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: October 5, 2015
(Date of earliest event reported)
Arcadia Biosciences, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-37383 | 81-0571538 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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:
| ¨ | Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Thomas O’Neil, Chief Financial Officer of Arcadia Biosciences, Inc., (the “Company”), will leave the Company effective October 16, 2015, to pursue other professional interests. Upon his departure and the signing of a separation and release agreement, he will receive the benefits set forth in his existing severance agreement with the Company.
Steve Brandwein, Vice President of Finance and Administration, has been appointed Interim Chief Financial Officer of the Company, effective October 16, 2015. Mr. Brandwein, who is 60, is a 13-year veteran of the Company and has served as the Company’s Vice President of Finance and Administration since its founding in 2002. He also served as the Company’s Secretary from September 2002 until June 2014. Prior to joining the Company, Mr. Brandwein built a broad base of experience in both the public and private sectors, including work for the Department of Treasury and more than a decade as an executive with Dial Corporation in both the U.S. and Europe.
Item 7.01 Regulation FD Disclosure.
On October 5, 2015, the Company issued a press release announcing the management changes described above under Item 5.02. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that Section unless the registrant specifically incorporates it by reference in a document filed under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following Exhibit 99.1 is furnished as an Exhibit to this Current Report on Form 8-K.
| Exhibit No. |
Description | |
| 99.1 | Press Release issued by Arcadia Biosciences, Inc. dated October 5, 2015. | |
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SIGNATURES
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.
| ARCADIA BIOSCIENCES, INC. | ||||||
| Date: October 5, 2015 | By: | /S/ WENDY S. NEAL | ||||
| Name: Wendy S. Neal | ||||||
| Title: Vice President & Chief Legal Officer | ||||||
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Exhibit 99.1
FOR IMMEDIATE RELEASE
| Contact: | Jeff Bergau |
| jeff.bergau@arcadiabio.com |
| +1-312-217-0419 |
Arcadia Biosciences Announces CFO Change; Names Steve Brandwein as Interim CFO
DAVIS, Calif. (October 5, 2015) – Arcadia Biosciences, Inc. (NASDAQ: RKDA), an agricultural technology company, today announced that chief financial officer Thomas O’Neil will be leaving the company to pursue other professional interests. Steve Brandwein, vice president of finance and administration and a 13-year veteran of the company, will serve as interim CFO while the company conducts a national search for a new CFO.
Mr. Brandwein has served as Arcadia’s vice president of finance and administration since the company’s founding in September 2002, and served as the company’s secretary from September 2002 until June 2014. Prior to joining Arcadia, he built a broad base of experience in both the public and private sectors, including work for the Department of Treasury and more than a decade as an executive with Dial Corporation in both the U.S. and Europe.
“We expect a smooth transition given Steve’s deep financial background and the breadth and quality of our entire finance team,” said Arcadia president and chief executive officer, Eric Rey. “Steve’s leadership and history with Arcadia will be particularly important as we continue to move toward commercialization of our rich product pipeline while maintaining tight control of costs.”
“We are grateful to Tom for his leadership as Arcadia became a public company earlier this year,” said Rey. “He was a key member of the team that took the company public, and he helped establish the financial systems and processes that will serve us well into the future.”
“I am proud of my contributions and the transition we made as Arcadia became a public company, and I will carry forward this experience in my upcoming activities,” O’Neil said.
Rey added: “We wish Tom the best as he pursues new possibilities that will benefit from his talents.”
About Arcadia Biosciences, Inc.
Based in Davis, Calif., with additional facilities in Seattle, Wash. and Phoenix, Ariz., Arcadia Biosciences (NASDAQ: RKDA) develops agricultural products that create added value for farmers while benefitting the environment and enhancing human health. Arcadia’s agronomic performance traits, including Nitrogen Use Efficiency, Water Use Efficiency, Salinity Tolerance, Heat Tolerance and Herbicide Tolerance, are all aimed at making agricultural production more economically efficient and environmentally sound. Arcadia’s nutrition traits and products are aimed at creating healthier ingredients and whole foods with lower production costs. The company was recently listed in the Global Cleantech 100 and was previously named one of MIT Technology Review’s 50 Smartest Companies. For more information, visit www.arcadiabio.com.
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