The warrants will be immediately exercisable on their date of issuance
and will expire five years from such date. The warrants will be
exercisable for the same number of shares of common stock purchased by
each investor in the private placement. The Company is obligated to seek
shareholder approval for the issuance of the shares issuable in the
The per share purchase price and warrant exercise price will
automatically be adjusted lower, if applicable, to 80 percent with
respect to the common stock (110 percent with respect to the exercise
price of the warrant) of the average of the volume weighted average
price for the three trading days after the date that (i) the Company’s
shareholders approve the private placement transaction and (ii) a
registration statement covering the resale of the securities being
issued in the transaction is declared effective by the
The shares of common stock and warrants described above have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investors, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable and the shares of common stock issuable upon exercise of the warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Arcadia Biosciences, Inc.
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