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OR Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-37383 Arcadia Biosciences, Inc. (Exact name of Registrant as specified in its Charter) (State or other jurisdiction of ...

Arcadia Biosciences, Inc. Consolidated Statements of Operations and Comprehensive Income (Loss) (Unaudited) (In thousands, except share data and per share data) | | | | Year Ended December 31, | | | --- | --- | --- | --- | --- | | | | 2025 | | 2024 | | Revenues: | | | | | | Product | $ | 4,858 | $ | 5,012 | | License | | — | | 7 | | Royalty | | — | | 26 | | Total revenues | | 4,858 | | 5,045 | | Operating expenses (income): | | | | | | Cost of revenues | | 3,098 | | 2,963 | | Research and development | | 9 ...

-- Zola® revenues increase 17% year-over-year -- -- Arcadia and Roosevelt Resources terminate proposed business combination -- -- Exercise of preferred investment options yields $2.1 million gross proceeds -- DALLAS, March 26, 2026 (GLOBE NEWSWIRE) -- Arcadia Biosciences, Inc.® (Nasdaq: RKDA), a producer and marketer of innovative wellness products, today released its financial and business results for the fourth quarter and full year of 2025. “At the end of 2025, we received a termination notice from Roose ...

Core Viewpoint - Arcadia Biosciences, Inc. has announced the immediate exercise of preferred investment options, significantly reducing the exercise price, which is expected to generate approximately $2.1 million in gross proceeds for the company [1][4]. Group 1: Investment Options and Financial Details - The company has entered into agreements to exercise outstanding preferred investment options for a total of 808,595 shares at a reduced exercise price of $2.575 per share [1]. - In exchange for the immediate exercise, Arcadia will issue new unregistered preferred investment options to purchase up to 1,617,190 shares at an exercise price of $2.325 per share, which will be exercisable immediately [3]. - The offering is expected to close on or about January 12, 2026, subject to customary closing conditions, and the net proceeds will be used for working capital and general corporate purposes [4]. Group 2: Regulatory and Compliance Information - The new preferred investment options were offered in a private placement and have not been registered under the Securities Act of 1933, meaning they cannot be sold in the U.S. without proper registration or exemption [5]. - The company has committed to filing a registration statement with the SEC for the resale of shares issuable upon the exercise of the new preferred investment options [5]. Group 3: Company Background - Arcadia Biosciences has been innovating high-value, healthy ingredients since 2002, focusing on meeting consumer demands for healthier choices through agricultural innovation [7].

Core Viewpoint - Arcadia Biosciences, Inc. has received a notice terminating its Securities Exchange Agreement with Roosevelt Resources, prompting the company to evaluate strategic alternatives to enhance shareholder value [1][2]. Company Developments - The termination of the agreement was effective as of December 24, 2025, and was based on the terms outlined in the agreement dated December 4, 2024 [1]. - CEO T.J. Schaefer stated that the company has streamlined operations, significantly reduced operating expenses, and grown the Zola coconut water brand without incurring long-term debt [2][3]. - Arcadia continues to hold approximately 2.7 million shares of Above Food Ingredients Inc. and believes it is entitled to additional compensation related to the sale of GoodWheat in May 2024 [3]. Strategic Positioning - The company views its assets, including its public listing on Nasdaq and the Zola business, as factors that could make it an attractive candidate for a merger or other strategic transaction [3]. - Arcadia has been focused on innovating high-value, healthy ingredients since its inception in 2002, aiming to meet consumer demands for healthier choices [4].

Financial Performance - Arcadia reported product revenues of $1,302,000 for the three months ended September 30, 2025, a decrease of 15% compared to $1,537,000 in the same period of 2024[133]. - The company recorded a net income of $856,000 from continuing operations for Q3 2025, a significant improvement compared to a net loss of $1,182,000 in Q3 2024[133]. - Arcadia's other income surged to $1,698,000 in Q3 2025, compared to only $15,000 in Q3 2024, marking a 11220% increase[133]. - Product revenues decreased by $235,000, or 15%, during the three months ended September 30, 2025, compared to the same period in 2024[134]. - Product revenues increased by $128,000, or 3%, during the nine months ended September 30, 2025, driven entirely by Zola coconut water sales[145]. Operating Expenses - Total operating expenses decreased by 26% to $2,454,000 in Q3 2025 from $3,297,000 in Q3 2024, driven by a 30% reduction in selling, general and administrative expenses[133]. - Research and development expenses were eliminated in Q3 2025, down from $24,000 in Q3 2024, reflecting a strategic shift in focus[133]. - Selling, general, and administrative expenses decreased by $671,000 during the three months ended September 30, 2025, primarily due to operating costs that were absent in 2025[137]. - Selling, general, and administrative expenses decreased by $1.6 million during the nine months ended September 30, 2025, compared to the same period in 2024[151]. Cash Flow and Liquidity - As of September 30, 2025, the company had cash and cash equivalents of $1.1 million, with a net loss of $1.0 million for the nine months ended September 30, 2025[159]. - Cash used in operating activities for the nine months ended September 30, 2025, was $3,878,000, compared to $7,418,000 for the same period in 2024[165][167]. - The company reported a net decrease in cash of $3,122,000 for the nine months ended September 30, 2025, compared to a decrease of $2,582,000 in 2024[165]. - Cash provided by investing activities for the nine months ended September 30, 2025, consisted of proceeds from the sale of intangible assets amounting to $750,000[168]. - Current assets as of September 30, 2025, were $8,387,000, while current liabilities were $2,285,000, resulting in a working capital surplus of $6,102,000[164]. Discontinued Operations - The company experienced a 100% increase in net loss from discontinued operations, reporting no loss in Q3 2025 compared to a loss of $430,000 in Q3 2024[133]. Strategic Transactions - Arcadia sold its non-GMO Resistant Starch durum wheat trait to Corteva for $4.0 million, retaining certain rights to use the trait[111]. - The company sold the GoodWheat™ brand to Above Food Corp. for net consideration of $3.7 million, resulting in a loss of $1,500 during Q2 2024[112]. - Arcadia entered into a Securities Exchange Agreement to issue shares of common stock to the limited partners of Roosevelt, resulting in a 90% ownership for the partners post-transaction[113]. Risks and Future Outlook - The company may seek additional funding through debt or equity financings, which could result in dilution for existing shareholders[162]. - If the company cannot secure adequate funding, it may be forced to reduce spending, extend payment terms, liquidate assets, or initiate bankruptcy proceedings[163]. - The market price of AFII common stock is very volatile, and there are no assurances regarding the net proceeds from potential sales of AFII shares[162]. Accounting and Estimates - Critical accounting estimates include revenue recognition, provision for income taxes, and net realizable value of inventory[172].

Revenue and Income - Total revenues for the three months ended September 30, 2025, were $1,302,000, a decrease of 15.3% compared to $1,537,000 for the same period in 2024[4] - The net income attributable to common stockholders for the three months ended September 30, 2025, was $856,000, compared to a net loss of $1,612,000 for the same period in 2024[4] Cash and Assets - Cash and cash equivalents decreased to $1,120,000 as of September 30, 2025, from $4,242,000 at the end of 2024, representing a decline of 73.7%[2] - Total assets decreased to $8,584,000 as of September 30, 2025, down from $13,517,000 as of December 31, 2024, a reduction of 36.7%[2] Liabilities - Total liabilities decreased to $3,141,000 as of September 30, 2025, from $7,294,000 at the end of 2024, a decrease of 56.9%[2] Operating Expenses - Operating expenses for the three months ended September 30, 2025, were $2,454,000, down from $3,297,000 in the same period of 2024, a reduction of 25.6%[4] Cash Flow and Activities - The company reported a net cash used in operating activities of $3,878,000 for the nine months ended September 30, 2025, compared to $7,418,000 for the same period in 2024, indicating an improvement of 47.7%[6] - The company recognized a gain on the sale of intangible assets amounting to $750,000 during the nine months ended September 30, 2025[6] Research and Development - Research and development expenses were minimal at $9,000 for the nine months ended September 30, 2025, compared to $40,000 for the same period in 2024[4] Shares Information - The weighted-average number of shares used in per share calculations for basic shares was 1,367,192 for the three months ended September 30, 2025[4]

Core Insights - Arcadia Biosciences reported a 26% year-over-year increase in Zola coconut water revenues for the first nine months of 2025, despite flat revenues in the third quarter due to a comparison with a strong prior year [3][10][11] - The company achieved gross profit margins exceeding 30% for eleven consecutive quarters, with SG&A expenses at an all-time low [3][4] - Arcadia's cash balance slightly declined by $257,000 to $1.1 million, indicating effective cash management [3] Financial Performance - Total revenues for the third quarter of 2025 decreased by $235,000, or 15%, compared to the same period in 2024, primarily due to the absence of GLA oil sales [6][9] - For the first nine months of 2025, total revenues increased by $128,000, or 3%, driven entirely by Zola coconut water sales [6][10] - Operating expenses decreased by 26% in the third quarter and by 2% in the first nine months of 2025 compared to the same periods in 2024 [6][14] Net Income and Loss - Net income attributable to common stockholders for the third quarter of 2025 was $856,000, a significant improvement from a net loss of $1.6 million in the same quarter of 2024 [6][18] - The net loss attributable to common stockholders for the first nine months of 2025 was $1.0 million, improving from a loss of $3.0 million in the same period of 2024 [6][19] Business Developments - Arcadia continues to hold 2.7 million shares of Above Food Ingredients Inc. stock as part of a repayment related to the sale of GoodWheat assets [4][16] - The pending business combination with Roosevelt Resources is ongoing, but the timing remains uncertain due to external factors such as the federal government shutdown [5][20]

Core Insights - Premarket trading is showing notable activity with significant price movements indicating potential trading opportunities before the market opens [1] Premarket Gainers - rYojbaba Co., Ltd. (RYOJ) increased by 134% to $5.09 - Linkage Global Inc (LGCB) rose by 101% to $3.33 - MIRA Pharmaceuticals, Inc. (MIRA) gained 87% to $2.46 - Auddia Inc. (AUUD) went up by 23% to $2.54 - SOPHiA GENETICS SA (SOPH) increased by 16% to $4.99 - J.B. Hunt Transport Services, Inc. (JBHT) rose by 13% to $157.44 - AlphaVest Acquisition Corp (ATMV) increased by 11% to $13.09 - New Era Energy & Digital, Inc. (NUAI) went up by 10% to $3.71 - Critical Metals Corp. (CRML) rose by 9% to $24.80 - Blaize Holdings, Inc. (BZAI) increased by 9% to $6.90 [3] Premarket Losers - Fossil Group, Inc. (FOSL) decreased by 40% to $2.23 - Pinnacle Food Group Limited (PFAI) fell by 25% to $3.41 - American Battery Technology Company (ABAT) declined by 22% to $6.91 - Sadot Group Inc. (SDOT) dropped by 20% to $6.15 - TechCreate Group Ltd. (TCGL) decreased by 14% to $4.14 - PMGC Holdings Inc. (ELAB) fell by 13% to $6.43 - Arcadia Biosciences, Inc. (RKDA) decreased by 13% to $4.73 - ATIF Holdings Limited (ZBAI) dropped by 11% to $9.28 - Roma Green Finance Limited (ROMA) fell by 7% to $2.62 - Australian Oilseeds Holdings Limited (COOT) decreased by 6% to $2.46 [4]