As filed with the Securities and Exchange Commission on February 14, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

Arcadia Biosciences, Inc.

(Exact name of Registrant as specified in its charter)

5950 Sherry Lane, Suite 215

Dallas, TX 75225

(214) 974-8921

(Address including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Thomas J. Schaefer

Chief Executive Officer

5950 Sherry Lane, Suite 215

Dallas, TX 75225

(214) 974-8921

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after the effectiveness of this registration statement and the satisfaction or waiver of all other conditions under the Exchange Agreement described herein.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box:  ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13(e)-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this proxy statement/prospectus is not complete and may be changed. Arcadia may not sell its securities pursuant to the proposed transaction until the Registration Statement filed with the Securities and Exchange Commission is effective. This proxy statement/prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 14, 2025

On behalf of the board of directors of Arcadia Biosciences, Inc., a Delaware corporation (“Arcadia”), we are pleased to enclose the accompanying proxy statement/prospectus relating to the proposed business combination of Arcadia and Roosevelt Resources LP, a Texas limited partnership (“Roosevelt” or the “Partnership”). We are requesting that you take certain actions as an Arcadia stockholder, as described in greater detail below.

Pursuant to the Securities Exchange Agreement, dated as of December 4, 2024 (which we refer to as the “Exchange Agreement,” as it may be amended from time to time), by and among Arcadia, Roosevelt, and Elliott Roosevelt, Jr. and David A. Roosevelt, in their capacities as representatives of the limited partners of the Partnership (the “LP Representatives”), Arcadia will issue shares of its common stock (sometimes referred to as “Arcadia common stock,” “Common Stock” or “common stock”) to the partners of Roosevelt in exchange for all of the equity interests in Roosevelt (such exchange, contributions and issuances referred to as the “Exchange”). As a result of the Exchange, Roosevelt will become a wholly owned subsidiary of Arcadia.

On the terms and subject to the conditions set forth in the Exchange Agreement, upon the closing (the “Closing”) of the transactions contemplated by the Exchange Agreement (sometimes referred to as the “Transactions”) and consummation of the Exchange (the “Effective Time”), Arcadia will issue 12,284,475 shares of common stock (the shares to be issued referred to as the “Exchange Shares”) to the Limited Partners, which will be subject to an upward or downward adjustment based on the amount of unrestricted cash and cash equivalents of Arcadia on the date of the Closing of the Exchange (the “Closing Date”). The number of Exchange Shares will be adjusted upwards or downwards based on the difference between Arcadia’s cash and cash equivalents on the Closing Date and the following amounts (the “Cash Amount”): the sum of (A) either (i) $1,250,000 if the Closing Date occurs in March 2025, or (ii) $950,000 if the Closing Date occurs after March 31, 2025; minus (B) the amount of certain transaction expenses; and plus (C) the amount by which transaction expenses specifically related to the Exchange exceed $1,000,000. If the difference is positive (the “surplus amount”), then the number of Exchange Shares will be decreased by a number equal to the surplus amount divided by $2.77. If the difference is negative (the “deficit amount”), then the number of Exchange Shares will be increased by a number equal to the deficit amount divided by $2.77. In no event will the number of Exchange Shares be less than the number required so that the number of shares issued to the Limited Partners is, immediately after the Closing, at least eighty percent (80%) of the total number of the outstanding shares of Arcadia’s common stock. The Exchange Agreement does not provide for an adjustment to the total number of shares of common stock that the Limited Partners will be entitled to receive in light of changes in the market price of Arcadia common stock.

Based on the number of shares of Arcadia common stock outstanding as of December 4, 2024, and the closing price of the common stock of $2.81 per share on December 4, 2024, the last trading day before public announcement of the proposed transaction, the Exchange Shares represent total aggregate consideration of approximately $34,519,375 as of such date. Upon completion of the Exchange, we estimate that the Limited Partners and the Arcadia stockholders as of immediately prior to the Closing will collectively own approximately 90% and 10%, respectively, of the shares of common stock of Arcadia outstanding immediately after the Closing. These percentages are estimates, are subject to certain assumptions and are subject to potential adjustment prior to the Closing, including as a result of changes in the number of outstanding shares of Arcadia common stock. As a result, Arcadia stockholders and the Limited Partners could own a greater, or a lesser, percentage of the outstanding shares of Arcadia immediately after the Effective Time of the Exchange than the estimates set forth above. We expect that after the Closing, we will be a “controlled company” under applicable Nasdaq rules because more than 50% of the voting power for the election of directors will be beneficially held by one stockholder. At the Closing or shortly thereafter, Arcadia expects to change its corporate name to “Roosevelt Resources, Inc.,” and expects that the common stock of the combined company will be listed on the Nasdaq Capital Market under a new trading symbol.

We expect the Exchange will qualify as an exchange under Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”). As a result, subject to the limitations and qualifications described in “Material U.S. Federal Income Tax Consequences of the Exchange,” no gain or loss should be recognized by the U.S. holders of Arcadia common stock or the U.S. holders of Partner Interests of the Partnership.

Arcadia will hold a special meeting of stockholders (the “Special Meeting”) in order to obtain the stockholder approvals necessary to complete the Exchange and related matters contemplated by the Exchange Agreement. At the Special Meeting, Arcadia will ask its stockholders to: (1) approve the issuance of Arcadia common stock pursuant to the Exchange and the Exchange Agreement, pursuant to Nasdaq Listing Rules 5635(a) and 5635(d) (which we refer to as the “share issuance proposal”); (2) approve an amendment to Arcadia’s amended and restated certificate of incorporation to effect a reverse stock split of Arcadia common stock, if the board of directors of Arcadia (the “Board”) determines in its discretion to effect a reverse stock split, at a ratio to be determined by the Board and anticipated to be before the Effective Time of the Exchange, but in all events before [•], 2025 (the “reverse split proposal”); (3) approve, on a non-binding basis, the compensation that may become payable to certain named executive officers that is based on or otherwise relates to the proposed Exchange transaction (sometimes referred to as the “exchange-related compensation proposal”); (4) approve and adopt the 2025 Long Term Incentive Plan (the “LTIP proposal”); and (5) approve the adjournment of the Special Meeting, if necessary, if there are not sufficient votes to approve the above proposals at the time of the Special Meeting.

The Special Meeting will be held on [•], 2025, at [•] Central time. The Special Meeting will be held in a virtual format only from Arcadia’s offices at 5950 Sherry Lane, Suite 215, Dallas, TX 75225. Information about the Special Meeting and the Exchange is contained in this proxy statement/prospectus. In particular, see “Risk Factors” beginning on page 24. We urge you to read this proxy statement/prospectus carefully and in its entirety.

Your vote is very important regardless of the number of shares of Arcadia common stock that you own. The Exchange cannot be completed without the approval of the share issuance proposal and certain of the other proposals described in the proxy statement/prospectus by the Arcadia stockholders. Whether or not you plan to attend the Special Meeting, please vote as soon as possible to make sure that your shares are represented at the meeting.

The Arcadia board of directors recommends that holders of Arcadia common stock vote “FOR” each of the proposals described herein to be considered at the Special Meeting of Arcadia stockholders.

Thomas J. Schaefer

Chief Executive Officer

Arcadia Biosciences, Inc.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this proxy statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/prospectus is dated [•], 2025, and is first being mailed to Arcadia stockholders on or about [•], 2025.

Notice of Special Meeting of Stockholders

To Arcadia Stockholders:

On December 4, 2024, Arcadia Biosciences, Inc. (“Arcadia” or the “Company”), Roosevelt Resources LP (“Roosevelt” or the “Partnership”) and Elliott Roosevelt, Jr. and David A. Roosevelt, in their capacities as representatives of the limited partners of the Partnership (the “LP Representatives”) entered into a Securities Exchange Agreement (the “Exchange Agreement,” as it may be amended from time to time).

Pursuant to the Exchange Agreement, subject to the terms of the Exchange Agreement, at the closing of the transactions contemplated by the Exchange Agreement, Arcadia will issue shares of its common stock (sometimes referred to as “Arcadia common stock,” “Common Stock” or “common stock”) to the limited partners of the Partnership in exchange for all of the limited partnership interests of Roosevelt and to the sole member of the general partner of Roosevelt (the “GP Member” and together with the limited partners, referred to collectively as the “Limited Partners”) in exchange for its membership interest (sometimes referred to as the “GP Interest” and together with the limited partnership interests of the Limited Partners, sometimes referred to as the “Partner Interests”) in the limited liability company that is the General Partner of the Partnership (the “General Partner”) (such exchange, contributions and issuances referred to as the “Exchange”). As a result of the Exchange, the Partnership will become a wholly owned subsidiary of Arcadia. A copy of the Exchange Agreement is attached as Annex A to the accompanying proxy statement/prospectus.

NOTICE IS HEREBY GIVEN that a special meeting of Arcadia stockholders (which we refer to as the “Special Meeting,” including any adjournments or postponements thereof) will be held on [•], 2025, virtually via conference call at [•], Central time.

At the Special Meeting you will be asked to vote on the following matters:

The Board has fixed the close of business on [•], 2025, as the record date for the Special Meeting. Only holders of record of Arcadia common stock as of the close of business on the record date for the Special Meeting are entitled to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof.

Your vote is very important regardless of the number of shares of Arcadia common stock that you own. The Exchange cannot be completed without the approval of the share issuance proposal by Arcadia stockholders, and one of the closing conditions of the Exchange may not be satisfied if the reverse split proposal and the LTIP proposal are not approved by Arcadia stockholders.

Arcadia’s board of directors recommends that holders of common stock vote “FOR” each of the proposals to be considered at the Special Meeting.

Whether or not you plan to attend the Special Meeting, please vote as soon as possible by either completing, signing, dating and returning the accompanying proxy card in the enclosed postage-paid envelope or voting using the telephone or Internet voting procedures described on your proxy card. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions on the voting instruction card furnished by such bank, broker or other nominee.

By Order of the Board of Directors

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