As filed with the Securities and Exchange Commission on August 21, 2019.September 27, 2022.

Registration File No. 333-232858

333-__________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

PRE-EFFECTIVE AMENDMENT NO. 1

TO

FORMForm S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARCADIA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

202 Cousteau Place, Suite 105

Davis, CA 95618

(530) 756-7077

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Rajendra KetkarStanley E. Jacot, Jr.

President and Chief Executive Officer

202 Cousteau Place, Suite 105

Davis, CA 95618

(530) 756-7077

(Name, Address, Including Zip Code,address, including zip code, and Telephone Number, Including Area Code,telephone number, including area code, of Agentagent for Service)service)

Copies to:

Approximate date of commencement of proposed sale to the public:  From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Securities Exchange Act of 1934.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.        ☒☐

CALCULATION OF REGISTRATION FEE

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective.  This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted.

Subject To Completion, Dated August 21, 2019September 27, 2022

Prospectus

ARCADIA BIOSCIENCES, INC.

1,564,054

4,958,631

Common Stock

Pursuant to this prospectus, the selling stockholders identified herein are offering on a resale basis an aggregate of 1,564,0544,958,631 shares of our common stock that are issuable upon the exercise of outstanding warrants to purchase our common stock.preferred investment options. These warrantspreferred investment options were issued in connection with a private placement we completed on June 14, 2019.August 16, 2022.  We will not receive any of the proceeds from the sale by the selling stockholders of the common stock. Upon any exercise of the warrantspreferred investment options by payment of cash, however, we will receive the exercise price of the warrants.preferred investment options.

The selling stockholders may sell or otherwise dispose of the common stock covered by this prospectus in a number of different ways and at varying prices. We provide more information about how the selling stockholders may sell or otherwise dispose of the common stock covered by this prospectus in the section entitled “Plan of Distribution” on page 7.9. Discounts, concessions, commissions and similar selling expenses attributable to the sale of common stock covered by this prospectus will be borne by the selling stockholders. We will pay all expenses (other than discounts, concessions, commissions and similar selling expenses) relating to the registration of the common stock with the Securities and Exchange Commission.

Our common stock is listed on the NASDAQNasdaq Capital Market under the symbol “RKDA.”  On August 20, 2019,September 21, 2022, the last reported sale price of our common stock on the Nasdaq Capital Market was $5.58$0.66 per share.

INVESTING IN OUR SECURITIES INVOLVES RISKS.  YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS”“RISK FACTORS” CONTAINED ON PAGE 21 HEREIN AND IN OUR ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2018,2021, AS WELL AS OUR SUBSEQUENTLY FILED PERIODIC AND CURRENT REPORTS, WHICH WE FILE WITH THE SECURITIES AND EXCHANGE COMMISSION AND ARE INCORPORATED BY REFERENCE INTO THIS PROSPECTUS. YOU SHOULD READ THE ENTIRE PROSPECTUS CAREFULLY BEFORE YOU MAKE YOUR INVESTMENT DECISION.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.  ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is .

TABLE OF CONTENTS

(i)

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus and in any prospectus supplement we may file constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These statements relate to future events concerning our business and to our future revenues, operating results and financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “propose,” “potential” or “continue,” or the negative of those terms or other comparable terminology.

Any forward looking statements contained in this prospectus or any prospectus supplement are only estimates or predictions of future events based on information currently available to our management and management’s current beliefs about the potential outcome of future events. Whether these future events will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results or financial condition will improve in future periods are subject to numerous risks. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss under the heading “Risk Factors” and in other sections of our Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the Securities and Exchange Commission (SEC), as well as in our other reports filed from time to time with the SEC that are incorporated by reference into this prospectus. You should read these factors and the other cautionary statements made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement on Form S-1 that we filed with the SEC using a continuous offering process.

You should read this prospectus and the information and documents incorporated by reference carefully. Such documents contain important information you should consider when making your investment decision. See “Where You Can Find Additional Information” and “Incorporation of Information by Reference” in this prospectus.

You should rely only on the information provided in this prospectus or documents incorporated by reference into this prospectus. We have not authorized anyone to provide you with different information. This prospectus covers offers and sales of our common stock only in jurisdictions in which such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front cover of this prospectus, or that the information contained in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale of a security.

In this prospectus, we refer to Arcadia Biosciences, Inc. as “we,” “us,” “our,” the “Company” or “RKDA.” You should rely only on the information we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus.  We have not authorized anyone to provide you with different information.  No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus.

ABOUT ARCADIA BIOSCIENCES, INC.

We are a consumer-driven, agriculturalproducer and marketer of innovative, plant-based health and wellness products. Our history as a leader in science-based approaches to developing high value crop improvements, primarily in wheat, designed to enhance farm economics by improving the performance of crops in the field, as well as their value as food ingredient company.ingredients, health and wellness products, and their viability for industrial applications, has laid the foundation for our path forward. We aim to create value across the agricultural production and supply chain beginning with enhanced crop productivity for farmers and ultimately to deliver accelerated innovation in nutritional quality consumer foods. We use state of the art gene-editing technology andhave used non-genetically modified advanced breeding techniques to naturally enhancedevelop these proprietary innovations which we are now commercializing through the nutritional qualitysales of grainsseed and oilseeds to address the rapidly evolving trends in consumer healthgrain, food ingredients and nutrition. In addition, we have developed a broad pipeline of high value crop productivity traits designed to enhance farm economics.products, hemp extracts, trait licensing and royalty agreements. Our food, beverage and body case products include GoodWheat™, Zola^®coconut water, ProVault™ topical pain relief and SoulSpring™ bath and body care.

We were founded in 2002, and our principal executive offices are located at 202 Cousteau Place, Suite 105, Davis, CA 95618.  Our telephone number is (530) 756-7077.  Our website is located at www.arcadiabio.com.  Information contained on, or that can be accessed through, our website is not part of this prospectus.

RISK FACTORS

An investment in our common stock involves risks. Prior to making a decision about investing in our common stock, you should consider carefully the risks together with all of the other information contained or incorporated by reference in this prospectus, including any risks in the section entitled “Risk Factors” contained in any supplements to this prospectus and in our Annual Report on Form 10-K for the fiscal year ended December 31, 20182021, and in our subsequent filings with the SEC. Each of the referenced risks and uncertainties could adversely affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our securities.  Additional risks not known to us or that we believe are immaterial may also adversely affect our business, operating results and financial condition and the value of an investment in our securities.

REGISTERED OFFERING AND PRIVATE PLACEMENTCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements in this prospectus and in any prospectus supplement we may file constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements relate to future events concerning our business and to our future revenues, operating results and financial condition.  In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “propose,” “potential” or “continue,” or the negative of those terms or other comparable terminology.

Any forward-looking statements contained in this prospectus or any prospectus supplement are only estimates or predictions of future events based on information currently available to our management and management’s current beliefs about the potential outcome of future events.  Whether these future events will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results or financial condition will improve in future periods are subject to numerous risks.  There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements.  These important factors include those that we discuss under the heading “Risk Factors” and in other sections of our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission (SEC), as well as in our other reports filed from time to time with the SEC that are incorporated by reference into this prospectus.  You should read these factors and the other cautionary statements made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus.  If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements.  We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

USE OF SECURITIESPROCEEDS

On July 14, 2019, we completedWe are registering shares of our common stock pursuant to registration rights granted to the closingselling stockholders. We will not receive any of a registered direct offering with several institutional investors,the proceeds from any sale or Investors, forother disposition of the common stock covered by this prospectus. All proceeds from the sale of the common stock will be paid directly to the selling stockholders. We will receive proceeds upon the cash exercise of the Investment Options for which the underlying Investment Option Shares are being registered hereunder. Assuming full cash exercise of the Investment Options, we would receive proceeds of approximately $4.72 million. We currently intend to use the cash proceeds from any Warrant exercise for working capital and general corporate purposes.  

SELLING STOCKHOLDERS

Registered Offering and Private Placement

On August 12, 2022, we entered into a totalsecurities purchase agreement with an institutional investor relating to (i) the registered offering and sale (“RD Offering”) of 1,489,5752,450,000 shares of our common stock at a purchase price of $1.05876 per share and pre-funded warrants (“Pre-Funded Warrants”) to purchase 2,272,506 shares of common stock at a purchase price of $1.05866 per share of $4.91, for aggregate gross proceeds of $7.31 million.

In acommon stock underlying each such warrant (“RD Offering”) and (ii) the concurrent private placement or (“Private Placement”) of preferred investment options (“Private Placement we sold to the Investors warrants, or Private Placement Warrants, to purchaseInvestment Options”) exercisable for a total of 1,489,5754,722,506 shares of our common stock at(“Investor Option Shares”) with an exercise price of $5.00$0.93376 per share which are exercisable for five and one half years following the closing date. Each Private Placement Warrant was sold at a price of $0.125 per underlying share of common stock, for total gross proceeds of $0.19 million. The closing ofshare.  Subject to certain ownership limitations, the Private Placement occurredInvestment Options are exercisable upon issuance and will expire on June 14, 2019. the 5-year anniversary of the date of issuance.  The RD Offering and the Private Placement closed on August 16, 2022.

H.C. Wainwright & Co., LLC, or Wainwright, served as the sole placement agent for the RD Offering and the Private Placement. In connectionPursuant to an engagement letter, dated August 12, 2022, we issued to designees of Wainwright preferred investment options (“Wainwright Investment Options”, and together with the Private Placement we also issued to certain designees of Wainwright warrants, or Wainwright Warrants,Investment Options, the “Investment Options”), for the purchase of a total of 74,479236,125 shares of our common stock (“Wainwright Investment Option Shares”, and together with the Investor Option Shares, the “Investment Option Shares”) at an exercise price per share of $6.2938 pursuant to the terms of our letter agreement with Wainwright.$1.3235. The Wainwright WarrantsInvestment Options are exercisable for five years from the date of issuance. The

Relationship with the Selling Stockholders

Armistice Capital Master Fund, Ltd. (“Armistice”) was an investor in our registered direct offering and concurrent private placement of warrants that closed on September 10, 2019 (the “September 2019 Offering”), pursuant to which we issued and sold in a registered direct offering an aggregate of 1,318,828 shares underlyingof our common stock at an offering price of $7.5825 per share.  In a concurrent private placement, we issued to the investors, for each share of common stock purchased in the offering, a warrant to purchase one share of common stock. These warrants have an exercise price of $7.52 per share and are exercisable to purchase an aggregate of up to 659,414 shares of our common stock.

Armistice was an investor in our registered direct offering and concurrent private placement of warrants that closed on December 18, 2020 (the “December 2020 Offering”), pursuant to which we issued and sold in a registered direct offering an aggregate of 2,618,658 shares of our common stock at an offering price of $3.055 per share.  In a concurrent private placement, we issued to the investors, for each share of common stock purchased in the offering, a warrant to purchase one share of common stock.  These warrants have an exercise price of $3.00 per share and are exercisable to purchase an aggregate of up to 2,618,658 shares of our common stock.

Each of Michael Vasinkevich, Noam Rubinstein, Craig Schwabe and Charles Worthman are affiliated with Wainwright. Wainwright served as our placement agent in several offerings of our securities within the past three years, including the September 2019 Offering, offerings of our securities occurring in May 2020 and July 2020 (“May and July 2020 Offerings”), the December 2020 Offering, the RD Offering and the Private Placement, Warrantsfor which it received customary cash and warrant compensation. In connection with all of the offerings Wainwright served as a placement agent, each of Michael Vasinkevich, Noam Rubinstein, and Charles Worthman, as a designee of Wainwright, has received warrants or preferred investment options to purchase shares of our common stock.  In connection with the May and July 2020 Offerings, the December 2020 Offering, the RD Offering and the Private Placement, Craig Schwabe, as a designee of Wainwright, Warrants,received warrants or togetherpreferred investment options to purchase shares of our common stock.

Except with respect to the Warrants,foregoing, none of the selling stockholders has, or within the past three years has had, any position, office or material relationship with us.

Information About Selling Stockholder Offering

The shares of common stock being offered by the selling stockholders are being registeredthose issuable to the selling stockholders, upon the exercise of the Investment Options. We are registering the shares of common stock in order to permit the selling stockholders to offer the shares for resale hereunder.from time to time.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are required to file annual, quarterly and special reports, proxy statementsThe table below lists the selling stockholders and other information withregarding the SEC. Our filings with the SEC are also available to the public at the SEC’s Internet web site at http://www.sec.gov.

We have filed a registration statement, of which this prospectus is a part, covering the securities offered hereby. As allowed by SEC rules, this prospectus does not include allownership of the information contained in the registration statement and the included exhibits, financial statements and schedules. You are referred to the registration statement, the included exhibits, financial statements and schedules for further information. This prospectus is qualified in its entiretyshares of common stock by such other information.

We are subject to the information and periodic reporting requirementseach of the Securities Exchange Actselling stockholders. The second column lists the number of 1934, as amended, or the Exchange Act, and, in accordance therewith, file periodic reports, proxy statements and other information with the SEC. Such periodic reports, proxy statements and other information are available to the public over the Internet at the websiteshares of common stock owned by each selling stockholder, based on its ownership of the SEC referred to above. We maintain a website at http://www.arcadiabio.com. The reference to our website address does not constitute incorporation by referenceshares of the information contained on our website,common stock and you should not consider the contentssecurities convertible or exercisable into shares of our website in making an investment decision with respect to our common stock.

INCORPORATION OF INFORMATION BY REFERENCE4

The SEC allows us to “incorporate by reference” the information we file with it, which means that we can disclose important information to you by referring you to those documents. The information we incorporate by reference is an important partstock, as of this prospectus, and certain information that we will later file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below, as well as any future filings made with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act from the date of the initial registration statement and prior to the effectiveness of this registration statement, and any filings made after the date of this prospectus until we sell allSeptember 20, 2022, assuming exercise of the securities underexercisable for shares of common stock held by the selling stockholders on that date, without regard to any limitations on exercises.

The third column lists the shares of common stock being offered by this prospectus except that we do not incorporate any document or portion of a document that was furnished and deemed by the rules of the SEC not to have been filed:

Additionally, all reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, except as to any portion of any report or document that is not deemed filed under such provisions, (i) on or after the initial filing date of the registration statement containing this prospectus and prior to effectiveness of the registration statement and (ii) on or after the date of this prospectus and until the earlier of the date on which all the securities registered hereunder have been sold or the registration statement of which this prospectus is a part has been withdrawn, shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of filing of such reports and other documents. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus. Nothing in this prospectus shall be deemed to incorporate information furnished but not filed with the SEC pursuant to Items 2.02, 7.02 or 9.01 of Form 8-K.

Upon written or oral request, we will provide without charge to each person to whom a copy of the prospectus is delivered a copy of the documents incorporated by reference herein (other than exhibits to such documents, unless such exhibits are specifically incorporated by reference herein). You may request a copy of these filings, at no cost, by writing or telephoning us at the following address: Arcadia Biosciences, Inc., 202 Cousteau Place, Suite 105, Davis, CA 95618, Attention: Corporate Secretary, Telephone (530) 750-7191.

SELLING STOCKHOLDERSselling stockholders.

This prospectus covers the possible resale of the maximum number of Investment Option Shares issuable upon exercise of the Investment Options.  The table below assumes that the outstanding Investment Options and other warrants to purchase shares of common stock were exercised in full as of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading day immediately preceding the applicable date of determination, without regard to any limitations on the exercise of the Investment Options and other warrants. The fourth column assumes the sale of all of the shares offered by the selling stockholders identified inpursuant to this prospectus. The fifth column lists the table belowpercentages of 1,564,054shares of common stock owned by the selling stockholders after this offering, without regard to any limitations on exercises.  

Under the terms of the Investment Options, a selling stockholder may not exercise the Investment Options to the extent such exercise would cause such selling stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would exceed 4.99% of our then outstanding common stock following such exercise, excluding for purposes of such determination shares of common stock issuable upon the exercise of the Warrants.Investment Options, which have not been exercised. The number of shares in the second and fourth columns and the percent ownership in the fifth column do not reflect this limitation. The selling stockholders may sell all, some all or none of their shares in this offering. See “Plan of common stock. We do not know how long the selling stockholders will hold the Warrants, whether any will exercise the Warrants, and upon such exercise, how long such selling stockholders will hold theDistribution.”  The total number of outstanding shares of common stock before selling them, and we currently have no agreements, arrangements or understandings with the selling stockholders regarding the sale of any of the shares.

The following table presents information regarding the selling stockholders and the shares that each may offer and sell from time to time under this prospectus. The table is prepared based on information supplied to us by the selling stockholders without regard to ownership limitations set forth in the applicable agreements or other documents relating to such shares, including (i) all of the shares offered hereby, and (ii) to our knowledge, all other securities held by each of the selling stockholders as of the date hereof, and reflects their respective holdings as of July 15, 2019. Except for theSeptember 20, 2022 was 24,642,960.

* Represents beneficial ownership of shares of capital stock and as described below, each selling stockholder has not had any material relationship with us within the past three years. Beneficial ownership is determined in accordance with Section 13(d) of the Exchange Act and Rule 13d-3 thereunder. The percentage of shares beneficially owned prior to the offering is based on 6,266,994 shares of our common stock actually outstanding as of July 15, 2019.less than one percent.

In addition, our amended and restated bylaws provideprovides that special meetings of the stockholders may be called only by the majority of our board of directors. Stockholders may not call a special meeting, which may delay the ability of our stockholders to force consideration of a proposal or for holders controlling a majority of our capital stock to take any action, including the removal of directors.

Requirements for Advance Notification of Stockholder Nominations and Proposals

Our amended and restated bylaws require advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors, other than nominations made by or at the direction of our board of directors or a committee of our board of directors. These provisions may have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed. These provisions may also discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’sacquirer's own slate of directors or otherwise attempting to obtain control of our company.

Board Classification

Our board of directors is divided into three classes, one class of which is elected each year by our stockholders. The directors in each class will serve three-year terms. A third party may be discouraged from making a tender offer or otherwise attempting to obtain control of us as it is more difficult and time consuming for stockholders to replace a majority of the directors on a classified board.

No Cumulative Voting

Our amended and restated certificate of incorporation and amended and restated bylaws does not permit cumulative voting in the election of directors. Cumulative voting allows a stockholder to vote a portion or all of its shares for one or more candidates for seats on the board of directors. Without cumulative voting, a minority stockholder may not be able to gain as many seats on our board of directors as the stockholder would be able to gain if cumulative voting were permitted. The absence of cumulative voting makes it more difficult for a minority stockholder to gain a seat on our board of directors to influence our board’sboard's decision regarding a takeover.

Amendment of Charter and Bylaws Provisions

The amendment of the above provisions of our amended and restated certificate of incorporation requires approval by holders of at least two-thirds of our outstanding capital stock entitled to vote generally in the election of directors. The amendment of our bylaws requires approval by the holders of at least two-thirds of our outstanding capital stock entitled to vote generally in the election of directors.

Delaware Anti-Takeover Statute

We are subject to the provisions of Section 203 of the Delaware General Corporate Law, or DGCL regulating corporate takeovers. In general, Section 203 prohibits a publicly-held Delaware corporation from engaging, under certain circumstances, in a business combination with an interested stockholder for a period of three years following the date the person became an interested stockholder unless:

Generally, a business combination includes a merger, asset or stock sale, or other transaction resulting in a financial benefit to the interested stockholder. An interested stockholder is a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested stockholder status, did own 15% or more of a corporation’scorporation's outstanding voting stock. We expect the existence of this provision to have an anti-takeover effect with respect to transactions our board of directors does not

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approve in advance. We anticipate that Section 203 may also discourage attempts that might result in a premium over the market price for the shares of common stock held by stockholders.

The provisions of Delaware law and the provisions of our amended and restated certificate of incorporation and amended and restated bylaws, as amended upon the completion of this offering, could have the effect of discouraging others from attempting hostile takeovers and, as a consequence, they might also inhibit temporary fluctuations in the market price of our common stock that often result from actual or rumored hostile takeover attempts. These provisions might also have the effect of preventing changes in our management. It is possible that these provisions could make it more difficult to accomplish transactions that stockholders might otherwise deem to be in their best interests.

Forum Selection

Our amended and restated certificate of incorporation provides that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware is the sole and exclusive forum for:

These exclusive-forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers or other employees, which may discourage lawsuits against us and our directors, officers and other employees. Furthermore, the enforceability of similar choice of forum provisions in other companies’ charter documents has been challenged in legal proceedings, and it is possible that a court could find these types of provisions to be inapplicable or unenforceable. If a court were to find either exclusive-forum provision in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving the dispute in other jurisdictions, which could harm our business.

These exclusive-forum provisions are not intended to apply to any causes of action arising under the Securities Act of 1933, as amended (“Securities Act”) or the Securities Exchange Act of 1934, as amended (“Exchange Act”) or any other claim for which the federal courts have exclusive jurisdiction.

Listing

Our common stock is listed on the NASDAQNasdaq Capital Market under the symbol “RKDA”.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company.

USE OF PROCEEDS

We are registering shares of our common stock pursuant to registration rights granted to the selling stockholders. We will not receive any of the proceeds from any sale or other disposition of the common stock covered by this prospectus. All proceeds from the sale of the common stock will be paid directly to the selling stockholders. We will receive proceeds upon the cash exercise of the Warrants for which the underlying Warrant shares are being registered hereunder. Assuming full cash exercise of the Warrants, we would receive proceeds of approximately $7,916,631. We currently intend to use the cash proceeds from any Warrant exercise for working capital and general corporate purposes.

PLAN OF DISTRIBUTION

The selling stockholders includingand any of their transferees, donees, pledgees, assignees and successors-in-interest may, from time to time, sell transfer or otherwise dispose of any or all of the shares of common stock offered by this prospectus from time to timecovered hereby on the Nasdaq Capital Market or any other stock exchange, market or trading facility on which the shares arecommon stock is traded or in private transactions. These dispositionssales may be at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market price, at varying prices determined at the time of sale or at negotiated prices. TheA selling stockholdersstockholder may use any one or more of the following methods when selling shares:shares of common stock:

We will not receive any proceeds fromsale (including by compliance with Rule 172 under the sale of the shares by the selling stockholders.Securities Act).

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LEGAL MATTERSMATTERS

Weintraub Tobin Chediak Coleman Grodin Law Corporation will pass upon legal matters in connection with the validity of the common stock offered hereby.

EXPERTS

The consolidated financial statements of Arcadia Biosciences, Inc. as of December 31, 2021 and 2020, and for each of the two years in the period ended December 31, 2021, incorporated by reference in this Prospectus, by reference from the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, have been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is incorporated herein by reference (which report expresses an unqualified opinion on the consolidatedreport. Such financial statements and includes an explanatory paragraph regarding the our ability to continue as a going concern). Such consolidated financial statements have been soare incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.  

The consolidated financial statements of Rever Holdings, LLC for the year ended December 31, 2020, and the related notes for such financial statements have been audited by Armanino LLP, independent certified public accountants, as stated in their report, and are incorporated in this Prospectus by reference to the Company’s Current Report on Form 8-K/A filed with the SEC on August 2, 2021. Such financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts in accounting and auditing.

The financial statements for the Coconut Water Line of LiveZola, LLC for the year ended December 31, 2020, and the related notes for such financial statements have been audited by CohnReznick LLP, independent auditors, as stated in their report, and are incorporated in this Prospectus by reference to the Company’s Current Report on Form 8-K/A filed with the SEC on August 2, 2021. Such financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

INTERESTS OF NAMED EXPERTS AND COUNSEL

Except as noted below, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the securities was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

On April 15, 2019, we issued two warrants to a consulting entity to purchase up to 100,000 and 45,154 shares of our common stock, respectively. Each warrant has an exercise price per share of $6.18 and has a term of 5 years.

On June 14, 2019, we issued and sold to five investors warrants to purchase a total of 1,489,575 shares of common stock at a total price of $186,197. The warrants have an exercise price per share of $5.00 and terms of five and one-half years. We also issued to the placement agent in this transaction warrants to purchase a total of 74,479 shares of common stock, which warrants have an exercise price per share of $6.2938 and terms of 5 years.

On July 31, 2019, we issued a warrant to a consulting entity to purchase up to 10,000 shares of our common stock. The warrant has an exercise price per share of $2.19 and a term of 2 years.

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On August 5, 2019, we issued two warrants to consulting entities, each to purchase up to 10,000 shares of our common stock. Each warrant has an exercise price per share of $1.92 and a term of 2 years.

On September 10, 2019, we issued and sold to two investors warrants to purchase a total of 659,414 shares of common stock at a total price of $82,426. The foregoing transactions were exempt from registration underwarrants have an exercise price per share of $7.52 and terms of five and one-half years. We also issued to the Securities Act pursuantplacement agent in this transaction warrants to Rule 506purchase a total of Regulation D promulgated under the Securities Act.65,942 shares of common stock, which warrants have an exercise price per share of $9.4781 and terms of 5 years.

On February 3, 2020, we issued a warrant to an independent contractor entity to purchase up to 10,000 shares of our common stock. The warrant has an exercise price per share of $4.91 and a term of 2 years.

On February 12, 2020, we issued a warrant to a non-affiliated third party entity in connection with a professional services agreement to purchase up to 150,000 shares of our common stock. The warrant has an exercise price per share of $4.71 and a term of 2 years.

On March 21, 2020, we issued a warrant to a non-affiliated third party entity in connection with a professional services agreement to purchase up to 18,350 shares of our common stock. The warrant has an exercise price per share of $2.50 and a term of 3 years.

In May 2020, we reduced to $4.90 the per share exercise price of outstanding warrants to purchase 1,392,345 shares of our common stock and issued 1,392,345 shares of our common stock upon exercise of these warrants at this new exercise price.  As consideration for the exercise of these warrants, we issued new warrants to purchase 1,392,345 shares of common stock at an exercise price of $4.775 per share and with an exercise period of five years from the date of issuance.  We also issued to the placement agent in this transaction warrants to purchase a total of 69,617 shares of our common stock that have an exercise price per share equal to $6.125 and terms of five years.

In July 2020, we reduced to $3.975 the per share exercise price of outstanding warrants to purchase 641,416 shares of our common stock and issued 641,416 shares of common stock upon exercise of these warrants at this new exercise price.  As consideration for the exercise of these warrants, we issued new warrants to purchase 641,416 shares of our common stock at an exercise price of $3.85 per share and with an exercise period of five and one-half years from the date of issuance.  We also issued to the placement agent in this transaction warrants to purchase a total of 32,071 shares of our common stock that have an exercise price per share equal to $4.969 and terms of five and one-half years.

In August 2020, as consideration paid by us to acquire Industrial Seed Innovations (ISI), we issued 132,626 shares of our common stock to the former shareholders of ISI and agreed to issue up to a total of 265,252 additional shares of our common stock to these former shareholders if certain milestones are satisfied in 2021 and 2022.

On December 18, 2020, we issued and sold to certain institutional investors warrants to purchase a total of 2,618,658 shares of our common stock for a purchase price of $0.125 per underlying share.  The per share exercise price of these warrants is $3.00 per share and a term of these warrants is five and one-half years from the date of issuance.

On January 25, 2021, we issued and sold to certain institutional investors 7,876,784 shares of our common stock at a purchase price of $3.1925 per share and warrants exercisable for an aggregate of 3,938,392 shares of our common stock with an exercise price of $3.13 per share. The Warrants are exercisable upon issuance and expire five and one-half years from the date of issuance.

On May 17, 2021, we issued 827,401 shares of our common stock as partial payment to TPCO US Holdings, LLC for the acquisition of assets from Eko Holdings, LLC, Lief Holdings, LLC, and Live Zola, LLC.

On July 29, 2021, we issued 10,000 shares of our common stock to a warrant holder upon the cash exercise of a warrant with an exercise price per share of $2.19.

On August 4, 2021, we issued 4,000 shares of common stock to two warrant holders. The warrant holders utilized a cashless net exercise (based on a common stock price of $2.37 per share on the date of exercise) of a total of 20,000 warrants, each with an exercise price per share of $1.92.

On August 16, 2022, in connection with the registered offer and sale of our common stock and pre-funded warrants to an institutional investor, we issued and sold to that investor in a private placement a preferred investment option to warrant to purchase a total of 4,722,506 shares of our common stock. The preferred investment options have an exercise price per share of $0.93376 and terms of five years. We also issued to the placement agent in this transaction preferred investment options to purchase a total of

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236,125 shares of our common stock, which preferred investment options have an exercise price per share of $1.3235 and terms of 5 years.

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(b)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c)The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed to be part of this registration statement as of the time it was declared effective.

(d)The undersigned registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described in Item 15 above, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Pre-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Davis, State of California, on this 21st27th day of August, 2019.September 2022.

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Stanley E. Jacot, Jr. and Pamela Haley, his or her true and lawful attorney-in-fact and agent with full power of substitution and re-substitution, for him/her and in his name, place and stead, in any and all capacities to sign any or all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming that said attorney-in-fact and agent, or any substitute or substitutes for him or her, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Pre-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

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