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Arcadia Biosciences, Inc. – ‘10-Q’ for 3/31/22 – ‘EX-10.1’

On:  Thursday, 5/12/22, at 4:59pm ET   ·   For:  3/31/22   ·   Accession #:  950170-22-9747   ·   File #:  1-37383

Previous ‘10-Q’:  ‘10-Q’ on 11/15/21 for 9/30/21   ·   Next:  ‘10-Q’ on 8/11/22 for 6/30/22   ·   Latest:  ‘10-Q’ on 11/9/23 for 9/30/23   ·   9 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/12/22  Arcadia Biosciences, Inc.         10-Q        3/31/22   82:11M                                    Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML    838K 
 2: EX-10.1     Material Contract                                   HTML     40K 
 3: EX-31.1     Certification -- §302 - SOA'02                      HTML     29K 
 4: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 5: EX-32.1     Certification -- §906 - SOA'02                      HTML     26K 
 6: EX-32.2     Certification -- §906 - SOA'02                      HTML     26K 
12: R1          Document and Entity Information                     HTML     78K 
13: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    139K 
14: R3          Condensed Consolidated Balance Sheets               HTML     35K 
                (Parenthetical) (Unaudited)                                      
15: R4          Condensed Consolidated Statements of Operations     HTML    120K 
                and Comprehensive (Loss) Income (Unaudited)                      
16: R5          Condensed Consolidated Statements of Stockholders'  HTML    101K 
                Equity (Unaudited)                                               
17: R6          Condensed Consolidated Statements of Cash Flows     HTML    133K 
                (Unaudited)                                                      
18: R7          Description of Business and Basis of Presentation   HTML     46K 
19: R8          Recent Accounting Pronouncements                    HTML     46K 
20: R9          Inventory                                           HTML     47K 
21: R10         Property and Equipment, Net                         HTML     71K 
22: R11         Investments and Fair Value Instruments              HTML    214K 
23: R12         Arcadia Wellness Acquisition                        HTML     91K 
24: R13         Intangible Assets, Net                              HTML    134K 
25: R14         Consolidated Joint Venture                          HTML     32K 
26: R15         Collaborative Arrangements                          HTML     29K 
27: R16         Leases                                              HTML    100K 
28: R17         Equity Financing                                    HTML     68K 
29: R18         Warrants                                            HTML    256K 
30: R19         Stock-Based Compensation and Employee Stock         HTML    122K 
                Purchase Program                                                 
31: R20         Income Taxes                                        HTML     34K 
32: R21         Commitment and Contingencies                        HTML     47K 
33: R22         Net (Loss) Income per Share                         HTML     85K 
34: R23         Related-Party Transactions                          HTML     36K 
35: R24         Subsequent Events                                   HTML     26K 
36: R25         Description of Business and Basis of Presentation   HTML     48K 
                (Policies)                                                       
37: R26         Inventory (Tables)                                  HTML     44K 
38: R27         Property and Equipment, Net (Tables)                HTML     62K 
39: R28         Investments and Fair Value Instruments (Tables)     HTML    213K 
40: R29         Arcadia Wellness Acquisition (Tables)               HTML     77K 
41: R30         Intangible Assets, Net (Tables)                     HTML    134K 
42: R31         Leases (Tables)                                     HTML     95K 
43: R32         Warrants (Tables)                                   HTML    257K 
44: R33         Stock-Based Compensation and Employee Stock         HTML     94K 
                Purchase Program (Tables)                                        
45: R34         Net Loss per Share (Tables)                         HTML     84K 
46: R35         Description of Business and Basis of Presentation   HTML     55K 
                - Additional Information (Detail)                                
47: R36         Recent Accounting Pronouncements - Additional       HTML     66K 
                Information (Detail)                                             
48: R37         Inventory - Additional Information (Detail)         HTML     25K 
49: R38         Inventory - Summary of Inventories (Detail)         HTML     30K 
50: R39         Property and Equipment, Net - Summary of Property   HTML     46K 
                and Equipment, Net (Detail)                                      
51: R40         Property and Equipment, Net - Additional            HTML     40K 
                Information (Detail)                                             
52: R41         Investments and Fair Value Instruments - Summary    HTML     31K 
                of Amortized Cost and Fair Value of Investment                   
                Securities Portfolio (Detail)                                    
53: R42         Investments and Fair Value Instruments -            HTML     26K 
                Additional Information (Detail)                                  
54: R43         Investments and Fair Value Instruments - Summary    HTML     32K 
                of Fair Value of Investments Securities (Detail)                 
55: R44         Investments and Fair Value Instruments - Summary    HTML     53K 
                of Changes in Fair Value and Other Adjustments of                
                Liabilities (Detail)                                             
56: R45         Industrial Seed Innovations Acquisition -           HTML     52K 
                Additional Information (Detail)                                  
57: R46         Arcadia Wellness Acquisition - Additional           HTML     88K 
                Information (Detail)                                             
58: R47         Arcadia Wellness Acquisition - Schedule of          HTML     45K 
                Allocation Purchase Price of Assets Acquired at                  
                Fair Value at Acquisition Date (Detail)                          
59: R48         Arcadia Wellness Acquisition - Schedule of          HTML     37K 
                Unaudited Pro-forma Condensed Consolidated Results               
                of Operations (Detail)                                           
60: R49         Intangible Assets, Net - Schedule of Intangible     HTML     47K 
                Assets, Net (Detail)                                             
61: R50         Intangible Assets, Net - Schedule of Intangible     HTML     26K 
                Assets, Net (Parenthetical) (Detail)                             
62: R51         Intangible Assets, Net - Additional Information     HTML     30K 
                (Detail)                                                         
63: R52         Intangible Assets, Net - Schedule of Future         HTML     39K 
                Amortization of Intellectual Property and Customer               
                Lists (Detail)                                                   
64: R53         Consolidated Joint Venture - Additional             HTML     40K 
                Information (Detail)                                             
65: R54         Collaborative Arrangements - Additional             HTML     27K 
                Information (Detail)                                             
66: R55         Leases - Additional Information (Detail)            HTML     33K 
67: R56         Leases - Schedule of Leases (Detail)                HTML     57K 
68: R57         Equity Financing - Additional Information (Detail)  HTML    142K 
69: R58         Warrants - Summary of Warrants Issued to Purchase   HTML     98K 
                Common Stock (Detail)                                            
70: R59         Warrants - Summary of Warrants Issued to Purchase   HTML     29K 
                Common Stock (Parenthetical) (Detail)                            
71: R60         Stock-Based Compensation and Employee Stock         HTML     99K 
                Purchase Program - Additional Information (Detail)               
72: R61         Stock-Based Compensation and Employee Stock         HTML     57K 
                Purchase Program - Summary of Activity Under Stock               
                Incentive Plans (Detail)                                         
73: R62         Stock-Based Compensation and Employee Stock         HTML     33K 
                Purchase Program - Weighted-Average Fair Value                   
                Assumption of Stock Option Awards (Detail)                       
74: R63         Income Taxes - Additional Information (Detail)      HTML     30K 
75: R64         Commitments and Contingencies - Additional          HTML     70K 
                Information (Detail)                                             
76: R65         Net (Loss) Income per Share - Summary of            HTML     60K 
                Computation of Basic and Diluted Net Income Per                  
                Common Share (Detail)                                            
77: R66         Related-Party Transactions - Additional             HTML     49K 
                Information (Detail)                                             
80: XML         IDEA XML File -- Filing Summary                      XML    149K 
78: XML         XBRL Instance -- rkda-20220331_htm                   XML   2.81M 
79: EXCEL       IDEA Workbook of Financial Reports                  XLSX     97K 
 8: EX-101.CAL  XBRL Calculations -- rkda-20220331_cal               XML    190K 
 9: EX-101.DEF  XBRL Definitions -- rkda-20220331_def                XML    917K 
11: EX-101.LAB  XBRL Labels -- rkda-20220331_lab                     XML   1.55M 
10: EX-101.PRE  XBRL Presentations -- rkda-20220331_pre              XML   1.20M 
 7: EX-101.SCH  XBRL Schema -- rkda-20220331                         XSD    224K 
81: JSON        XBRL Instance as JSON Data -- MetaLinks              460±   703K 
82: ZIP         XBRL Zipped Folder -- 0000950170-22-009747-xbrl      Zip    246K 


‘EX-10.1’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]



  EX-10.1  

 

Exhibit 10.1

img5370606_0.jpg 

 

 

 

January 31, 2022

 

Stan Jacot

[***Address Redacted***]

 

Dear Stan:

 

On behalf of Arcadia Biosciences, Inc., henceforth the Company,” it is my pleasure to offer you the position of Chief Executive Officer. This letter constitutes the entire agreement relating to the terms of your employment, except for the Confidentiality and Invention Assignment Agreement between you and the Company (which must be executed as a condition of your employment), and the Severance and Change in Control Agreement between you and the Company, to be dated the Effective Date. The terms set forth below shall be effective as of your date of hire, which is anticipated to be 2/2/2022 (the “Effective Date”), conditioned upon such approval.

Title and Base Salary. Your title will be Chief Executive Officer and you will report directly to the Company’s Board of Directors. As of the Effective Date, your annual base salary shall be $350,000. The salary shall be subject to an annual review and may be increased at the Board’s discretion.

Bonus Compensation. In addition to your base salary, you will be eligible for an annual incentive cash bonus, as determined by the Company. Your annual incentive cash bonus shall have a target equal to 50% of your base salary as of the Effective Date, prorated for the portion of year during which you are employed by the Company. The target bonus and its components, the Company performance goals, and your individual objectives shall be determined and documented each year by the Compensation Committee of the Board of Directors (the “Compensation Committee”).

Vacation. You will be entitled to four (4) weeks of paid vacation for each calendar year.

Equity Awards.

Initial Grant

Concurrent with the commencement of your employment with the Company, you will be granted an option to purchase shares of common stock of the Company (“Company

202 Cousteau Place ź Suite 105 ź Davis, CA 95618 ź Tel: 530-756-7077ź Fax: 530-756-7027 ź Web: www.arcadiabio.com


 

Common Stock”) as follows, under the terms and conditions of a Non-Qualified Stock Option Agreement (an “Option”):

 

Strike Price*

Number of Shares

FMV

Number of shares that would make the black-scholes value equal $250,000

 

* FMV = the price of a share of RKDA common stock at close of market on the date of grant, which will be the Effective Date; if FMV is greater than the listed strike price on the date of grant, such strike price shall

be increased to reflect FMV.

Your Option shall vest and become exercisable in accordance with the schedule below:

25% of the shares subject to the Option will be fully vested and exercisable effective as of the first anniversary of the Effective Date (the “Initial Vesting Date”), subject to your continued service through the Initial Vesting Date, and;
75% of the shares subject to the Option will vest and become exercisable in 36 equal monthly installments following the Initial Vesting Date, with the first such monthly vesting date taking place on February 28, 2023 and subsequent vesting dates on the last day of the next 35 months thereafter (with the last vesting date on January 31, 2026), subject to your continued service through the applicable vesting date.

Other Grants

The Company may grant equity awards to you from time to time, which will be subject to the terms of the applicable equity compensation plan or arrangement in effect at the time of grant. The Compensation Committee will determine in its discretion whether you will be granted any such equity awards and the terms and conditions of any such awards in accordance with the terms of any applicable equity plan. You should be aware that you may incur federal and state income taxes as a result of your receipt, or the vesting of any equity compensation awards, and it shall be your responsibility to pay any such applicable taxes.

Severance and Change in Control Agreement. You will have the benefits set forth in a Severance and Change in Control Agreement between you and the Company to be executed on the Effective Date, a copy of which is attached hereto.

 

Other Benefits. You will be eligible for all Company adopted benefits, under the terms and conditions of such benefit plans. Your coverage for medical, dental, and vision benefits will become effective on the first of the month following your first thirty (30) days of employment. You will also be given an additional $5,000 each year for health and wellness to use at your discretion. Such benefit does not constitute a Company wellness plan.

 

202 Cousteau Place ź Suite 105 ź Davis, CA 95618 ź Tel: 530-756-7077ź Fax: 530-756-7027 ź Web: www.arcadiabio.com


 

Your employment is “at-will,” which means that either you or the Company may terminate the employment relationship at any time for any reason or for no reason (subject to the terms of the Severance and Change in Control Agreement). This at-will relationship may not be modified by any oral or implied agreement.

 

Conditions of Employment.

 

In accordance with the Federal Immigration Reform and Control Act of 1986, we are required to have Employment Eligibility Verification form I-9 on file. On your first day of employment, you will be asked to provide identification needed to complete the Form I-9 requirements.

 

You will sign the Company’s Confidentiality and Invention Agreement and the Company’s Severance and Change in Control Agreement.

 

You will be required to comply with the Company’s personnel policies outlined in the Employee Handbook or as adopted from time to time by the Company.

 

You represent to the Company that you are not subject to any obligation, contractual or otherwise, that prevents or restricts you from becoming employed by the Company, or that creates any potential or actual conflict of interest, or places the Company at risk of liability for hiring you.

 

You represent and agree that you have not taken and will not import or use any proprietary or trade secret information belonging to any other person or entity, including your former employer, in the discharge of your duties for the Company.

 

The information contained in this letter represents the entire substance of Arcadia’s offer of employment to you and is contingent upon successful completion of all pre-and post-employment checks. If all the above terms and conditions meet with your approval, please sign this letter, and return it by January 31, 2022. If this document is not returned by this date, this offer of employment shall be withdrawn.

 

I very much look forward to you joining the Arcadia team. If you should have any questions, please feel free to call me.

 

Sincerely,

 

/s/ KEVIN COMCOWICH

Kevin Comcowich,

Interim Chief Executive Officer

 

ACCEPTED BY:

 

/s/ STAN JACOT

Stan Jacot

 

January 31, 2022

Date

202 Cousteau Place ź Suite 105 ź Davis, CA 95618 ź Tel: 530-756-7077ź Fax: 530-756-7027 ź Web: www.arcadiabio.com


 

 

202 Cousteau Place ź Suite 105 ź Davis, CA 95618 ź Tel: 530-756-7077ź Fax: 530-756-7027 ź Web: www.arcadiabio.com



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
1/31/26
2/28/23
Filed on:5/12/228-K,  EFFECT
For Period end:3/31/2210-K
1/31/22
 List all Filings 


8 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/29/24  Arcadia Biosciences, Inc.         10-K/A     12/31/23   10:1.4M                                   Donnelley … Solutions/FA
 3/28/24  Arcadia Biosciences, Inc.         10-K       12/31/23  102:14M                                    Donnelley … Solutions/FA
 4/13/23  Arcadia Biosciences, Inc.         10-K/A     12/31/22   12:2M                                     Donnelley … Solutions/FA
 3/30/23  Arcadia Biosciences, Inc.         10-K       12/31/22  110:18M                                    Donnelley … Solutions/FA
10/07/22  Arcadia Biosciences, Inc.         424B3                  1:222K                                   Donnelley … Solutions/FA
 9/27/22  Arcadia Biosciences, Inc.         S-1                    6:672K                                   ActiveDisclosure/FA
 8/16/22  Arcadia Biosciences, Inc.         424B5                  1:447K                                   Donnelley … Solutions/FA
 5/31/22  Arcadia Biosciences, Inc.         S-8         5/31/22    4:161K                                   ActiveDisclosure/FA


1 Previous Filing that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/07/22  Arcadia Biosciences, Inc.         8-K:5,9     2/02/22   13:619K                                   Donnelley … Solutions/FA
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Filing Submission 0000950170-22-009747   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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