PRE 14A

PRE 14A 1 rkda-fy25-proxy_pre14a.htm PRE 14A PRE 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

      Filed by the Registrant ☒

    

     Filed by a Party other than the Registrant ☐

    

Check the appropriate box:

☒ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

ARCADIA BIOSCIENCES, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

5956 Sherry Lane, Suite 2000

Dallas, TX 75225

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on Thursday, September 10, 2026

Dear Stockholders of Arcadia Biosciences, Inc.:

We are pleased to invite you to attend our 2026 Annual Meeting of Stockholders to be held virtually on September 10, 2026, at 1:00 p.m. Central Time (the “Meeting”). At the virtual Meeting, we will ask you to consider the following proposals:

To elect one (1) Class II director;

To approve, pursuant to Nasdaq Listing Rule 5635(d), the potential issuance of our common stock upon exercise of the Series A-1 Preferred Investment Options that were sold in our private placement transaction that closed on June 12, 2026 (the “Issuance Proposal”);

To approve the 2026 Omnibus Equity Incentive Plan (the “Plan Proposal”);

To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock, if our Board of Directors in its discretion determines to effect a reverse stock split at any time before June 30, 2027, at a reverse stock split ratio ranging from 1-for-2 to 1-for-10, as determined by our Board of Directors at a later date (the “Reverse Split Proposal”);

To approve, on a nonbinding advisory basis, the compensation of our named executive officers;

To ratify the appointment of Ramirez Jimenez International CPAs as our independent registered public accountants for the fiscal year ending December 31, 2026;

To approve a proposal to adjourn the Meeting by the Chairperson of the Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of proxies in the event that there are not sufficient votes in favor of the Issuance Proposal or the Reverse Split Proposal (the “Adjournment Proposal”); and

To transact such other business that may properly come before the Meeting or any adjournment or postponement thereof.

The Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the Meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/RKDA2026 shortly prior to the scheduled start of the meeting and entering the 16‑digit control number found on the proxy card or voting instruction form.

Our Board of Directors has fixed the close of business on July 29, 2026, as the record date for the Meeting. Stockholders of record as of the record date are entitled to notice of, and to vote at, the Meeting or any postponements or adjournments of the Meeting. A list of stockholders entitled to vote at the Meeting will be available upon request for examination by any stockholder for any purpose relating to the Meeting for a period of 10 days ending on September 9, 2026, the day before the Meeting date. To access the list of record stockholders during such 10-day period, stockholders should email ir@arcadiabio.com.

This notice of annual meeting, Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 26, 2026 (the “Annual Report), and our form of proxy are being made available on or about August __, 2026.

Your vote is important. Whether or not you plan to participate in the Meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.

Sincerely,

Thomas J. Schaefer
Chief Executive Officer & Corporate Secretary

Dallas, Texas
August __, 2026

Whether or not you expect to participate in the Annual Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the Annual Meeting.

     Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders To Be Held on September 10, 2026: Our Proxy Statement, along with the Annual Report on Form 10-K for the fiscal year ended December 31, 2025, is available at the following website: www.proxyvote.com. In accordance with rules approved by the Securities and Exchange Commission, we are providing this notice to our stockholders to advise them of the availability on the Internet of our proxy materials related to the Meeting. The rules allow companies to provide access to proxy materials in one of two ways. Because we have elected to utilize the “full set delivery” option, we are delivering our proxy materials to our stockholders under the “traditional” method, by providing paper copies, as well as providing access to our proxy materials on a publicly accessible website. Our Proxy Statement and proxy card are enclosed along with our Annual Report on Form 10-K for the year ended December 31, 2025, which is being provided as our annual report to stockholders. These materials are also available on the website: http://www.arcadiabio.com. The information on this website, other than the Proxy Statement, is not part of the Proxy Statement.

    

PROXY STATEMENT

2026 ANNUAL MEETING OF STOCKHOLDERS

To Be Held On Thursday, September 10, 2026

TABLE OF CONTENTS


	Page

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING			2

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE			13

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			24

EXECUTIVE COMPENSATION			26

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS, AND DIRECTOR INDEPENDENCE			36

COMMUNICATIONS WITH OUR BOARD OF DIRECTORS			37

AUDIT COMMITTEE REPORT			37

PROPOSAL ONE: ELECTION OF DIRECTORS			38

PROPOSAL TWO: THE ISSUANCE PROPOSAL		39

PROPOSAL THREE: APPROVAL OF 2026 OMNIBUS EQUITY INCENTIVE PLAN		45

PROPOSAL FOUR: APPROVAL OF THE REVERSE STOCK SPLIT PROPOSAL		52
PROPOSAL FIVE: ADVISORY VOTE ON EXECUTIVE COMPENSATION		61

PROPOSAL SIX: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS		62

PROPOSAL SEVEN: ADJOURNMENT OF MEETING		64

ANNUAL REPORTS		65

OTHER MATTERS		65

ARCADIA BIOSCIENCES, INC.

PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS

To Be Held at 1:00 p.m. Central Time on Thursday, September 10, 2026

This Proxy Statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the annual meeting of stockholders of Arcadia Biosciences, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the virtual “Meeting”). The Meeting will be held virtually on Thursday, September 10, 2026, at 1:00 p.m. Central Time. The Meeting can be accessed via the internet at www.virtualshareholdermeeting.com/RKDA2026 where you will be able to listen to the meeting live, submit questions, and vote online.

References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Arcadia” refer to Arcadia Biosciences, Inc. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.001 per share (“Common Stock”).

The Notice of Meeting, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission on March 26, 2026 (the “Annual Report”), and the form of proxy are first being mailed on or about August __, 2026, to all stockholders entitled to vote at the virtual Meeting.

THE INFORMATION PROVIDED IN THE “QUESTION AND ANSWER” FORMAT
BELOW IS FOR YOUR CONVENIENCE ONLY AND IS ONLY A SUMMARY OF
THE INFORMATION CONTAINED IN THIS PROXY STATEMENT. YOU SHOULD
READ THIS ENTIRE PROXY STATEMENT CAREFULLY.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING

Q: What is included in the proxy materials?

A: The proxy materials include the Notice of Annual Meeting, this Proxy Statement, the Annual Report and the form of proxy. Our principal executive offices are located at 5956 Sherry Lane, Suite 2000, Dallas, TX 75225, and our telephone number is (214) 974-8921. We maintain a website at www.arcadiabio.com. The information on our website is not a part of this Proxy Statement.

Q: What items will be voted on at the Meeting?

A: Stockholders will vote on the following items at the Meeting:

•

To elect one Class II director;

•

To approve, pursuant to Nasdaq Listing Rule 5635(d), the potential issuance of our common stock, par value $0.001 per share (“Common Stock”), upon exercise of the (a) Series A-1 Preferred Investment Options (the “Series A-1 Options”) that were sold in our private placement transaction (the “Private Placement”) that closed on June 12, 2026 (the “Issuance Proposal”);

•

To approve the 2026 Omnibus Equity Incentive Plan (the “Plan Proposal”);

•

To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of Common Stock, if the Board in its discretion determines to effect a reverse stock split at any time before June 30, 2027, at a reverse stock split ratio ranging from 1-for-2 to 1-for-10, as determined by the Board at a later date (the “Reverse Split Proposal”);

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To approve, on a nonbinding advisory basis, the compensation of our named executive officers;

•

To ratify the appointment of Ramirez Jimenez International CPAs as our independent registered public accountants for the fiscal year ending December 31, 2026;

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To approve a proposal to adjourn the Meeting by the Chairperson of the Meeting to a later date or dates, if deemed necessary or appropriate by the Chairperson of the Meeting, to permit further solicitation and vote of proxies in the event that there are not sufficient votes in favor of the Issuance Proposal or the Reverse Split Proposal (the “Adjournment Proposal”); and

•

To transact such other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Q: How does the Board of Directors recommend I vote on these proposals?

A: The Board recommends a vote:

•

FOR the election of Gregory D. Waller as the Class II director;

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FOR the Issuance Proposal;

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FOR the Plan Proposal;

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FOR the Reverse Split Proposal;

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FOR the approval, on a nonbinding advisory basis, of the compensation of our named executive officers;

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FOR the ratification of the appointment of Ramirez Jimenez International CPAs as our independent registered public accountants for the fiscal year ending December 31, 2026; and

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FOR the Adjournment Proposal.

Q: Why is the Company proposing the Issuance Proposal?

A: With respect to the Series A-1 Options, the securities purchase agreement relating to the Private Placement requires the Company to hold an annual or special meeting of stockholders for the purpose of obtaining such approvals as may be required by the applicable rules and regulations of the Nasdaq Stock Market LLC (or any successor entity) (“Nasdaq”) from the stockholders of the Company with respect to the issuance of the Series A-1 Option Shares upon the exercise of the Series A-1 Options (“Stockholder Approval” and the date on which Stockholder Approval is received and deemed effective under Delaware law, the “Stockholder Approval Date”), with the recommendation of the Board of Directors of the Company that such proposals are approved, and provides that the Company will solicit proxies from its stockholders in connection therewith in the same manner as all other management proposals in such proxy statement and that all management appointed proxyholders will vote their proxies in favor of such proposals.

Our Common Stock is listed on the Nasdaq Capital Market and trades under the ticker symbol “RKDA.” Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions (or a series of related transactions), other than public offerings, involving the sale, issuance or potential issuance of shares (or securities convertible into or exercisable for shares of common stock) in amount greater than 20% of the outstanding common stock or voting power of the issuer prior to entering into the agreement providing for such issuance at a purchase price less than the applicable “Minimum Price,” as defined in Nasdaq’s listing rules. We are seeking stockholder approval for the issuance of up to an aggregate of 3,993,296 shares of Common Stock, which is more than 20% of the shares of Common Stock that were outstanding before the Private Placement, that are issuable if the Series A-1 Options that were issued in the Private Placement are exercised in the future. Effectively, Stockholder Approval of this Issuance Proposal is one of the conditions for us to be able to receive up to an additional approximately $3.5 million of gross proceeds (before deducting expenses and placement agent fees) if all of the Series A-1 Options were exercised for cash.

Q: Why is the Company proposing the Reverse Split Proposal?

A: Our Board has unanimously adopted a resolution giving our Board the authority to effect a reverse stock split of our Common Stock by means of an amendment (the “Reverse Stock Split Amendment”) to our amended and restated certificate of incorporation (the “Restated Certificate”) at a ratio in the range of between 1‑for‑2 to 1‑for‑10, with such ratio to be determined by the Board (the “Reverse Stock Split”), and granting the Board the discretion to file a certificate of amendment to our Restated Certificate with the Secretary of State of the State of Delaware effecting the Reverse Stock Split prior to June 30, 2027, or to abandon the Reverse Stock Split altogether. The primary goal of the Reverse Stock Split is to increase the per share market price of our Common Stock to meet the minimum per share bid price requirements for continued listing on the Nasdaq Capital Market. On ________ __, 2026, we received a deficiency letter from The Nasdaq Stock Market, LLC (“Nasdaq”) notifying us that, for 30 consecutive business days, the bid price of our Common Stock had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). We were provided a period of 180 calendar days, or until ________ __, 2027, to regain compliance with the Bid Price Requirement.

The form of the proposed Reverse Stock Split Amendment is attached to this Proxy Statement as Annex B. If filed, the Reverse Stock Split Amendment will effect the Reverse Stock Split by reducing the number of outstanding shares of Common Stock as compared to the number of outstanding shares immediately prior to the effectiveness of the Reverse Stock Split, but will not increase the par value of Common Stock and will not change the number of authorized shares of our capital stock. Stockholders are urged to carefully read Annex B. If implemented, the number of shares of our Common Stock owned by each of our stockholders will be reduced by the same proportion as the reduction in the total number of shares of our Common Stock outstanding, so that the percentage of our outstanding Common Stock owned by each of our stockholders will remain approximately the same, except to the extent that the Reverse Stock Split could result in some or all of our stockholders receiving one share of Common Stock in lieu of a fractional share.

Q: Why are you holding a virtual meeting and how can stockholders attend?

A: The Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the Meeting by enabling stockholders to participate remotely from any location around the world. Our virtual meeting will be governed by our Rules of Conduct and Procedures which will be posted at www.proxyvote.com in advance of the meeting and will available during the online meeting at www.virtualshareholdermeeting.com/RKDA2026. We have designed the Meeting to provide the same rights and opportunities to participate as stockholders have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

Q: How do I virtually attend the Meeting?

A: We will host the Meeting live online. The webcast of the Meeting will start at 1:00 p.m., Central Time, on September 10, 2026. Online access to the webcast is expected to open approximately fifteen (15) minutes. To be admitted to the virtual Meeting, you will need to log-in at www.virtualshareholdermeeting.com/RKDA2026 using the 16-digit control number on the proxy card or voting instruction form.

Q: Who may vote at the Meeting?

A: Stockholders of record as of the close of business on July 29, 2026 (the “Record Date”) are entitled to receive notice of, to attend, and to vote at the Meeting. As of the Record Date, there were 2,409,211 shares of Arcadia’s Common Stock issued and outstanding, held by 37 holders of record. Each share of Common Stock is entitled to one vote on each matter.

Q: What is the voting requirement to approve each of the proposals?

A: Each director is elected by a plurality of the voting power of the shares present at the Meeting or represented by proxy at the Meeting and entitled to vote on the election of directors at the Meeting. “Plurality” means that the nominees who receive the largest number of votes cast “for” are elected as directors. Accordingly, the one nominee receiving the highest number of affirmative votes will be elected as the Class II director, to serve until the 2029 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified. Abstentions and broker non-votes will have no effect on the outcome of the vote.

The approval of the Issuance Proposal requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect and will not be counted towards the vote.

The approval of the Plan Proposal requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect and will not be counted towards the vote.

The approval of the Reverse Split Proposal requires the affirmative vote of a majority of the votes cast, and abstentions and broker non-votes will have no effect and will not be counted towards the vote, provided that our Common Stock is listed on Nasdaq immediately before the amendment to the Restated Certificate to effect the proposal becomes effective and that we meet the listing requirements of Nasdaq relating to the minimum number of holders immediately after such amendment to our Restated Certificate becomes effective (the “Listing Condition”). If the Listing Condition is not met, the Reverse Split Proposal must receive the affirmative vote of the holders of a majority of our issued and outstanding shares of Common Stock as of the Record Date, and any abstentions with respect to the Reverse Split Proposal would have the same effect as a vote against the Reverse Split Proposal. If the Listing Condition is met, any broker non-votes (if any) will have no effect on the Reverse Split Proposal. If the Listing Condition is not met, any broker non-votes (if any) will be treated as a vote against the Reverse Split Proposal.

The approval of compensation of our named executive officers requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect and will not be counted towards the vote.

The ratification of the appointment of Ramirez Jimenez International CPAs as our independent registered public accountants requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect and will not be counted towards the vote.

The approval of the Adjournment Proposal requires the affirmative vote of a majority of the votes cast. Abstentions and broker non-votes will have no effect and will not be counted towards the vote.

A summary of the voting provisions provided a valid quorum is present or represented at the Meeting, for the matters described in “What items will be voted on at the Meeting?” is as follows:


Proposal No.	Vote	Board Voting Recommendation	Vote Required for Approval	Impact of Abstentions	Impact of Broker Non-votes (Uninstructed Shares)
	Election of director nominee	FOR	Plurality	No impact	No impact
	Approval of Share Issuance Proposal	FOR	Majority of votes cast affirmatively or negatively	No impact	No impact
	Approval of 2026 Omnibus Equity Incentive Plan	FOR	Majority of votes cast affirmatively or negatively	No impact	No impact
	Approval of Reverse Split Proposal	FOR	Majority of votes cast affirmatively or negatively (1)	No impact	No impact
	Approval on a nonbinding advisory basis, the compensation of our named executive officers	FOR	Majority of votes cast affirmatively or negatively	No impact	No impact
	Ratification of independent registered public accounting firm	FOR	Majority of votes cast affirmatively or negatively	No impact	Broker has the discretion to vote
	Approval of Adjournment Proposal	FOR	Majority of votes cast affirmatively or negatively	No impact	No impact

(1) Represents the vote required provided that our Common Stock is listed on Nasdaq immediately before the amendment to the Restated Certificate to effect the proposal becomes effective and that we meet the Listing Condition requirements of Nasdaq relating to the minimum number of holders immediately after such amendment, in which case, abstentions with respect to the proposal will not be considered “votes cast” and will have no effect on the proposal. If the Listing Condition is not met, the Reverse Split Proposal must receive the affirmative vote of the holders of a majority of our issued and outstanding shares of Common Stock as of the Record Date, and any abstentions with respect to the Reverse Split Proposal would have the same effect as a vote against the Reverse Split Proposal.

Q: What if another matter is properly brought before the Meeting?

A: The Board of Directors knows of no other matters that will be presented for consideration at the Meeting. If any other matters are properly brought before the Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

Q: How many shares must be present or represented to conduct business at the Meeting?

A: At the Meeting, the presence via website or by proxy of one-third of the aggregate voting power of the stock issued and outstanding and entitled to vote at the Meeting is required for the Meeting to proceed. If you have returned valid proxy instructions or attend the Meeting via website, your shares of Common

Stock will be counted for the purpose of determining whether there is a quorum, even if you wish to abstain from voting on some or all matters at the meeting.

Q: If I am a stockholder of record, how do I vote?

A: If you are a stockholder of record, there are four ways to vote:

•

Via the Meeting website.You may vote during the Meeting by visiting www.virtualshareholdermeeting.com/RKDA2026. Please have your 16-digit control number to join the Meeting.

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Via the Internet. You may vote by proxy via the Internet by following the instructions found on the proxy card.

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By Telephone. You may vote by proxy by calling the toll-free number found on the proxy card.

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By Mail. You may vote by proxy by filling out the proxy card and returning it in the envelope provided. If you vote by mail, your proxy card must be received by September 9, 2026.

Please note that the Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time (8:59 p.m. Pacific Time) on September 9, 2026.

Q: If I am a beneficial owner of shares held in street name, how do I vote?

A: If you are a beneficial owner of shares held in street name, you should have received from your broker, bank, trustee or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “vote instruction form” sent by the broker, bank, trustee or other nominee. Please follow their instructions carefully. Street name stockholders generally may vote by one of the following methods:

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Via the Meeting website.You may vote during the Meeting by visiting www.virtualshareholdermeeting.com/RKDA2026. Please have the instruction form provided to you by your broker, bank, trustee, or other nominee.

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Via the Internet. You may vote by proxy via the Internet by following the instruction form provided to you by your broker, bank, trustee, or other nominee.

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By Telephone. You may vote by proxy by calling the toll-free number found on the vote instruction form provided to you by your broker, bank, trustee, or other nominee.

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By Mail. You may vote by proxy by filling out the vote instruction form and returning it in the envelope provided to you by your broker, bank, trustee, or other nominee.

Q: What is the difference between a stockholder of record and a beneficial owner of shares held in street name?

A: Stockholder of Record. If your shares are registered directly in your name with our transfer agent, Equiniti Trust Company, LLC (“Equiniti”), you are considered the stockholder of record with respect to those shares, and the Notice and proxy materials were sent directly to you by the Company.

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.