Arcadia Biosciences Inc

This proposal asks shareholders to approve, under Nasdaq Listing Rule 5635(d), the potential issuance of up to the shares issuable upon exercise of the Series A‑1 Options issued in a June 12, 2026 private placement. Management executed the Private Placement to raise approximately $4.0 million of gross proceeds to address working capital needs given limited cash on hand, and the Purchase Agreement requires prompt stockholder approval to permit exercise of the Series A‑1 Options; without approval the Series A‑1 Options cannot be exercised and the Company would not receive up to roughly $3.5 million of potential additional cash proceeds. The Series A‑1 Options have a $0.91 exercise price and include beneficial ownership limits (4.99% or 9.99% as elected) and cashless exercise mechanics if no effective resale registration statement is available. Nasdaq attribution rules would treat the Options as dilutive unless they are ineligible for exercise until stockholder approval is obtained, so approval is a technical condition to maintain the private placement economics and to enable the Company to receive cash upon exercise. If approved, holders could exercise and dilute existing holders by up to the stated amount, which creates an overhang risk and potential downward pressure on the share price; if not approved, the Company loses near-term access to the potential $3.5 million and must re-solicit approvals periodically, increasing transaction costs and uncertainty. The Board recommends approval on the basis that the transaction provided necessary near-term financing on terms the Board deemed favorable given alternatives, and stockholder approval facilitates the realization of those financing proceeds and compliance with Nasdaq rules.

The Plan Proposal asks shareholders to approve a new 2026 Omnibus Equity Incentive Plan that would replace the expired 2015 Plan and authorize an initial reserve of 400,000 shares (with a built‑in annual increase mechanism equal to the lesser of 4% of outstanding shares or a Board‑set lower amount), enabling the Company to grant incentive and non‑statutory options, RSUs, restricted stock, SARs and performance awards. Management frames the proposal as essential to attract, retain and motivate employees, directors and consultants in a competitive labor market and to align management incentives with stockholder value; approval is also required by Nasdaq to permit issuance of incentive stock options and to satisfy listing standards for equity plans. If stockholders reject the Plan, the Company would have limited or no stockholder‑approved share authority to grant meaningful equity awards (apart from limited exceptions) and could face increased cash compensation pressures or difficulty retaining talent, which management says could materially harm operations. The Plan contains standard anti‑dilution adjustments, vesting and change‑in‑control provisions, and safeguards for tax compliance (including Section 409A and 162(m) considerations). The Board recommends approval, citing the importance of equity compensation to recruitment, retention and long‑term alignment and noting the 2026 Plan’s enumerated guardrails (share recycling, limits, and administrator discretion) intended to protect stockholders from excessive dilution.

This proposal asks stockholders to approve an amendment authorizing the Board to implement, at its discretion and prior to June 30, 2027, a reverse stock split of common stock at any ratio between 1‑for‑2 and 1‑for‑10. Management’s stated rationale is remedial: the Company received a Nasdaq deficiency notice for failing to meet the $1.00 minimum bid price and the Board believes a reverse split may raise the per‑share trading price sufficiently to regain compliance during the available cure period; the Board retains discretion to select the ratio and whether to proceed based on market conditions and other factors at the time. If the reverse split is implemented it will proportionately reduce outstanding shares and increase per‑share figures (including exercise prices of options/warrants) and could create fractional‑share treatment rules; it would not change holders’ percentage ownership except for rounding of fractional shares. The principal risks are that a reverse split may not sustain an increased price, may depress liquidity and marketability, could create odd‑lot holdings that are more costly to trade, and could be viewed negatively by the market; conversely, it could help retain Nasdaq listing and avoid delisting consequences that would materially harm liquidity and value. Because the proposal grants the Board broad discretion over timing and ratio, shareholders are being asked to approve a range of potential outcomes in advance rather than a single fixed ratio.

This advisory "say‑on‑pay" proposal asks shareholders to approve, on a nonbinding basis, the disclosed compensation of the named executive officers. It is not binding on the Board but provides a signal to the Compensation Committee about stockholder sentiment regarding pay philosophy, structure and outcomes; the Company states it will consider the vote’s result when making future compensation decisions. The Company frames its program as aligned with long‑term stockholder interests, and the vote covers overall pay rather than any single element; it uses standard disclosure required by the SEC. A FOR vote supports current compensation policies and provides the Committee with a mandate to continue current practices; a negative vote would typically trigger engagement and potential changes to program design, performance metrics, or disclosure. Given its advisory nature, the proposal’s practical effect depends on the magnitude of support or opposition and the Board’s subsequent responsiveness.

This management proposal asks shareholders to authorize the Chair and proxies voted in favor by the Board to adjourn or postpone the Meeting, if necessary, to solicit additional proxies to obtain approval of the Issuance Proposal or Reverse Split Proposal. The mechanics allow the Company to extend the meeting without a new record date (subject to prescribed limits) and continue outreach to stockholders to change votes in favor; the Board argues this preserves the ability to obtain approvals for critical proposals that affect financing and listing status. The practical effect is procedural: it gives management discretion to avoid a failed vote outcome by extending solicitation time, but it can be used strategically to re-solicit for approval and thereby increase costs and delay finality. Shareholders opposing substantive measures should be aware that an approved adjournment could allow further persuasion efforts and further proxy solicitations. The Board recommends FOR to preserve flexibility to seek required approvals and to protect the Company’s capital and listing interests.