阿凯迪亚生物科学美股招股说明书(2026-07-09版)

ARCADIA BIOSCIENCES, INC. 11,922,333 Shares ofCommon Stock Pursuant to this prospectus, the selling stockholders identified herein (the “Selling Stockholders”) are offering on a resalebasis an aggregate of up to 11,922,333 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 pre-funded warrants, preferredinvestment options and placement agent preferred investment options (such warrants and preferred investment options sometimesreferred to collectively as the “Options”). These Options were issued in connection with a private placement that we completed onJune 12, 2026. 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 Options by payment of cash, however, we will receive the exercise price of the Options. Wecannot predict if, when and in what amounts the Options will be exercised by payments of cash, and the Options may expire andnever be exercised, in which case we would not receive any cash proceeds. Our registration of the shares of Common Stock coveredby this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares covered hereby. 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 11.Discounts, concessions, commissions and similar selling expenses attributable to the sale of Common Stock covered by thisprospectus will be borne by the Selling Stockholders. We will pay all expenses (other than discounts, concessions, commissions andsimilar selling expenses) relating to the registration of the Common Stock with the Securities and Exchange Commission (the“Commission” or the “SEC”). Our Common Stock is listed on the Nasdaq Capital Market under the symbol “RKDA.” On July 7, 2026, the closing priceof our Common Stock on the Nasdaq Capital Market was $0.7201 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 onpage 5 herein as well as any other risk factors and other information contained in any other document that is incorporatedby reference herein. You should read the entire prospectus carefully before you make your investment decision. 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. The date of this prospectus is July 8, 2026. TABLE OF CONTENTS ABOUT THIS PROSPECTUS1CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3RISK FACTORS5USE OF PROCEEDS7DESCRIPTION OF PRIVATE PLACEMENT7SELLING STOCKHOLDERS9PLAN OF DISTRIBUTION11LEGAL MATTERS13EXPERTS13INTERESTS OF NAMED EXPERTS AND COUNSEL13WHERE YOU CAN FIND ADDITIONAL INFORMATION13INCORPORATION OF INFORMATION BY REFERENCE13 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 “WhereYou Can Find Additional Information” and “Incorporation of Information by Reference” in this prospectus. You should rely only on the information provided in this prospectus or documents incorporated by reference into thisprospectus, any applicable prospectus supplement and any related free writing prospectus. We have not authorized anyone toprovide you with different information. No dealer, salesperson or other person is authorized to give any information or to representanything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus. Thisprospectus covers offers and sales of our Common Stock only in jurisdictions in which such offers and sales are permitted. Theinformation contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of thisprospectus or of any sale of our Common Stock. You should not assume that the information contained in this prospectus is accurateas of any date other than the date on the front cover of this prospectus, or that