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Arcadia Biosciences, Inc. – ‘10-Q’ for 9/30/21 – ‘EX-10.1’

On:  Monday, 11/15/21, at 4:53pm ET   ·   For:  9/30/21   ·   Accession #:  950170-21-4634   ·   File #:  1-37383

Previous ‘10-Q’:  ‘10-Q’ on 8/16/21 for 6/30/21   ·   Next:  ‘10-Q’ on 5/12/22 for 3/31/22   ·   Latest:  ‘10-Q’ on 11/9/23 for 9/30/23   ·   7 References:   

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

11/15/21  Arcadia Biosciences, Inc.         10-Q        9/30/21   92:13M                                    Donnelley … Solutions/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.20M 
 2: EX-10.1     Material Contract                                   HTML     38K 
 3: EX-10.2     Material Contract                                   HTML     89K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     31K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     31K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     28K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     28K 
14: R1          Document and Entity Information                     HTML     80K 
15: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    136K 
16: R3          Condensed Consolidated Balance Sheets               HTML     34K 
                (Parenthetical) (Unaudited)                                      
17: R4          Condensed Consolidated Statements of Operations     HTML    127K 
                and Comprehensive Loss (Unaudited)                               
18: R5          Condensed Consolidated Statements of Stockholders'  HTML    185K 
                Equity (Unaudited)                                               
19: R6          Condensed Consolidated Statements of Cash Flows     HTML    176K 
                (Unaudited)                                                      
20: R7          Description of Business and Basis of Presentation   HTML     53K 
21: R8          Recent Accounting Pronouncements                    HTML     44K 
22: R9          Inventory                                           HTML     49K 
23: R10         Property and Equipment, Net                         HTML     70K 
24: R11         Investments and Fair Value Instruments              HTML    299K 
25: R12         Industrial Seed Innovations Acquisition             HTML     55K 
26: R13         Arcadia Wellness Acquisition                        HTML    114K 
27: R14         Intangible Assets, Net                              HTML    130K 
28: R15         Consolidated Joint Venture                          HTML     35K 
29: R16         Collaborative Arrangements                          HTML     31K 
30: R17         Leases                                              HTML    127K 
31: R18         Equity Financing                                    HTML     65K 
32: R19         Warrants                                            HTML    301K 
33: R20         Stock-Based Compensation and Employee Stock         HTML    133K 
                Purchase Program                                                 
34: R21         Debt                                                HTML     56K 
35: R22         Income Taxes                                        HTML     37K 
36: R23         Commitment and Contingencies                        HTML     43K 
37: R24         Net Loss per Share                                  HTML     59K 
38: R25         Related-Party Transactions                          HTML     38K 
39: R26         Subsequent Events                                   HTML     29K 
40: R27         Description of Business and Basis of Presentation   HTML     55K 
                (Policies)                                                       
41: R28         Inventory (Tables)                                  HTML     45K 
42: R29         Property and Equipment, Net (Tables)                HTML     63K 
43: R30         Investments and Fair Value Instruments (Tables)     HTML    299K 
44: R31         Industrial Seed Innovations Acquisition (Tables)    HTML     62K 
45: R32         Arcadia Wellness Acquisition (Tables)               HTML    115K 
46: R33         Intangible Assets, Net (Tables)                     HTML    130K 
47: R34         Leases (Tables)                                     HTML    118K 
48: R35         Warrants (Tables)                                   HTML    286K 
49: R36         Stock-Based Compensation and Employee Stock         HTML    109K 
                Purchase Program (Tables)                                        
50: R37         Debt (Tables)                                       HTML     42K 
51: R38         Net Loss per Share (Tables)                         HTML     57K 
52: R39         Description of Business and Basis of Presentation   HTML     68K 
                - Additional Information (Detail)                                
53: R40         Recent Accounting Pronouncements - Additional       HTML     53K 
                Information (Detail)                                             
54: R41         Inventory - Additional Information (Detail)         HTML     28K 
55: R42         Inventory - Summary of Inventories (Detail)         HTML     32K 
56: R43         Property and Equipment, Net - Summary of Property   HTML     47K 
                and Equipment, Net (Detail)                                      
57: R44         Property and Equipment, Net - Additional            HTML     36K 
                Information (Detail)                                             
58: R45         Investments and Fair Value Instruments -            HTML     30K 
                Additional Information (Detail)                                  
59: R46         Investments and Fair Value Instruments - Summary    HTML     39K 
                of Amortized Cost and Fair Value of Investment                   
                Securities Portfolio (Detail)                                    
60: R47         Investments and Fair Value Instruments - Summary    HTML     39K 
                of Fair Value of Investments Securities (Detail)                 
61: R48         Investments and Fair Value Instruments - Summary    HTML     61K 
                of Warrant Liabilities Measured and Recorded on                  
                Recurring Basis using Black-Scholes Model (Detail)               
62: R49         Investments and Fair Value Instruments - Summary    HTML     50K 
                of Changes in Fair Value and Other Adjustments of                
                Liabilities (Detail)                                             
63: R50         Industrial Seed Innovations Acquisition -           HTML     73K 
                Additional Information (Detail)                                  
64: R51         Industrial Seed Innovations Acquisition - Schedule  HTML     40K 
                of Preliminary Allocation of the Purchase Price of               
                ISI Assets Acquired Based on Fair Values (Detail)                
65: R52         Arcadia Wellness Acquisition - Additional           HTML     89K 
                Information (Detail)                                             
66: R53         Arcadia Wellness Acquisition - Schedule of          HTML     49K 
                Preliminary Allocation of the Purchase Price of                  
                Assets Acquired Based on Fair Values (Detail)                    
67: R54         Arcadia Wellness Acquisition - Schedule of          HTML     41K 
                Unaudited Pro-forma Condensed Consolidated Results               
                of Operations (Detail)                                           
68: R55         Intangible Assets, Net - Schedule of Intangible     HTML     48K 
                Assets, Net (Detail)                                             
69: R56         Intangible Assets, Net - Schedule of Intangible     HTML     28K 
                Assets, Net (Parenthetical) (Details)                            
70: R57         Intangible Assets, Net - Additional Information     HTML     32K 
                (Detail)                                                         
71: R58         Intangible Assets, Net - Schedule of Future         HTML     44K 
                Amortization of Intellectual Property and Customer               
                Lists (Detail)                                                   
72: R59         Consolidated Joint Venture - Additional             HTML     44K 
                Information (Detail)                                             
73: R60         Collaborative Arrangements - Additional             HTML     29K 
                Information (Detail)                                             
74: R61         Leases - Additional Information (Detail)            HTML     53K 
75: R62         Leases - Schedule of Leases (Detail)                HTML     64K 
76: R63         Equity Financing - Additional Information (Detail)  HTML    137K 
77: R64         Warrants - Additional Information (Detail)          HTML     87K 
78: R65         Warrants - Summary of Warrants Issued to Purchase   HTML     93K 
                Common Stock (Detail)                                            
79: R66         Warrants - Summary of Key Terms and Activity of     HTML     54K 
                Liability Classified Common Stock Warrants                       
                (Detail)                                                         
80: R67         Stock-Based Compensation and Employee Stock         HTML     91K 
                Purchase Program - Additional Information (Detail)               
81: R68         Stock-Based Compensation and Employee Stock         HTML     60K 
                Purchase Program - Summary of Activity Under Stock               
                Incentive Plans (Detail)                                         
82: R69         Stock-Based Compensation and Employee Stock         HTML     35K 
                Purchase Program - Weighted-Average Fair Value                   
                Assumption of Stock Option Awards (Detail)                       
83: R70         Debt - Additional Information (Detail)              HTML     72K 
84: R71         Debt - Schedule of Maturities of Current and        HTML     38K 
                Noncurrent Debt (Detail)                                         
85: R72         Income Taxes - Additional Information (Detail)      HTML     33K 
86: R73         Commitments and Contingencies - Additional          HTML     65K 
                Information (Detail)                                             
87: R74         Net Loss per Share - Summary of Securities Not      HTML     35K 
                Included in Diluted Per Share Calculations                       
                (Detail)                                                         
88: R75         Related-Party Transactions - Additional             HTML     54K 
                Information (Detail)                                             
90: XML         IDEA XML File -- Filing Summary                      XML    168K 
13: XML         XBRL Instance -- rkda-20210930_htm                   XML   3.64M 
89: EXCEL       IDEA Workbook of Financial Reports                  XLSX    117K 
10: EX-101.CAL  XBRL Calculations -- rkda-20210930_cal               XML    214K 
12: EX-101.DEF  XBRL Definitions -- rkda-20210930_def                XML    979K 
 9: EX-101.LAB  XBRL Labels -- rkda-20210930_lab                     XML   1.59M 
11: EX-101.PRE  XBRL Presentations -- rkda-20210930_pre              XML   1.25M 
 8: EX-101.SCH  XBRL Schema -- rkda-20210930                         XSD    238K 
91: JSON        XBRL Instance as JSON Data -- MetaLinks              441±   700K 
92: ZIP         XBRL Zipped Folder -- 0000950170-21-004634-xbrl      Zip    312K 


‘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 

 

June 24, 2021

 

Laura Pitlik

 

 

Dear Laura:

 

This letter sets forth the terms of your employment as Chief Marketing Officer of Arcadia Biosciences, Inc. (the “Company”), which will commence on July 12, 2021 (the “Effective Date”). The terms set forth below shall be effective as of the Effective Date.

 

Reporting and Base Salary. You will report to the President and Chief Executive Officer, Matthew Plavan. This is a full-time exempt position for which your annual base salary rate shall be $250,000. You will work remotely from your home office in Dallas, TX, but you will be expected to travel to the Company’s corporate offices in Davis, CA, or the Company’s manufacturing location in Chatsworth, CA, from time to time as requested by the Company’s President and Chief Executive Officer.

 

Sign-on Bonus. In addition to your base salary, your offer also includes a sign-on bonus of $50,000; $25,000 payable with your first paycheck, and $25,000 payable on January 1, 2022. You must be employed with the company and in good standing to receive your sign-on bonus payment for that date. All bonus payments are subject to standard withholdings.

 

Bonus Compensation. In addition to your base salary and sign-on bonus, you will be eligible for an annual incentive cash award, as determined by the Company. Your annual incentive cash bonus shall have a target equal to 40% 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 objectives, and your individual objectives shall be determined each year by the Compensation Committee of the Board of Directors (the “Compensation Committee”).

 

Severance & CIC Agreement. You will have the benefits set forth in a (3-Month) Severance Agreement and (1-year) Change-in-Control Agreement, pending Arcadia Board of Director’s approval, between you and the Company to be executed on the Effective Date.

Equity Awards. Concurrent with the commencement of your employment with the Company, and as an inducement to accept employment with the Company, you will be granted an option to purchase shares of common stock of the Company (“Company Common Stock”) as follows, under the terms and conditions of a Non-Qualified Stock Option Agreement (an “Option”):

 

Strike Price*

Number of Shares

FMV

75,000

 

* 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.

 

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 August 31, 2022 and subsequent vesting dates on the last day of the next 35 months thereafter (with the last vesting date on July 31, 2025), subject to your continued service through the applicable vesting date.

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


 

The Company may grant additional 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.

You are also eligible to participate in the Company’s Employee Stock Purchase Program (ESPP) per the terms and conditions of the ESPP plan.

Other Benefits. You are eligible for all Company benefits as described in the Employee Handbook and in various Company policies. Your coverage for medical, dental and vision insurance will become effective on September 1, 2021. If needed, the Company will reimburse you for any COBRA-related costs to bridge your healthcare benefits coverage to September 1, 2021.

 

Your PTO accrual of 7.0769 hours per pay period (23 days annually) will begin with your first paycheck. You are granted an additional 8.0 hours (1 day) of PTO each year as part of your offer of employment.

 

In accordance with the Federal Immigration Reform and Control Act of 1986, the Company is required to have an Employment Eligibility Verification Form I-9 on file for you. On your first day of employment, we will ask you to provide identification needed to complete the form. Arcadia uses E-Verify and will provide the Social Security Administration and, if necessary, the Department of Homeland Security information from your Form I-9 to confirm that you are authorized to work in the United States.

 

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. This at-will relationship may not be modified by any oral or implied agreement.

 

This letter, the Severance Agreement and the Confidentiality and Invention Assignment Agreement executed on the Effective Date, and any policies that the Company may adopt from time to time constitute the entire agreement relating to the terms of your employment with the Company you and is contingent upon successful completion of all background checks. If all the above terms and conditions meet with your approval, please sign this letter and return it to me at your earliest convenience.

 

If you should have any questions, please feel free to call me.

 

 

Sincerely,

 

 

/s/ Matthew T. Plavan

Matthew Plavan

President & CEO

 

 

ACCEPTED AND ACKNOWLEDED BY:

 

 

 

/s/ Laura Pitlik

Laura Pitlik

 

 

June 26, 2021

Date

 

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



Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
7/31/25
8/31/22
1/1/22
Filed on:11/15/218-K
For Period end:9/30/21
9/1/21
7/12/213,  4,  8-K
6/26/21
6/24/21
 List all Filings 


6 Subsequent Filings that Reference this Filing

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

 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
 9/27/22  Arcadia Biosciences, Inc.         S-1                    6:672K                                   ActiveDisclosure/FA
 3/31/22  Arcadia Biosciences, Inc.         10-K       12/31/21  114:19M                                    Donnelley … Solutions/FA
 2/11/22  Arcadia Biosciences, Inc.         424B3                  1:811K                                   Donnelley … Solutions/FA
 1/28/22  Arcadia Biosciences, Inc.         S-1                    6:1.1M                                   ActiveDisclosure/FA


1 Previous Filing that this Filing References

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

 9/07/21  Arcadia Biosciences, Inc.         8-K:5,9     9/03/21   12:655K                                   Donnelley … Solutions/FA
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Filing Submission 0000950170-21-004634   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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