Arcadia Biosciences (RKDA) risk factors, FY2025 10-K

Arcadia Biosciences's FY2025 10-K, filed Mar 26, 2026, lists 18 risk factors in 2 groups. Against the prior year's 22: 2 new, 6 dropped, 7 substantially reworded.

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Risk factors listed
182 groups
New this year
2vs 22 last year
Dropped
6since the prior 10-K
Substantially reworded
7of those kept
Section length
5k wordsItem 1A

What the changes say

  • The risk profile shifted away from the terminated Roosevelt transaction toward internal controls, Nasdaq listing, and ongoing operating losses.

What changed since the prior 10-K

New

  • NewRisks Related to Our Business

    impose new tariffs. As a result, there remains substantial uncertainty regarding future tariff rates and the countries and products to which such tariffs would apply

    Arcadia faces risks regarding internal control over financial reporting and material weaknesses identified under Section 404 of the Sarbanes-Oxley Act.

  • NewRisks Related to Ownership of Our Common Stock

    If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our shares

    If common stock drops below $5.00 and loses its Nasdaq listing, it could be deemed a penny stock, making trading more difficult.

Dropped

  • DroppedRisks Related to Our Business

    Our proposed Exchange transaction with Roosevelt is subject to a number of risks and uncertainties. Failure to complete, or delays in completing, the proposed Exchange transaction with Roosevelt could materially and adversely affect our results of operations, business, financial condition and/or stock price

  • DroppedRisks Related to Our Business

    We may require additional funding in order to be able to close the Exchange transaction

    Proposed Exchange transaction with Roosevelt subject to risks and uncertainties.

  • DroppedRisks Related to Our Business

    We would remain liable for significant transaction costs, including legal, accounting, financial advisory and other costs relating to the Exchange regardless of whether the Exchange is consummated

    Potential need for additional funding to close the Roosevelt transaction.

  • DroppedRisks Related to Our Business

    If the Exchange is not completed, we would not realize the potential benefits of the Exchange, which could have a negative effect on our results of operations, financial condition, business and stock price

    Liability for transaction costs regardless of whether the Roosevelt Exchange is consummated.

  • DroppedRisks Related to Our Business

    If the Exchange Agreement is terminated under certain circumstances, the Company may be required to reimburse Roosevelt's expenses up to $500,000 or $750,000, depending on the reasons for the termination

    Failure to realize potential benefits of the Roosevelt Exchange.

  • DroppedRisks Related to Our Business

    replacement of any member of our management team involves significant time and costs and such loss could significantly delay or prevent the achievement of our business objectives

    Potential reimbursement of Roosevelt expenses up to $500,000 or $750,000 upon termination.

Reworded

  • 96% rewrittenRisks Related to Ownership of Our Common Stock

    Arcadia’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its common stock, which could negatively impact the market price and liquidity of its common stock and its ability to access the capital markets

    Added specific risks regarding receiving Nasdaq deficiency letters and potential cure periods for continued listing.

  • 77% rewrittenRisks Related to Our Business

    Arcadia depends on its key personnel and, if it is not able to attract and retain qualified technical and business personnel, it may not be able to continue its business

    Removed Roosevelt management references and added specific disclosures about at-will employees and supply chain and marketing disciplines.

  • 70% rewrittenRisks Related to Our Business

    Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results

    Removed Roosevelt references from trade policy and tariff risk discussions.

  • 56% rewrittenRisks Related to Ownership of Our Common Stock

    Future sales of substantial amounts of Arcadia’s common stock, or the possibility that such sales could occur, could adversely affect the market price of Arcadia’s common stock

    Added specific share count figure of 1,373,120 shares outstanding as of December 31, 2025.

  • 40% rewrittenRisks Related to Our Business

    We have a history of significant losses, which we expect to continue, and we may never achieve or maintain profitability

    Updated financial figures, showing net losses of $2.3 million for 2025 versus $7.0 million for 2024, and accumulated deficit of $281.2 million.

  • 33% rewrittenRisks Related to Ownership of Our Common Stock

    Certain of our securities issued in prior offerings include a right to receive the Black-Scholes value of the unexercised portion of those securities in the event of a certain kinds of fundamental transactions, which payments, if applicable, could be significant

    Minor stylistic and phrasing updates regarding fundamental transactions and Black-Scholes warrant values without changing core terms.

  • 24% rewrittenRisks Related to Our Business

    Arcadia’s gross profit margins on its consumer products may be impacted by a variety of factors, including but not limited to variations, in freight costs, pricing, customer requirements, market acceptance rate and promotional support costs

    Streamlined gross margin risk factors by removing references to product sizes and promotional support costs.

    Was: Arcadia’s gross profit margins on its consumer products may be impacted by a variety of factors, including but not limited to variations, freight costs, pricing, customer requirements, market acceptance rate and promotional support costs

All 18 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business

  1. 01There is substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain further financing
  2. 02Statements in this Report on Form 10-K concerning our future plans and operations are dependent on our ability to secure adequate funding and the absence of unexpected delays or adverse developments. We may not be able to secure required funding
  3. 03We have a history of significant losses, which we expect to continue, and we may never achieve or maintain profitability40% rewritten
  4. 04Arcadia’s gross profit margins on its consumer products may be impacted by a variety of factors, including but not limited to variations, in freight costs, pricing, customer requirements, market acceptance rate and promotional support costs24% rewritten
  5. 05Competition is intense and if Arcadia is unable to compete effectively, its financial results will suffer
  6. 06Arcadia depends on its key personnel and, if it is not able to attract and retain qualified technical and business personnel, it may not be able to continue its business77% rewritten
  7. 07Arcadia’s business is subject to the risks of security breaches, including cybersecurity incidents
  8. 08Arcadia may be required to pay substantial damages as a result of product liability, health and safety, or other similar claims for which insurance coverage is not available
  9. 09Unfavorable global economic or political conditions could adversely affect our business, financial condition or results of operations
  10. 10Changes to U.S. trade policy, tariff and import/export regulations may adversely affect our operating results70% rewritten
  11. 11impose new tariffs. As a result, there remains substantial uncertainty regarding future tariff rates and the countries and products to which such tariffs would applyNew

Risks Related to Ownership of Our Common Stock

  1. 12Future sales of substantial amounts of Arcadia’s common stock, or the possibility that such sales could occur, could adversely affect the market price of Arcadia’s common stock56% rewritten
  2. 13Arcadia’s stock price has been and may continue to be volatile, and you could lose all or part of your investment
  3. 14general economic and market conditions and trends
  4. 15Arcadia expects its operating results to vary significantly from quarter to quarter, which may cause Arcadia’s stock price to fluctuate widely
  5. 16Arcadia’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its common stock, which could negatively impact the market price and liquidity of its common stock and its ability to access the capital markets96% rewritten
  6. 17If our shares of common stock become subject to the penny stock rules, it would become more difficult to trade our sharesNew
  7. 18Certain of our securities issued in prior offerings include a right to receive the Black-Scholes value of the unexercised portion of those securities in the event of a certain kinds of fundamental transactions, which payments, if applicable, could be significant33% rewritten

Other Arcadia Biosciences 10-Ks

  • FY2024 10-K risk factors
    22 risks

    Substantial going concern doubt and low cash resources dominate operations and financing discussions.

    Filed Mar 25, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.