In accordance with Rule 14a-6(d) under Regulation 14A, please be advised that Arcadia Biosciences, Inc. intends to release definitive copies of this Proxy Statement to security holders on or about January 6, 2023.

We are pleased to invite you to attend our ~~2021 Annual~~Special Meeting of Stockholders to be held virtually on ~~Wednesday, June 2, 2021~~February 15, 2023 at 1:00 p.m. Central Time (the “virtual ~~Annual~~Special Meeting”). At the virtual ~~Annual~~Special Meeting, we will ask you to consider the following proposals:

~~This year’s annual meeting~~The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the ~~annual meeting,~~Special Meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/~~RKDA2021~~RKDA2023SM shortly prior to the scheduled start of the meeting and entering the 16-digit control number ~~included in our Notice of Internet Availability of Proxy Materials,~~found on ~~your~~the proxy card or ~~in the instructions that accompanied your proxy materials.~~voting instruction form.

~~Our~~The Reverse Split Proposal was approved by the Board, at a ratio to be determined by the Board at a later date in its discretion, and requires the affirmative vote of ~~Directors~~holders of a majority of the outstanding shares of our Common Stock and Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), entitled to vote at the virtual Special Meeting on the Reverse Stock Split Proposal, voting together as a single class, to be approved.

The Board has fixed the close of business on ~~April 5, 2021~~December 30, 2022 as the record date for determining the ~~virtual Annual Meeting. Stockholders~~stockholders entitled to notice of, ~~record as of April 5, 2021 may~~and to vote at, the ~~virtual Annual~~Special Meeting or any ~~postponements~~adjournments thereof. Only the stockholders of record of our Common Stock and our Series A Preferred Stock are entitled to receive notice of, and to vote at, the Special Meeting or any adjournments thereof. As a result of the ~~meeting. This notice~~dividend of ~~annual meeting,~~the shares of Series A Preferred Stock distributed on December 29, 2022, each holder of shares of our Common Stock also holds a number of one one-thousandths of a share of our Series A Preferred Stock equal to the whole number of shares of Common Stock held by such holder. Because any one one-thousandths of a share of Series A Preferred Stock that are not present in person via website or by proxy ~~statement,~~at the Special Meeting as of immediately prior to the opening of the polls at the Special Meeting will be automatically redeemed, if you fail to submit a proxy to vote your shares or attend the Special Meeting in order to do so, your shares of Series A Preferred Stock will be redeemed immediately prior to the opening of the polls at the Special Meeting and ~~form of proxy are being made available on or about April 20, 2021.~~will not be entitled to vote at the Special Meeting.

Your vote is important. Whether or not you plan to participate in the meeting, we would like for your shares to be represented. Please vote as soon as possible via the Internet, telephone, or mail.

Whether or not you expect to participate in the virtual ~~Annual~~Special Meeting, please vote via the Internet, by phone, or complete, date, sign and promptly return the accompanying proxy card or voting instruction card in the enclosed postage-paid envelope so that your shares may be represented at the virtual ~~Annual~~Special Meeting.

To Be Held at 1:00 p.m. ~~Pacific~~Central Time on Wednesday, ~~June 2, 2021~~February 15, 2023

This proxy statement and the enclosed form of proxy are furnished in connection with the solicitation of proxies by our Board of Directors (the “Board” or “Board of Directors”) for use at the ~~2021 annual~~special meeting of stockholders of Arcadia Biosciences, Inc., a Delaware corporation, and any postponements, adjournments or continuations thereof (the ~~“virtual~~ virtual “~~Annual~~Special Meeting”). The ~~Annual~~Special Meeting will be held virtually on Wednesday, ~~June 2, 2021~~February 15, 2023 at 1:00 p.m. ~~Pacific~~Central Time.

References in this Proxy Statement to “we,” “us,” “our,” the “Company” or “Arcadia” refer to Arcadia Biosciences, Inc. In addition, unless the context otherwise requires, references to “stockholders” are to the holders of our common stock, par value $0.001 per share (“Common Stock”) and our Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”).

The virtual ~~Annual~~Special Meeting can be accessed via the internet at www.virtualshareholdermeeting.com/~~RKDA2021~~RKDA2023SM where you will be able to listen to the meeting live, submit questions, and vote online.

The Notice of ~~Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access~~Special Meeting, this Proxy Statement and ~~our Annual Report is~~the form of proxy are first being mailed on or about ~~April 20, 2021~~January 6, 2023 to all stockholders entitled to vote at the virtual ~~Annual~~Special Meeting.

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ~~ANNUAL~~SPECIAL MEETING

A: Due to the COVID-19 pandemic, we are sensitive to the public health and travel concerns our stockholders may have and the protocols and travel restrictions that federal, state, and local governments have imposed. We believe hosting our Annual Meeting virtually provides the safest forum, and also helps to reduce costs, expand access, and enable improved communication. Stockholders are able to attend our virtual Annual Meeting, vote, and ask questions online from virtually any location around the world. To participate in our virtual Annual Meeting, visit ~~www.virtualshareholdermeeting.com/RKDA2021~~ ~~with your 16-digit control number included in the Notice, on your proxy card, or in the instructions that accompanied your proxy materials.~~

The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accountants requires the affirmative vote of a majority of shares present at the virtual Annual Meeting or represented by proxy at the virtual Annual Meeting and entitled to vote on such proposal. Abstentions are treated as shares present and entitled to vote for purposes of such proposal and, therefore, will have the same effect as a vote “against” the proposal.

The vote of a majority of the shares represented at the Annual Meeting is required for approval of compensation of our named executive officers. Regarding the frequency for future advisory votes on executive compensation, the frequency that receives the most votes will be considered the preferred frequency of shareholders.

~~A summary of the voting provisions provided a valid quorum is present or represented at the virtual Annual Meeting, for the matters described in “What~~ items will be voted on at the ~~virtual Annual~~Special Meeting?

A:Our Board has unanimously adopted a resolution declaring advisable, and recommending to our stockholders for their approval, an amendment to our amended and restated certificate of incorporation (the “Reverse Stock Split Amendment”) authorizing a reverse stock split of the outstanding shares of our Common Stock at a ratio in the range of 1-for-10 to 1-for-40, with such ratio to be determined by the Board (the “Reverse Stock Split”), and granting the Board the discretion to file a certificate of amendment to our amended and restated certificate of incorporation with the Secreptary of State of the State of Delaware effecting the Reverse Stock Split prior to June 30, 2023 or to abandon the Reverse Stock Split altogether. The primary goal of the Reverse Stock Split is to increase the per share market price of our Common Stock to meet the minimum per share bid price requirements for continued listing on Nasdaq Global Select Market (“Nasdaq”).

The form of the proposed Reverse Stock Split Amendment is attached to this proxy statement as Annex A. The Reverse Stock Split Amendment will effect the Reverse Stock Split by reducing the number of outstanding shares of Common Stock as compared to the number of outstanding shares immediately prior to the effectiveness of the Reverse Stock Split, but will not increase the par value of Common Stock, and will not change the number of authorized shares of our capital stock. Stockholders are urged to carefully read Annex A. If implemented, the number of shares of our Common Stock owned by each of our stockholders will be reduced by the same proportion as the reduction in the total number of shares of our Common Stock outstanding, so that the percentage of our outstanding Common Stock owned by each of our stockholders will remain approximately the same, except to the extent that the Reverse Stock Split could result in some or all of our stockholders receiving one share of Common Stock in lieu of a fractional share.

A:The Special Meeting will be a virtual meeting of stockholders where stockholders will participate by accessing a website using the Internet. There will not be a physical meeting location. We believe that hosting a virtual meeting will facilitate stockholder attendance and participation at the Special Meeting by enabling stockholders to participate remotely from any location around the world. Our virtual meeting will be governed by our Rules of Conduct and Procedures which will be posted at www.proxyvote.com in advance of the meeting and will available during the online meeting at www.virtualshareholdermeeting.com/RDKA2023SM. We have designed the virtual Special Meeting to provide the same rights and opportunities to participate as stockholders have at an in-person meeting, including the right to vote and ask questions through the virtual meeting platform.

A:We will host the Special Meeting live online. The webcast of the Special Meeting will start at 1:00 p.m., Central Time, on February 15, 2023. Online access to the webcast will open fifteen (15) minutes prior to the start of the Special Meeting to allow time for you to log-in and test your device’s audio system. To be admitted to the virtual Special Meeting, you will need to log-in at www.virtualshareholdermeeting.com/RDKA2023SM using the 16-digit control number on the proxy card or voting instruction form.

Beginning fifteen (15) minutes prior to, and during, the Special Meeting, we will have technicians standing by and ready to assist you with any technical difficulties you may have accessing or hearing the virtual meeting. If you encounter any difficulties accessing the virtual meeting or during the virtual meeting, please call the technical support team at the phone number available on www.virtualshareholdermeeting.com/RKDA2023SM.

Q: Who is entitled to vote at the Special Meeting, and how many votes do they have.

A:Stockholders of record, including holders of our Common Stock and holders of our Series A Preferred Stock, at the close of business on December 30, 2022 (the “Record Date”) may vote at the Special Meeting. Notwithstanding the foregoing, holders of outstanding shares of Series A Preferred Stock will only be entitled to vote such shares on the Reverse Stock Split Proposal and the Adjournment Proposal to the extent that such shares have not be automatically redeemed in the Initial Redemption (defined below). There were [●] shares of Common Stock, [●] shares of Series A Preferred Stock, and no shares of any other series of preferred stock, respectively, outstanding on the Record Date. A complete list of registered stockholders entitled to vote at the Special Meeting will be available for inspection at the principal executive offices of the Company during regular business hours for the 10 calendar days prior to the Special Meeting. The list will also be available online during the Special Meeting.

Pursuant to the rights of our stockholders contained in our charter documents, each share of our Common Stock is entitled to one vote on all matters listed in this proxy statement. As previously announced on December 7, 2022, the Board declared a dividend of one one-thousandth (1/1,000th) of a share of Series A Preferred Stock for each outstanding share of Common Stock to stockholders of record of Common Stock as of 5:00 p.m. Eastern Time on December 28, 2022. The holders of Series A Preferred Stock have 1,000,000 votes per whole share of Series A Preferred Stock (i.e., 1,000 votes per one one-thousandth of a share of Series A Preferred Stock) and are entitled to vote with the Common Stock, together as a single class, on the Reverse Stock Split Proposal and Adjournment Proposal, but are not otherwise entitled to vote on the other proposals, if any, to be presented at the Special Meeting. Notwithstanding the foregoing, each share of Series A Preferred Stock redeemed pursuant to the Initial Redemption will have no voting power with respect to the Reverse Stock Split, the Adjournment Proposal or any other matter. Unless otherwise provided on any applicable proxy or ballot with respect to the voting on the Reverse Stock Split or the Adjournment Proposal, when a holder of Common Stock submits a vote on the Reverse Stock Split Proposal and the Adjournment Proposal, the corresponding number of shares of Series A Preferred Stock (or fraction thereof) held by such holder will be automatically cast in the same manner as the vote of the share of Common Stock (or fraction thereof) in respect of which such share of Series A Preferred Stock (or fraction thereof) was issued as a dividend is cast on the Reverse Stock Split, the Adjournment Proposal or such other matter, as applicable, and the proxy or ballot with respect to shares of Common Stock held by any holder on whose behalf such proxy or ballot is submitted will be deemed to include all shares of Series A Preferred Stock (or fraction thereof) held by such holder. Holders of Series A Preferred Stock will not receive a

4separate ballot or proxy to cast votes with respect to the Series A Preferred Stock on the Reverse Stock Split, the Adjournment Proposal or any other matter brought before the Special Meeting. For example, if a stockholder holds 10 shares of Common Stock (entitled to one vote per share) and votes in favor of the Reverse Stock Split Proposal, then 10,010 votes will be recorded in favor of the Reverse Stock Split Proposal, because the stockholder’s shares of Series A Preferred Stock will automatically be voted in favor of the Reverse Stock Split Proposal alongside such stockholder’s shares of Common Stock, unless otherwise provided on any applicable proxy for ballot with respect to voting on such proposals.

All shares of Series A Preferred Stock that are not present in person via website or by proxy at the Special Meeting as of immediately prior to the opening of the polls at the Special Meeting will be automatically redeemed (the “Initial Redemption”). Any outstanding shares of Series A Preferred Stock that have not been redeemed pursuant to the Initial Redemption will be redeemed in whole, but not in part, (i) if and when ordered by our Board or (ii) automatically upon the approval by the Company’s stockholders of the Reverse Stock Split at any meeting of the stockholders held for the purpose of voting on such proposal.

The affirmative vote of holders of a majority of the outstanding shares of our Common Stock and Series A Preferred Stock entitled to vote at the Special Meeting on the Reverse Stock Split Proposal, voting together as a single class, is required for approval of the Reverse Stock Split Proposal.

Please refer to the discussion above under “Who is entitled to vote at the Special Meeting, and how many votes do they have?” for a description of the Series A Preferred Stock, which is entitled to be voted together with the Common Stock as a single class on the Reverse Stock Split Proposal and the Adjournment Proposal. Shares of Series A Preferred Stock that are not present in person via website or by proxy as of immediately prior to the opening of the polls will be automatically redeemed in the Initial Redemption and, therefore, will not be outstanding or entitled to vote on either the Reverse Stock Split Proposal or the Adjournment Proposal and will be excluded from the calculation as to whether such proposals pass at the Special Meeting. Due to the voting power of the shares of Series A Preferred Stock that are not redeemed pursuant to the Initial Redemption on the Reverse Stock Split Proposal and the Adjournment Proposal, the holders of Common Stock that submit a proxy to vote their shares at the Special Meeting or attend the Special Meeting will effectively have enhanced voting power on the two proposals over holders of Common Stock that are not represented in person via website or by proxy at the Special Meeting. This means that the Reverse Stock Split Proposal and the Adjournment Proposal could each be approved by the affirmative vote of the holders of less than a majority of the outstanding shares of our Common Stock.

The principal terms of the Reverse Stock Split Amendment have been approved by the Board. Because the vote is based on the total number of shares outstanding rather than the votes cast at the Special Meeting, your failure to vote or marking “ABSTAIN” on your proxy or ballot with respect to the Reverse Stock Split Proposal has the same effect as a vote against this proposal. We expect that the directors and executive officers will vote all their shares in favor of the Reverse Stock Split Proposal.

The affirmative vote of the holders of shares of our Common Stock and Series A Preferred Stock, voting as a single class, representing a majority in voting power of the votes cast by holders of all of the shares of Common Stock and Series A Preferred Stock present or represented at the Special Meeting and voting on the Adjournment Proposal is required for approval of the Adjournment Proposal.

Q: How many shares must be represented to have a quorum and hold the virtual Special Meeting?

A:The holders of both (i) one third of the voting power of the shares of the capital stock of the Company issued and outstanding and entitled to vote at the Special Meeting and (i) at least one-third of our Common Stock issued and outstanding and entitled to vote at the Special Meeting, present in person, present by means of remote communication, or represented by proxy, constitutes a quorum for the transaction of business at the Special

Meeting. For purposes of determining whether a quorum exists, we count as present any shares that are voted over the Internet, by telephone, by completing and submitting a proxy card by mail or that are represented virtually at the meeting. Further, for purposes of establishing a quorum, we will count as present shares that a stockholder holds even if the stockholder votes to abstain or only votes on one of the proposals. In addition, we will count as present shares held in “street name” by banks, brokers or other nominees who indicate on their proxies that they do not have authority to vote those shares. If a quorum is not present, we expect to adjourn the Special Meeting until we obtain a quorum.

Please note that the Internet and telephone voting facilities will close at 11:59 p.m. Eastern Time (8:59 p.m. Pacific Time) on ~~June 1, 2021.~~February 14, 2023.

A:If you are a beneficial owner of shares held in street name, you should have received from your broker, bank, trustee or other nominee instructions on how to vote or instruct the broker to vote your shares, which are generally contained in a “vote instruction form” sent by the broker, bank, trustee or other nominee. Please follow their instructions carefully. Street name stockholders generally may vote by one of the following methods:

Beneficial Owner of Shares Held in Street Name. If your shares are held in an account at a brokerage firm, bank, broker-dealer, or other similar organization, then you are the “beneficial owner” of shares held in “street name,” and the Notice or these proxy materials were forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the virtual ~~Annual~~Special Meeting. As a beneficial owner, you have the right to instruct that organization on how to vote the shares held in your account.

For shares you hold beneficially in street name, you generally may change your vote by submitting new voting instructions to your broker, bank, trustee, or nominee following the instructions they provided, or, if you have obtained a legal proxy from your broker, bank, trustee, or nominee giving you the right to vote your shares, by attending the virtual ~~Annual~~Special Meeting and voting via the internet.

Q: How are abstentions and broker non-votes treated for purposes of the Special Meeting?

A: Abstentions are included in the determination of the number of shares present at the Special Meeting for determining a quorum at the meeting. An abstention is not an “affirmative vote” but an abstaining stockholder is considered “entitled to vote” at the Special Meeting. Accordingly, an abstention will have the effect of a vote against Proposal 1. An abstention will have no effect on Proposal 2 because an abstention does not count as a vote cast.

Broker non-votes will be included in the determination of the number of shares present at the Special Meeting for determining a quorum at the meeting. Because your broker will have discretionary voting authority with respect to Proposals 1 and 2, a broker non-vote would only arise in the event that your broker does not receive your voting instructions and chooses not to exercise its discretionary voting authority with respect to such matter. Broker non-votes, to the extent applicable, will have the effect of a vote against Proposal 1 because brokers will have discretionary voting authority with respect to Proposal 1 and a broker non-vote is not an “affirmative vote”.

Broker non-votes, to the extent applicable, will not have an effect on Proposal 2 because a broker non-vote does not count as a vote cast for this proposal.

If your shares are held in the name of a bank, broker or other nominee, you should check with your bank, broker or other nominee and follow the voting instructions provided. Attendance at the Special Meeting alone will not revoke your proxy.

A: No. ~~This year’s annual meeting~~The Special Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to listen to the ~~annual meeting,~~Special Meeting, submit your questions, and vote during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/~~RKDA2021~~RKDA2023SM and entering the 16-digit control number ~~included in our Notice of Internet Availability of Proxy Materials,~~found on ~~your~~the proxy card, voting instruction form or ~~in the instructions that accompanied your~~notice of availability of proxy materials.

Brokers with account holders who are Arcadia stockholders may be householding our proxy materials. A single set of proxy materials may be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will

be householding communications to your address, householding will continue until you are notified otherwise or until you notify your broker or Arcadia that you no longer wish to participate in householding.

If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement and annual report, you may (1) notify your broker, (2) direct your written request to: Investor Relations, Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618 or (3) contact our Investor Relations department by email at ir@arcadiabio.com or by telephone at (530) 750-7191. Stockholders who receive multiple copies of the proxy statement or annual report at their address and would like to request householding of their communications should contact their broker. In addition, we will promptly deliver, upon written or oral request to the address or telephone number above, a separate copy of the ~~Annual Report~~annual report and ~~Proxy Statement~~proxy statement to a stockholder at a shared address to which a single copy of the documents was delivered.

Our bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our bylaws provide that the only business that may be conducted at an annual meeting is business that is (1) pursuant to our proxy materials with respect to such meeting, (2) by or at the direction of our Board of Directors, or (3) by a stockholder (i) who is a stockholder of record at the time the stockholder provides proper written notice of the proposal which the stockholder seeks to present at our annual meeting and (ii) who has timely complied in proper written form with the notice procedures set forth in our bylaws. In addition, for business to be properly brought before an annual meeting by a stockholder, such business must be a proper matter for stockholder action pursuant to our bylaws and applicable law. To be timely for our ~~2022~~2023 Annual Meeting of Stockholders, the Corporate Secretary must receive the written notice at our principal executive offices:

If we hold our ~~2022~~2023 Annual Meeting of Stockholders more than 30 days before or after June ~~2, 2022~~1, 2023 (the one-year anniversary date of the ~~2021~~2022 Annual Meeting of Stockholders), then notice of a stockholder proposal that is not intended to be included in our proxy statement must be received by the Corporate Secretary at our principal executive offices not later than the close of business on the later of:

If a stockholder who has notified us of his, her, or its intention to present a proposal at an annual meeting does not appear to present his, her, or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.

To be in proper written form, a stockholder’s notice to the Corporate Secretary shall set forth:

(A) As to each matter of business the stockholder intends to bring before the annual meeting, a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend our bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made;

Nomination of Director Candidates: A stockholder that wants to recommend a candidate for election to the Board should direct the recommendation in writing by letter to the Company, attention of the Corporate Secretary, at 202 Cousteau Place, Suite 105, Davis, CA 95618. The recommendation must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a signed letter from the candidate confirming willingness to serve, information regarding any relationships between the candidate and the Company, and evidence of the recommending stockholder’s ownership of Company stock. Such recommendations must also include a statement from the recommending stockholder in support of the candidate, particularly within the context of the criteria for Board membership.

In addition, our bylaws permit eligible stockholders to nominate directors for election at an annual meeting of stockholders. To be eligible, a stockholder must be a stockholder of record at the time the stockholder provides proper written notice of the proposed nomination. Nominations by eligible stockholders must also be in proper written form in compliance with our bylaws as summarized below. In addition, the stockholder must give timely notice to our Corporate Secretary in accordance with our bylaws, which, in general, require that the notice be received by our Corporate Secretary within the time periods described above under “Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement.

To be in proper written form, a stockholder’s notice to the Corporate Secretary shall set forth:

~~Availability of Bylaws: A copy of our bylaws is available~~ in the ~~Investors section~~proxy statement as a nominee and to serving as a director if elected.

Our amended and restated certificate of incorporation currently authorizes the ~~Corporate Secretary at~~Company to issue a total of 170,000,000 shares of capital stock, consisting of 150,000,000 shares of Common Stock, par value $0.001 per share, and 20,000,000 shares of preferred stock, par value $0.001 per share.

On December 7, 2022, subject to stockholder approval, the address given above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates. The bylaws, and not the foregoing summary, together with applicable law, control stockholder actions and nominations relatingBoard approved an amendment to our ~~annual meetings.~~

~~Each executive officer serves~~ at the discretion of ~~our~~the Board, effect the Reverse Stock Split of the Common Stock at a ratio of 1-for-10 to 1-for-40, with the exact ratio within such range to be determined by the Board of ~~Directors and holds office until his or her successor~~the Company at its discretion. The primary goal of the Reverse Stock Split is ~~duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any~~to increase the per share market price of our ~~directors or executive officers.~~Common Stock to meet the minimum per share bid price requirements for continued listing on Nasdaq. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split is not intended as, and will not have the effect of, a “going private transaction” covered by Rule 13e-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reverse Stock Split is not intended to modify the rights of existing stockholders in any material respect.

If the Reverse Stock Split Proposal is approved by our stockholders and the Reverse Stock Split is effected, up to every 40 shares of our outstanding Common Stock would be combined and reclassified into one share of Common Stock. The actual timing for ~~Director~~

~~Lilian Shackelford Murray~~ ~~joined our~~implementation of the Reverse Stock Split would be determined by the Board ~~of Directors in June 2018, and had previously~~ ~~served~~based upon its evaluation as ~~a Board observer~~to when such action would be most advantageous to the Company ~~from March 2007 until May 2015. Ms. Murray is the founder and manager of Dovedale Investments, LLC, a money management firm investing in emerging market exchange traded funds formed in 2010.~~ ~~In addition, Ms. Murray is a Healthcare Partner for Ponte Partners, a secondary investment management firm.~~ From 2002 to 2018, Ms. Murray served as a managing member of multiple investment management funds with Saints Capital. Ms. Murray was previously a managing director and senior healthcare banker at Prudential Volpe Technology Group and its ~~predecessor, Volpe, Brown Whelan. Prior to Volpe, Ms. Murray was a managing director and co-head~~stockholders. Notwithstanding approval of healthcare investment banking for Wheat First Securities and a Senior Vice President at Dean Witter Reynolds. Ms. Murray’s prior board experience includes service as a director of eMedicine.com, Inc., which was sold to WebMD, LLC in 2006; Extended Care Information Network, Inc. which was sold to Allscripts Healthcare Solutions, Inc. in 2008; and LifeMasters Supported SelfCare, Inc. Ms. Murray received an MBA from Harvard Business School and a BS from the ~~University of Virginia. Ms. Murray’s qualifications to serve on~~Reverse Stock Split Proposal by our stockholders, the Board ~~include over 35 years~~will have the sole authority to elect whether or not and when to amend our amended and restated certificate of ~~financial and management experience as a financial advisor, investment banker and managing director of investment funds, as well as her familiarity with~~incorporation to effect the ~~company’s business, operations and board functions from her previous service as a board observer.~~

~~Amy Yoder~~ ~~joined~~Reverse Stock Split. If the Reverse Stock Split Proposal is approved by our stockholders, the Board ~~in June 2017. Since June 2015, she has served~~will make a determination as ~~President and CEO of Anuvia Plant Nutrients, a company that creates enhanced plant nutrition products from recycled organic waste sources. From 2012~~ to ~~2015, Ms. Yoder was~~whether effecting the President and CEO of Arysta Life Science, a publicly-held agricultural solutions company. Ms. Yoder has also held a variety of senior sales, marketing and executive positions with companies throughout the agricultural and related industries, including Spectrum Brands, BioLab and United Agri Products. Ms. Yoder received a bachelor’s degree in agricultural technology and systems management from Michigan State University, with an emphasis in crop and soil science. She has served on boards of various agricultural associations and universities and currently serves as a director for Compass Minerals International. We believe Ms. YoderReverse Stock Split is ~~qualified to serve on our Board of Directors due to her extensive experience across various agriculture sectors, deep knowledge of the capital markets and public board governance expertise.~~

~~Kevin Comcowich~~ has served as a director of our Company since November 2016. Before retiring in 2014, he was a founder and portfolio manager of HTX Energy Fund, a hedge fund, in Houston, Texas since 2012. He was previously the President and Chief Investment Officer (CIO) of Sound Energy Partners and served as Chief Information Officer and research analyst for Southport Energy Plus Partners Fund. Mr. Comcowich received his MBA from the University of Indiana and earned his bachelor’s degree from the College of the Holy Cross. We believe Mr. Comcowich is qualified to serve on our Board of Directors due to his extensive experience in financial leadership, business strategy, investment management and global capital market strategies.

~~Albert D. Bolles, Ph.D.~~ ~~joined our Board of Directors in May 2019. Since June 2019, he has served as the Chief Executive Officer of Landec Corporation, a publicly held company that designs, develops, manufactures, and sells differentiated products for food and biomaterials markets~~. Prior to Landec, Dr. Bolles served as the Executive Vice President, Chief Technology and Operations Officer of ConAgra Foods, a leading consumer products food company, where he directed the development and execution of multiple product innovations since joining the company in 2006. Prior to ConAgra, Dr. Bolles was the Vice President of worldwide research and development for PepsiCo Beverages and Foods and the research and development director for Gerber Foods. Dr. Bolles has experience partnering with the Food and Drug Administration and U.S Department of Agriculture and was instrumental in the ~~passage of the Food Safety Modernization Act of 2010. He is a graduate of Michigan State~~

University, where he earned Ph.D. and M.S. degrees in food science and a bachelor’s degree in microbiology. Dr. Bolles holds several patents and has won numerous awards for his contributions to food science, the industry and academics. He currently serves as a director of SunOpta, and served as a director of Landec from January 2019 to May 2019, both of which are publicly traded companies. We believe Dr. Bolles is qualified to serve on our Board of Directors because of his more than 30 years of experience in the consumer food industry and his expertise in global product innovation, corporate strategy and supply chain management, as well as his familiarity with corporate governance issues from serving on the Boards of other public companies.

~~Deborah Carosella~~ joined our Board of Directors in February 2021. Ms. Carosella has over 30 years of experience in the consumer products goods industry, with both large corporations and smaller, entrepreneurial, high growth companies. Ms. Carosella has extensive experience in the natural and organic foods industry, and particular expertise in general management, strategic marketing, branding, and new product development/innovation. Most recently she has served as a strategic consultant for various natural and organic food companies. Previously, Ms. Carosella was CEO of Madhava Natural Sweeteners, a Boulder, Colorado-based natural and organic sweetener company until December 2016. Prior to Madhava, Ms. Carosella was Senior Vice President of Innovation and a member of the Executive Leadership Team at WhiteWave/Dean Foods. She joined WhiteWave/Dean Foods from ConAgra Foods, Inc. where she held various roles including Vice President, General Manager and Vice President, Strategic Marketing and Innovation and Executive Vice President New Platforms while serving on the Executive Leadership Team with business unit- specific and enterprise-wide responsibilities. Ms. Carosella began her career in the advertising, branding and innovation agency business, serving as President of her own agency after working for several years with large, multi-national agencies. We believe Ms. Carosella is qualified to serve on our Board of Directors because of her more than 30 years of experience in consumer products and specifically in the areas of strategic marketing, branding and new product innovation.

~~Gregory D. Waller~~ ~~has served as a director~~best interests of the Company ~~since June 2017. He has also served as a board member~~and our stockholders in light of, ~~CHF Solutions since August 2011, a publicly traded company. From October 2011~~among other things, the Company’s ability to October 2015, Mr. Waller was Chief Financial Officer of Ulthera Corporation, a privately-held company providing ultrasound technology for aesthetic and medical applications, which was sold to Merz North America in July 2014. From March 2006 until April 2011, Mr. Waller was Chief Financial Officer of Universal Building Products, a manufacturer of concrete construction accessories. Mr. Waller served as Vice President-Finance, Chief Financial Officer and Treasurer of Sybron Dental Specialties, Inc., a manufacturer and marketer of consumable dental products, from August 1993 until his retirement in May 2005 and was formerlyincrease the Vice President and Treasurer of Kerr, Ormco Corporation, and Metrex. Mr. Waller’s prior board experience includes service as a director for the following publicly-traded companies: Endologix Corporation, from November 2003 to October 2020; Cardiogenesis Corporation, from April 2007 until its acquisition by Cryolife in 2011; Clarient, Inc., from December 2006 until its acquisition by General Electric Company in December 2010; Biolase Technology, Inc., from October 2009 to August 2010; SenoRx, Inc., from May 2006 until its acquisition by C.R. Bard, Inc. in July 2010; and Alsius Corporation, from June 2007 until its acquisition by Zoll Medical Corporation in September 2009. Mr. Waller has a Master of Business Administration with a concentration in accounting from California State University, Fullerton. We believe Mr. Waller is qualified to serve as a membertrading price of our ~~Board~~Common Stock to meet the minimum stock price standards of ~~Directors because~~Nasdaq without effecting the Reverse Stock Split, the per share price of ~~his 45 years of financial and management experience, as well as his familiarity with public company board functions from his service on~~ the ~~Boards of other public companies.~~

~~Our business and affairs are managed under the direction of our Board of Directors. The number of directors is fixed by our Board of Directors, subject~~Common Stock immediately prior to the ~~terms of our Certificate of Incorporation~~Reverse Stock Split and ~~bylaws. Our Board of Directors currently consists of seven directors, six of whom qualify as “independent” under~~ the ~~listing standards of The Nasdaq Stock Market.~~

~~Our bylaws permit our Board of Directors to establish by resolution the authorized number of directors, and as of April 5, 2021, seven directors are currently authorized.~~

In accordance with our Certificate of Incorporation and our bylaws, our Board of Directors is divided into three classes with staggered three-year terms. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Our directors are divided among the three classes as follows:

The division of our Board of Directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change of control. Under Delaware law, our directors may be removed for cause by the affirmative voteexpected stability of the ~~holders~~per share price of ~~a majority of our outstanding voting stock. Directors may not be removed by our stockholders without cause.~~

~~In 2020,~~the Common Stock following the Reverse Stock Split. If the Board of Directors held 16 meetings and each director attended at least 75% of the aggregate of (i) the total number of meetings of the Board of Directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of the Board of Directors on which he or she served during the periodsdetermines that he or she served. Although, we have no formal policy regarding director attendance at annual meetings, we encourage all directors to attend. All of the directors attended last year’s annual meeting of stockholders.

Stockholders and other interested parties may communicate with the non-management members of the Board of Directors by mail sent to the Company’s Corporate Secretary in Davis, CA, addressed to the intended recipient and care of the Corporate Secretary. The Corporate Secretary will review all incoming stockholder communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and route such communications as appropriate to member(s) of the Board of Directors. For a more detailed description of stockholder communications, see “Communications with Our Board of Directors.”

Our Board of Directors has undertaken a review of its composition, the composition of its committees, and the independence of each director, and has considered whether any director has a material relationship with the Company that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based on information provided by each director concerning his or her background, employment, and affiliations, including family relationships, our Board of Directors has determined that Dr. Bolles, Mses. Shackelford Murray, Yoder and Carosella, and Messrs. Comcowich and Waller do not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that each of these directorsit is “independent” as that term is defined under the applicable rules and regulations of the SEC, and the listing standards of The Nasdaq Stock Market (the “Applicable Rules ”). The Board determined that Mr. Plavan is not independent under the Applicable Rules. In making these determinations, our Board of Directors considered the current and prior relationships that each director has with our Company and all other facts and circumstances our Board of Directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each director or affiliated entities, and the transactions involving them described in the section titled “Certain Relationships and Related Party Transactions.”

~~The Board of Directors also has determined that each director other than Matthew T. Plavan is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act.~~

Our Board of Directors currently has an audit committee, a compensation committee, and a nominating and governance committee. The composition and responsibilities of each of the committees of our Board of Directors are described below. Members serve on these committees until their resignation or until otherwise determined by our Board of Directors.

Our audit committee is currently comprised of Mr. Waller and Mses. Shackelford Murray and Yoder, with Mr. Waller serving as audit committee chair. Our Board of Directors has determined that each of the members of our audit committee satisfies the requirements for independence and financial literacy under the current listing standards of The Nasdaq Stock Market and SEC rules and regulations, including Rule 10A-3. Our Board of Directors also has determined that Ms. Shackelford Murry and Mr. Waller are audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, or the Securities Act. Our audit committee held four meetings in 2020. The responsibilities of our audit committee include, among other things:

In accordance with and pursuant to Section 10A(i)(3) of the Exchange Act, our Board of Directors has delegated to Mr. Waller the authority to pre-approve any auditing and permissible non-auditing services to be performed by our registered independent public accounting firm, provided that all such decisions to pre-approve an activity are presented to the full audit committee at its first meeting following any such decision.

Our audit committee was established in accordance with and operates under a written charter that satisfies the applicable rules of the SEC and the listing standards of The Nasdaq Stock Market. A copy of the charter of our audit committee is available in the Investors section of our website at ~~http://ir.arcadiabio.com~~ ~~under “Corporate Governance.”~~

Our compensation committee is currently comprised of Ms. Shackelford Murray and Messrs. Waller and Comcowich and Dr. Bolles, with Ms. Shackelford Murray serving as compensation committee chair. Each member of our compensation committee meets the requirements for independence for compensation committee members under current Nasdaq Stock Market and SEC rules and regulations. Each member of our compensation committee is also a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. The purpose of our compensation committee is to discharge the responsibilities of our Board of Directors relating to compensation of our executive officers.

~~In 2020, our compensation committee held five meetings. The responsibilities of our compensation committee include, among other things:~~

Our compensation committee has, as it has determined necessary, has engaged independent compensation consulting firms, to provide data and recommendations that the compensation committee has used in setting executive and non-employee director compensation.

Our compensation committee was established in accordance with, and operates under, a written charter that satisfies the applicable rules of the SEC and the listing standards of The Nasdaq Stock Market. A copy of the charter of our compensation committee is available in the Investors section of our website at ~~http://ir.arcadiabio.com~~ ~~under “Corporate Governance.”~~

Our nominating and governance committee is currently comprised of Mses. Yoder and Carosella and Mr. Comcowich, each of whom is a non-employee member of our Board of Directors, with Ms. Yoder serving as nominating and governance committee chair. Each member of our nominating and governance committee meets the requirements for independence for compensation committee members under current Nasdaq Stock Market and SEC rules and regulations.

~~In 2020, our nominating and governance committee held four meetings. The responsibilities of our nominating and governance committee include, among other things:~~

Our nominating and governance committee operates under a written charter that satisfies the applicable listing requirements and rules of The Nasdaq Stock Market. A copy of the charter of our nominating and governance committee is available in the Investors section of our website at ~~http://ir.arcadiabio.com~~ ~~under “Corporate Governance.”~~

~~The members of each of these committees as of April 5, 2021 are identified below.~~

Our nominating and governance committee uses a variety of methods for identifying and evaluating director nominees. In its evaluation of director candidates, our nominating and governance committee will consider the current size and composition of our Board of Directors and the needs of our Board of Directors and the respective committees of our Board of Directors. Some of the qualifications that our nominating and governance committee considers include, without limitation: issues of character, integrity, and judgment; independence; diversity, including diversity of experience; experience in corporate management, operations, finance, business development, and mergers and acquisitions; experience relevant to the Company’s industry; experience as a board member or executive officer of another publicly held company; length of service; and any other relevant qualifications, attributes, or skills. Nominees also must have the ability to offer advice and guidance to our Chief Executive Officer based on past experience in positions with a high degree of responsibility and should be leaders in the companies or institutions with which they are affiliated. Director candidates must have sufficient time available in the judgment of our nominating and governance committee to perform all Board of Directors responsibilities and responsibilities of those committees on which they serve.

Members of our Board of Directors are expected to prepare for, attend, and participate in all Board of Directors and applicable committee meetings. Other than the foregoing, there are no stated minimum criteria for director nominees, although our nominating and governance committee may also consider such other factors as it may deem, from time to time, are in the best interests of the Company and its ~~stockholders.~~stockholders to effect the Reverse Stock Split, it will hold a Board meeting to determine the ratio of the Reverse Stock Split. For additional information concerning the factors the Board will consider in deciding whether to effect the Reverse Stock Split, see “— Determination of the Reverse Stock Split Ratio” and “— Board Discretion to Effect the Reverse Stock Split.”

The ~~policy~~text of ~~our nominating~~the proposed amendment to the Company’s amended and ~~governance committee~~restated certificate of incorporation to effect the Reverse Stock Split is included as Annex Ato ~~consider properly submitted stockholder recommendations for candidates for membership on~~this proxy statement. If the ~~Board. In evaluating~~Reverse Stock Split Proposal is approved by the Company’s stockholders, the Company will have the authority to file the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware, which will become effective upon its filing; provided, however, that the Reverse Stock Split Amendment is subject to revision to include such ~~recommendations,~~changes as may be required by the ~~nominating~~office of the Secretary of State of the State of Delaware and ~~governance committee will address~~as the ~~membership criteria set forth above.~~

~~Although our~~ Board ~~of Directors does not maintain a specific policy with respect to board diversity, our Board of Directors believes that it should be a diverse body,~~deems necessary and our nominating and governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and governance committee may take into account the benefits of diverse viewpoints. Our nominating and governance committee also considers these and other factors as it oversees the annual Board of Directors and committee evaluations. After completing its review and evaluation of director candidates, our nominating and governance committee recommends to our full Board of Directors the director nominees for selection.

We have adopted a Code of Business Conduct and Ethics that is applicable to all of our employees, officers, and directors, including our Chief Executive Officer, Chief Financial Officer, Chief Commercial Officer, Chief Technology Officer and other executive and senior financial officers. A copy of our Code of Business Conduct and Ethics is available in the Investors section of our website at ~~http://ir.arcadiabio.com~~ ~~under “Corporate Governance.”~~

~~Mr. Comcowich currently serves as Chair of our Board and Mr. Plavan serves as President and Chief Executive Officer, as well as a member of our Board.~~advisable. The Board has ~~not adopted a specific policy on whether~~determined that the ~~same person should serve as both~~amendment is advisable and in the ~~Chief Executive Officer and Chair~~best interests of the ~~Board or, if~~Company and its stockholders and has submitted the ~~roles are separate, whether~~amendment for consideration by our stockholders at the chair should be selected from the non-employee directors or should be an employee. The Board believes it is appropriate to retain the discretion and flexibility to make these determinations from time to time as needed toSpecial Meeting.

~~provide appropriate leadership~~Reasons for the ~~Company. At~~Reverse Stock Split Amendment

On the date of the mailing of this ~~time,~~proxy statement, our Common Stock was listed on the Nasdaq Capital Market under the symbol “RKDA.” The continued listing requirements of Nasdaq, among other things, require that our Common Stock must maintain a closing bid price in excess of $1.00 per share. We have in the past, and may in the future, be unable to comply with certain of the listing standards that we are required to meet to maintain the listing of our Common Stock on Nasdaq.

On September 27, 2022, we received a deficiency letter from Nasdaq notifying us that, for 30 consecutive business days, the bid price of our Common Stock had closed below the $1.00 per share minimum bid price requirement for

continued inclusion on Nasdaq pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”). We were provided a period of 180 calendar days, or until March 27, 2023, to regain compliance with the Bid Price Requirement.

If our Common Stock is delisted from Nasdaq, the Board believes that ~~it has achieved~~ the ~~best Board leadership structure~~trading market for our Common Stock could become significantly less liquid, which could reduce the ~~Company by separating~~trading price of our Common Stock and increase the ~~roles~~transaction costs of ~~Chair and Chief Executive Officer.~~

~~Mr. Comcowich, as Chair, presides at all meetings~~trading in shares of the Board, including executive sessions of the Board and the independent directors, facilitates discussions among independent directors on key issues and concerns outside of Board meetings, serves as a liaison between the Chief Executive Officer and the other directors, reviews information to be sent to the Board, collaborates with the Chief Executive Officer and other members of Company management to set meeting agendas and Board information, assists the chairs of the committees of the Board as requested, and performs such other functions and responsibilities as requested by the Board or the independent directors from time to time. In performing the duties described above, the Chair is expected to consult with, and does consult with, the chairs of the appropriate Board committees.

~~In addition to the responsibilities performed by~~ our audit committee, the Board of Directors plays an active role in overseeing management of the Company’s risks. The Board of Directors focuses on the most significant operational risks facing our Company related to our business, assets, and liabilities, as well as our key financial risks, such as credit risk, interest rate risk, liquidity risk, and other market-related risk. Our Board seeks to ensure that risks undertaken by the Company are consistent with an overall risk profile that is appropriate for the Company and the achievement of its business objectives and strategies. The Board of Directors recognizes that risk management and oversight comprise a dynamic and continuous process and therefore reviews the Company’s risk model and process periodically. The Board of Directors performs these tasks both in collaboration with and independently of the audit committee and Company management.

The following table summarizes compensation paid to our non-employee directors during the year ended December 31, 2020. Directors who are also our employees receive no additional compensation for their service as a director. During the year ended December 31, 2020, Mr. Plavan, our current President and Chief Executive Officer, was an employee. Compensation for Mr. Plavan is discussed in “Executive Compensation.”Common Stock.

~~The following table lists all outstanding equity awards held by our non-employee directors as of December 31, 2020.~~

~~Each non-employee director receives an annual cash retainer of $30,000 for serving on our Board of Directors. The retainer~~If the Reverse Stock Split Amendment is ~~payable~~effected, it would cause a decrease in arrears in equal quarterly installments, subject to such director’s continued service on the last day of the preceding quarter and prorated as necessary to reflect service commencement or termination during the quarter. In addition, each non-employee director shall receive the following amount for each regular meeting of the Board attended: (i) $2,500 if attendance is in person or (ii) $500 if attendance is through remote means (e.g., attending by telephone); provided, however, that the total ~~meeting fees may not exceed $10,000 per calendar year.~~

The chair and non-chair members of the Board’s three standing committees are entitled to the following additional annual cash fees (payable quarterly in arrears and prorated for partial service in a quarter):

~~The chair of the Board is entitled to an additional $40,000 annual cash fee (payable quarterly in arrears and prorated for partial service in a quarter).~~

~~Upon joining the Board, each newly elected non-employee director (excluding an employee director who ceases to be an employee, but who remains a director) receives an initial option to purchase a~~ number of shares of our ~~common~~Common Stock outstanding and increase the market price of our Common Stock. The Board intends to effect the Reverse Stock Split only if it believes that a decrease in the number of shares outstanding is in the best interests of the Company and our stockholders and is likely to improve the trading price of our Common Stock and improve the likelihood that we will be allowed to maintain our listing on Nasdaq. Accordingly, our Board approved the Reverse Stock Split as being in the best interests of the Company.

The Reverse Stock Split May Not Increase the Price of our Common Stock over the Long-Term. As noted above, the principal purpose of the Reverse Stock Split is to increase the trading price of our Common Stock to meet the minimum stock ~~equal~~price standards of Nasdaq. However, the effect of the Reverse Stock Split on the market price of our Common Stock cannot be predicted with any certainty, and we cannot assure you that the Reverse Stock Split will accomplish this objective for any meaningful period of time, or at all. While we expect that the reduction in the number of outstanding shares of Common Stock will proportionally increase the market price of our Common Stock, we cannot assure you that the Reverse Stock Split will increase the market price of our Common Stock by a multiple of the Reverse Stock Split ratio, or result in any permanent or sustained increase in the market price of our Common Stock. The market price of our Common Stock may be affected by other factors which may be unrelated to ~~(x) $60,000 divided~~the number of shares outstanding, including the Company’s business and financial performance, general market conditions, and prospects for future success.

The Reverse Stock Split May Decrease the Liquidity of our Common Stock. The Board believes that the Reverse Stock Split may result in an increase in the market price of our Common Stock, which could lead to increased interest in our Common Stock and possibly promote greater liquidity for our stockholders. However, the Reverse Stock Split will also reduce the total number of outstanding shares of Common Stock, which may lead to reduced trading and a smaller number of market makers for our Common Stock, particularly if the price per share of our Common Stock does not increase as a result of the Reverse Stock Split.

The Reverse Stock Split May Result in Some Stockholders Owning “Odd Lots” That May Be More Difficult to Sell or Require Greater Transaction Costs per Share to Sell. If the Reverse Stock Split is implemented, it will increase the number of stockholders who own “odd lots” of less than 100 shares of Common Stock. A purchase or sale of less than 100 shares of Common Stock (an “odd lot” transaction) may result in incrementally higher trading costs through certain brokers, particularly “full service” brokers. Therefore, those stockholders who own fewer than 100 shares of Common Stock following the Reverse Stock Split may be required to pay higher transaction costs if they sell their Common Stock.

The Reverse Stock Split May Lead to a Decrease in our Overall Market Capitalization. The Reverse Stock Split may be viewed negatively by ~~(y)~~ the ~~Black-Scholes~~market and, consequently, could lead to a decrease in our overall market capitalization. If the per share market price of our Common Stock does not increase in proportion to the Reverse Stock Split ratio, or following such increase does not maintain or exceed such price, then the value of our Company, as measured by our market capitalization, will be reduced. Additionally, any reduction in our market capitalization may be magnified as a result of the smaller number of total shares of Common Stock outstanding following the Reverse Stock Split.

If the Reverse Stock Split Proposal is not approved by our stockholders, our Board will not have the authority to effect the Reverse Stock Split Amendment to, among other things, facilitate the continued listing of our Common Stock on Nasdaq by increasing the per share trading price of our Common Stock to help ensure a share price high

enough to satisfy the $1.00 per share minimum bid price requirement. Any inability of our Board to effect the Reverse Stock Split could expose us to delisting from Nasdaq.

The Board believes that stockholder approval of a range of potential Reverse Stock Split ratios is in the best interests of our Company and stockholders because it is not possible to predict market conditions at the time the Reverse Stock Split would be implemented. We believe that a range of Reverse Stock Split ratios provides us with the most flexibility to achieve the desired results of the Reverse Stock Split. The Reverse Stock Split ratio to be selected by our Board will be not more than 1-for-40.

The selection of the specific Reverse Stock Split ratio will be based on several factors, including, among other things:

We believe that granting our Board the authority to set the ratio for the Reverse Stock Split is essential because it allows us to take these factors into consideration and to react to changing market conditions. If the Board chooses to implement the Reverse Stock Split, the Company will make a public announcement regarding the determination of the Reverse Stock Split ratio.

If the Reverse Stock Split proposal is approved by our stockholders, the Board will have the discretion to implement the Reverse Stock Split or to not effect the Reverse Stock Split at all. The Board currently intends to effect the Reverse Stock Split. If the trading price of our Common Stock increases without effecting the Reverse Stock Split, the Reverse Stock Split may not be necessary. Following the Reverse Stock Split, if implemented, there can be no assurance that the market price of our Common Stock will rise in proportion to the reduction in the number of outstanding shares resulting from the Reverse Stock Split or that the market price of the post-split Common Stock can be maintained above $1.00. There also can be no assurance that our Common Stock will not be delisted from Nasdaq for other reasons.

If our stockholders approve the Reverse Stock Split proposal at the Special Meeting, the Reverse Stock Split will be effected, if at all, only upon a determination by the Board that the Reverse Stock Split is in the best interests of the Company and its stockholders at that time. No further action on the ~~date~~part of ~~grant,~~the stockholders will be required to either effect or abandon the Reverse Stock Split. If our Board does not implement the Reverse Stock Split prior to June 30, 2023, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Amendment will be abandoned.

The market price of our Common Stock is dependent upon our performance and other factors, some of which are unrelated to the number of shares outstanding. If the Reverse Stock Split is effected and the market price of our Common Stock declines, the percentage decline as ~~determined consistent~~an absolute number and as a percentage of our overall market

capitalization may be greater than would occur in the absence of the Reverse Stock Split. Furthermore, the reduced number of shares that will be outstanding after the Reverse Stock Split could significantly reduce the trading volume and otherwise adversely affect the liquidity of our Common Stock.

We have not proposed the Reverse Stock Split in response to any effort of which we are aware to accumulate our shares of Common Stock or obtain control of the Company, nor is it a plan by management to recommend a series of similar actions to our Board or our stockholders. Notwithstanding the decrease in the number of outstanding shares of Common Stock following the Reverse Stock Split, our Board does not intend for this transaction to be the first step in a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

The Reverse Stock Split, if approved by our stockholders, will become effective upon the filing with the ~~historical practices~~Secretary of State of the ~~Company. This initial option will vest~~State of Delaware of a certificate of amendment to our amended and ~~become exercisable~~restated certificate of incorporation in ~~three equal installments on each~~substantially the form of the ~~first three anniversaries~~Reverse Stock Split Amendment attached to this proxy statement as Annex A. The exact timing of the filing of the Reverse Stock Split Amendment will be determined by the Board based upon its evaluation of when such action will be most advantageous to the Company and our stockholders. The Board reserves the right, notwithstanding stockholder approval and without further action by our stockholders, to elect not to proceed with the Reverse Stock Split if, at any time prior to filing such Reverse Stock Split Amendment, the Board, in its sole discretion, determines that it is no longer in the best interests of the Company and our stockholders. The Board currently intends to effect the Reverse Stock Split. If our Board does not implement the Reverse Stock Split prior to June 30, 2023, the authority granted in this proposal to implement the Reverse Stock Split will terminate and the Reverse Stock Split Amendment to effect the Reverse Stock Split will be abandoned.

Pursuant to the Reverse Stock Split Amendment, each holder of our Common Stock outstanding immediately prior to the effectiveness of the Reverse Stock Split (“Old Common Stock”) will become the holder of fewer shares of our Common Stock (“New Common Stock”) after consummation of the Reverse Stock Split.

Based on [●] shares of our Common Stock outstanding as of the date ~~of grant, subject to~~hereof, the ~~director’s continued service through each vesting date. The per share exercise price for~~following table reflects the initial option shall be equal to the fair market value for a share of our common stock on the date of grant, which shall be equal to the closing price of our common stock on the date of grant. An employee director who ceases to be an employee, but who remains a director, will not receive an option grant.

~~On the date of each annual meeting of our stockholders, each non-employee director (including a non-employee director who was previously an employee) will be granted an annual option to purchase a~~approximate number of shares of our ~~common stock equal to equal to (x) $30,000 divided by (y)~~Common Stock that would be outstanding as a result of the ~~Black-Scholes value~~Reverse Stock Split under certain possible exchange ratios.

The Reverse Stock Split will affect all stockholders equally and will not affect any stockholder’s proportionate equity interest in the Company, except for those stockholders who receive an additional share of our Common Stock in lieu of a fractional share. None of the rights currently accruing to holders of our Common Stock will be affected by the Reverse Stock Split. Following the Reverse Stock Split, each share of New Common Stock will entitle the holder thereof to one vote per share and will otherwise be identical to Old Common Stock. The Reverse Stock Split also will have no effect on the number of authorized shares of our Common Stock. The shares of New Common Stock will be fully paid and non-assessable.

The par value per share of the Common Stock will remain unchanged at $0.001 per share after the Reverse Stock Split. As a result, on the effective date of ~~grant, as determined consistent~~the Reverse Stock Split, if any, the stated capital on our balance sheet attributable to the Common Stock will be reduced proportionately based on the Reverse Stock Split ratio, from its present amount, and the additional paid-in capital account will be credited with the ~~historical practices~~amount by which the stated capital is reduced. After the Reverse Stock Split, net income or loss per share and other per share amounts will be increased because there will be fewer shares of our Common Stock outstanding. In future financial statements, net income or loss per share and other per share amounts for periods ending before the Reverse Stock Split would be recast to give retroactive effect to the Reverse Stock Split. As described below under “Effects of the ~~Company. This annual option will vest~~Reverse Stock Split on Outstanding Equity Awards and ~~become exercisable on~~Warrants to Purchase Common Stock,” the ~~earlier of (i) the one-year anniversary of the date of grant or (ii) the date of our next annual meeting of stockholders, subject to the director’s continued service through the vesting date. The~~ per share exercise price ~~for~~of outstanding option awards and warrants would increase proportionately, and the ~~annual option shall be equal to the fair market value for a share of our common stock on the date of grant.~~

~~On the date of each annual meeting of our stockholders, the chair of the Board will be granted an additional annual option to purchase a~~ number of shares of our ~~common~~Common Stock issuable upon the exercise of outstanding options and warrants, or that relate to other equity awards (e.g., restricted stock awards) would decrease proportionately, in each case based on the Reverse Stock Split ratio selected by the Board. The Company does not anticipate that any other accounting consequences would arise as a result of the Reverse Stock Split.

All shares of Series A Preferred Stock that are not present in person via website or by proxy at the Special Meeting as of immediately prior to the opening of the polls at the Special Meeting will be automatically redeemed in the Initial Redemption. Any outstanding shares of Series A Preferred Stock that were not redeemed pursuant to the Initial Redemption will be redeemed in whole, but not in part, (i) if and when ordered by our Board or (ii) automatically upon the approval of the Reverse Stock Split Amendment effecting the Reverse Stock Split. Please refer to the discussion in the Questions and Answers About the Special Meeting section under “Who is entitled to vote at the Special Meeting, and how many votes do they have?” and “What vote is required to approve each matter and how are votes counted?” for a description of the voting power of the Series A Preferred Stock.

Pursuant to the Certificate of Designation of Series A Preferred Stock (the “Certificate of Designation”), each share of Series A Preferred Stock redeemed in any redemption shall be redeemed in consideration for the right to receive an amount equal to ~~(x) $40,000 divided~~$0.10 in cash for each one hundred whole shares of Series A Preferred Stock that are “beneficially owned” by ~~(y)~~ the ~~Black-Scholes value~~“beneficial owner” (as such terms are defined in the Certificate of Designation) thereof as of the applicable redemption time and redeemed pursuant to such redemption, payable upon receipt by the Company of a ~~share on~~written request submitted by the ~~date~~applicable holder to our corporate secretary (each a “Redemption Payment Request”) following the applicable redemption time. Such Redemption Payment Request shall (i) be in a form reasonably acceptable to the Company (ii) set forth in reasonable detail the number of ~~grant,~~shares of Series A Preferred Stock beneficially owned by the holder at the applicable redemption time and include evidence reasonably satisfactory to

the Company regarding the same, and (iii) set forth a calculation specifying the amount in cash owed to such holder by the Company with respect to the shares of Series A Preferred Stock that were redeemed at the applicable redemption time.

We are currently authorized to issue a maximum of 150,000,000 shares of our Common Stock. As of the Record Date, there were [●] shares of our Common Stock issued and outstanding. Although the number of authorized shares of our Common Stock will not change as ~~determined consistent~~a result of the Reverse Stock Split, the number of shares of our Common Stock issued and outstanding will be reduced in proportion to the ratio selected by the Board. Thus, the Reverse Stock Split will effectively increase the number of authorized and unissued shares of our Common Stock available for future issuance by the amount of the reduction effected by the Reverse Stock Split. Conversely, with respect to the number of shares reserved for issuance under, for example, our 2015 Omnibus Equity Incentive Plan (the “2015 Plan”), our Board will proportionately reduce such reserve in accordance with the ~~historical practices~~terms of the ~~Company. This annual option~~2015 Plan. As of the Record Date, there were [●] shares of Common Stock reserved for issuance under the ~~chair~~2015 Plan, of which [●] remained available for future awards, and following the Reverse Stock Split, if any, such reserve will be reduced to between [●] – [●] shares of Common Stock, of which between approximately [●] – [●] shares will be available for future awards.

Following the Reverse Stock Split, the Board will ~~vest~~have the authority, subject to applicable securities laws, to issue all authorized and ~~become exercisable on~~unissued shares without further stockholder approval, upon such terms and conditions as the ~~earlier of (i)~~Board deems appropriate. We do not currently have any plans, proposals or understandings to issue the ~~one-year anniversary~~additional shares that would be available if the Reverse Stock Split is approved and effected.

Effects of the ~~date of grant or (ii)~~Reverse Stock Split on Outstanding Equity Awards and Warrants to Purchase Common Stock

If the ~~date~~Reverse Stock Split is effected, all outstanding options entitling their holders to purchase shares of our ~~next annual meeting~~Common Stock, as well as any other equity awards granted pursuant to, or available under, the 2015 Plan (e.g., restricted stock awards), the 2015 Employee Stock Purchase Plan (the “2015 ESPP”) or the 2006 Stock Plan (the “2006 Plan”, and together with the 2015 Plan and 2015 ESPP, the “Incentive Plans”), will be proportionately reduced, in accordance with the terms of ~~stockholders, subject~~the applicable Incentive Plan, in the same ratio as the reduction in the number of shares of outstanding Common Stock, except that any fractional shares resulting from such reduction will be rounded down to the ~~chair~~nearest whole share to comply with the requirements of Code Sections 409A and 424. Correspondingly, the ~~Board’s continued service through the vesting date. The~~ per share exercise price of any such options will be increased in direct proportion to the Reverse Stock Split ratio (rounded up to the nearest whole cent), so that the aggregate dollar amount payable for the ~~annual~~purchase of the shares subject to the options will remain materially unchanged. For example, assuming that we effect the Reverse Stock Split at a ratio of 1-for-10, and that an optionee holds options to purchase 1,055 shares of our Common Stock at an exercise price of $1.00 per share, upon the effectiveness of the Reverse Stock Split at such ratio, the number of shares of the Common Stock subject to that option would be reduced to 105 (rounded down from 205.5 to account for fractional shares) and the exercise price would be proportionately increased to $10.00 per share.

As of December 30, 2022, there are outstanding warrants to purchase a total of [●] shares Common Stock at a weighted average exercise price of $[●] per share. If the Reverse Stock Split is effected, the outstanding warrants will automatically be reduced in the same ratio as the reduction in the number of shares of outstanding Common Stock. Correspondingly, the per share exercise price of such warrants will be increased in direct proportion to the Reverse Stock Split ratio, so that the aggregate dollar amount payable for the ~~chair~~purchase of the ~~Board shall be equal~~shares subject to the ~~fair market value~~warrants will remain unchanged.

Upon the Reverse Stock Split, the Company intends to treat stockholders holding shares of our Common Stock in “street name” (that is, held through a bank, broker or other nominee) in the same manner as stockholders of record whose shares of Common Stock are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding shares of our Common Stock in “street name”; however, these banks, brokers or other nominees may apply their own specific procedures for processing the Reverse Stock Split. If you hold your shares of our Common Stock with a bank, broker or other nominee, and have any questions in this regard, the Company encourages you to contact your nominee.

The Company’s stockholders of record may hold some or all of their shares electronically in book-entry form. These stockholders will not have stock certificates evidencing their ownership of our Common Stock. They are, however, provided with a statement reflecting the number of shares of Common Stock registered in their accounts.

If you hold registered shares of Old Common Stock in a book-entry form, you do not need to take any action to receive your shares of New Common Stock in registered book-entry form, if applicable. A transaction statement will automatically be sent to your address of record as soon as practicable after the effective time of the Reverse Stock Split indicating the number of shares of New Common Stock you hold.

Some stockholders of record hold their shares of our Common Stock in certificate form or a combination of certificate and book-entry form. If any of your shares of our Common Stock are held in certificate form, you will receive a transmittal letter from the Company’s transfer agent as soon as practicable after the effective time of the Reverse Stock Split, if any. The transmittal letter will be accompanied by instructions specifying how to exchange your certificate representing the Old Common Stock for a ~~share~~statement of holding or a certificate of New Common Stock.

STOCKHOLDERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

With the exception of the number of shares issued and outstanding, the rights and preferences of the shares of our ~~common stock on~~Common Stock prior and subsequent to the ~~date~~Reverse Stock Split will remain the same. After the effectiveness of ~~grant.~~the Reverse Stock Split, we do not anticipate that our financial condition, the percentage ownership of management, the number of our stockholders, or any aspect of our business would materially change as a result of the Reverse Stock Split.

~~Notwithstanding the vesting schedules described above, the vesting of each equity award will accelerate in full upon a change in control and termination of directorship.~~

Our Common Stock is currently registered under Section ~~16(a) Beneficial Ownership Reporting Compliance~~

~~Section 16(a)~~12(b) of the Exchange Act, ~~requires directors, certain officers,~~ and ~~ten percent (10%) stockholders~~as a result, we are subject to ~~file reports of ownership~~the periodic reporting and ~~changes in ownership with the SEC. Based upon a review of filings with the SEC and/or written representations that no~~ other ~~reports were required, we believe that all reports for the Company’s officers and directors that were required to be filed under Section 16~~requirements of the Exchange Act. If effected, the proposed Reverse Stock Split will not affect the registration of our Common Stock under the Exchange Act or our periodic or other reporting requirements thereunder.

In addition, we have not proposed the Reverse Stock Split, with its corresponding increase in the authorized and unissued number of shares of Common Stock, with the intention of using the additional shares for anti-takeover purposes, although we could theoretically use the additional shares to make more difficult or to discourage an attempt to acquire control of the Company.

We do not believe that our officers or directors have interests in this proposal that are different from or greater than those of any other of our stockholders.

Fractional shares will not be issued in connection with the Reverse Stock Split. Each stockholder who would otherwise hold a fractional share of Common Stock as a result of the Reverse Stock Split will receive one share of Common Stock in lieu of such fractional share. If such shares are subject to an award granted under the Incentive Plans, each fractional share of Common Stock will be rounded down to the nearest whole share of Common Stock in order to comply with the requirements of Sections 409A and 424 of the Code.

Under the Delaware General Corporation Law, our stockholders are not entitled to appraisal or dissenter’s rights with respect to the Reverse Stock Split, and we will not independently provide our stockholders with any such rights.

The Reverse Stock Split will not be consummated, if at all, until after approval of the Company’s stockholders is obtained. The Company is not obligated to obtain any governmental approvals or comply with any state or federal regulations prior to consummating the Reverse Stock Split other than the filing of the Reverse Stock Split Amendment with the Secretary of State of the State of Delaware.

The following is a discussion of certain material U.S. federal income tax consequences of the Reverse Stock Split to U.S. holders (as defined below). This discussion is included for general information purposes only, does not purport to address all aspects of U.S. federal income tax law that may be relevant to U.S. holders in light of their particular circumstances, and does not describe any potential state, local, or foreign tax consequences. This discussion is based on the Internal Revenue Code of 1986, as amended (the “Code”), current Treasury Regulations and administrative and court decisions and interpretations, all as in effect as of the date hereof, and all of which are subject to change, possibly on a retroactive basis, or different interpretation. Any such changes could affect the continuing validity of this discussion.

STOCKHOLDERS ARE URGED TO CONSULT THEIR TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, OR FOREIGN TAX CONSEQUENCES TO THEM OF THE REVERSE STOCK SPLIT.

This discussion does not address tax consequences to stockholders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies, personal holding companies, U.S. holders whose functional currency is not the U.S. dollar, partnerships (or other flow-through entities for U.S. federal income purposes and their partners or members), persons who acquired their shares or equity awards in connection with employment or other performance of services (who will not incur a taxable event in connection with the Reverse Stock Split), broker-dealers, foreign entities, nonresident alien individuals and tax-exempt entities. This summary also assumes that the Old Common Stock shares were, ~~timely filed~~and the New Common stock shares will be, held as a “capital asset,” as defined in ~~2020.~~Section 1221 of the Code.

As used herein, the term “U.S. holder” means a holder that is, for U.S. federal income tax purposes:

Other than with respect to any stockholder that receives a full share for a fractional share (which will not apply to outstanding equity awards granted under the Incentive Plans), a stockholder generally will not recognize a gain or loss by reason of such stockholder’s receipt of shares of New Common Stock pursuant to the Reverse Stock Split solely in exchange for shares of Old Common Stock held by such stockholder immediately prior to the Reverse Stock Split. A stockholder’s aggregate tax basis in the shares of New Common Stock received pursuant to the Reverse Stock Split (including any fractional shares) will equal the stockholder’s aggregate basis in the Old Common Stock exchanged therefore and will be allocated among the shares of New Common Stock received in the Reverse Stock Split on a pro-rata basis. Stockholders who have used the specific identification method to identify their basis in the shares of Old Common Stock held immediately prior to the Reverse Stock Split should consult their own tax advisers to determine their basis in the shares of New Common Stock received in exchange therefor in the Reverse Stock Split. A

stockholder’s holding period in the shares of New Common Stock received pursuant to the Reverse Stock Split will include the stockholder’s holding period in the shares of Old Common Stock surrendered in exchange therefore, provided the shares of Old Common Stock surrendered are held as capital assets at the time of the Reverse Stock Split.

No gain or loss will be recognized by us as a result of the Reverse Stock Split.

The Board believes that if the number of shares of the Company’s Common Stock and Series A Preferred Stock outstanding and entitled to vote at the Special Meeting is insufficient to approve the Reverse Stock Split, it is in the best interests of the stockholders to enable the Board to continue to seek to obtain a sufficient number of additional votes to approve the Reverse Stock Split Proposal.

In the Adjournment Proposal, we are asking stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning or postponing the Special Meeting or any adjournment or postponement thereof. If our stockholders approve this proposal, we could adjourn or postpone the Special Meeting, and any adjourned session of the Special Meeting, to use the additional time to solicit additional proxies in favor of the Reverse Stock Split Proposal.

Additionally, approval of the Adjournment Proposal could mean that, in the event we receive proxies indicating that a majority in voting power of the votes to be cast by holders of our Common Stock and Series A Preferred Stock, as counted to mirror the Common Stock votes cast, will vote against the Reverse Stock Split Proposal, we could adjourn or postpone the Special Meeting without a vote on the Reverse Stock Split Proposal and use the additional time to solicit the holders of those shares to change their vote in favor of the Reverse Stock Split Proposal.

The following table sets forth information regarding beneficial ownership of our ~~common stock~~Common Stock and our Series A Preferred Stock as of ~~April 5,~~December 30, 2022 by:

(3)

our principal executive officer and two other most highly compensated executive officers who served during the year ended December 31, 2021, ~~by:~~

~~(1)~~

~~each person or group of affiliated persons known by us to be the beneficial owner of more than 5% of our common stock;~~

whom, collectively, we refer to as our named executive officers; and

~~(2)~~

~~each of our named executive officers;~~

(4)

all of our executive officers and directors as a group.

~~(3)~~

~~each of our directors and nominees for directors; and~~

~~(4)~~

~~all of our executive officers and directors as a group.~~

We have determined beneficial ownership in accordance with the rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially own, subject to community property laws where applicable. To our knowledge, no person or entity, except as set forth below, is the beneficial owner of more than 5% of the voting power of our ~~common stock~~Common Stock as of the close of business on ~~April 5, 2021.~~December 30, 2022.

Under SEC rules, the calculation of the number of shares of our ~~common stock~~Common Stock beneficially owned by a person and the percentage ownership of that person includes both outstanding shares of our ~~common stock~~Common Stock then owned as well as any shares of our ~~common stock~~Common Stock subject to options or warrants held by that person that are currently exercisable or exercisable within 60 days of ~~April 5, 2021.~~December 30, 2022. Shares subject to those options or warrants for a particular person are not included as outstanding, however, for the purpose of computing the percentage ownership of any other person. ~~We have~~Percentage ownership is based ~~percentage ownership of our common stock~~ on ~~21,336,249~~[●] shares of our ~~common stock~~Common Stock and [●] shares of our Series A Preferred Stock outstanding as of ~~April 5, 2021.~~December 30, 2022.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618.

Name of Beneficial Owner

Number of Shares
Beneficially Owned

Percent of Shares
Outstanding

Named Executive Officers, Directors and Director Nominees:

Matthew T. Plavan (1)

157,002

*

Pamela Haley (2)

39,554

*

Dr. Randall Shultz (3)

39,926

Kevin Comcowich (4)

70,338

*

Dr. Albert Bolles (5)

27,463

*

Lilian Shackelford Murray (6)

30,981

*

Gregory D. Waller (7)

25,222

*

Amy Yoder (8)

29,376

*

All current executive officers and directors as a group (8 persons) (9)

419,862

1.9
%
5% Stockholders:

Moral Compass Corporation (10)

1,125,769

5.3
%
5115 N. Dysart Road, Ste 202 #305 Litchfield Park, AZ 85340

Intracoastal Capital, LLC (11)

1,685,029

7.5
%
245 Palm Trial Delray Beach, FL 33483


*Name of Beneficial Owner	~~Represents beneficial ownership~~	Shares of ~~less than 1%~~Common Stock Beneficially owned		Shares of ~~the outstanding shares~~Series A Preferred Stock		Percentage of ~~our common stock.~~Common Stock		Percentage of Series A Preferred Stock(12)

Named Executive Officers and Directors:
Matthew T. Plavan (1)	[●]	[●]	[●]	[●]
Pamela Haley (2)	[●]	[●]	[●]	[●]
Stanley Jacot, Jr. (3)	[●]	[●]	[●]	[●]
Dr. Albert Bolles (4)	[●]	[●]	[●]	[●]
Deborah Carosella (5)	[●]	[●]	[●]	[●]
Kevin Comcowich (6)	[●]	[●]	[●]	[●]
Lilian Shackelford Murray (7)	[●]	[●]	[●]	[●]
Gregory D. Waller (8)	[●]	[●]	[●]	[●]
Amy Yoder (9)	[●]	[●]	[●]	[●]
All current executive officers and directors as a group (8 persons)(10)	[●]	[●]	[●]	[●]
5% Stockholders:
Armistice Capital Master Fund Ltd. (11)	[●]	[●]	[●]	[●]
510 Madison Avenue, 22nd Floor, New York, New York 10022

* Represents beneficial ownership of less than 1%

(1) Mr. Plavan is our former Chief Executive Officer. His beneficial ownership consists of (i) [●] shares of Common Stock and (ii) [●] shares of Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

(2) Ms. Haley is our Chief Financial Officer. Her beneficial ownership consists of (i) [●] shares of Common Stock and (ii) [●] shares of Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

(3) Mr. Jacot is our ~~current President and~~ Chief Executive Officer and a member of our Board of Directors. His beneficial ownership consists of (i) 14,400 shares of common stock and (ii) 142,602 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2021.

~~(2)~~

Ms. Haley is our current Chief Financial Officer. Her beneficial ownership consists of (i) 2,638 shares of common stock and (ii) 36,916 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2021.

~~(3)~~

Dr. Randall Shultz is our current Chief Technology Officer. His beneficial ownership consists of (i) 13,000 shares of common stock and (ii) 26,926 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2021.

~~(4)~~

Mr. Comcowich is the current chair of our Board of Directors. His beneficial ownership consists of (i) 20,000 shares of common stock and (ii) 50,338 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2021.

~~(5)~~

Dr. Bolles serves as a member of our Board of Directors. His beneficial ownership consists of 27,463 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2021.

~~(6)~~

Ms. Shackelford Murray serves as a member of our Board of Directors. Her beneficial ownership consists of (i) 8,524 shares of common stock and (ii) 22,457 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2021.

~~(7)~~

Mr. Waller serves as a member of our Board of Directors. His beneficial ownership consists of 25,222 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 5, 2021.

~~(8)~~

Ms. Yoder serves as a member of our Board of Directors. Her beneficial ownership consists of 29,376 shares of common stock issuable pursuant to stock options exercisable within 60 days after April 6, 2020.

~~(9)~~

Beneficial ownership consists of (i) 58,562 shares of common stock and (ii) 361,300 shares of common stock subject to options exercisable within 60 days of April 5, 2021, in each case beneficially owned by our current executive officers and directors.

~~(10)~~

~~Moral Compass Corporation (“MCC”) is owned by the John G. Sperling 2012 Irrevocable Trusts No. 1, 2 and 3 (collectively, the “Sperling Trusts”). Darby Shupp, Terri Bishop, and Peter Sperling together serve as trustees of the Sperling Trusts and have shared voting and investment power of the 1,125,769 shares held by MCC~~.

~~(11)~~

Beneficial ownership consists of (i) 626,470 shares of common stock and (ii) 1,058,559 shares of common stock subject to options exercisable within 60 days of April 5, 2021. Each of Intracoastal Capital LLC, Mitchell P. Kopin, and Daniel B. Asher, disclaims beneficial ownership over the securities beneficially owned except to the extent of their respective pecuniary interest therein.

~~Hedging and Margin Policy~~

Under the terms of our insider trading policy, no directors, executive officers or other key employees may engage in hedging or derivative transactions involving our securities, such as zero-cost collars or forward sale contracts, and no employee, director or consultant may engage in short sales of our securities, including short sales “against the box.” In addition, no director, executive officer or key employee may enter into any margin transaction involving our stock unless the transaction has been approved by our Compliance Officer.

~~executive compensation~~

~~Processes and Procedures for Compensation Decisions~~

Our compensation committee is responsible for the executive compensation programs for our executive officers and reports to the Board of Directors on its discussions, decisions and other actions. Our Chief Executive Officer makes recommendations to our compensation committee, attends committee meetings, and is involved in the determination of compensation for the respective executive officers that report to him, except that our Chief Executive Officer does not make recommendations as to his own compensation. Additionally, our Chief Executive Officer makes recommendations to our compensation committee regarding short- and long-term compensation for all executive officers (other than himself) based on our results, an individual executive officer’s contribution toward these results, and performance toward individual goal achievement. Our compensation committee then reviews the recommendations and other data and makes decisions as to total compensation for each executive officer other than the Chief Executive Officer, as well as each individual compensation component. Our compensation committee makes recommendations to the Board of Directors regarding compensation for our Chief Executive Officer. The independent members of the Board of Directors make the final decisions regarding executive compensation for our Chief Executive Officer.

The compensation committee is authorized to retain the services of one or more executive compensation advisors, as it sees fit, in connection with the establishment of our compensation programs and related policies.

~~2020 Summary Compensation Table~~

~~The following table provides information regarding the compensation of our 2020 named executive officers during the fiscal years ended December 31, 2020 and 2019.~~

Name and Principal Position

Fiscal
Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards
($)(1)

Non-
Equity
Incentive
Plan
Compensation
($)(2)

All
Other
Compensation
($)

Total
($)

Matthew T. Plavan

2020

$
370,000

—

—

$
325,642

$
98,506

—

$
794,148

President and Chief
Executive Officer

2019

$
321,538

—

—

$
105,040

$
154,500

(3)

—

$
581,078

Pamela Haley

2020

$
240,000

—

—

$
171,391

$
31,800

—

$
443,191

Chief Financial Officer

2019

$
212,671

—

—

$
16,564

$
55,800

(4)

—

$
285,035

Randall Shultz

2020

$
244,923

$
12,500

(5)

—

$
158,157

$
15,900

(6)

—

$
431,480

Chief Technology Officer

2019

$
160,096

$
12,500

(5)

—

$
85,500

$
39,200

42,268

(7)
$
339,564

Sarah Reiter

2020

$
210,972

—

—

$
214,241

—

101,942

(9)
$
527,155

Former Chief Commercial Officer

2019

$
268,840

$
12,500

(8)

—

$
94,152

$
80,900

—

$
456,392

~~(1)~~

Amounts do not reflect compensation actually received by the officer. Instead, the amounts represent aggregate grant date fair value of options granted during 2020 computed in accordance with ASC Topic 718 Stock Compensation. The valuation assumptions used in determining such amounts are consistent with those described in Note 14 of the Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2020.

~~(2)~~

The amounts shown for 2020 represent amounts earned pursuant to our Executive Incentive Bonus Plan for services in 2020, which were paid in 2021. The amounts shown for 2019 represent amounts earned pursuant to our Executive Incentive Bonus Plan for services in 2019, which were paid in 2020. The amounts for 2020 and 2019 were determined based on a weighting of the achievement of Financial and Individual Goals.

~~Mr. Plavan’s 2019 bonus was prorated for the portion of 2019 during which he served as Chief Executive Officer, and for the portion of 2019 during which he served as Chief Financial Officer.~~

~~(3)Mr. Plavan’s 2019 bonus was prorated for the portion of 2019 during which he served as Chief Executive Officer, and for the portion of 2019 during which he served as Chief Financial Officer.~~

~~(4)~~

~~Ms. Haley’s 2019 bonus was prorated for the portion of 2019 during which she served as Chief Financial Officer, and for the portion of 2019 during which she served as controller.~~

~~(5)~~

~~This amount represents retention bonuses paid to Dr. Shultz, pursuant to his offer letter.~~

~~(6)~~

Dr. Shultz’s 2020 bonus was prorated for the portion of 2020 during which he served as Chief Technology Officer, and the portion of 2020 during which he served as vice president of research and development.

~~(7)~~

~~This amount represents relocation fees paid to Dr. Shultz, pursuant to his offer letter.~~

~~(8)~~

~~This amount represents a retention bonus paid to Ms. Reiter, as agreed to in her offer letter.~~

~~(9)~~

~~This amount represents severance amounts paid to Ms. Reiter, in accordance with her Separation and Release agreement.~~

~~Executive Employment Arrangements~~

~~Matthew T. Plavan (President and Chief Executive Officer)~~

In connection with the appointment of Mr. Plavan to the position of Chief Financial Officer in September 2016, we entered into a confirmatory offer letter with Mr. Plavan. Pursuant to the offer letter, Mr. Plavan’s annual base salary was established as $280,000 and his target bonus opportunity was 35% of his annual base salary. In July 2018, Mr. Plavan’s annual base salary was increased to $300,000 and his target bonus opportunity was increased to 50% of his annual base salary. In connection with the appointment of Mr. Plavan to the position of President and Chief Executive Officer in August 2019, Mr. Plavan’s annual base salary was increased to $370,000 and his target bonus opportunity was increased to 55% of his annual base salary, prorated for the portion of 2019 during which he served as Chief Executive Officer, and 50% of his base salary for the portion of 2019 during which he served as Chief Financial Officer. In February 2020, Mr. Plavan was granted an option to purchase 76,000 shares of the common stock of the Company. Mr. Plavan’s right to exercise the option vests over 4 years (1/48 per month), subject to his continued service. In January 2021, Mr. Plavan was granted an option to purchase 250,000 shares of the common stock of the Company. Mr. Plavan’s right to exercise the option vests over 4 years (1/48 per month), subject to his continued service.

~~Pamela Haley (Chief Financial Officer)~~

In June 2019, Ms. Haley was granted an option to purchase 4,100 shares of the common stock of the Company. Ms. Haley’s right to exercise the option vests over 4 years (25% on the one-year anniversary of the grant date and 1/48 per month thereafter), subject to her continued service. Ms. Haley’s annual base salary in 2018 before her appointment as Chief Financial Officer in October 2019 was $200,850. In connection with the appointment of Ms. Haley to the position of Chief Financial Officer in October 2019, Ms. Haley’s annual base salary was increased to $240,000 and her target bonus opportunity was established at 35% of her annual base salary, prorated for the portion of 2019 during which she served as Chief Financial Officer, and 25% of her base salary immediately prior to her appointment for the portion of 2019 during which she served as controller. In March 2020, her 2019 bonus opportunity was increased to 40% of her annual base salary, prorated for the portion of 2019 during which she served as Chief Financial Officer. In February 2020, Ms. Haley was granted an option to purchase 40,000 shares of the common stock of the Company. Ms. Haley’s right to exercise the option vests over 4 years (1/48 per month), subject to her continued service. In January 2021, Ms. Haley was granted an option to purchase 85,000 shares of the common stock of the Company. Ms. Haley’s right to exercise the option vests over 4 years (1/48 per month), subject to her continued service.

~~Dr. Randall Shultz (Chief Technology Officer)~~

On April 8, 2019, Dr. Shultz was granted an option to purchase 15,000 shares of the common stock of the Company. Dr. Shultz’s right to exercise the option vests over 4 years (25% on the one-year anniversary of the grant date and 1/48 per month thereafter), subject to his continued service. In February 2020, Dr. Shultz was granted an option to purchase 27,000 shares of the common stock of the Company. Dr. Shultz’s right to exercise the option vests over 4 years (1/48 per month), subject to his continued service. Dr. Shultz’s annual base salary before his appointment as Chief Technology Officer in April 2020 was $225,000 and his target bonus opportunity was established at 30%. In connection with the appointment of Dr. Shultz to the position of Chief Technology Officer, Dr. Shultz was granted an option to purchase 18,000 shares of the common stock of the Company. Dr. Shultz’s right to exercise the option vests over 4 years (25% on the one-year anniversary of the grant date and 1/48 per month thereafter), subject to his continued service. In July 2020, Dr. Shultz’s annual base salary was increased to $265,000. In January 2021, Mr. Shultz was granted an option to purchase 55,000 shares of the common stock of the Company. Mr. Shultz’s right to exercise the option vests over 4 years (1/48 per month), subject to his continued service.

~~Sarah Reiter (Former Chief Commercial Officer)~~

In connection with the appointment of Ms. Reiter to the position of Chief Commercial Officer in March 2018, we entered into a confirmatory offer letter with Ms. Reiter. The offer letter has no specific term and provides that Ms. Reiter is an at-will employee. Pursuant to the offer letter, Ms. Reiter’s annual base salary was established as $265,000 and her target bonus opportunity was 30% of her annual base salary. In July 2018, Ms. Reiter’s bonus opportunity was increased to 35% of her annual base salary. Pursuant to the offer letter, Mr. Reiter was paid a $12,500 retention bonus on the six-month anniversary of her effective hire date and an additional bonus of $12,500 on the eighteen-month anniversary of her effective hire date. In June 2019, Ms. Reiter was granted an option to purchase 23,305 shares of the common stock of the Company. Ms. Reiter’s right to exercise the option vests over 4 years (25% on the one-year anniversary of the grant date and 1/48 per month thereafter), subject to her continued service. In October 2019, Ms. Reiter’s salary was increased to $285,000. In March 2020, her 2019 bonus opportunity was increased to 40% of her annual base salary, retroactive to September 1, 2019. In August 2020, Arcadia Biosciences, Inc. provided notice to Sarah Reiter of the elimination of the chief commercial officer position at the company, the role in which she had been serving. The effective date of Ms. Reiter’s final day of employment was August 11, 2020. On August 20, 2020, Arcadia and Ms. Reiter entered into a Separation and Release Agreement (the “Separation Agreement”) which provided that Arcadia paid Ms. Reiter $142,500 in severance payments, which was equal to six months of her base salary.

~~Severance and Change in Control Agreements~~

~~In February 2015, our Board approved severance and change in control agreements (the “CIC Agreements~~”) for each of our executive officers, the specific terms of which are discussed below. Each of the CIC Agreements expires by its terms on the third anniversary of the effective date of such agreement.

Pursuant to the CIC Agreements, if we terminate an executive’s employment with us for a reason other than cause (as defined in the CIC Agreements) or the executive’s death or disability (as defined in the CIC Agreements) at any time other than during the twelve-month period immediately following a change of control (as defined in the CIC Agreements), then such executive will receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of six months; (ii) reimbursement for premiums paid for coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or COBRA, for the executive and the executive’s eligible dependents for up to six months; and (iii) a pro-rated portion of the termination year bonus ~~based on the percentage of the year that executive was employed by the Company in the year of termination~~.

If during the twelve-month period immediately following a change of control (as defined in the CIC Agreements), (x) we terminate an executive’s employment with us for a reason other than cause (as defined in the CIC Agreements) or the executive’s death or disability (as defined in the CIC Agreements), or (y) an executive resigns from such employment for good reason (as defined in the CIC Agreements), then, in lieu of the above described severance benefits, such executive shall receive the following severance benefits from the Company: (i) severance in the form of base salary continuation for a period of twelve months; (ii) reimbursement for premiums paid for coverage pursuant to COBRA, for the executive and the executive’s eligible dependents for up to twelve months; (iii) vesting shall accelerate as to 100% of all of the executive’s outstanding equity awards; and (iv) a pro-rated portion of the termination year bonus ~~based on the percentage of the year that executive was employed by the Company in the year of termination~~.

~~An executive’s receipt of severance payments or benefits pursuant to a CIC Agreement is subject to the executive~~ ~~signing a release of claims in our favor and complying with certain restrictive covenants set forth in the~~ ~~CIC Agreement.~~

Each CIC Agreement contains a “better after-tax” provision, which provides that if any of the payments to an executive constitutes a parachute payment under Section 280G of the Code, the payments will either be (i) reduced or (ii) provided in full to the executive, whichever results in the executive receiving the greater amount after taking into consideration the payment of all taxes, including the excise tax under Section 4999 of the Code, in each case based upon the highest marginal rate for the applicable tax.

~~Outstanding Equity Awards at Fiscal Year-End~~

~~The following table sets forth information regarding outstanding stock options held by our 2020 named executive officers as of December 31, 2020.~~

Option Awards
Name and Principal Position

Number of
securities
underlying
unexercised
options (#)
exercisable(1)

Number of
securities
underlying
unexercised
options (#)
unexercisable(1)

Option
Exercise
Price ($)

Option
Expiration
Date
Matthew T. Plavan

6,250

—

(2)
$
43.80

9/12/2026
President and Chief Executive Officer

7,500

—

(2)
$
120.00

9/12/2026

7,500

—

(2)
$
160.00

9/12/2026

1,875

—

(2)
$
240.00

9/12/2026

1,875

—

(2)
$
300.00

9/12/2026

10,066

1,184

(3)
$
14.00

6/8/2027

47,200

—

(2)
$
4.63

9/18/2028

10,287

15,713

(4)
$
5.04

6/3/2029

15,830

60,170

(6)
$
4.91

2/3/2030
Pamela Haley

25

—

(2)
$
271.20

1/1/2021
Chief Financial Officer

38

—

(2)
$
271.20

12/31/2022

125

—

(2)
$
122.40

10/29/2024

350

—

(2)
$
144.00

2/11/2025

250

—

(2)
$
42.80

8/18/2026

4,474

526

(3)
$
14.00

6/8/2027

8,700

—

(2)
$
4.63

9/18/2028

1,620

2,480

(4)
$
5.04

6/3/2029

8,330

31,670

(6)
$
4.91

2/3/2030
Randall Shultz

6,558

8,442

(5)
$
7.00

4/8/2029
Chief Technology Officer

5,620

21,380

(7)
$
4.91

2/3/2030

2,992

15,008

(8)
$
2.74

4/1/2030

~~(1)~~

~~Stock options to purchase our common stock were granted pursuant to our 2015 Omnibus Incentive Plan.~~

~~(2)~~

~~Stock options are fully vested as of December 31, 2020.~~

~~(3)~~

25% of the stock options vested on June 8, 2019, with the remaining 75% vesting in 36 equal monthly installments beginning on June 30, 2019 and ending on May 31, 2021 such that the award is fully vested on May 31, 2021, subject to the executive officer’s continued service through each vesting date.

~~(4)~~

25% of the stock options vested on June 3, 2020, with the remaining 75% of shares vesting in 36 equal monthly installments commencing on June 30, 2020 and ending on May 31, 2023, such that the award will be fully vested on May 31, 2023, subject to the executive officer’s continued service through each vesting date.

~~(5)~~

25% of the stock options vested on April 8, 2020, with the remaining 75% of shares vesting in 36 equal monthly installments commencing on April 30, 2020 and ending on March 31, 2023, such that the award will be fully vested on March 31, 2023, subject to the executive officer’s continued service through each vesting date.

~~(6)~~

~~The stock options vest in 48 equal installments beginning February 29, 2020 and ending January 31, 2024.~~

~~(7)~~

25% of the stock options vested on February 3, 2021, with the remaining 75% of shares vesting in 36 equal monthly installments commencing on February 3, 2021 and ending on February 3, 2024, such that the award will be fully vested on February 3, 2024, subject to the executive officer’s continued service through each vesting date.

~~(8)~~

~~The stock options vest in 48 equal installments beginning April 30, 2020 and ending March 31, 2024.~~

~~EQUITY BENEFIT AND STOCK PLANS~~

~~Securities Authorized for Issuance under Equity Compensation Plans~~

As of December 31, 2020, we maintained three equity compensation plans, all of which were approved by the Board of Directors and our stockholders prior to our initial public offering in May 2015. The following table provides the information shown for each of the three plans as of December 31, 2020.

Plan

Shares issuable
upon exercise of
outstanding plan
options, warrants
and rights

Weighted-average
exercise price of
outstanding
options, warrants
and rights

Shares remaining
available for future
issuance under
equity
compensation plans
(excluding those
reflected in
column (a))

(a)

(b)

(c)

Equity compensation plans approved by security holders (1)

924,815

(2)

$
14.46

262,520

(3)
Equity compensation plans not approved by security holders

811,201

(4)

$
6.70

—

Total

1,736,016

$
16.87

262,520

~~(1)~~

~~Includes the following plans: 2006 Stock Plan, 2015 Omnibus Equity Incentive Plan (“2015 Plan”), and 2015 Employee Stock Purchase Plan (“ESPP”). Only option grants were made under the 2006 Stock Plan and 2015 Plan.~~

~~(2)~~

~~As of December 31, 2020, there were 889,759 outstanding options or other equity grants under the 2015 and 2006 Plans, and there had been purchases pursuant to the ESPP of 35,056 shares.~~

~~(3)~~

There are no shares of common stock available for issuance under our 2006 Stock Plan, but that plan will continue to govern the terms of option and stock purchase rights granted thereunder. Any shares of common stock that are subject to outstanding awards under our 2006 Stock Plan that are issuable upon the exercise of stock options or purchase of shares pursuant to stock purchase rights that expire or become unexercisable for any reason without having vested or been exercised in full will generally be available for future grant and issuance as shares of common stock under our 2015 Plan. This number includes shares available for future issuance under our 2015 Plan and ESPP. The 2015 Plan provides that on the first day of each fiscal year beginning in 2016 and ending in 2025, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 4% of the outstanding shares of our common stock as of the last day of our immediately preceding fiscal year or (ii) such other amount as the Board of Directors may determine. Our ESPP provides that on the first day of each fiscal year beginning in 2016, the number of shares available for issuance thereunder is automatically increased by a number equal to the least of (i) 21,875 shares, (ii) 1% of the outstanding shares of our common stock on the first day of such fiscal year, or (iii) such other amount as the Board of Directors may determine.

~~(4)~~

Consists of the following warrants to purchase shares of our common stock that were outstanding as of December 31, 2019: (i) 15,038 warrants issued on March 19, 2018 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $41.56 per share, (ii) 69,617 warrants issued on June 18, 2018 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $12.57 per share, (iii) 45,154 warrants issued on April 15, 2019 to a consulting entity that vest monthly as to 1/12^th of the underlying shares, expire on the fifth anniversary of the issue date and have an exercise price of $6.18 per share, (iv) 100,000 warrants issued on April 15, 2019 to a consulting entity which vested in August 2019 upon the achievement of qualifying milestones, expire on the fifth anniversary of the issue date and have an exercise price of $6.18 per share, (v) 74,479 warrants issued on June 14, 2019 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $6.2938 per share, (vi) 10,000 warrants issued on July 31, 2019 to a consulting entity that vest monthly as to 1/12^th of the underlying shares, expire on the second anniversary of the issue date and have an exercise price of $2.19 per share, (vii) 20,000 warrants issued on August 9, 2019 to consulting entities that vest monthly as to 1/12^th of the underlying shares, expire on the second anniversary of the issue date and have an exercise price of $1.92 per share, and (viii) 65,942 warrants issued on September 10, 2019 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $9.4781 per share. Consists of the following warrants to purchase shares of our common stock that were outstanding as of December 31, 2020: (i) 10,000 warrants issued on February 3, 2020 to a consulting entity that vest monthly as to 1/12th of the underlying shares, expire on the second anniversary of the issue date and have an exercise price of $4.91 per share, (ii) 150,000 warrants issued on February 12, 2020 to a consulting entity that vest monthly as to 1/12th of the underlying shares, expire on the second anniversary of the issue date and have an exercise price of $4.71 per share, (iii) 18,350 warrants issued on March 21, 2020 to a consulting entity that vest monthly as to 1/12th of the underlying shares, expire on the second anniversary of the issue date and have an exercise price of $2.50 per share, (iv) 69,617 warrants issued on May 18, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $6.13 per share, (v) 32,071 warrants issued on July 8, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue

date and that have an exercise price of $4.97 per share, and (vi) 130,933 warrants issued on December 22, 2020 to a placement agent in an equity financing that expire on the fifth anniversary of the issue date and that have an exercise price of $3.82 per share.

~~LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS~~

Our Certificate of Incorporation provides that we will indemnify our directors and officers, and may indemnify our employees and other agents, to the fullest extent permitted by the Delaware General Corporation Law, which prohibits our Certificate of Incorporation from limiting the liability of our directors for the following:

~~any breach of their duty of loyalty to the Company or our stockholders;~~

~~any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;~~

~~unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law; or~~

~~any transaction from which they derived an improper personal benefit.~~

Any amendment to, or repeal of, these provisions will not eliminate or reduce the effect of these provisions in respect of any act, omission, or claim that occurred or arose prior to that amendment or repeal. If the Delaware General Corporation Law is amended to provide for further limitations on the personal liability of directors of corporations, then the personal liability of our directors will be further limited to the greatest extent permitted by the Delaware General Corporation Law.

Our bylaws provide that we will indemnify, to the fullest extent permitted by law, any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our directors or officers or is or was serving at our request as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws provide that we may indemnify to the fullest extent permitted by law any person who is or was a party or is threatened to be made a party to any action, suit, or proceeding by reason of the fact that he or she is or was one of our employees or agents or is or was serving at our request as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise. Our bylaws also provide that we must advance expenses incurred by or on behalf of a director or officer in advance of the final disposition of any action or proceeding, subject to very limited exceptions.

In addition to the indemnification required in our Certificate of Incorporation and bylaws, we entered into an indemnification agreement with each member of the Board of Directors and each of our executive officers. These agreements provide for the indemnification of our directors and officers for certain expenses and liabilities incurred in connection with any action, suit, proceeding or alternative dispute resolution mechanism, or hearing, inquiry or investigation that may lead to the foregoing, to which they are a party, or are threatened to be made a party, by reason of the fact that they are or were a director, officer, employee, agent or fiduciary of our Company, or any of our subsidiaries, by reason of any action or inaction by them while serving as an officer, director, agent or fiduciary, or by reason of the fact that they were serving at our request as a director, officer, employee, agent or fiduciary of another entity. In the case of an action or proceeding by or in the right of our Company or any of our subsidiaries, no indemnification will be provided for any claim where a court determines that the indemnified party is prohibited from receiving indemnification. We believe that these charter and bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation, amended restated bylaws, may discourage stockholders from bringing a lawsuit against our directors and executive officers for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and executive officers, even though an action, if successful, might benefit us and other stockholders. Further, a stockholder’s investment may be harmed to the extent that we pay the costs of settlement and damage awards against directors and executive officers as required by these indemnification provisions. At present, we are not aware of any pending litigation or proceeding involving any person who is or was one of our directors, director nominees, officers, employees, or other agents or is or was serving at our request as a director, director nominee, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, for which indemnification is sought, and we are not aware of any threatened litigation that may result in claims for indemnification.

We have obtained insurance policies under which, subject to the limitations of the policies, coverage is provided to our directors and executive officers against loss arising from claims made by reason of breach of fiduciary duty or other wrongful acts as a director or executive officer, including claims relating to public securities matters, and to us with respect to payments that may be made by us to these directors and executive officers pursuant to our indemnification obligations or otherwise as a matter of law.

Certain of our non-employee directors may, through their relationships with their employers or affiliated entities, be insured or indemnified against certain liabilities incurred in their capacity as members of our Board of Directors. ~~In our indemnification agreements with these non-employee directors, we have agreed that our indemnification obligations will be primary to any such other indemnification arrangements.~~

~~Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or persons controlling our Company~~His beneficial ownership consists of [●] shares of Common Stock issuable pursuant to ~~the foregoing provisions, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.~~

~~CERTAIN RELATIONSHIPS AND~~ ~~RELATED PARTY TRANSACTIONS~~stock options exercisable within 60 days after December 30, 2022

In addition to director and executive officer compensation arrangements and indemnification arrangements discussed above under “Directors, Executive Officers and Corporate Governance” and “Executive Compensation,” since January 1, 2019, we have not been a party to any transactions in which the amount involved exceeded or will exceed $120,000 and in which any of our directors, executive officers, beneficial holders of more than 5% of our capital stock, or entities affiliated with them, had or will have a direct or indirect material interest, other than as described below.

~~Kevin Comcowich~~

We currently lease land on the island of Molokai, Hawaii from an entity owned by Kevin Comcowich, the Chair of our Board, and his wife. We grow hemp on this land to support the operations of our joint venture Archipelago Ventures Hawaii. The original lease was executed in February 2019, covers 10 acres of land, has a term of two years and provides for rent payments of $1,200 per acre per year. We engaged a third-party contractor to construct a fence on the property to adhere to the rules of the hemp pilot program. Our out of pocket costs to build this fence was approximately $126,400.(4) Mr. Comcowich supplied materials to the contractor and received payments from the contractor totaling approximately $44,000. The original lease was amended to include two additional 10-acre parcels and two additional 15-acre parcels, at the same lease rate of $1,200 per acre per year, and with a term of two years.

~~Policies and Procedures for Related Party Transactions~~

Our audit committee charter states that our audit committee is responsible for reviewing and approving in advance any related party transaction, which is a transaction between us and related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000 in any calendar year and in which a related person has or will have a direct or indirect interest. Our audit committee has adopted policies and procedures for review of, and standards for approval of, such a related party transaction. For purposes of these policies and procedures, a related person is defined as an executive officer, director, or nominee for director, including his or her immediate family members, or a beneficial owner of greater than 5% our common stock, in each case since the beginning of the most recently completed year.

It is our intention to ensure that all future transactions between us and our officers, directors, and principal stockholders and their affiliates are approved by the audit committee of our Board of Directors and are on terms no less favorable to us than those that we could obtain from unaffiliated third parties.

~~COMMUNICATIONS WITH OUR BOARD OF DIRECTORS~~

Interested parties who wish to communicate with our Board of Directors or any specified individual director, including our non-employee directors, may send their communications in writing to the Corporate Secretary at Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618, Attn: Corporate Secretary. The Corporate Secretary shall review all incoming communications (except for mass mailings, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, route such communications to the appropriate member(s) of the Board of Directors or, if none is specified, to the Chair of the Board.

The Corporate Secretary may decide in the exercise of her judgment whether a response to any communication is necessary and shall provide a report to the nominating and governance committee on a quarterly basis of any communications received for which the Corporate Secretary has either responded or determined no response is necessary.

This procedure for communications with the non-management directors is administered by the Company’s nominating and governance committee. This procedure does not apply to (a) communications to non-employee directors from officers or directors of the Company who are stockholders, or (b) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act.

~~AUDIT COMMITTEE REPORT~~

This Audit Committee Report does not constitute soliciting material and should not be deemed filed or incorporated by reference into any other Arcadia filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent we specifically incorporate it by reference therein.

~~The following~~ is the ~~report of the audit committee~~current chair of our Board of Directors. The audit committee has reviewed and discussed our audited financial statements for the fiscal year ended December 31, 2020 with our management. In addition, the audit committee has discussed with Deloitte & Touche LLP, our independent registered public accountants, the matters required to be discussed by standards promulgated by the American Institute of Certified Public Accountants (“~~AICPA”) and Public Company Accounting Oversight Board (the “PCAOB~~”), including PCAOB Auditing Standard No. 16 “Communications with Audit Committees.” The audit committee also has received the written disclosures and the letter from Deloitte & Touche LLP as required by the applicable requirements of the PCAOB regarding the independent accountant’s communications with the audit committee concerning independence, and the audit committee has discussed with Deloitte & Touche LLP the independence of Deloitte & Touche LLP.

Based on the audit committee’s review of the matters noted above and its discussions with our independent accountants and our management, the audit committee recommended to the Board of Directors that the financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

~~Respectfully submitted by the members of the audit committee of the Board of Directors:~~

~~Gregory D. Waller (Chair)~~

~~Lilian Shackelford Murray~~

~~Amy Yoder~~

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~

~~Our Board of Directors~~His beneficial ownership consists of ~~seven members. In accordance with our Certificate~~(i) [●] shares of ~~Incorporation, the Board~~Common Stock and (ii) [●] shares of ~~Directors is divided into three classes with staggered three-year terms. At the 2021 Annual Meeting, two directors will be re-elected for a three-year term.~~Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

~~Nominee~~

Our nominating and governance committee of the Board of Directors recommended, and the Board of Directors approved, Lilian Shackelford Murray and Amy Yoder as nominees for re-election to the Board of Directors at the virtual Annual Meeting. If re-elected, Mmes. Shackelford Murray and Yoder will serve(5) Dr. Bolles serves as a ~~Class III directors until~~member of our ~~annual meeting in 2024, and until a successor is qualified and elected or until her earlier resignation, death or removal.~~

~~Please see “Directors, Executive Officers and Corporate Governance” in this Proxy Statement for information concerning the nominees.~~

Unless otherwise instructed, the proxy holders will vote the proxies received by them FOR Lilian Shackelford Murray and Amy Yoder. If the nominees are unable or decline to serve as directors at the time of the virtual Annual Meeting, the proxies will be voted for another nominee designated by the Board of Directors. WeHis beneficial ownership consists of [●] shares of Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

(6) Ms. Murray serves as a member of our Board of Directors. Her beneficial ownership consists of [●] shares of Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

(7) Mr. Waller serves as a member of our Board of Directors. His beneficial ownership consists of [●] shares of Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

(8) Ms. Yoder serves as a member of our Board of Directors. Her beneficial ownership consists of [●] shares of Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

(9) Ms. Carosella serves as a member of our Board of Directors. Her beneficial ownership consists of [●] shares of Common Stock issuable pursuant to stock options exercisable within 60 days after December 30, 2022.

(10) Beneficial ownership consists of (i) [●] shares of Common Stock and (ii) [●] shares of Common Stock subject to options exercisable within 60 days of December 30, 2022, in each case beneficially owned by our current executive officers and directors.

(11) Beneficial ownership consists of (i) [●] shares of Common Stock and (ii) [●] shares of Common Stock subject to warrants exercisable within 60 days of December 30, 2022. The shares of Common Stock and Series A Preferred Stock reported herein are held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”) and may be deemed to be indirectly beneficially owned by (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the securities except to the extent of their respective pecuniary interests therein.

(12) All shares of Series A Preferred Stock that are not ~~aware of any reason that a nominee would be unable~~present in person via website or ~~unwilling to serve as a director.~~

~~Vote Required~~

~~Each director is elected by a plurality of the voting power of the shares present at the virtual Annual Meeting or represented~~ by proxy at the ~~meeting and~~Special Meeting as of immediately prior to the opening of the polls at the Special Meeting will be automatically redeemed. The Series A Preferred Stock is entitled to ~~vote~~be voted together with the Common Stock as a single class on the ~~election of directors at~~Reverse Stock Split Proposal and the ~~virtual Annual Meeting. Abstentions and broker non-votes will have no effect on the outcome of the vote.~~

~~The Board of Directors unanimously recommends that stockholders vote “FOR” the election of Lilian Shackelford Murray and Amy Yoder as Class III directors.~~Adjournment Proposal.

~~PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT~~

~~REGISTERED PUBLIC ACCOUNTANTS~~

Our audit committee of the Board of Directors has appointed Deloitte & Touche LLP as Arcadia’s independent registered public accountants for the year ending December 31, 2021, and the Board recommends that stockholders vote for ratification of such appointment.

Notwithstanding its selection or voting results, the audit committee in its discretion may appoint new independent registered public accountants at any time during the year if the audit committee believes that such a change would be in the best interests of Arcadia and its stockholders. If our stockholders do not ratify the appointment, the audit committee may reconsider whether it should appoint another independent registered public accounting firm.

Deloitte & Touche LLP served as Arcadia’s independent registered public accounting firm for the year ended December 31, 2020. We expect that representatives of Deloitte & Touche LLP will be present at the virtual Annual Meeting to respond to appropriate questions and to make a statement if they so desire.

~~Principal Accounting Fees and Services~~

~~The following table sets forth all fees accrued or paid to Deloitte & Touche LLP for the years ended December 31, 2020 and 2019:~~

Year Ended December 31,

2020

2019

Audit Fees ⁽¹⁾

$
572,747

$
500,765

Audit-Related Fees

—

—

Tax Fees

—

—

All Other Fees ⁽²⁾

$
1,895

$
1,895

Total

$
574,642

$
502,660

~~(1)~~

Audit Fees consist of professional services rendered in connection with the audit of our annual consolidated financial statements, including audited financial statements presented in our Annual Report on Form 10-K and services that are normally provided by the independent registered public accountants in connection with statutory and regulatory filings or engagements for those fiscal years. Audit Fees in 2018 also consisted of professional services rendered in connection with our 2018 financing transactions and the related Registration Statements on Forms S-1 and S-3, as well as the Registration Statement on Form S-8. Audit Fees in 2019 also consisted of professional services rendered in connection with our 2019 financing transactions and the related Registration Statements on Forms S-1, as well as the Registration Statement on Form S-8.

~~(2)~~

~~All Other Fees consist of licensing fees for Deloitte & Touche LLP’s accounting research software.~~

~~Pre-approval Policy~~. Under our audit committee’s policy governing our use of the services of our independent registered public accountants, the audit committee is required to pre-approve all audit and permitted non-audit services performed by our independent registered public accountants in order to ensure that the provision of such services does not impair the public accountants’ independence. In the years ended December 31, 2020 and 2019, all fees identified above under the captions “Audit Fees,” and “All Other Fees” that were billed by Deloitte & Touche LLP were approved by the audit committee in accordance with SEC requirements.

In the year ended December 31, 2020, there were no other professional services provided by Deloitte & Touche LLP, other than those listed above, that would have required our audit committee to consider their compatibility with maintaining the independence of Deloitte & Touche LLP.

~~Vote Required~~

The affirmative vote of the holders of a majority of the shares of common stock present at the virtual Annual Meeting or represented by proxy and entitled to vote on the matter is necessary to ratify the selection of Deloitte & Touche LLP as our independent registered public accountants for the year ending December 31, 2021. Abstentions are treated as shares of common stock present at the virtual Annual Meeting or represented by proxy and entitled to vote and therefore, will have the effect of a vote “against” the ratification of Deloitte & Touche LLP as our independent registered public accountants. Broker non-votes will have no effect on the outcome of the vote.

The Board of Directors unanimously recommends that stockholders vote “FOR” the ratification of the selection of Deloitte & Touche LLP as Arcadia’s independent registered public accountants for the year ending December 31, 2021.

~~PROPOSAL~~ TH~~REE:~~
~~ADVISORY VOTE ON EXECUTIVE COMPENSATION~~

~~As of December 31, 2020, we are no longer~~ ~~qualified as an "emerging growth company" under applicable federal securities laws, and consequently,~~ as required under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”), our stockholders are entitled to vote to approve, on an advisory, non-binding basis, the compensation of our named executive officers as disclosed in this Proxy Statement in accordance with the SEC’s rules. This is our first say-on-pay vote.

~~Please read the “Executive Compensation” section of this Proxy Statement for additional details about our executive compensation program.~~

We are asking our stockholders to indicate their support for our named executive officer compensation as described in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this Proxy Statement. Accordingly, we will ask our stockholders to vote “FOR” the following resolution at the Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s proxy statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission.”

We believe that our compensation policies and procedures are intended to be aligned with the long-term interests of our stockholders. The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee or the Board. However, the Board and Compensation Committee value the opinions of our stockholders, we will consider our stockholders’ concerns, and the Compensation Committee will consider the results of this vote in making determinations in the future regarding executive compensation arrangements.

~~Required Vote~~

Assuming that a quorum is present at the Annual Meeting, approval of this proposal requires the affirmative vote of holders of a majority of the shares present and entitled to vote thereon either in person or represented by proxy at the Meeting.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR”~~
~~THE APPROVAL, ON A NONBINDING ADVISORY BASIS, OF~~
~~THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.~~

~~PROPOSAL~~ FO~~UR:~~
~~ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION~~

~~As of December 31, 2020, we are no longer~~ ~~qualified as an "emerging growth company" under applicable federal securities laws, and consequently,~~ as required under the Dodd-Frank Act and Section 14A of the Exchange Act, as amended, our stockholders are entitled at least once every six years to cast an advisory, non-binding vote to indicate their preference regarding how frequently we should seek an advisory, non-binding vote on the compensation of our named executive officers as disclosed in our proxy statements. Accordingly, the Company is asking its stockholders to indicate whether they would prefer an advisory, non-binding vote on named executive officer compensation once every year, every two years or every three years. Alternatively, stockholders may abstain from casting a vote on this proposal. For the reasons described below, our Board recommends that the stockholders select a frequency of every year.

After consideration, our Board has determined that holding a non-binding, advisory vote on executive compensation every year is the most appropriate alternative for the Company at this time, and therefore recommends that stockholders vote for future advisory votes on executive compensation to occur every year. While our executive compensation program is intended to promote a long-term connection between pay and performance, the Board recognizes that executive compensation disclosures are made annually. The Board considered that an annual advisory vote on executive compensation will allow our stockholders to evaluate our executive compensation program in relation to our compensation policies and practices as disclosed in the proxy statement every year. However, stockholders should note that because the advisory vote on executive compensation occurs well into the compensation year, and because the different elements of our executive compensation program are designed to operate as part of an integrated program, it may not be appropriate or feasible to modify our executive compensation program in consideration of any one year’s advisory vote on executive compensation by the time of the following year’s annual meeting of stockholders.

While the Board believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis, as to whether the non-binding advisory vote on the approval of our executive officer compensation practices should be held every year, every two years or every three years. The option among those choices that receives the highest number of votes from the holders of shares present in person or represented by proxy and entitled to vote at the annual meeting will be deemed to be the frequency preferred by the stockholders.

The Board and the Compensation Committee will consider the outcome of the vote when making future decisions regarding the frequency of advisory votes on executive compensation. However, because this vote is advisory and not binding, the Board may decide that it is in the best interests of the Company and our stockholders that we hold an advisory vote on executive compensation more or less frequently than the alternative preferred by our stockholders.

~~THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR”~~

~~“EVERY YEAR” AS THE FREQUENCY WITH WHICH STOCKHOLDERS ARE PROVIDED AN ADVISORY VOTE ON EXECUTIVE COMPENSATION.~~

~~ANNUAL REPORTS~~

~~The Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (our “Annual Report~~”) (which is not a part of our proxy soliciting materials), is being mailed with this Proxy Statement to those stockholders that request to receive a copy of the proxy materials in the mail. Stockholders that received the Notice of Internet Availability of Proxy Materials can access this Proxy Statement and our Annual Report at ~~www.proxyvote.com~~, which does not have “cookies” that identify visitors to the site. Requests for copies of our Annual Report may also be directed to the Corporate Secretary at Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618, Attn: Corporate Secretary.

~~We filed our Annual Report with the SEC on March 31, 2021. It is available free of charge at the SEC’s web site at~~ ~~www.sec.gov~~. Upon written request by an Arcadia stockholder, we will mail without charge a copy of our Annual Report, including the financial statements and financial statement schedules, but excluding exhibits to our Annual Report. Exhibits to our Annual Report are available upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit(s). All requests should be directed to the Corporate Secretary at Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618, Attn: Corporate Secretary.

OTHER MATTERS

The Board of Directors does not know of any other matters to be presented at the ~~virtual Annual~~Special Meeting. If any additional matters are properly presented or otherwise allowed to be considered at the ~~virtual Annual~~Special Meeting, the persons named in the enclosed proxy will have discretion to vote shares they represent in accordance with their own judgment on such matters.

It is important that your shares be represented at the meeting, regardless of the number of shares that you hold. You are, therefore, urged to submit your proxy or voting instructions at your earliest convenience.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the informational requirements of the Exchange Act and, therefore, we file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on the SEC’s website at www.sec.gov. The SEC’s website contains reports, proxy and information statements and other information regarding issuers, such as us, that file electronically with the SEC. You may also read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may also obtain copies of these documents at prescribed rates by writing to the SEC. Please call the SEC at 1-800-SEC-0330 for further information on the operation of its Public Reference Room.

BY ORDER OF THE BOARD OF DIRECTORS

Davis, California

~~April 20, 2021~~January __, 2023

ANNEX A

Form of Reverse Stock Split Charter Amendment

~~Vote~~

CERTIFICATE OF AMENDMENT

TO THE

AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

ARCADIA BIOSCIENCES, INC.

Arcadia Biosciences, Inc., a corporation organized under and existing under the laws of the State of Delaware (the “Corporation”), certifies that:

FIRST: The name of the Corporation is Arcadia Biosciences, Inc.

SECOND: The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the Delaware General Corporation Law, adopted resolutions to amend Article IV of the Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:

“ARTICLE IV

A. Classes of Stock. The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is One Hundred and Seventy Million (170,000,000) shares, consisting of One Hundred and Fifty Million (150,000,000) shares of Common Stock, par value $0.001 per share, and Twenty Million (20,000,000) shares of Preferred Stock, par value $0.001 per share.

B. Preferred Stock. The Board of Directors is authorized, subject to any limitations prescribed by ~~internet before~~law, to provide for the ~~meeting go~~issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to ~~www proxy~~the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote ~~com arcadia biosciences inc~~of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Corporation entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.

C. Number of Shares. Unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation or the resolution originally fixing the number of shares of any such series, the Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, by filing a certificate pursuant to the applicable law of the State of Delaware. If the number of shares of any series is so decreased, then the shares so specified in the certificate shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

D. Voting Rights. Except as otherwise provided by law, each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or

more other such series, to vote thereon pursuant to this Certificate of Incorporation (including any Preferred Stock Designation relating to any series of Preferred Stock).

E. Reverse Split. Upon the effectiveness of the filing of this Certificate of Amendment (the “Effective Time”) each share of the Corporation’s Common Stock, $0.001 par value per share (the “Old Common Stock”), issued and outstanding immediately prior to the Effective Time, will be automatically reclassified and combined (without any further act) into a smaller number of shares such that each **[ten (10) to forty (40)]** shares of Old Common Stock issued and outstanding immediately prior to the Effective Time is reclassified into one share of Common Stock, $0.001 par value per share, of the Corporation (the “New Common Stock”), the exact ratio within such range to be determined by the Board of Directors of the Corporation prior to the Effective Time and publicly announced by the Corporation (the “Reverse Stock Split”). The Board of Directors shall make provision for the issuance of that number of fractions of New Common Stock such that any fractional share of a holder otherwise resulting from the Reverse Stock Split shall be rounded up to the next whole number of shares of New Common Stock. Any stock certificate that, immediately prior to the Effective Time, represented shares of the Old Common Stock will, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of the New Common Stock into which such shares of Old Common Stock shall have been reclassified plus the fraction, if any, of a share of New Common Stock issued as aforesaid.”

THIRD: This Certificate of Amendment to the Amended and Restated Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly approved by the required vote of stockholders of the Corporation in accordance with Sections 222 and 242 of the Delaware General Corporation Law.

IN WITNESS WHEREOF, said Certificate of Amendment to the Amended and Restated Certificate of Incorporation has been duly executed by its authorized officer on this [●] day of [●], [●].

ARCADIA BIOSCIENCES, INC.

By: /s/ Stanley Jacot, Jr.

Stanley Jacot, Jr.

President and Chief Executive Officer

SCAN TO VIEW MATERIALS & VOTEw ARCADIA BIOSCIENCES, INC. 202 ~~cousteau place suite 105 davis ca~~COUSTEAU PLACESUITE 105DAVIS, CA 95618 ~~use~~VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the ~~internet~~QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11 11:59 ~~p m eastern time~~p.m. Eastern Time the day before the ~~cut off~~cut-off date or meeting ~~date have~~date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction ~~form during the meeting go~~form. During The Meeting - Go to ~~www virtual share holder meeting com rkda2020 you~~www.virtualshareholdermeeting.com/RKDA2023SM You may attend the meeting via the ~~internet~~Internet and vote during the ~~meeting have~~meeting. Have the ~~information that~~informationthat is printed in the box marked by the arrow available and follow the ~~instructions vote by phone 1 800 690 6903 use~~instructions. VOTE BY PHONE - 1-800-690-6903 Use any ~~touch tone~~touch-tone telephone to transmit your voting instructions up until 11 11:59 ~~p m eastern time~~p.m. Eastern Time the day before the ~~cut off~~cut-off date or meeting ~~date have~~date. Have your proxy card in hand when you call and then follow the ~~instructions vote by mail mark~~instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the ~~postage paid~~postage-paid envelope ~~we have~~wehave provided or return it to ~~vote processing c~~ Vote Processing, c/o ~~broadridge~~Broadridge, 51 mercedes way edgewood ny 11717 d00603 p37176 arcadia biosciences inc for withhold for all to withhold authority to vote for any individual all all except nominee s mark for all except and write the the boardMercedes Way, Edgewood, NY 11717. D94747-TBD ARCADIA BIOSCIENCES, INC. The Board of ~~directors~~Directors recommends you vote ~~for number s of the nominee s on the line below~~FOR the following proposals:ForAgainstAbstain 1.To approve an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock at a ratio ranging from one-for-ten (1:10) to one-for-forty (1:40), with the exact ratio to be set within that range at the discretion of our Board of !!! Directors without further approval or authorization of our stockholders. 2.To approve a proposal to adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of !!! proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1. Yes No Q.Your Series A Preferred Stock will be voted in the same manner as you’ve instructed your Common Stock on Proposals 1 and 2. If you wish to ~~elect one class ii director to hold office until the 2023 annual meeting of stockholders or until~~vote your !! Series A Preferred Stock in a ~~respective successor is elected~~DIFFERENT manner, indicate YES and ~~qualified nominee 01 gregory d waller the board of directors recommends you~~provide instructions on proposals 1a. and 2a. ForAgainstAbstain 1a.To vote for the following proposal for against abstain 2 to ratify the appointment of deloitte & touche llp as the independent registered public accounting firm of the company for its fiscal year ending december 31 2020 note themy Series A Preferred Stock differently on Proposal 1:!!! 2a.To vote my Series A Preferred stock differently on Proposal 2:!!! NOTE: The proxies are authorized to vote in their discretion upon such other business as may properly come before the ~~annual meeting~~Special Meeting or any adjournment or postponement thereof our board of directors recommends you vote for the election of the director nominee named in proposal no 1 of the proxy statement and for the ratification of the appointment of deloitte & touche llp as our independent registered public accounting firm as described in proposal no 2 of the proxy statement pleasethereof. Please sign exactly as your ~~name s appear s hereon when~~name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as ~~such joint~~such. Joint owners should each sign ~~personally all~~personally. All holders must ~~sign if~~sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized ~~officer~~officer.

Important Notice Regarding the Availability of Proxy Materials for the ~~Annual~~Special Meeting To Be Held on ~~June 1 2020~~February 15, 2023: The Notice and Proxy Statement ~~and Annual Report~~ are available at ~~www proxy vote com D00604 P37176~~www.proxyvote.com D94748-TBD ARCADIA BIOSCIENCES, ~~INC Annual~~INC. Special Meeting of Stockholders ~~June 1 2020 1~~ February 15, 2023, at 1:00 ~~P M PDT~~P.M. Central Time This proxy is solicited by the Board of Directors The undersigned ~~stockholder s~~stockholder(s) hereby ~~appoint s Kevin Com cowich~~appoint(s) Stanley Jacot, Jr. and ~~Pamela Haley~~Thomas J. Schaefer, or either of them, as proxies, each having full power of substitution, to vote all of the shares of common stock of Arcadia Biosciences, ~~Inc~~Inc. that the undersigned ~~stockholder s is~~ stockholder(s) is/are entitled to vote at the ~~Annual~~Special Meeting of Stockholders to be held virtually on ~~June 1 2020~~February 15, 2023, at 1 1:00 ~~P M PDT held virtually at www virtual share holder meeting com RKDA2020~~P.M. Central Time and any adjournment or postponement thereof on all matters set forth on the reverse side and, in their discretion, upon such other matters as may properly come before the ~~Annual Meeting~~Special Meeting. The undersigned hereby ~~acknowledge s~~acknowledge(s) receipt of the Notice of ~~Annual~~Special Meeting and Proxy Statement, dated ~~April 17 2020 and a copy of Arcadia Biosciences Inc s Annual Report on Form 10 K for the year ended December 31 2019 as filed with the Securities and Exchange Commission on March 25 2020~~January 6, 2023. The undersigned hereby expressly ~~revoke s~~revoke(s) any and all proxies heretofore given or executed by the undersigned with respect to the shares of stock represented by this proxy and, by filing this proxy with the Secretary of Arcadia Biosciences, ~~Inc give s~~Inc., give(s) notice of such ~~revocation~~revocation. This proxy, when properly executed, will be voted in the manner directed ~~herein~~herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' ~~recommendations~~recommendations. Our Board of Directors recommends you vote FOR the ~~election~~approval of an amendment to our amended and restated certificate of incorporation to effect a reverse stock split of our outstanding shares of common stock at a ratio ranging from one-for-ten (1:10) to one- for-forty (1:40), with the ~~director nominee named~~exact ratio to be set within that range at the discretion of our Board of Directors without further approval or authorization of our stockholders as described in Proposal NoNo. 1 of the Proxy Statement, and FOR the ~~ratification~~approval of a proposal to adjourn the ~~appointment~~Special Meeting to a later date or dates, if necessary or appropriate, to permit further solicitation and vote of ~~Deloitte & Touche LLP as our independent registered public accounting firm~~proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal No. 1, as described in Proposal NoNo. 2 of the Proxy ~~Statement~~Statement. This proxy may be revoked at any time prior to the time it is ~~voted~~voted. Continued and to be signed on reverse side

☒	~~No fee required.~~

☐	~~Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.~~

	•	~~Title of each class of securities to which transaction applies:~~ ☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

	•	~~Aggregate number of securities to which transaction applies:~~

	•	~~Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):~~

	•	~~Proposed maximum aggregate value of transaction:~~

	•	~~Total fee paid:~~

☐	~~Fee paid previously with preliminary materials.~~

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	~~(1)~~	~~Amount Previously Paid:~~

	~~(2)~~	~~Form, Schedule or Registration Statement No.:~~

	~~(3)~~	~~Filing Party:~~

	~~(4)~~	~~Date Filed:~~

Proposal No.	~~Vote~~	Board Voting Recommendation	~~Routine or~~ ~~Non-Routine~~	Discretionary Voting by Broker Permitted?	Vote Required for Approval	~~Impact of~~ ~~Abstentions~~	Impact of Broker Non-votes (Uninstructed Shares)
1	~~Election of director nominee~~	~~FOR~~	~~Non-routine, thus if you hold your shares in street name, your broker~~ ~~may not~~ ~~vote your shares for you.~~	No	~~Plurality~~	~~No impact~~	~~No impact~~
2	~~Ratification of independent registered public accounting firm~~	~~FOR~~	~~Routine, thus if you hold your shares in street name, your broker~~ ~~may~~ ~~vote your shares for you absent any other instructions from you.~~	~~Yes~~	~~Majority of shares present or represented by proxy and entitled to vote~~	~~Has the same effect as a vote against~~	~~Broker has the discretion to vote~~
3	~~Approval on a nonbinding advisory basis, the compensation of our named executive officers~~	~~FOR~~	~~Non-routine, thus if you hold your shares in street name, your broker~~ ~~may not~~ ~~vote your shares for you.~~	No	~~Majority of shares present or represented by proxy and entitled to vote~~	~~Has the same effect as a vote against~~	~~No impact~~
4	~~Approval of the preferred frequency of holding a stockholder advisory vote on the compensation of our named executive officers~~	~~EVERY ONE YEAR~~	~~Non-routine, thus if you hold your shares in street name, your broker~~ ~~may not~~ ~~vote your shares for you.~~	NO	~~The frequency that receives the highest number of affirmative votes~~	~~No impact~~	~~No impact~~

Name	Fees Earned or Paid in Cash⁽¹⁾		Option Awards⁽²⁾		Total
Kevin Comcowich	$	90,500	$	87,500	$	178,000
Dr. Albert Bolles	$	44,500	$	30,000	$	74,500
Lilian Shackelford Murray	$	59,500	$	32,500	$	92,000
Gregory Waller	$	64,000	$	30,000	$	94,000
Amy Yoder	$	56,000	$	30,000	$	86,000

Director Name	Option Grant Date	Number of Options Outstanding			Option Exercise Price Per Share ($)(1)		Option Expiration Date
Kevin Comcowich	10/30/2016		2,396	(2)	$	34.40	10/30/2026
	6/7/2017		3,018	(2)	$	14.60	6/7/2027
	6/6/2018		7,476	(2)	$	10.80	6/6/2028
	6/3/2019		16,128	(2)	$	5.04	6/3/2029
	6/1/2020		21,320	(3)	$	3.69	6/1/2030
	7/8/2020		5,273	(6)	$	3.73	7/8/2030
Albert D. Bolles	5/12/2018		8,210	(4)	$	9.16	5/12/2028
	6/6/2018		3,204	(2)	$	10.80	6/6/2028
	6/3/2019		6,912	(2)	$	5.04	6/3/2029
	6/1/2020		9,137	(3)	$	3.69	6/1/2030
Lilian Shackelford Murray	6/6/2018		6,408	(5)	$	10.80	6/6/2028
	6/3/2019		6,912	(2)	$	5.04	6/3/2029
	6/1/2020		9,137	(3)	$	3.69	6/1/2030
	7/8/2020		753	(6)	$	3.73	7/8/2030
Gregory D. Waller	6/7/2017		5,969	(2)	$	14.60	6/7/2027
	6/6/2018		3,204	(2)	$	10.80	6/6/2028
	6/3/2019		6,912	(2)	$	5.04	6/3/2029
	6/1/2020		9,137	(3)	$	3.69	6/1/2030
Amy Yoder	8/7/2017		10,123	(2)	$	8.60	8/7/2027
	6/6/2018		3,204	(2)	$	10.80	6/6/2028
	6/3/2019		6,912	(2)	$	5.04	6/3/2029
	6/1/2020		9,137	(3)	$	3.69	6/1/2030


Proposed Ratio (Old Common Stock: New Common Stock)	Percentage Reduction in Outstanding Common Stock	Approximate Number of Shares of Common Stock to be Outstanding after the Reverse Stock Split
10:1	90.00%	[●]
11:1	90.91%	[●]
12:1	91.67%	[●]
13:1	92.31%	[●]
14:1	92.86%	[●]
15:1	93.33%	[●]
16:1	93.75%	[●]
17:1	94.12%	[●]
18:1	94.44%	[●]
19:1	94.74%	[●]
20:1	95.00%	[●]
21:1	95.24%	[●]
22:1	95.45%	[●]
23:1	95.65%	[●]
24:1	95.83%	[●]
25:1	96.00%	[●]
26:1	96.15%	[●]
27:1	96.30%	[●]


Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐


	Page

QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ~~ANNUAL~~SPECIAL MEETING		2

~~DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE~~			10
~~Executive Officers and Directors~~PROPOSAL ONE: REVERSE STOCK SPLIT		10
~~Non-Director Executive Officers~~			10
~~Nominees for Director~~			11
~~Other Non-Employee Directors~~		11
~~Board Composition~~PROPOSAL TWO: ADJOURNMENT OF SPECIAL MEETING		12
~~Board Meetings and Director Communications~~			13
~~Director Independence~~			13
~~Board Committees~~			14
~~Considerations in Evaluating Director Nominees~~			16
~~Board Leadership Structure~~			16
~~Board’s Role in Risk Oversight~~			17
~~Non-Employee Director Compensation~~			17
~~Non-Employee Director Compensation Policy~~			18
~~Section 16(a) Beneficial Ownership Reporting Compliance~~			1920

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		2021

~~EXECUTIVE COMPENSATION~~			22
~~Processes and Procedures for Compensation Decisions~~			22
~~2020 Summary Compensation Table~~			22
~~Executive Employment Arrangements~~			23
~~Outstanding Equity Awards at Fiscal Year-End~~			25

~~EQUITY BENEFIT AND STOCK PLANS~~			26

~~LIMITATION OF LIABILITY AND INDEMNIFICATION MATTERS~~			28

~~CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS~~			30
~~Policies and Procedures for Related Party Transactions~~			30

~~COMMUNICATIONS WITH OUR BOARD OF DIRECTORS~~			31

~~AUDIT COMMITTEE REPORT~~			32

~~PROPOSAL ONE: ELECTION OF DIRECTORS~~			33

~~PROPOSAL TWO: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS~~		34

~~PROPOSAL THREE: ADVISORY VOTE ON EXECUTIVE COMPENSATION~~		36

~~PROPOSAL FOUR: ADVISORY VOTE ON THE FREQUENCY OF THE ADVISORY, NON-BINDING VOTE ON EXECUTIVE COMPENSATION~~		37

~~ANNUAL REPORTS~~		38

OTHER MATTERS	23
	39
WHERE YOU CAN FIND ADDITIONAL INFORMATION	23

ANNEX A—FORM OF REVERSE STOCK SPLIT AMENDMENT	A-1

~~Name~~	~~Age~~	~~Position~~
~~Matthew T. Plavan~~	57	~~President, Chief Executive Officer, and Director~~
~~Pamela Haley~~	50	~~Chief Financial Officer~~
~~Randall Shultz~~	45	~~Chief Technology Officer~~
~~Kevin Comcowich~~	52	~~Chair of the Board of Directors~~
~~Albert D. Bolles, Ph.D.~~	63	~~Director~~
~~Deborah Carosella~~	64	~~Director~~
~~Lilian Shackelford Murray~~	62	~~Director~~
~~Gregory D. Waller~~	71	~~Director~~
~~Amy Yoder~~	54	~~Director~~

~~Audit Committee~~	~~Compensation Committee~~	~~Nominating and Governance Committee~~
~~Gregory D. Waller (chair)~~	~~Lilian Shackelford Murray (chair)~~	~~Amy Yoder (chair)~~
~~Amy Yoder~~	~~Albert D. Bolles, Ph.D.~~	~~Kevin Comcowich~~
~~Lilian Shackelford Murray~~	~~Kevin Comcowich~~	~~Deborah Carosella~~
	~~Gregory D. Waller~~

Board Committee	Chair Fee		Non-Chair Member Fee
Audit Committee	$	18,000	$	7,500
Compensation Committee	$	12,000	$	6,000
Nominating and Governance Committee	$	8,500	$	4,500


28:1	96.43%	[●]
29:1	96.55%	[●]
30:1	96.67%	[●]
31:1	96.77%	[●]
32:1	96.88%	[●]
33:1	96.97%	[●]
34:1	97.06%	[●]
35:1	97.14%	[●]
36:1	97.22%	[●]
37:1	97.30%	[●]
38:1	97.37%	[●]
39:1	97.44%	[●]
40:1	97.50%	[●]

Name of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Shares Outstanding
Named Executive Officers, Directors and Director Nominees:
Matthew T. Plavan (1)		157,002	*
Pamela Haley (2)		39,554	*
Dr. Randall Shultz (3)		39,926
Kevin Comcowich (4)		70,338	*
Dr. Albert Bolles (5)		27,463	*
Lilian Shackelford Murray (6)		30,981	*
Gregory D. Waller (7)		25,222	*
Amy Yoder (8)		29,376	*
All current executive officers and directors as a group (8 persons) (9)		419,862		1.9	%
5% Stockholders:
Moral Compass Corporation (10)		1,125,769		5.3	%
5115 N. Dysart Road, Ste 202 #305 Litchfield Park, AZ 85340
Intracoastal Capital, LLC (11)		1,685,029		7.5	%
245 Palm Trial Delray Beach, FL 33483

Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)			Stock Awards ($)		Option Awards ($)(1)		Non- Equity Incentive Plan Compensation ($)(2)			All Other Compensation ($)			Total ($)
Matthew T. Plavan	2020	$	370,000		—			—	$	325,642	$	98,506			—		$	794,148
President and Chief Executive Officer	2019	$	321,538		—			—	$	105,040	$	154,500	(3)		—		$	581,078
Pamela Haley	2020	$	240,000		—			—	$	171,391	$	31,800			—		$	443,191
Chief Financial Officer	2019	$	212,671		—			—	$	16,564	$	55,800	(4)		—		$	285,035
Randall Shultz	2020	$	244,923	$	12,500	(5)		—	$	158,157	$	15,900	(6)		—		$	431,480
Chief Technology Officer	2019	$	160,096	$	12,500	(5)		—	$	85,500	$	39,200			42,268	(7)	$	339,564
Sarah Reiter	2020	$	210,972		—			—	$	214,241		—			101,942	(9)	$	527,155
Former Chief Commercial Officer	2019	$	268,840	$	12,500	(8)		—	$	94,152	$	80,900			—		$	456,392

	Option Awards
Name and Principal Position	Number of securities underlying unexercised options (#) exercisable(1)		Number of securities underlying unexercised options (#) unexercisable(1)			Option Exercise Price ($)		Option Expiration Date
Matthew T. Plavan		6,250		—	(2)	$	43.80	9/12/2026
President and Chief Executive Officer		7,500		—	(2)	$	120.00	9/12/2026
		7,500		—	(2)	$	160.00	9/12/2026
		1,875		—	(2)	$	240.00	9/12/2026
		1,875		—	(2)	$	300.00	9/12/2026
		10,066		1,184	(3)	$	14.00	6/8/2027
		47,200		—	(2)	$	4.63	9/18/2028
		10,287		15,713	(4)	$	5.04	6/3/2029
		15,830		60,170	(6)	$	4.91	2/3/2030
Pamela Haley		25		—	(2)	$	271.20	1/1/2021
Chief Financial Officer		38		—	(2)	$	271.20	12/31/2022
		125		—	(2)	$	122.40	10/29/2024
		350		—	(2)	$	144.00	2/11/2025
		250		—	(2)	$	42.80	8/18/2026
		4,474		526	(3)	$	14.00	6/8/2027
		8,700		—	(2)	$	4.63	9/18/2028
		1,620		2,480	(4)	$	5.04	6/3/2029
		8,330		31,670	(6)	$	4.91	2/3/2030
Randall Shultz		6,558		8,442	(5)	$	7.00	4/8/2029
Chief Technology Officer		5,620		21,380	(7)	$	4.91	2/3/2030
		2,992		15,008	(8)	$	2.74	4/1/2030

Plan	Shares issuable upon exercise of outstanding plan options, warrants and rights			Weighted-average exercise price of outstanding options, warrants and rights		Shares remaining available for future issuance under equity compensation plans (excluding those reflected in column (a))
	(a)			(b)		(c)
Equity compensation plans approved by security holders (1)		924,815	(2)	$	14.46		262,520	(3)
Equity compensation plans not approved by security holders		811,201	(4)	$	6.70		—
Total		1,736,016		$	16.87		262,520

	Year Ended December 31,
	2020		2019
Audit Fees ⁽¹⁾	$	572,747	$	500,765
Audit-Related Fees		—		—
Tax Fees		—		—
All Other Fees ⁽²⁾	$	1,895	$	1,895
Total	$	574,642	$	502,660