Arcadia Biosciences, Inc. — Regulatory Filings 2016

Mar 8, 2016

S-8 1 d146939ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on March 8, 2016

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

ARCADIA BIOSCIENCES, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

81-0571538

(IRS Employer Identification No.)

202 Cousteau Place, Suite 105

Davis, CA 95618

(Address of Principal Executive Offices) (Zip Code)

2015 Omnibus Equity Incentive Plan

2015 Employee Stock Purchase Plan

(Full title of the plan)

Roger J. Salameh

Interim President and Chief Executive Officer

202 Cousteau Place, Suite 105

Davis, CA 95618

(530) 756-7077

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Wendy S. Neal, Esq. Vice President & Chief Legal Officer 4222 East Thomas Road, Suite 320 Phoenix, AZ 85018 Christopher J. Austin, Esq. Michael J. Hopp, Esq. Orrick, Herrington & Sutcliffe LLP The Orrick Building 405 Howard Street San Francisco, CA 94105

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨ (Do not check if a smaller reporting company)	Smaller reporting company	x

CALCULATION OF REGISTRATION FEE

| Title of Securities To Be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee | | --- | --- | --- | --- | --- | | Common Stock, $0.0001 Par Value | 437,500(2) | $2.36(4) | $1,032,500.00 | $103.97 | | Common Stock, $0.0001 Par Value | 1,650,000(3) | $2.78(5) | $4,587,000.00 | $461.91 |

(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “ Securities Act ”), this registration statement shall also cover any additional shares of the Registrant’s common stock that become issuable under the 2015 Employee Stock Purchase Plan (the “ ESPP ”) or the 2015 Omnibus Equity Incentive Plan (the “ 2015 Plan ”) by reason of any stock dividend, stock split, recapitalization or similar transactions.

(2) Represents 437,500 additional shares of common stock authorized as of January 1, 2016 under the evergreen provision of the ESPP.

(3) Represents 1,650,000 additional shares of common stock authorized as of January 1, 2016 under the evergreen provision of the 2015 Plan.

(4) Estimated in accordance with Rules 457(c) and (h) under the Securities Act, solely for the purpose of computing the amount of the registration fee and is equal to 85% of $2.78, the average of the high and low sales price of a share of the registrant’s common stock as reported on The NASDAQ Global Market on March 2, 2016. Pursuant to the ESPP, shares are sold at 85% of the lesser of the fair market value of such shares on the first trading day of the offering period and the last trading day of the purchase period.

(5) Estimated solely for the purpose of calculating the registration fee in accordance with Rules 457(c) and (h) promulgated under the Securities Act, based upon the average of the high and low prices of the registrant’s common stock as reported on The NASDAQ Global Market on March 2, 2016.

REGISTRATION OF ADDITIONAL SECURITIES

PURSUANT TO GENERAL INSTRUCTION E

Pursuant to General Instruction E to Form S-8, this Registration Statement is being filed for the purpose of registering an additional (i) 437,500 shares of the Registrant’s common stock available to be issued pursuant to the Registrant’s 2015 Employee Stock Purchase Plan and (ii) 1,650,000 shares of the Registrant’s common stock available to be issued pursuant to the Registrant’s 2015 Omnibus Equity Incentive Plan, which are the same class as those securities previously registered on an effective Form S-8 filed with the Securities and Exchange Commission on May 15, 2015 (File No. 333-204215) (the “2015 Registration Statement”), and the contents of the 2015 Registration Statement, as amended, or as modified or superseded pursuant to Rule 412 under the Securities Act, is incorporated by reference into this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Exhibits

See Index to Exhibits at the end of this Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on this 8th day of March, 2016.

ARCADIA BIOSCIENCES, INC.
By:	/s/ Wendy S. Neal
Name:	Wendy S. Neal
Title:	Vice President and Chief Legal Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Steven F. Brandwein and Wendy S. Neal, and each of them, as attorneys-in-fact, each with the power of substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ ROGER J.
SALAMEH	Interim President and Chief Executive Officer
Roger J. Salameh	(principal executive officer)	March 8, 2016
/s/ STEVEN F.
BRANDWEIN	Interim Chief Financial Officer
Steven F. Brandwein	(principal financial and accounting officer)	March 8, 2016
/s/ DARBY E.
SHUPP
Darby E. Shupp	Director	March 8, 2016
/s/ MATTHEW A.
ANKRUM
Matthew A. Ankrum	Director	March 8, 2016
/s/ UDAY GARG
Uday Garg	Director	March 8, 2016
/s/ GEORGE F.J.
GOSBEE
George F.J. Gosbee	Director	March 8, 2016
/s/ VIC C.
KNAUF
Vic C. Knauf	Director	March 8, 2016
/S/ JAMES R.
REIS
James R. Reis	Director	March 8, 2016
/s/ RAJIV
SHAH
Rajiv Shah	Director	March 8, 2016

EXHIBIT INDEX

The following documents are filed as exhibits to this Registration Statement.

Exhibit No.	Description of Exhibit
5.1	Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1	Consent of Deloitte & Touche LLP, independent registered public accounting firm.
23.2	Consent of Orrick, Herrington & Sutcliffe LLP (included in Exhibit 5.1).
24.1	Power of attorney (included in the signature page to this Registration Statement).