UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report: May 12, 2018

(Date of earliest event reported)

 

Arcadia Biosciences, Inc.

(Exact name of registrant as specified in its charter)

 

 

202 Cousteau Place, Suite 105

Davis, CA 95618

(Address of principal executive offices, including zip code)

(530) 756-7077

(Registrant’s telephone number, including area code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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. ☒

 

 

 

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On May 12, the Board of Directors (“Board”) of the Company, upon the recommendation of its Nominating and Governance Committee, appointed Albert D. Bolles, Ph.D. to serve as a director of the Company and a member of the Board’s Nominating and Governance Committee. Dr. Bolles will serve as a Class I director and will stand for re-election at the Company’s 2019 Annual Meeting of Stockholders.

Dr. Bolles, age 60, served as the executive vice president, chief technology and operations officer at ConAgra Foods until his retirement in August 2015. He previously led worldwide research and development for PepsiCo Beverage and Foods and held senior positions with Gerber Foods and General Foods Corporation. Dr. Bolles earned Ph.D. and M.S. degrees in food science and a bachelors’ degree in microbiology from Michigan State University.  

Dr. Bolles has (i) no arrangements or understandings with any other person pursuant to which he was appointed to as a director of the Company, and (ii) no family relationship with any director or executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer. Dr. Bolles does not have any relationship or related transaction with the Company that would require disclosure pursuant to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

In connection with his service as a new director, Dr. Bolles will receive the standard compensation paid by the Company to all of its non-employee directors, including an initial option grant issued on appointment as director, and an annual cash retainer and an annual option grant each issued upon the date of each of the Company’s Annual Meeting of Stockholders. This standard non-employee director compensation, a portion of which will be pro-rated to reflect the actual time Dr. Bolles will serve on the Company’s Board this year, is described under the heading of “Non-Employee Director Compensation Policy” in the Company’s Proxy Statement for its Annual Meeting of Stockholders filed with the Securities and Exchange Commission (“SEC”) on April 26, 2017. In connection with his appointment, Dr. Bolles will enter into the standard indemnification agreement with the Company in the form filed as Exhibit 10.7 to the Company’s Registration Statement on Form S-1 filed with the SEC on February 17, 2015 and incorporated by reference herein.

The Company issued a press release on May 15, 2018 announcing the appointment of Dr. Bolles to the Company’s Board. A copy of the press release is attached as Exhibit 99.1 to this report and incorporated by reference herein.

 

 

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SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

 

 

Albert D. Bolles, Ph.D. Joins Arcadia Biosciences Board Of Directors

 

-- Prominent consumer food industry executive will help guide commercialization strategy for innovative health and nutrition ingredients --

 

DAVIS, Calif. (May 15, 2018) – Arcadia Biosciences, Inc. (Nasdaq: RKDA), an agricultural food ingredient company, announced today that Albert D. Bolles, Ph.D., a leading consumer food industry executive, has joined its board of directors.

 

Bolles is the former executive vice president, chief technology and operations officer of ConAgra Foods, where he led a technical organization including research, quality, innovation, and supply chain functions with over 10,000 employees and 100 manufacturing facilities. In his time with ConAgra, Bolles directed the development and execution of multiple product innovations and a multi-year pipeline to sustain and advance growth and, prior to joining ConAgra, he served as vice president, worldwide R&D for PepsiCo Beverages and Foods, and R&D director for Gerber Foods.

 

As an active partner with the Food and Drug Administration and U.S Department of Agriculture to influence public policy, Bolles was instrumental in the passage of the Food Safety Modernization Act of 2010. Bolles is a graduate of Michigan State University where he earned Ph.D. and M.S. degrees in food science, and a bachelors’ degree in microbiology. He holds several patents and has won numerous awards for his contributions to food science, the industry and academics.

 

“Al is a visionary leader in the industry with proven success in global product innovation, R&D and corporate strategy,” said Kevin Comcowich, chair of Arcadia’s board of directors. “He will be instrumental in helping Arcadia build the commercial capabilities and industry relationships needed to launch its value-added food ingredients portfolio.”

 

“Arcadia has a robust pipeline of innovations in its non-GM wheat platform and other nutritional products that fit consumer needs in health and wellness,” said Bolles. “Their GoodWheatTM family of products has tremendous promise in the global marketplace, and I’m excited to join the board and leverage my experience and industry relationships to maximize its potential.”

 

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About Arcadia Biosciences, Inc.

Arcadia Biosciences (Nasdaq: RKDA) develops and markets high-value food ingredients and nutritional oils that help meet consumer demand for a healthier diet. Arcadia’s GoodWheat™ branded ingredients deliver health benefits to consumers and enable consumer packaged goods companies to differentiate their brands in the marketplace. The company’s portfolio of agricultural traits are being developed to enable farmers around the world to be more productive and minimize the impact of agriculture on the environment. For more information, visit www.arcadiabio.com.

 

Note Regarding Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially, and reported results should not be considered as an indication of future performance. These risks and uncertainties include, but are not limited to: the company’s and its partners’ and affiliates’ ability to identify and isolate desired traits; the demand for the company’s product’s, both from commercial partners and consumers; the company’s and its partners’ ability to develop commercial products incorporating its traits and complete the regulatory review process for such products; the company’s compliance with laws and regulations that impact the company’s business, and changes to such laws and regulations; the company’s future capital requirements and ability to satisfy its capital needs; and the other risks set forth in the company’s filings with the Securities and Exchange Commission from time to time, including the risks set forth in the company’s annual report on Form 10-K for the year ended December 31, 2017 and other filings. These forward-looking statements speak only as of the date hereof, and Arcadia Biosciences, Inc. disclaims any obligation to update these forward-looking statements.

 

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