阿凯迪亚生物科学美股招股说明书(2026-02-11版)

1,673,792Common Stock Pursuant to this prospectus, the selling stockholders identified herein (the "Selling Stockholders") are offering on a resalebasis an aggregate of up to 1,673,792 shares (sometimes referred to as the "Shares") of common stock of Arcadia Biosciences, Inc.,par value $0.001 per share (the “Common Stock") that are issuable upon the exercise of outstanding preferred investment options. We will not receive any of the proceeds from the sale by the Selling Stockholders of the Common Stock covered by thisprospectus. Upon any exercise of the preferred investment options by payment of cash, however, we will receive the exercise priceof the preferred investment options. We cannot predict if, when and in what amounts the preferred investment options will beexercised by payments of cash, and the investment options may expire and never be exercised, in which case we would not receive The Selling Stockholders may sell or otherwise dispose of the Common Stock covered by this prospectus in a number ofdifferent ways and at varying prices. We provide more information about how the Selling Stockholders may sell or otherwisedispose of the Common Stock covered by this prospectus in the section entitled “Plan of Distribution” beginning on page 13.Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by this Our Common Stock is listed on the Nasdaq Capital Market under the symbol “RKDA.” On January 26, 2026, the lastreported sale price of our Common Stock on the Nasdaq Capital Market was $2.27 per share. We are a “smaller reporting company” under applicable federal securities laws and are subject to reduced public companyreporting requirements. Investing in our securities involves a high degree of risk. Before making any investment in thesesecurities, you should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning on Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. ABOUT THIS PROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the SEC using a "shelf" registration" orcontinuous offering process. You should read this prospectus and the information and documents incorporated by referencecarefully. Such documents contain important information you should consider when making your investment decision. See “Where You should rely only on the information provided in this prospectus or documents incorporated by reference into thisprospectus. We have not authorized anyone to provide you with different information. This prospectus covers offers and sales of ourCommon Stock only in jurisdictions in which such offers and sales are permitted. The information contained in this prospectus isaccurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our Common In this prospectus, we refer to Arcadia Biosciences, Inc. as “we,” “us,” “our,” the “Company,” "Arcadia" or “RKDA.” Youshould rely only on the information we have provided or incorporated by reference in this prospectus, any applicable prospectussupplement and any related free writing prospectus. We have not authorized anyone to provide you with different information. Nodealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some of the statements in this prospectus and in any prospectus supplement we may file constitute “forward-lookingstatements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act") and Section 21E ofthe Securities Exchange Act of 1934 (the "Exchange Act"). These statements relate to future events concerning our business and toour future revenues, operating results and financial condition. In some cases, you can identify forward-looking statements by Any forward-looking statements contained in this prospectus or any prospectus supplement are only estimates orpredictions of future events based on information currently available to our management and management’s current beliefs about thepotential outcome of future events. Whether these future events will occur as management anticipates, whether we will achieve ourbusiness objectives, and whether our revenues, operating results or financial condition will improve in future periods are subject tonumerous risks. There are a number of important factors that could cause actual results to differ materially from the resultsanticipated by these forward-looking statements. These important factors include those that we discuss under the heading “RiskFactors” and in other sections of our Annual Report on Form 10-K for the year ended De