outstanding equity awards.
In August 2024, Mr. Kawakami was granted options to purchase 20,000 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The stock options have a term of ten years and vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. Mr. Kawakami is eligible to receive discretionary cash bonuses as determined by the Compensation Committee or the Board of Directors.
Laura Pitlik (Former Chief Marketing Officer)
Pursuant to an employment offer letter agreement, Ms. Pitlik’s starting compensation upon commencement of her employment in July 2021 included a base salary of $250,000, a signing bonus of $50,000, an annual incentive cash bonus targeted at 40% of base salary, and the grant of stock options to purchase 1,874 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The stock options had a term of ten years and were to vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. In April 2022, Ms. Pitlik was granted options to purchase 1,350 shares of common stock of the Company. The stock option were to vest over 4 years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to her continued service. In August 2022, Ms. Pitlik was granted options to purchase 575 shares of the common stock of the Company. Ms. Pitlik's right to exercise the option were to vest over 3 years (1/3 per year), subject to her continued service. In April 2023, Ms. Pitlik was granted options to purchase 1,500 shares of Arcadia’s common stock under the 2015 Omnibus Equity Incentive Plan. The stock options had a term of ten years and were to vest over four years, with 25% of the shares subject to the stock options vesting on the first anniversary of the grant date, and an additional 1/36th of the shares vesting each month thereafter, subject to continued service through the applicable vesting dates. Ms. Pitlik was eligible to receive discretionary cash bonuses as determined by the Compensation Committee or the Board of Directors.
On February 9, 2024, Ms. Pitlik provided notice to Arcadia of her resignation as Arcadia’s chief marketing officer, effective as of March 1, 2024. On February 13, 2024, Arcadia and Ms. Pitlik entered into a Separation Agreement, pursuant to which Arcadia paid Ms. Pitlik a cash severance payment equal to $62,500 and Mr. Pitlik signed a general release of claims.
8
Table of Contents
Severance and Change in Control Agreements
In February 2015, our Board approved the form of severance and change in control agreements (the “CIC Agreements”) for each of our executive officers. The specific terms of the CIC Agreements for our current executive officers are discussed below. Other than for Mr. Jacot’s CIC Agreement, each of the CIC Agreements expires by its terms on the third anniversary of the effective date of such agreement.
Pursuant to the CIC Agreements, if we terminate an executive’s employment with us for a reason other than cause (as defined in the CIC Agreements) or the executive’s death or disability (as defined in the CIC Agreements) at any time other than during the twelve-month period immediately following a change of control (as defined in the CIC Agreements), then such executive will receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of six months (nine months for Mr. Jacot); (ii) reimbursement for premiums paid for coverage pursuant to COBRA, for the executive and the executive’s eligible dependents for up to six months (nine months for Mr. Jacot); (iii) a pro-rated portion of the termination year bonus based on the percentage of the year that executive was employed by the Company in the year of termination and; and (iv) for Mr. Jacot, vesting shall accelerate as to those outstanding equity awards that would vest in the twelve months following the date of termination under normal vesting during that period as if Mr. Jacot were employed for all of that twelve month period. In addition, if Mr. Jacot resigns from employment with us for good reason (as defined in his CIC Agreement) other than during the twelve-month period immediately following a change of control, Mr. Jacot will receive the same severance benefits from the Company that Mr. Jacot would have received if he were terminated without cause.
If during the twelve-month period immediately following a change of control (as defined in the CIC Agreements), (x) we terminate an executive’s employment with us for a reason other than cause (as defined in the CIC Agreements) or the executive’s death or disability (as defined in the CIC Agreements), or (y) an executive resigns from such employment for good reason (as defined in the CIC Agreements), then, in lieu of the above described severance benefits, such executive shall receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of twelve months; (ii) reimbursement for premiums paid for coverage pursuant to COBRA, for the executive and the executive’s eligible dependents for up to twelve months; (iii) vesting shall accelerate as to 100% of all of the executive’s outstanding equity awards; and (iv) a pro-rated portion of the termination year bonus based on the percentage of the year that executive was employed by the Company in the year of termination. In addition, if other than during the twelve-month period immediately following a change of control, Mr. Jacot’s employment with the Company is terminated due to Mr. Jacot’s death or disability, then Jr. Jacot shall receive the following severance benefits: (i) vesting shall accelerate as to those outstanding equity awards that would vest in the twelve months following the date of termination under normal vesting during that period as if Mr. Jacot were employed for all of that twelve month period and (ii) a pro-rated portion of the termination year bonus based on the percentage of the year that Mr. Jacot was employed by the Company in the year of termination.
An executive’s receipt of severance payments or benefits pursuant to a CIC Agreement is subject to the executive signing a release of claims in our favor and complying with certain restrictive covenants set forth in the CIC Agreement.
Each CIC Agreement contains a “better after-tax” provision, which provides that if any of the payments to an executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the executive receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code, in each case based upon the highest marginal rate for the applicable tax.
On February 8, 2024, our Board approved retention bonuses of $87,500 for Mr. Jacot and $65,000 for Mr. Schaefer. In order for either of these executive officers to be eligible for a retention bonus, such executive officer must remain employed by Arcadia in good standing until the earlier to occur of (i) a change of control (as defined in the CIC Agreements) and (ii) December 31, 2024. As Mr. Jacot's employment with the Company terminated before the occurrence of either such event, he was no longer eligible for the retention bonus.
9
Table of Contents
Outstanding Equity Awards at Fiscal Year-End
The following table sets forth information regarding outstanding stock options held by our 2024 named executive officers who held any outstanding options as of December 31, 2024.
|
|
Option Awards |
||||||||||||
Name and Principal Position |
|
Number of |
|
|
Number of |
|
|
Option |
|
|
Option |
|||
Thomas J. Schaefer |
|
|
200 |
|
|
|
— |
|
(2) |
$ |
146.80 |
|
|
7/27/2030 |
President and Chief Executive Officer |
|
|
97 |
|
|
|
3 |
|
(3) |
$ |
122.00 |
|
|
1/21/2031 |
|
|
|
395 |
|
|
|
105 |
|
(4) |
$ |
83.60 |
|
|
10/1/2031 |
|
|
|
575 |
|
|
|
— |
|
(5) |
$ |
50.80 |
|
|
4/11/2032 |
|
|
|
532 |
|
|
|
243 |
|
(6) |
$ |
50.80 |
|
|
4/11/2032 |
|
|
|
575 |
|
|
|
— |
|
(7) |
$ |
37.60 |
|
|
8/16/2032 |
|
|
|
624 |
|
|
|
626 |
|
(8) |
$ |
11.20 |
|
|
1/3/2033 |
|
|
|
654 |
|
|
|
846 |
|
(9) |
$ |
7.55 |
|
|
4/4/2033 |
|
|
|
— |
|
|
|
20,000 |
|
(10) |
$ |
2.71 |
|
|
8/19/2034 |
Mark Kawakami |
|
|
243 |
|
|
|
57 |
|
(11) |
$ |
90.80 |
|
|
9/13/2031 |
Chief Financial Officer |
|
|
205 |
|
|
|
95 |
|
(6) |
$ |
50.80 |
|
|
4/11/2032 |
|
|
|
91 |
|
|
|
46 |
|
(7) |
$ |
37.74 |
|
|
8/16/2032 |
|
|
|
124 |
|
|
|
126 |
|
(8) |
$ |
10.80 |
|
|
1/1/2033 |
|
|
|
195 |
|
|
|
305 |
|
(12) |
$ |
4.68 |
|
|
5/17/2033 |
|
|
|
— |
|
|
|
20,000 |
|
(10) |
$ |
2.71 |
|
|
8/19/2034 |
Laura Pitlik |
|
|
1,640 |
|
|
|
— |
|
(11) |
$ |
112.00 |
|
|
7/12/2031 |
Former Chief Marketing Officer |
|
|
575 |
|
|
|
— |
|
(5) |
$ |
50.80 |
|
|
4/11/2032 |
|
|
|
532 |
|
|
|
— |
|
(6) |
$ |
50.80 |
|
|
4/11/2032 |
|
|
|
575 |
|
|
|
— |
|
(7) |
$ |
37.60 |
|
|
8/16/2032 |
|
|
|
654 |
|
|
|
— |
|
(9) |
$ |
7.55 |
|
|
4/4/2033 |
|
|
(1) Stock options granted to Mr. Schaefer, Mr. Kawakami and Ms. Pitlik to purchase our common stock were granted pursuant to our 2015 Omnibus Equity Incentive Plan.
(2) The stock options vested as to 25% of the shares on July 27, 2021, with the remaining 75% vesting in 36 equal monthly installments thereafter, such that the award is fully vested on July 1, 2024, subject to the executive officer’s continued service through each vesting date.
(3) The stock options vested as to 25% of the shares on January 21, 2022, with the remaining 75% vesting in 36 equal monthly installments thereafter, such that the award is fully vested on January 31, 2025, subject to the executive officer’s continued service through each vesting date.
(4) The stock options vest in 48 equal installments beginning November 1, 2021, and ending October 1, 2025, subject to the executive officer’s continued service through each vesting date.
(5) The stock options vested as to 50% of the shares on April 11, 2023, with the remaining 50% of shares vested on April 11, 2024.
(6) The stock options vested as to 25% of the shares on April 11, 2023, with the remaining 75% of shares vesting in 36 equal monthly installments thereafter, such that the award is fully vested on March 31, 2026, subject to the executive officer’s continued service through each vesting date.
(7) The stock options vest in three equal annual installments beginning August 16, 2023, and ending August 31, 2026, subject to the executive officer’s continued service through each vesting date.
10
Table of Contents
(8) The stock options vested as to 25% of the shares on January 3, 2024, with the remaining 75% vesting in 36 equal monthly installments thereafter, such that the award is fully vested on December 31, 2026, subject to the executive officer’s continued service through each vesting date.
(9) The stock options vested as to 25% of the shares on April 4, 2024, with the remaining 75% of shares vesting in 36 equal monthly installments thereafter, such that the award is fully vested on March 31, 2027, subject to the executive officer’s continued service through each vesting date.
(10) The stock options will vest as to 25% of the shares on August 19, 2025, with the remaining 75% of shares vesting in 36 equal monthly installments thereafter, such that the award is fully vested on August 31, 2028, subject to the executive officer’s continued service through each vesting date.
(11) The stock options vested as to 25% of the shares on September 13, 2022, with the remaining 75% of shares vesting in 36 equal monthly installments thereafter, such that the award is fully vested on August 30, 2025, subject to the executive officer’s continued service through each vesting date.
(12) The stock options vested as to 25% of the shares on May 17, 2024, with the remaining 75% vesting in 36 equal monthly installments thereafter, such that the award is fully vested on April 30, 2027, subject to the executive officer’s continued service through each vesting date.
Non-Employee Director Compensation
The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2024.
Name |
|
Fees Earned |
|
|
Option |
|
|
Total |
|
|||
Kevin Comcowich |
|
$ |
90,500 |
|
|
$ |
62,942 |
|
|
$ |
153,442 |
|
Albert D. Bolles, Ph.D. |
|
$ |
46,000 |
|
|
$ |
26,974 |
|
|
$ |
72,974 |
|
Deborah Carosella |
|
$ |
56,500 |
|
|
$ |
26,974 |
|
|
$ |
83,474 |
|
Gregory Waller |
|
$ |
64,000 |
|
|
$ |
26,974 |
|
|
$ |
90,974 |
|
Lilian Shackelford Murray |
|
$ |
65,500 |
|
|
$ |
26,974 |
|
|
$ |
92,474 |
|
Amy Yoder |
|
$ |
62,000 |
|
|
$ |
26,974 |
|
|
$ |
88,974 |
|
|
|
(1) Represents the cash annual retainer and the meeting attendance fees earned by the non-employee directors. Also includes $6,000 paid to each of Mr. Comcowich, Ms. Shackelford Murray, Ms. Yoder and Ms. Carosella for serving on a special committee of the Board in connection with the Company’s strategic review process.
(2) Amounts do not reflect compensation actually received by the non-employee director. Instead, the amounts represent aggregate grant date fair value of options granted during 2024 computed in accordance with ASC Topic 718 Stock Compensation. The valuation assumptions used in determining such amounts are consistent with those described in Note 14 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. Mr. Comcowich, as the continuing non-employee chairman, received a grant of 25,455 stock options, which vest as described below. Dr. Bolles, Mr. Waller, Ms. Yoder, Ms. Shackelford Murray and Ms. Carosella, as continuing non-employee directors, each received a grant of 10,909 stock options, which vest as described below.
11
Table of Contents
The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2024.
Director Name |
|
Option Grant |
|
Number of |
|
|
|
Option Exercise |
|
|
Option |
||
Kevin Comcowich |
|
10/30/2016 |
|
|
59 |
|
(2) |
|
$ |
1,376.00 |
|
|
10/30/2026 |
|
|
6/7/2017 |
|
|
75 |
|
(2) |
|
$ |
584.00 |
|
|
6/7/2027 |
|
|
6/6/2018 |
|
|
186 |
|
(2) |
|
$ |
432.00 |
|
|
6/6/2028 |
|
|
6/3/2019 |
|
|
403 |
|
(2) |
|
$ |
201.60 |
|
|
6/3/2029 |
|
|
6/1/2020 |
|
|
533 |
|
(2) |
|
$ |
147.60 |
|
|
6/1/2030 |
|
|
7/8/2020 |
|
|
131 |
|
(2) |
|
$ |
149.20 |
|
|
7/8/2030 |
|
|
6/2/2021 |
|
|
637 |
|
(2) |
|
$ |
115.60 |
|
|
6/2/2031 |
|
|
6/1/2022 |
|
|
1,377 |
|
(2) |
|
$ |
53.60 |
|
|
6/1/2032 |
|
|
6/6/2023 |
|
|
2,186 |
|
(2) |
|
$ |
4.80 |
|
|
6/6/2033 |
|
|
8/19/2024 |
|
|
25,455 |
|
(3) |
|
$ |
2.71 |
|
|
8/19/2034 |
Albert D. Bolles, Ph.D. |
|
5/12/2018 |
|
|
205 |
|
(2) |
|
$ |
366.40 |
|
|
5/12/2028 |
|
|
6/6/2018 |
|
|
80 |
|
(2) |
|
$ |
432.00 |
|
|
6/6/2028 |
|
|
6/3/2019 |
|
|
172 |
|
(2) |
|
$ |
201.60 |
|
|
6/3/2029 |
|
|
6/1/2020 |
|
|
228 |
|
(2) |
|
$ |
147.60 |
|
|
6/1/2030 |
|
|
6/2/2021 |
|
|
273 |
|
(2) |
|
$ |
115.60 |
|
|
6/2/2031 |
|
|
6/1/2022 |
|
|
590 |
|
(2) |
|
$ |
53.60 |
|
|
6/1/2032 |
|
|
6/6/2023 |
|
|
937 |
|
(2) |
|
$ |
4.80 |
|
|
6/6/2033 |
|
|
8/19/2024 |
|
|
10,909 |
|
(3) |
|
$ |
2.71 |
|
|
8/19/2034 |
Deborah Carosella |
|
2/22/2021 |
|
|
546 |
|
(2) |
|
$ |
130.00 |
|
|
2/22/2031 |
|
|
6/2/2021 |
|
|
273 |
|
(2) |
|
$ |
115.60 |
|
|
6/2/2031 |
|
|
6/1/2022 |
|
|
590 |
|
(2) |
|
$ |
53.60 |
|
|
6/1/2032 |
|
|
6/6/2023 |
|
|
937 |
|
(2) |
|
$ |
4.80 |
|
|
6/6/2033 |
|
|
8/19/2024 |
|
|
10,909 |
|
(3) |
|
$ |
2.71 |
|
|
8/19/2034 |
Lilian Shackelford Murray |
|
6/6/2018 |
|
|
160 |
|
(2) |
|
$ |
432.00 |
|
|
6/6/2028 |
|
|
6/3/2019 |
|
|
172 |
|
(2) |
|
$ |
201.60 |
|
|
6/3/2029 |
|
|
6/1/2020 |
|
|
228 |
|
(2) |
|
$ |
147.60 |
|
|
6/1/2030 |
|
|
7/8/2020 |
|
|
18 |
|
(2) |
|
$ |
149.20 |
|
|
7/8/2030 |
|
|
6/2/2021 |
|
|
273 |
|
(2) |
|
$ |
115.60 |
|
|
6/2/2031 |
|
|
6/1/2022 |
|
|
590 |
|
(2) |
|
$ |
53.60 |
|
|
6/1/2032 |
|
|
6/6/2023 |
|
|
937 |
|
(2) |
|
$ |
4.80 |
|
|
6/6/2033 |
|
|
8/19/2024 |
|
|
10,909 |
|
(3) |
|
$ |
2.71 |
|
|
8/19/2034 |
Gregory D. Waller |
|
6/7/2017 |
|
|
149 |
|
(2) |
|
$ |
584.00 |
|
|
6/7/2027 |
|
|
6/6/2018 |
|
|
80 |
|
(2) |
|
$ |
432.00 |
|
|
6/6/2028 |
|
|
6/3/2019 |
|
|
172 |
|
(2) |
|
$ |
201.60 |
|
|
6/3/2029 |
|
|
6/1/2020 |
|
|
228 |
|
(2) |
|
$ |
147.60 |
|
|
6/1/2030 |
|
|
6/2/2021 |
|
|
273 |
|
(2) |
|
$ |
115.60 |
|
|
6/2/2031 |
|
|
6/1/2022 |
|
|
590 |
|
(2) |
|
$ |
53.60 |
|
|
6/1/2032 |
|
|
6/6/2023 |
|
|
937 |
|
(2) |
|
$ |
4.80 |
|
|
6/6/2033 |
|
|
8/19/2024 |
|
|
10,909 |
|
(3) |
|
$ |
2.71 |
|
|
8/19/2034 |
Amy Yoder |
|
8/7/2017 |
|
|
253 |
|
(2) |
|
$ |
344.00 |
|
|
8/7/2027 |
|
|
6/6/2018 |
|
|
80 |
|
(2) |
|
$ |
432.00 |
|
|
6/6/2028 |
|
|
6/3/2019 |
|
|
172 |
|
(2) |
|
$ |
201.60 |
|
|
6/3/2029 |
|
|
6/1/2020 |
|
|
228 |
|
(2) |
|
$ |
147.60 |
|
|
6/1/2030 |
|
|
6/2/2021 |
|
|
273 |
|
(2) |
|
$ |
115.60 |
|
|
6/2/2031 |
|
|
6/1/2022 |
|
|
590 |
|
(2) |
|
$ |
53.60 |
|
|
6/1/2032 |
|
|
6/6/2023 |
|
|
937 |
|
(2) |
|
$ |
4.80 |
|
|
6/6/2033 |
|
|
8/19/2024 |
|
|
10,909 |
|
(3) |
|
$ |
2.71 |
|
|
8/19/2034 |
12
Table of Contents
|
|
(1) The option exercise price per share reflects the fair market value per share of our common stock on the date of grant.
(2) These options are fully vested.
(3) These options vest on the earlier of the one-year anniversary of the date of grant and the date of the Company’s next annual meeting of stockholders.
Non-Employee Director Compensation Policy
Cash Compensation
Each non-employee director receives an annual cash retainer of $30,000 for serving on our Board of Directors. The retainer is payable in arrears in equal quarterly installments, subject to such director’s continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter. In addition, each non-employee director shall receive the following amount for each regular meeting of the Board attended: (i) $2,500 if attendance is in person or via teleconference or (ii) $500 if attendance is through telephone; provided, however, that the total meeting fees may not exceed $10,000 per calendar year.
The chair and non-chair members of the Board’s three standing committees are entitled to the following additional annual cash fees (payable quarterly in arrears and prorated for partial service in a quarter):
Board Committee |
|
Chair |
|
|
Non-Chair |
|
||
Audit Committee |
|
$ |
18,000 |
|
|
$ |
7,500 |
|
Compensation Committee |
|
$ |
12,000 |
|
|
$ |
6,000 |
|
Nominating and Governance Committee |
|
$ |
8,500 |
|
|
$ |
4,500 |
|
The chair of the Board is entitled to an additional $40,000 annual cash fee (payable quarterly in arrears and prorated for partial service in a quarter).
Equity Compensation
Upon joining the Board, each newly elected non-employee director (excluding an employee director who ceases to be an employee, but who remains a director) receives an initial option to purchase a number of shares of our common stock equal to (x) $60,000 divided by (y) the Black-Scholes value of a share on the date of grant, as determined consistent with the historical practices of the Company. This initial option will vest and become exercisable in three equal installments on each of the first three anniversaries of the date of grant, subject to the director’s continued service through each vesting date. The per share exercise price for the initial option shall be equal to the fair market value for a share of our common stock on the date of grant, which shall be equal to the closing price of our common stock on the date of grant. An employee director who ceases to be an employee, but who remains a director, will not receive an option grant.
On the date of each annual meeting of our stockholders, each non-employee director (including a non-employee director who was previously an employee) will be granted an annual option to purchase a number of shares of our common stock equal to equal to (x) $30,000 divided by (y) the Black-Scholes value of a share on the date of grant, as determined consistent with the historical practices of the Company. This annual option will vest and become exercisable on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of our next annual meeting of stockholders, subject to the director’s continued service through the vesting date. The per share exercise price for the annual option shall be equal to the fair market value for a share of our common stock on the date of grant.
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Table of Contents
On the date of each annual meeting of our stockholders, the chair of the Board will be granted an additional annual option to purchase a number of shares of our common stock equal to (x) $40,000 divided by (y) the Black-Scholes value of a share on the date of grant, as determined consistent with the historical practices of the Company. This annual option for the chair of the Board will vest and become exercisable on the earlier of (i) the one-year anniversary of the date of grant or (ii) the date of our next annual meeting of stockholders, subject to the chair of the Board’s continued service through the vesting date. The per share exercise price for the annual option for the chair of the Board shall be equal to the fair market value for a share of our common stock on the date of grant.
Notwithstanding the vesting schedules described above, the vesting of each equity award will accelerate in full in case of a termination of directorship due to a change in control.
Policies and Practices Related to the Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information
ITEM 12: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information regarding beneficial ownership of our common stock as of March 31, 2025 by:
We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our common stock as of the close of business on March 31, 2025.
Under SEC rules, the calculation of the number of shares of our common stock beneficially owned by a person and the percentage ownership of that person includes both outstanding shares of our common stock then owned as well as any shares of our common stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of March 31, 2025. Shares subject to those options or warrants for a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership
14
Table of Contents
of any other person. We have based percentage ownership of our common stock on 1,367,040 shares of our common stock outstanding as of March 31, 2025.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Arcadia Biosciences, Inc., 5950 Sherry Lane, Suite 215, Dallas, TX 75225.
Name of Beneficial Owner |
|
Number of Shares |
|
|
Percent of Shares |
|
||
Named Executive Officers, Directors and Director Nominees: |
|
|
|
|
|
|
||
Stanley E. Jacot, Jr. (1) |
|
|
5,000 |
|
|
* |
|
|
Thomas J. Schaefer (2) |
|
|
6,892 |
|
|
* |
|
|
Mark Kawakami (3) |
|
|
3,678 |
|
|
* |
|
|
Laura Pitlik |
|
|
— |
|
|
* |
|
|
Kevin Comcowich (4) |
|
|
6,087 |
|
|
* |
|
|
Dr. Albert Bolles (5) |
|
|
2,485 |
|
|
* |
|
|
Lilian Shackelford Murray (6) |
|
|
2,592 |
|
|
* |
|
|
Gregory D. Waller (7) |
|
|
2,429 |
|
|
* |
|
|
Amy Yoder (8) |
|
|
2,533 |
|
|
* |
|
|
Deborah Carosella (9) |
|
|
2,346 |
|
|
* |
|
|
All current executive officers and directors as a |
|
|
29,042 |
|
|
|
2.1 |
% |
5% Stockholders: |
|
|
|
|
|
|
||
Sabby Volatility Warrant Master Fund, Ltd. (11) |
|
|
283,812 |
|
|
|
4.9 |
% |
Armistice Capital Master Fund Ltd. (12) |
|
|
467,763 |
|
|
|
4.9 |
% |
Altium Growth Fund Ltd. (13) |
|
|
83,000 |
|
|
|
4.9 |
% |
|
|
*Represents beneficial ownership of less than 1% of the outstanding shares of our common stock.
15
Table of Contents
16
Table of Contents
Securities Authorized for Issuance under Equity Compensation Plans
As of December 31, 2024, we maintained three equity compensation plans, all of which were approved by the Board of Directors and our stockholders prior to our initial public offering in May 2015. The following table provides the information shown as of December 31, 2024 for each of the three plans and for certain warrants granted to entities.
Plan |
|
Shares issuable |
|
|
|
Weighted-average |
|
|
Shares remaining |
|
|
|||
|
|
(a) |
|
|
|
(b) |
|
|
(c) |
|
|
|||
Equity compensation plans approved by security holders (1) |
|
|
205,230 |
|
(2) |
|
$ |
20.51 |
|
|
|
133,074 |
|
(3) |
Equity compensation plans not approved by security holders |
|
|
56,895 |
|
(4) |
|
$ |
1.85 |
|
|
|
— |
|
|
Total |
|
|
262,125 |
|
|
|
$ |
16.46 |
|
|
|
133,074 |
|
|
S
|
|
(1) Includes the following plans: 2006 Stock Plan, 2015 Omnibus Equity Incentive Plan (“2015 Plan”), and 2015 Employee Stock Purchase Plan (“ESPP”). Only option grants were made under the 2006 Stock Plan and 2015 Plan.
(2) As of December 31, 2024, there were 205,230 outstanding options or other equity grants under the 2015 and 2006 Plans, and there had been purchases pursuant to the ESPP of 8,703 shares.
(3) There are no shares of common stock available for issuance under our 2006 Stock Plan, but that plan will continue to govern the terms of option and stock purchase rights granted thereunder. Any shares of common stock that are subject to outstanding awards under our 2006 Stock Plan that are issuable upon the exercise of stock options or purchase of shares pursuant to stock purchase rights that expire or become unexercisable for any reason without having vested or been exercised in full will generally be available for future grant and issuance as shares of common stock under our 2015 Plan. This number includes shares available for future issuance under our 2015 Plan and ESPP. The 2015 Plan provides that on the first day of each fiscal year beginning in 2016 and ending in 2025, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 4% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year or (ii) such other amount as the Board of Directors may determine. Our ESPP provides that on the first day of each fiscal year beginning in 2016, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 546 shares, (ii) 1% of the outstanding shares of our common stock on the first day of such fiscal year, or (iii) such other amount as the Board of Directors may determine.
(4) Consists of the following warrants to purchase shares of our common stock that were outstanding as of December 31, 2024: (i) 1,743 warrants issued on May 18, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $245 per share, (ii) 805 warrants issued on July 8, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $198.75 per share, (iii) 3,276 warrants issued on December 22, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $152.75 per share, (iv) 9,848 warrants issued on January 28, 2021 to a placement agent in an equity financing that expire on the fifth and one-half anniversary of the issue date and that have an exercise price of $159.60 per share, (v) 5,906 preferred investment options issued on August 16, 2022 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $52.94 per share, (vi) 1,000 warrants issued on October 18, 2022 to a consulting entity that vest monthly as to 1/12th of the underlying shares, expire on the fifth anniversary of the issue date and that have an exercise price of $16 per share, (vii) 1,000 warrants issued on December 21, 2022 to a consulting entity that vest monthly as to 1/12th of the underlying shares, expire on the fifth anniversary of the issue date and that have an exercise price of $11.20 per share, (viii) 33,317 preferred investment options issued on March 6, 2023 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $11.25 per share.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE
In addition to director and executive officer compensation arrangements discussed above under “Item 11—Executive Compensation” of this Form 10-K/A, since January 1, 2023, we have not been a party to any transactions or currently proposed transactions in which the amount involved exceeded or will exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets at year-end for the last two fiscal years, and in which any of our
17
Table of Contents
directors, executive officers, immediate family member thereof, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest, other than (i) compensation for services as executive officers and directors, or (ii) employment relationships or transactions involving an executive officer and related compensation solely resulting from that employment relationship or transaction, including the employment agreements, stock option or other equity awards, and other transactions described in "Item 11—Executive Compensation" of this Form 10-K/A, or not otherwise required to be reported (a “related party transaction”).
We have entered into employment agreements with certain of our executive officers that, among other things, provide for certain severance and change of control benefits. For a description of employment agreements and change of control agreements with our named executive officers, see “Item 11—Executive Compensation" of this Form 10-K/A.
We have entered into indemnification agreements with our non-employee directors. Each agreement provides, among other things, that we will indemnify the director to the fullest extent permissible under Delaware law against liabilities and certain expenses (including attorneys’ fees, judgments, fines and settlement amounts reasonably incurred by the officer in any action or proceeding), that may arise by reason of their service to us or at our direction, and to advance expenses incurred as a result of any proceeding against them as to which they could be indemnified.
On March 6, 2023, we sold to certain institutional and accredited investors (i) 165,500 shares of our common stock (the “2023 Shares”) at a purchase price per share of $9.00, (ii) pre-funded warrants (the “Pre-Funded Warrants”) to purchase up to 500,834 shares of our common stock; (iii) Series A preferred investment options (the “Series A Investment Options”) to purchase up to a total of 666,334 shares of our common stock and (iv) Series B preferred investment options (the “Series B Investment Options”, and together with the Series A Investment Options, the “Investment Options”) to purchase up to a total of 666,334 shares of our common stock. The purchase price for the Pre-Funded Warrants was $8.9999 per share of common stock underlying each such warrant (equal to the purchase price per share of common stock, minus the exercise price of $0.0001). Each Pre-Funded Warrant is exercisable for one share of common stock at an exercise price of $0.0001 per share. The Investment Options are exercisable at a price of $9.00 per share. Pursuant to this transaction, (i) Armistice Capital Master Fund Ltd. purchased 82,500 shares of common stock, 250,834 Pre-Funded Warrants, 333,334 Series A Investment Options and 333,334 Series B Investment Options, (ii) Sabby Volatility Warrant Master Fund, Ltd. purchased 250,000 Pre-Funded Warrants, 250,000 Series A Investment Options and 250,000 Series B Investment Options, and (iii) Altium Growth Fund Ltd. purchased 83,000 shares of common stock, 83,000 Series A Investment Options and 83,000 Series B Investment Options.
On December 4, 2024, Arcadia, Roosevelt Resources LP (“Roosevelt” or the “Partnership”) and certain other parties entered into a Securities Exchange Agreement (the “Exchange Agreement”). Subject to the terms of the Exchange Agreement and to the satisfaction or waiver of the conditions set forth in the Exchange Agreement, at the closing of the transactions contemplated by the Exchange Agreement (the "Closing"), Arcadia agreed to issue shares of its common stock to the partners of Roosevelt in exchange for all of the partnership interests of Roosevelt (such exchange, contributions and issuances referred to as the “Exchange”). At or before the Closing, Arcadia expects to enter into an amendment of Mr. Schaefer’s and Mr. Kawakami’s employment agreement and severance and change in control agreement to provide, among other things, that effective upon the Closing and the effective time of the Exchange, (i) Mr. Schaefer will no longer be President and Chief Executive Officer of Arcadia and will resign as a director of Arcadia but will remain an employee of the combined company, (ii) Mr. Kawakami will no longer be Chief Financial Officer of Arcadia but will remain an employee of the combined company, and (ii) that such changes do not constitute “good reason” as defined in such person’s severance and change in control agreement.
Policies and Procedures for Related Party Transactions
Our audit committee charter states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed the lesser of (i) $120,000 or (ii) one percent of the average of our total assets for the last two fiscal years in any calendar year. Our audit committee has adopted policies and
18
Table of Contents
procedures for review of, and standards for approval of, such a related party transaction. For purposes of these policies and procedures, a related person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% our common stock, in each case since the beginning of the most recently completed year.
It is our intention to ensure that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
|
|
Auditor Firm Id: |
Auditor Name: |
Auditor Location: |
The following table sets forth all fees accrued or paid to Deloitte & Touche LLP for the years ended December 31, 2024 and 2023:
|
|
Year Ended December 31, |
|
|||||
|
|
2024 |
|
|
2023 |
|
||
Audit Fees (1) |
|
$ |
573,555 |
|
|
$ |
565,171 |
|
Audit-Related Fees |
|
|
— |
|
|
|
— |
|
Tax Fees |
|
|
— |
|
|
|
— |
|
All Other Fees (2) |
|
$ |
1,895 |
|
|
$ |
1,895 |
|
Total |
|
$ |
575,450 |
|
|
$ |
567,066 |
|
|
|
(1) Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Audit fees in 2024 also included professional services rendered in connection with the GoodWheat discontinued operations, the proposed transaction with Roosevelt Resources, and the Registration Statement on Form S-8. Audit Fees in 2023 also included professional services rendered in connection with our 2023 financing transaction and the related Registration Statement on Form S-3, as well as the Registration Statement on Form S-8.
(2) All Other Fees consist of licensing fees for Deloitte & Touche LLP’s accounting research software.
Pre-approval Policy. Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the years ended December 31, 2024 and 2023, all fees identified above under the captions “Audit Fees,” and “All Other Fees” that were billed by Deloitte & Touche LLP were approved by the audit committee in accordance with SEC requirements.
In the year ended December 31, 2024, there were no other professional services provided by Deloitte & Touche LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Deloitte & Touche LLP.
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Table of Contents
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
We have filed the following documents as part of this report.
Exhibit Index
|
|
|
|
Incorporated by Reference |
|
|
||||||
Exhibit Number |
|
Exhibit Description |
|
Form |
|
File No. |
|
Exhibit |
|
Filing Date |
|
Filed Herewith |
|
|
|
|
|
|
|
|
|
|
|
|
|
2.1 |
|
|
8-K |
|
001-37383 |
|
2.1 |
|
12/6/2024 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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 |
|
|
8-K |
|
001-37383 |
|
3.1 |
|
12/8/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.4 |
|
|
8-K |
|
001-37383 |
|
3.2 |
|
5/26/2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5 |
|
|
8-K |
|
001-37383 |
|
3.2 |
|
12/8/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.1 |
|
|
S-3 |
|
333-224061 |
|
4.1 |
|
3/30/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.2 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
3/23/2018 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.3 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
6/14/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.4 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
6/14/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.5 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
9/9/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.6 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
9/9/2019 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.7 |
|
|
10-K |
|
001-37383 |
|
4.7 |
|
3/25/2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.8 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.9 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
5/18/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.10 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
7/8/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.11 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
7/8/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.12 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
12/22/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.13 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
12/22/2020 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.14 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
1/29/2021 |
|
|
|
20
Table of Contents
|
|
|
|
|
|
|
|
|
|
|
|
|
4.15 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
1/29/2021 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.16 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
8/16/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.17 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
8/16/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.18 |
|
|
8-K |
|
001-37383 |
|
4.3 |
|
8/16/2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.19 |
|
|
8-K |
|
001-37383 |
|
4.1 |
|
3/3/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4.20 |
|
|
8-K |
|
001-37383 |
|
4.2 |
|
3/3/2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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4.21 |
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8-K |
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001-37383 |
|
4.3 |
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3/3/2023 |
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4.22 |
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8-K |
|
001-37383 |
|
4.4 |
|
3/3/2023 |
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|
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 |
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10.2* |
|
2006 Stock Plan, as amended and restated, and form of agreement thereunder. |
|
S-1 |
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333-202124 |
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10.8 |
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2/17/2015 |
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10.3* |
|
2015 Omnibus Equity Incentive Plan and forms of agreement thereunder. |
|
10-Q |
|
001-37383 |
|
10.5 |
|
8/13/2024 |
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10.4* |
|
2015 Employee Stock Purchase Plan and form of agreement thereunder. |
|
S-1/A |
|
333-202124 |
|
10.10 |
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5/11/2015 |
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10.5* |
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S-1/A |
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333-202124 |
|
10.15 |
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5/11/2015 |
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10.6* |
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10-Q |
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001-37383 |
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10.14 |
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5/10/2016 |
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10.7* |
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S-1/A |
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333-202124 |
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10.18 |
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4/6/2015 |
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10.8 |
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S-1 |
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333-229047 |
|
10.16 |
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12/27/2018 |
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10.9 |
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10-Q |
|
001-37383 |
|
10.8 |
|
5/13/2020 |
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10.10 |
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10-Q |
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001-37383 |
|
10.2 |
|
8/13/2020 |
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10.11* |
|
Employment Letter for Stanley E. Jacot Jr., Chief Executive Officer |
|
10-Q |
|
001-37383 |
|
10.1 |
|
5/12/2022 |
|
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10.12* |
|
Severance and Change in Control Agreement for Stanley E. Jacot, Jr. |
|
10-Q |
|
001-37383 |
|
10.1 |
|
5/12/2022 |
|
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10.13* |
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10-Q |
|
001-37383 |
|
10.2 |
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5/12/2022 |
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21
Table of Contents
10.14* |
|
Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer. |
|
8-K/A |
|
001-37383 |
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10.1 |
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1/5/2023 |
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10.15+ |
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8-K |
|
001-37383 |
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10.1 |
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8/9/2019 |
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10.16 |
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8-K |
|
001-37383 |
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10.1 |
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3/23/2018 |
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10.17 |
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8-K |
|
001-37383 |
|
10.2 |
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3/23/2018 |
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10.18 |
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8-K |
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001-37383 |
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10.1 |
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6/14/2018 |
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10.19 |
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8-K |
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001-37383 |
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10.1 |
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6/14/2019 |
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10.20 |
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8-K |
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001-37383 |
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10.1 |
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9/9/2019 |
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10.21 |
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|
8-K |
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001-37383 |
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10.1 |
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5/18/2020 |
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10.22 |
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8-K |
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001-37383 |
|
10.1 |
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7/8/2020 |
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10.23 |
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|
8-K |
|
001-37383 |
|
10.1 |
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12/22/2020 |
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10.24 |
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|
8-K |
|
001-37383 |
|
10.1 |
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1/29/2021 |
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10.25 |
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8-K |
|
001-37383 |
|
10.2 |
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1/29/2021 |
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10.26 |
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8-K |
|
001-37383 |
|
10.1 |
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8/16/2022 |
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10.27 |
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|
8-K |
|
001-37383 |
|
10.1 |
|
3/3/2023 |
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10.28 |
|
Form of Registration Rights Agreement dated as of March 2, 2023, between Arcadia |
|
8-K |
|
001-37383 |
|
10.2 |
|
3/3/2023 |
|
|
22
Table of Contents
|
|
Biosciences, Inc. and each purchaser named on the signature pages thereto. |
|
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10.29 |
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Form of Investment Option Amendment, dated as of March 2, 2023. |
|
8-K |
|
001-37383 |
|
10.3 |
|
3/3/2023 |
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10.30+ |
|
|
8-K |
|
001-37383 |
|
10.2 |
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12/22/2020 |
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10.31+ |
|
|
8-K |
|
001-37383 |
|
10.1 |
|
5/21/2021 |
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10.32+± |
|
|
8-K |
|
001-37383 |
|
10.1 |
|
5/17/2024 |
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|
10.33+± |
|
|
8-K |
|
001-37383 |
|
10.1 |
|
5/20/2024 |
|
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|
10.34 |
|
|
8-K |
|
001-37383 |
|
10.2 |
|
5/20/2024 |
|
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|
10.35 |
|
|
8-K |
|
001-37383 |
|
10.3 |
|
5/20/2024 |
|
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|
10.36 |
|
Employment Letter and Severance and Change in Control Agreement for Thomas J. Schaefer |
|
8-K
|
|
001-37383
|
|
10.1 |
|
8/23/2024
|
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|
10.37 |
|
Employment Letter and Severance and Change in Control Agreement for Mark Kawakami |
|
8-K
|
|
001-37383
|
|
10.2 |
|
8/23/2024 |
|
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|
19.1 |
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|
X |
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21.1 |
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|
S-1 |
|
333-262407 |
|
21.1 |
|
1/28/2022 |
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|
23.1 |
|
Consent of Deloitte & Touche LLP, independent registered public accounting firm. |
|
10-K |
|
001-37383 |
|
23.1 |
|
3/25/2025 |
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|
24.1 |
|
Power of attorney (included in the signature page to 2024 10-K filing). |
|
10-K |
|
001-37383 |
|
24.1 |
|
3/25/2025 |
|
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31.1 |
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X |
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31.2 |
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|
X |
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|
32.1 |
|
|
10-K |
|
001-37383 |
|
32.1 |
|
3/25/2025 |
|
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|
32.2 |
|
|
10-K |
|
001-37383 |
|
32.2 |
|
3/25/2025 |
|
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|
97.1 |
|
|
10-K |
|
001-37383 |
|
97.1 |
|
3/28/2024 |
|
|
23
Table of Contents
|
|
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|
101.INS |
|
Inline XBRL Instance Document. |
|
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|
X^ |
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101.SCH |
|
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document. |
|
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X^ |
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|
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL Document). |
|
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X^ |
|
|
* Indicates a management contract or compensatory plan or arrangement.
+ Certain information has been excluded from this exhibit because it is not material and would likely cause competitive harm to the registrant if publicly disclosed.
± 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.
^ Previously filed on March 25, 2025 as an exhibit to the Original Filing.
24
Table of Contents
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
|
ARCADIA BIOSCIENCES, INC. |
|
|
|
|
Date: April 30, 2025 |
By: |
/s/ THOMAS J. SCHAEFER |
|
|
Thomas J. Schaefer |
|
|
President and Chief Executive Officer (Principal Executive Officer) |
|
|
|
Date: April 30, 2025 |
By: |
/s/ MARK KAWAKAMI |
|
|
Mark Kawakami |
|
|
Chief Financial Officer (Principal Financial and Accounting Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ THOMAS J. SCHAEFER |
|
|
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|
Thomas J. Schaefer |
|
Director |
|
April 30, 2025 |
|
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|
/s/ * |
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|
Albert D. Bolles |
|
Director |
|
April 30, 2025 |
|
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|
/s/ * |
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|
Kevin Comcowich |
|
Director |
|
April 30, 2025 |
/s/ * |
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|
Lilian Shackelford Murray |
|
Director |
|
April 30, 2025 |
|
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|
/s/ * |
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|
Gregory D. Waller |
|
Director |
|
April 30, 2025 |
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/s/ * |
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|
Amy Yoder |
|
Director |
|
April 30, 2025 |
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|
/s/ * |
|
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|
Deborah D. Carosella |
|
Director |
|
April 30, 2025 |
* By: /s/ Thomas J. Schaefer
Thomas J. Schaefer
Attorney-in-fact
25
Exhibit 19.1
Insider Trading and Disclosure Policy
This document sets forth the policy (the “Policy”) regarding trading in the stock and other securities of Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), and, where applicable, the disclosure of such transactions. All references to the “Company” in the document include any subsidiaries of Arcadia Biosciences, Inc. The Policy is to be delivered to all new employees and consultants upon the commencement of their relationships with the Company, and is to be circulated to all personnel at least annually. The Company’s Board of Directors (the “Board”) and its Audit Committee shall oversee the implementation and enforcement of the Policy.
Applicability
This Policy applies to all officers and employees of the Company, all members of the Board, and any consultants, advisors, and contractors to the Company that the Company designates, as well as members of the immediate families and households of these persons. The Policy also applies to family trusts (or similar entities) controlled by or benefiting individuals subject to the Policy.
General Statement
Nonpublic information relating to the Company or its business is the property of the Company. The Company prohibits the unauthorized disclosure of any such nonpublic information acquired in the workplace or otherwise as a result of an individual’s employment or other relationship with the Company, as well as the misuse of any material nonpublic information about the Company or its business in securities trading.
Insider Trading Compliance Officer
The Company has appointed Mark Kawakami, Chief Financial Officer (or designee) as the Company’s current Compliance Officer (the “Compliance Officer”). The Compliance Officer is authorized to designate one or more persons to assist in administering this Policy. Please direct your questions as to any of the matters discussed in this Policy to Mr. Kawakami, who can be reached by phone at [ ] or by e- mail at [ ]. The Duties of the Compliance Officer are attached hereto as Annex 1.
General Policies
The following are the general rules of the Policy that apply to all Company officers, employees, directors and consultants. It is very important that you understand and follow these rules. If you violate them, you may be subject to disciplinary action by the Company (including termination of your employment for cause). You could also be in violation of applicable securities laws (and subject to civil and criminal penalties, including fines and imprisonment). Note that it is your individual responsibility to comply with the laws against insider trading. This Policy is intended to assist you in complying with these laws, but you must always exercise appropriate judgment in connection with any trade in the Company’s stock.
The terms “black-out period,” “immediate family,” “material information,” “nonpublic information,” and “trading window” are defined below.
1
Officers, directors and other personnel designated by the Company from time to time are subject to certain additional policies and restrictions. See “Additional Policies and Restrictions Applicable to Officers, Directors, and Others Specified by the Company” below.
Remember to cancel any “limit” orders or other pending trade orders you have in place during a black-out period (unless the orders were made pursuant to an approved Rule 10b5-1(c) trading program).
2
Note that many hedging transactions, such as “cashless” collars, forward sales, equity swaps and other similar or related arrangements may indirectly involve a short sale. The Company prohibits you from engaging in such transactions. In addition, if you are trading in Company stock pursuant to a “blind trust” or a Rule 10b5-1(c) trading program (see “Exceptions for Blind Trusts and Pre-Arranged Trading Programs” below), there may be additional restrictions on your ability to engage in a hedging transaction.
In addition, the Company recommends that you not margin or pledge your Company stock to secure a loan to you and that you not purchase Company stock “on margin” (that is, borrow funds to purchase stock, including in connection with exercising any Company stock options).
(Certain family trusts and other entities of this type that have an independent, professional trustee who makes investment decisions on behalf of the entity, and with whom you do not share Company information, may be eligible for an exemption from this rule. Please contact the Compliance Officer if you have questions regarding this exception. You should assume that this exception is not available unless you have first obtained the approval of the Compliance Officer.)
Exceptions to the General Policies
The following exceptions to the general insider trading policies apply:
The exercise (without a sale) of stock options under the Company’s stock option plans and the purchase of shares under the Company’s employee stock purchase plan are exempt from this Policy since the other party to the transaction is the Company itself and the price does not vary with the market but is fixed by the terms of the option agreement or the plan.
3
But, any subsequent sale of shares acquired under a Company stock plan is subject to this Policy.
Rule 10b5-1(c) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), provides an affirmative defense against insider trading liability under federal securities laws for a transaction done pursuant to “blind trusts” (generally, trusts or other arrangements in which investment control has been completely delegated to a third party, such as an institutional or professional trustee) or pursuant to a written plan, or a binding contract or instruction, entered into in good faith at a time when the insider was not aware of material nonpublic information, even though the transaction in question may occur at a time when the person is aware of material nonpublic information. The Company may, in appropriate circumstances, permit transactions pursuant to a blind trust or a pre-arranged trading program that complies with Rule 10b5-1 to take place during periods in which the individual entering into the transaction may have material nonpublic information or during black-out periods.
If you wish to enter into a blind trust arrangement or a pre-arranged trading program, you must notify the Compliance Officer. The Compliance Officer will review proposed arrangements to determine whether they will or may result in transactions taking place during periods in which you may be in possession of material nonpublic information. The Company reserves the right to bar any transactions in Company stock, even those pursuant to arrangements previously approved, if the Company determines that such a bar is in the best interests of the Company.
In order to respond to emergency, hardship, or other special circumstances, exceptions to the prohibition against trading during black-out periods will require the prior written approval of the Compliance Officer, the Chief Financial Officer, and the Chief Executive Officer.
Application of Policy After Employment/Engagement Terminates
If your employment or other form of engagement with the Company terminates at a time when you have or think you may have material nonpublic information about the Company or its business partners, the prohibition on trading on such information continues until such information is absorbed by the market following public announcement of it by the Company or another authorized party, or until such time as the information is no longer material. If you have questions as to whether you possess material nonpublic information after you have left the employ of the Company, you should direct questions to the Compliance Officer. If your employment or engagement terminates during a black-out period, you will continue to be subject to the Policy, and specifically to the ongoing prohibition against trading, until the black-out period ends.
Potential Criminal and Civil Liability and/or Disciplinary Action
The penalties for “insider trading” include civil fines of up to three times the profit gained or loss avoided, and criminal fines of up to $5,000,000 and up to twenty years in jail for each violation. You can also be liable for improper transactions by any person to whom you have disclosed nonpublic information or made recommendations on the basis of such information as to trading in the Company’s securities, which is known as tippee liability. The SEC has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges, and the Financial Industry Regulatory Authority use sophisticated electronic surveillance techniques to uncover insider trading. Employees of
4
the Company who violate this Policy shall also be subject to disciplinary action by the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment for cause.
Definitions Used in This Policy
In addition to the regularly-scheduled black-out periods, the Company may from time to time designate other periods of time as a special black-out period (for example, if there is some development with the Company’s business that merits a suspension of trading by Company personnel). The Company may not widely announce the commencement of a special black-out period, as that information can itself be sensitive information. For this reason, it is extremely important that you adhere to the pre-clearance procedures outlined in this Policy to ensure that you do not trade during any special black-out period.
While it may be difficult to determine whether particular information is material or not, there are some categories of information that are particularly sensitive and that should almost always be considered material. Examples include: financial results and projections (especially to the extent the Company’s own expectations regarding its future financial results differ from analysts’ expectations), news of a merger or acquisition, gain or loss of a major customer or supplier, major product announcements, changes in senior management, a change in the Company’s accountants or accounting policies, or any major problems or successes of the business. Either positive or negative information may be material. If you have any questions regarding whether information you possess is material or not, you should contact the Compliance Officer.
5
Questions
Please direct questions you have regarding this Policy and any transactions in Company securities to the Compliance Officer.
Additional Policies and Restrictions Applicable to Officers, Directors,
and Others Specified by the Company
The following additional policies and restrictions (the “Additional Policies”) apply to executive officers, directors and certain other officers, employees, and consultants of the Company, as designated from time to time by the Compliance Officer. If you violate these rules, you may be subject to disciplinary action by the Company (including termination of your employment for cause). In addition, you could be in violation of applicable securities laws (and subject to civil and criminal penalties, including fines and imprisonment). Note that it is your individual responsibility to comply with the laws against insider trading. This Policy is intended to assist you in complying with these laws, but you must always exercise appropriate judgment in connection with any trade in the Company’s stock.
Persons subject to these Additional Policies are also subject to the general policies described in the preceding section (with the more restrictive policy applying in any case where there is a conflict).
The terms “black-out period,” “immediate family,” “material information,” “nonpublic information,” and “trading window” were defined above.
You are required to pre-clear all transactions involving Company stock if you are listed on Attachment A to this Policy. If you are added to the list of persons subject to the Company’s mandatory pre-clearance policy, you will be notified by the Compliance Officer.
6
The practical effect of these provisions is that officers and directors who purchase and sell, or sell and purchase, Company securities within a six-month period must disgorge all profits to the Company whether or not they had any nonpublic information at the time of the transactions.
7
The practical effect of these provisions is that officers and directors who purchase and sell, or sell and purchase, Company securities within a six-month period must disgorge all profits to the Company whether or not they had any nonpublic information at the time of the transactions.
In addition, where the Company is required to report transactions by individuals, the Company expects full and timely cooperation by the individual.
8
INSIDER TRADING POLICY
ACKNOWLEDGMENT
I certify that I have read, understand and agree to comply with the Arcadia Biosciences, Inc. Insider Trading and Disclosure Policy. I agree that I will be subject to sanctions imposed by the Company, in its discretion, for violation of the Policy, and that the Company may give stop-transfer and other instructions to the Company’s transfer agent against the transfer of Company securities as necessary to ensure compliance with the Policy. I acknowledge that one of the sanctions to which I may be subject as a result of violating the Company’s policy is termination of my employment, including termination for cause.
Date: Signature:
Print:
9
ATTACHMENT A
List of positions that are most likely to possess material non-public information:
Members of the Board of Directors
Section 16 Officers (“Named Executive Officers”)
Other individuals who may have insider information due to position (“Key Employees”)
If at any time other Arcadia employees not listed above are provided with material non-public information they are to be advised that they are an insider and need to refrain from trading in Arcadia stock. It is the responsibility of the employee or director disclosing the material non-public information to inform the employee at the time they become an insider.
ANNEX 1
Duties of Compliance Officer
The duties of the Compliance Officer with respect to this Policy include, but are not limited to, the following:
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Thomas J. Schaefer, certify that:
Date: April 30, 2025 |
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By: |
/s/ THOMAS J. SCHAEFER |
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Thomas J. Schaefer President and Chief Executive Officer |
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(Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO EXCHANGE ACT RULE 13a-14(a)/15d-14(a)
AS ADOPTED PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002
I, Mark Kawakami, certify that:
Date: April 30, 2025 |
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By: |
/s/ MARK KAWAKAMI |
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Mark Kawakami Chief Financial Officer |
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(Principal Financial Officer) |