SecProbe.io

August 6, 2019
Rajendra Ketkar
President and Chief Executive Officer
Arcadia Biosciences, Inc.
202 Cousteau Place, Suite 105
Davis, CA 95618
Re:Arcadia Biosciences, Inc.
Registration Statement on Form S-1
Filed July 26, 2019
File No. 333-232858
Dear Mr. Ketkar:
            We have limited our review of your registration statement to those issues we have
addressed in our 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1
Description of Our Capital Stock, page 5
1.Refer to Article X, Paragraph F of your Amended and Restated Certificate of
Incorporation, which identifies the Court of Chancery of the State of Delaware as the
exclusive forum for certain litigation, including "any derivative action."  Please describe
here the exclusive forum provision and disclose whether this provision applies to actions
arising under the Securities Act or Exchange Act.  We note in this regard that Section 27
of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce
any duty or liability created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
courts over all suits brought to enforce any duty or liability created by the Securities Act
or the rules and regulations thereunder.  To the extent this provision applies to claims

 FirstName LastNameRajendra Ketkar
 Comapany NameArcadia Biosciences, Inc.
 August 6, 2019 Page 2
 FirstName LastName
Rajendra Ketkar
Arcadia Biosciences, Inc.
August 6, 2019
Page 2
under the Securities Act, please add a risk factor describing the attendant risks, and state
in the prospectus that there is uncertainty whether a court would enforce the provision and
that investors cannot waive compliance with the federal securities laws and the rules and
regulations thereunder.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact J. Nolan McWilliams, Attorney-Advisor, at (202) 551-3217 or Laura
Nicholson, Special Counsel, at (202) 551-3584 with any questions you may have.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure
cc:       Mike DeAngelis, Esq.