SEC Comment Letter for Arcadia Biosciences, Inc. (RKDA) (CIK 0001469443) (RKDA) — Dec 30, 2014
Arcadia Biosciences, Inc. (RKDA) (CIK 0001469443)
Date: Dec. 30, 2014 · CIK: 0001469443 · Accession: 0000000000-14-067451
AI Filing Summary & Sentiment
Reasoning
Referenced dates: December 5, 2014
Letter
December 30, 2014 Via E-mail Eric J. Rey President and Chief Executive Officer Arcadia Biosci ences, Inc. 202 Coust eau Place, Suite 200 Davis, CA 95618
Re: Arcadia Biosci ences, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 2 2, 2014 CIK No. 0001469443
Dear Mr. Rey:
We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statemen t on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Prospectus Summary, page 1
Overview, page 1 1. We note your response to prior comment four from our letter dated December 5, 2014. Please provide disclos ure in your filing regarding the basis for your statement that you are “leading.” With respect to our comment regarding the size of your company, we note the added disclosure on page 95 that you are “positioned at the nexus of basic research and commercia l product development.” Please provide this disclosure or similar disclosure the first time you mention that you are “leading.”
Eric J. Rey Arcadia Biosciences, Inc. December 30, 2014 Page 2
Industry Overview, page 67 Innovation and Commercialization Process in Biotech Seed Traits, page 67
2. We note your response to prior comment 14. Please provide this information in the filing.
Notes to Consolidated Financial Statements, page F -7
Note 9. Common Stock and Redeemable and Convertible Preferred Stock, page F -24
Redeemable and Convertible Preferred Stock, page F -24
3. You disclose that : (a) the redemption amount of the Series D preferred stock shall be the greater of (i) two times the original issue price of the Series D redeemable convertible preferred stock plus accrued and unpaid dividends through the redemption date, or (ii) the fair market value of the Series D redeemable convertible preferred stock, (b) the holders of record of shares of Series D redeemable convertible preferred stock are initially entitled to a 15% dividend that accrues annually until the five -year anniversary of t he issuance date, and (c) you recorded a discount of $2.5 million on the issuance of the Series D preferred stock.
Please tell us and disclose how you computed the amount of “accretion of redeemable convertible preferred stock to redemption value” of $ 2.088 million presented on the statement of operations for the nine months ended September 30, 2014. In so doing, tell us and disclose : (i) the amount of dividends that has been accrued on Series D preferred stock, (ii) how the amount of dividends accrued has be en computed, (iii) where such dividends are reflected in the financial statements, (iv) the effect given to such dividends in the loss per share computation, (v) the amount of discount recognized on the issuance of Series D that has been accreted and where it is reported in the financial statements, including the effect of such on the loss per share computation, and (vi) how the redemption value for Series D indicated in the first sentence of this comment was reflected in your computation.
Refer to ASC 260 -10-50-1.b, ASC 505 -10-50-5.b and Rule 5 -02.27(b) of Regulation S - X for further guidance in regard to disclosure requirements.
Eric J. Rey Arcadia Biosciences, Inc. December 30, 2014 Page 3
You m ay contact Stephen Kim at (202) 551-3291 or Doug Jones at (202) 551-3309 if you have questions r egarding comments on the financial statements and related matte rs. Please contact Julie Griffith at (202) 551-3267 or me at (202) 551-3611 with a ny other questions.
Sincerely,
/s/ A. N. Parker
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December 30, 2014 Via E-mail Eric J. Rey President and Chief Executive Officer Arcadia Biosci ences, Inc. 202 Coust eau Place, Suite 200 Davis, CA 95618 Re: Arcadia Biosci ences, Inc. Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted December 2 2, 2014 CIK No. 0001469443 Dear Mr. Rey: We have reviewed your amended draft registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by providing the requested information and either submitting an amended draft registration statement or publicly filing your registration statemen t on EDGAR. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing the information you provide in response to these comments and your amended draft registration statement or filed registration statement, we may have additional comments. Prospectus Summary, page 1 Overview, page 1 1. We note your response to prior comment four from our letter dated December 5, 2014. Please provide disclos ure in your filing regarding the basis for your statement that you are “leading.” With respect to our comment regarding the size of your company, we note the added disclosure on page 95 that you are “positioned at the nexus of basic research and commercia l product development.” Please provide this disclosure or similar disclosure the first time you mention that you are “leading.” Eric J. Rey Arcadia Biosciences, Inc. December 30, 2014 Page 2 Industry Overview, page 67 Innovation and Commercialization Process in Biotech Seed Traits, page 67 2. We note your response to prior comment 14. Please provide this information in the filing. Notes to Consolidated Financial Statements, page F -7 Note 9. Common Stock and Redeemable and Convertible Preferred Stock, page F -24 Redeemable and Convertible Preferred Stock, page F -24 3. You disclose that : (a) the redemption amount of the Series D preferred stock shall be the greater of (i) two times the original issue price of the Series D redeemable convertible preferred stock plus accrued and unpaid dividends through the redemption date, or (ii) the fair market value of the Series D redeemable convertible preferred stock, (b) the holders of record of shares of Series D redeemable convertible preferred stock are initially entitled to a 15% dividend that accrues annually until the five -year anniversary of t he issuance date, and (c) you recorded a discount of $2.5 million on the issuance of the Series D preferred stock. Please tell us and disclose how you computed the amount of “accretion of redeemable convertible preferred stock to redemption value” of $ 2.088 million presented on the statement of operations for the nine months ended September 30, 2014. In so doing, tell us and disclose : (i) the amount of dividends that has been accrued on Series D preferred stock, (ii) how the amount of dividends accrued has be en computed, (iii) where such dividends are reflected in the financial statements, (iv) the effect given to such dividends in the loss per share computation, (v) the amount of discount recognized on the issuance of Series D that has been accreted and where it is reported in the financial statements, including the effect of such on the loss per share computation, and (vi) how the redemption value for Series D indicated in the first sentence of this comment was reflected in your computation. Refer to ASC 260 -10-50-1.b, ASC 505 -10-50-5.b and Rule 5 -02.27(b) of Regulation S - X for further guidance in regard to disclosure requirements. Eric J. Rey Arcadia Biosciences, Inc. December 30, 2014 Page 3 You m ay contact Stephen Kim at (202) 551-3291 or Doug Jones at (202) 551-3309 if you have questions r egarding comments on the financial statements and related matte rs. Please contact Julie Griffith at (202) 551-3267 or me at (202) 551-3611 with a ny other questions. Sincerely, /s/ A. N. Parker Anne Nguyen Parker Assistant Di rector Cc: Karen Dempsey Orrick, Herrington & Sutclif fe LLP