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 (Date of earliest event reported): February 22, 2021

 

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:

Securities registered pursuant to Section 12(b) of the Act:

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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The Board of Directors (“Board”) of Arcadia Biosciences, Inc. (“the Company”) appointed Debbie Carosella. to serve as a director of the Company, effective as of February 22, 2021. Ms. Carosella will serve as a Class II director and will stand for re-election at the Company’s 2023 Annual Meeting of Stockholders.

Ms. Carosella, age 64, currently advises multiple natural and organic companies in a broad range of business initiatives. She also serves as a director on the board of Landec Corporation, a publicly traded health and wellness company, where she participates as compensation committee chairperson and member of the strategy/ food innovation committee. In addition, Ms. Carosella serves on the board of directors for two private companies. Ms. Carosella was previously the CEO at Madhava Natural Sweeteners and senior vice president at Dean/ WhiteWave Foods. She was also a member of the executive leadership team at ConAgra Foods and Monsanto Company. Ms. Carosella earned a bachelor’s degree in journalism from the University of Missouri.  

Ms. Carosella 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. Ms. Carosella 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 her service as a new director, Ms. Carosella 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 Ms. Carosella 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 17, 2020. In connection with her appointment, Ms. Carosella 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 February 24, 2021, announcing the appointment of Ms. Carosella 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.

 

 

 

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Exhibit 99.1

 

Arcadia Biosciences Welcomes Debbie Carosella to Board Of Directors

 

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

 

DAVIS, Calif. (February 24, 2021) – Arcadia Biosciences, Inc.^® (Nasdaq: RKDA), a leader in science-based approaches to enhancing the quality and nutritional value of crops and food ingredients, announced today that Debbie Carosella, a leading consumer food industry executive, has joined its board of directors.

 

Carosella is the former CEO of Madhava Natural Sweeteners, a company that provides natural  alternatives to refined sugars and artificial sweeteners. A recognized leader in the natural and organic food industry, she previously served as the senior vice president of innovation for Dean Foods/ WhiteWave Foods where she led the development of value-added brands across the company. Prior to that, Carosella was on the executive leadership team at ConAgra Foods where she was both a general manager and innovator for numerous brands in a multitude of food categories.

 

“Debbie is a proven leader in driving innovation and growth for consumer packaged goods companies,” said Kevin Comcowich, chair of Arcadia’s board of directors. “With her broad expertise in business strategy, consumer marketing and brand development, she will be a valuable addition to the board as we execute our commercial strategy for GoodWheat^TM and GoodHemp^TM nutrition and health products.”

 

“It is exciting to be associated with a science-based company like Arcadia that has unlocked meaningfully differentiated food benefits,” said Carosella. “I look forward to working with the company to help bring these products to food companies and consumers.”

 

Carosella is a graduate of the University of Missouri, where she earned a bachelor’s degree in journalism. She currently advises multiple natural and organic companies on a broad range of business initiatives and serves on numerous corporate and non-profit boards.

 

About Arcadia Biosciences

Arcadia Biosciences (Nasdaq: RKDA) is a leader in science-based approaches to enhancing the quality and nutritional value of crops and food ingredients. The company’s GoodWheat™ branded ingredients deliver health benefits to consumers and enable consumer packaged goods companies to differentiate their brands in the marketplace. Arcadia’s GoodHemp™ seed catalog delivers genetically superior hemp seeds, transplants and extracts, applying the company’s

 

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proprietary crop innovation technology, ArcaTech™, to an emerging crop. 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 demand for the company’s products, 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, 2019 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.

 

Arcadia Biosciences Contact:

Pam Haley

ir@arcadiabio.com

 

LinkedIn: Arcadia Biosciences

Twitter: @ArcadiaAg

 

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