SecProbe.io

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 February 5, 2026

Thomas Schaefer
Chief Executive Officer
Arcadia Biosciences, Inc.
5956 Sherry Lane, Suite 2000
Dallas, TX 75225

 Re: Arcadia Biosciences, Inc.
 Registration Statement on Form S-3
 Filed January 28, 2026
 File No. 333-292993
Dear Thomas Schaefer:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Liz Packebusch at 202-551-8749 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: C. Kevin Kelso, Esq.
</TEXT>
</DOCUMENT>

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 Arcadia Biosciences, Inc. 5956 Sherry Lane, Suite 2000 Dallas, TX 75225   February 5, 2026   VIA EDGAR   Securities and Exchange Commission Division of Corporation Finance Office of Energy & Transportation 100 F Street, N.E. Washington, D.C. 20549 Attn: Liz Packebusch, Esq.   Re: Arcadia Biosciences, Inc. Registration Statement on Form S-3 (No. 333-292993) Filed on January 28, 2026 Acceleration Request Requested Date: February 10, 2026 Requested Time: 5:00 P.M. Eastern Time   Ladies and Gentlemen: Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned registrant Arcadia Biosciences, Inc. (the "Company") hereby requests that the Securities and Exchange Commission take appropriate action to accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-292993) (the “Registration Statement”) and declare such Registration Statement effective as of Tuesday, February 10, 2026, at 5:00 p.m., Eastern Time, or as soon thereafter as possible, or at such later time as the Company or its outside counsel, Weintraub Tobin, may orally request via telephone call to the Staff. In making this acceleration request, the Company acknowledges that it is aware of its obligations under the Securities Act of 1933, as amended.   Please direct any questions or comments concerning this request to Kevin Kelso of Weintraub Tobin, at (916) 558-6110. Also, please orally notify Mr. Kelso when the Registration Statement has been declared effective.   Very truly yours,     Arcadia Biosciences, Inc.   By: /s/ Thomas J. Schaefer Name: Thomas J. Schaefer Title: Chief Executive Officer

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 January 27, 2026     Securities and Exchange Commission 100 F Street, NE Washington, DC 20549 Attn: Filing Desk   Re: Arcadia Biosciences, Inc. Registration Statement on Form S-3   Ladies and Gentlemen: On behalf of Arcadia Biosciences, Inc. (the “Company”), we submit for filing under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3 covering the possible resale by certain selling shareholders of shares of the Company’s Common Stock, pursuant to Rule 415 of the Act, together with certain exhibits thereto. The Company’s common stock is listed on the Nasdaq Capital Market. This filing is being effected by EDGAR. Please note that the Company has wired the filing fee to the account of the Securities and Exchange Commission. T Please call the undersigned at (916) 558-6110, or email the undersigned at kkelso@weintraub.com, with any questions or comments.     WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN Law Corporation     /s/ C. Kevin Kelso C. Kevin Kelso

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  Arcadia Biosciences, Inc.

  5950 Sherry Lane, Suite 215

  Dallas, TX 75225

  April 13, 2023

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  Office of Industrial Applications and Services

  100 F Street, N.E.

  Washington, D.C.  20549

  Attention:	    Conlon Danberg

              Re: 	    Arcadia Biosciences, Inc.

                              Registration Statement on Form S-3 (No. 333-271082)

                              Request for Acceleration

  Dear Mr. Danberg:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-271082) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on Monday, April 17, 2023, or as soon thereafter as practicable.

  If you have any questions regarding this request or the Registration Statement, please call our counsel Jeff Pietsch of Weintraub Tobin, at (916) 558-6118.

                                                                   Very truly yours,

                                                                   Arcadia Biosciences, Inc.

                                                                   By: /s/ Thomas J. Schaefer

                                                                   Thomas J. Schaefer

                                                                   Chief Financial Officer

United States securities and exchange commission logo
April 10, 2023
Stanley E. Jacot, Jr.
President and Chief Executive Officer
Arcadia Biosciences, Inc.
5950 Sherry Lane, Suite 215
Dallas, TX 75225
Re:Arcadia Biosciences, Inc.
Registration Statement on Form S-3
Filed April 3, 2023
File No. 333-271082
Dear Stanley E. Jacot:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Conlon Danberg at 202-551-4466 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:       Jeffrey Pietsch, Esq.

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  April 3, 2023

  Securities and Exchange Commission

  100 F Street, NE

  Washington, DC  20549

  Attn:  Filing Desk

  Re:	Arcadia Biosciences, Inc.

  Registration Statement on Form S-3

  Ladies and Gentlemen:

  On behalf of Arcadia Biosciences, Inc. (the “Company”), we submit for filing under the Securities Act of 1933, as amended (the “Act”), a Registration Statement on Form S-3 covering the possible resale by certain selling shareholders of shares of the Company’s Common Stock, pursuant to Rule 415 of the Act, together with certain exhibits thereto.  The Company’s common stock is listed on the Nasdaq Capital Market.

  This filing is being effected by EDGAR.  Please note that the Company has wired the filing fee to the account of the Securities and Exchange Commission. The Company does not intend to request acceleration of the effective date of the Registration Statement until the Company has filed an amendment to its Annual Report on Form 10-K for the year ended December 31, 2022 that contains the information required in Part III of Form 10-K.

  Please call the undersigned at (415) 772-9611, with any questions or comments.

  WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN

  Law Corporation

  /s/ Jeff Pietsch

  Jeff Pietsch

  {2226597.DOC;2}

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  Arcadia Biosciences, Inc.

  202 Cousteau Place, Suite 105

  Davis, CA 95618

  October 4, 2022

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C. 20549

  Attention:         Cindy Polynice

              Re:      Arcadia Biosciences, Inc.

                          Registration Statement on Form S-1 (No. 333-267637)

                          Request for Acceleration

  Dear Ms. Polynice:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. hereby requests that the effective date of its Registration Statement on Form S-1 (File No. 333-267637) be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Wednesday, October 5, 2022, or as soon thereafter as practicable.

  If you have any questions regarding this request or the Registration Statement, please call our counsel Mike De Angelis of Weintraub Tobin, at (916) 558-6164.

                                                                          Very truly yours,

                                                                          Arcadia Biosciences, Inc.

                                                                          By:/s/ Pam Haley

                                                                          Pam Haley

                                                                          Chief Financial Officer

United States securities and exchange commission logo
October 3, 2022
Stanley Jacot, Jr.
President and Chief Executive Officer
Arcadia Biosciences, Inc.
202 Cousteau Place, Suite
Davis, CA 95618
Re:Arcadia Biosciences, Inc.
Registration Statement on Form S-1
Filed September 27, 2022
File No. 333-267637
Dear Stanley Jacot, Jr.:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Cindy Polynice at 202-551-8707 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Mike DeAngelis

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  Arcadia Biosciences, Inc.

  202 Cousteau Place, Suite 105

  Davis, CA 95618

  May 10, 2022

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C.  20549

  Attention:	Celeste Murphy

  	Re: 	Arcadia Biosciences, Inc.

  		Registration Statement on Form S-3 (No. 333-264425)

  		Request for Acceleration

  Dear Celeste Murphy:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-264425) be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Thursday, May 12, 2022, or as soon thereafter as practicable.

  If you have any questions regarding this request or the Registration Statement, please call our counsel Mike De Angelis of Weintraub Tobin, at (916) 558-6164.

  			Very truly yours,

  			Arcadia Biosciences, Inc.

  	By: /s/ Pam Haley

  	Pam Haley

  Chief Financial Officer

United States securities and exchange commission logo
April 27, 2022
Stanley Jacot, Jr.
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-3
Filed April 21, 2022
File No. 333-264425
Dear Mr. Jacot:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Michael Davis at 202-551-4385 or Celeste Murphy at 202-551-3257 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeff Pietsch

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  Arcadia Biosciences, Inc.

  202 Cousteau Place, Suite 105

  Davis, CA 95618

  February 3, 2022

  VIA EDGAR

  Securities and Exchange Commission

  Division of Corporation Finance

  Office of Life Sciences

  100 F Street, N.E.

  Washington, D.C.  20549

  Attention:	Tim Buchmiller

  	Re: 	Arcadia Biosciences, Inc.

  		Registration Statement on Form S-1 (No. 333-262407)

  		Request for Acceleration

  Dear Mr. Buchmiller:

  Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. hereby requests that the effective date of its Registration Statement on Form S-1 (File No. 333-262407) be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Wednesday, February 9, 2022, or as soon thereafter as practicable.

  If you have any questions regarding this request or the Registration Statement, please call our counsel Jeff Pietsch of Weintraub Tobin, at (916) 558-6118.

  						Very truly yours,

  						Arcadia Biosciences, Inc.

  By: /s/ Pam Haley

  Pam Haley,

  Chief Financial Officer

United States securities and exchange commission logo
February 1, 2022
Pam Haley
Chief Financial Officer
Arcadia Biosciences, Inc.
202 Cousteau Place, Suite 105
Davis, CA 95618
Re:Arcadia Biosciences, Inc.
Registration Statement on Form S-1
Filed January 28, 2022
File No. 333-262407
Dear Ms. Haley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tim Buchmiller at (202) 551-3635 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Jeffrey Pietsch, Esq.

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Arcadia Biosciences, Inc.

202 Cousteau Place, Suite 105

Davis, CA 95618

February 9, 2021

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:Jordan Metoyer

Re: Arcadia Biosciences, Inc.

Registration Statement on Form S-3 (No. 333-252659)

Request for Acceleration

Dear Jordan Metoyer:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-252659) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on Thursday, February 11, 2021, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Mike De Angelis of Weintraub Tobin, at (916) 558-6164.

Very truly yours,

Arcadia Biosciences, Inc.

By: /s/ Pam Haley

Pam Haley

Chief Financial Officer

United States securities and exchange commission logo
February 5, 2021
Matthew T. Plavan
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-3
Filed February 2, 2021
File No. 333-252659
Dear Mr. Plavan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jordan Metoyer at 202-551-6001 or Tim Buchmiller at 202-551-3635 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael De Angelis, Esq.

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Arcadia Biosciences, Inc.

202 Cousteau Place, Suite 200

Davis, CA 95618

September 1, 2020

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:Deanna Virginio

Re: Arcadia Biosciences, Inc.

Registration Statement on Form S-3 (No. 333-239641)

Request for Acceleration

Dear Ms. Virginio:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. hereby requests that the effective date of its Registration Statement on Form S-3 (File No. 333-239641) be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Thursday, September 3, 2020, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Jeff Pietsch of Weintraub Tobin, at (415) 772-9611.

Very truly yours,

Arcadia Biosciences, Inc.

By: /s/ Pam Haley

Pam Haley

Chief Financial Officer

United States securities and exchange commission logo
July 8, 2020
Pamela Haley
Chief Financial Officer
Arcadia Biosciences, Inc.
202 Cousteau Place, Suite 105
Davis, CA 95618
Re:Arcadia Biosciences, Inc.
Registration Statement on Form S-3
Filed July 2, 2020
File No. 333-239641
Dear Ms. Haley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Deanna Virginio at 202-551-4530 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael De Angelis, Esq.

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Arcadia Biosciences, Inc.

202 Cousteau Place, Suite 200

Davis, CA 95618

December 18, 2019

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C.  20549

Attention:Ada D. Sarmento

Re: Arcadia Biosciences, Inc.

Registration Statement on Form S-1 (No. 333-235446)

Request for Acceleration

Dear Ms. Sarmento:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. hereby requests that the effective date of its Registration Statement on Form S-1 (File No. 333-235446) be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Friday, December 20, 2019, or as soon thereafter as practicable.

If you have any questions regarding this request or the Registration Statement, please call our counsel Mike De Angelis of Weintraub Tobin, at (916) 558-6164.

Very truly yours,

Arcadia Biosciences, Inc.

By: /s/ Pam Haley

Pam Haley

Chief Financial Officer

December 17, 2019
Matthew T. Plavan
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 December 11, 2019
File No. 333-235446
Dear Mr. Plavan:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Ada D. Sarmento at 202-551-3798 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Michael De Angelis, Esq.

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Acceleration Request Letter

 Arcadia Biosciences, Inc.

202 Cousteau Place, Suite 200

Davis, CA 95618

 August 26,
2019

 VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:
 J. Nolan McWilliams

Re:
 Arcadia Biosciences, Inc.

 Registration Statement on Form S-1 (No. 333-232858)

 Request for Acceleration

Dear Mr. McWilliams:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-1 (File No. 333-232858) be accelerated so that the same will become effective at 4:00 p.m., Eastern Time, on Tuesday, August 27, 2019, or as soon thereafter as practicable.

The Company hereby acknowledges the following:

(i)     should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

 (ii)    the action of the Commission
or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii)    the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding
this request or the Registration Statement, please call our counsel Mike De Angelis of Weintraub Tobin, at (916) 558-6164.

 Very truly yours,

 Arcadia
Biosciences, Inc.

By:

 /s/ Matthew T. Plavan

 Matthew T. Plavan

 Chief Financial
Officer

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 August 21, 2019

Via EDGAR

 Division of Corporation Finance

Office of Transportation and Leisure

 United States Securities
and Exchange Commission

 100 F Street, N.E.

 Washington, D.C.
20549

Attention:
 Laura Nicholson and J. Nolan McWilliams

Re:
 Arcadia Biosciences, Inc.

 Registration Statement on Form S-1

 Filed July 26, 2019

 File No. 333-232858

Dear Ms. Nicholson and Mr. McWilliams:

This letter is submitted on behalf of Arcadia Biosciences, Inc. (the “Company”) in response to the comment letter
(“Comment Letter”) dated August 6, 2019 issued by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced registration
statement on Form S-1 (“Registration Statement”), filed by the Company with the Commission on July 26, 2019. The Company is concurrently filing Amendment No. 1 to the Registration
Statement (“Amendment No. 1”), which includes changes to reflect responses to the Staff’s comments and other updates.

For reference purposes, the Staff’s comment, as reflected in the Comment Letter, is reproduced below, and the corresponding response of
the Company follows the text of such comment.

 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 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.

 Response:

In response to the Staff’s comment, the Company has revised the disclosure on page 7 of Amendment No. 1.

Please contact me at (916) 558-6164 if you have any questions or require any additional information in
connection with this letter or Amendment No. 1.

Very truly yours,

 /s/ Michael De Angelis

Michael De Angelis

cc:
 Matthew Plavan (Arcadia Biosciences, Inc.)

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.

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CORRESP

 Arcadia Biosciences, Inc.

202 Cousteau Place, Suite 200

Davis, CA 95618

 February 13,
2019

 VIA EDGAR

 Securities and
Exchange Commission

 Division of Corporation Finance

 100 F
Street, N.E.

 Washington, D.C. 20549

Attention:    John Dana Brown

Re:
 Arcadia Biosciences, Inc.

 Registration Statement on Form S-1 (No. 333-229047)

 Request for Acceleration

Dear Mr. Brown:

 Pursuant to Rule 461
promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. (the “Company”) hereby requests that the effective date of its Registration Statement on Form S-1 (File No. 333-229047) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on Thursday, February 14, 2019, or as soon thereafter as practicable.

The Company hereby acknowledges the following:

(i)    should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does
not foreclose the Commission from taking any action with respect to the filing;

 (ii)    the action of the Commission
or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

(iii)    the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding
this request or the Registration Statement, please call our counsel Mike De Angelis of Weintraub Tobin, at (916) 558-6164.

Very truly yours,

Arcadia Biosciences, Inc.

By: /s/ Matthew T. Plavan

Matthew T. Plavan

Chief Financial Officer

February 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 December 27, 2018
File No. 333-229047
Dear Mr. Ketkar:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact John Dana Brown at 202-551-3859 with any questions.
Sincerely,
Division of Corporation Finance
Office of Transportation and Leisure

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 June 6, 2018

VIA EDGAR

 Securities and Exchange
Commission

 Division of Corporation Finance

 100 F Street,
N.E.

 Washington, D.C. 20549

Attention:

Sonia Bednarowski

Re:

Arcadia Biosciences, Inc.

Registration Statement on Form S-3 (No. 333-224893)

Request for Acceleration

 Dear Ms. Bednarowski:

Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Arcadia Biosciences, Inc. (the “Company”) hereby requests that the
effective date of its Registration Statement on Form S-3 (File No. 333-224893) be accelerated so that the same will become effective at 5:00 p.m., Eastern Time, on
Friday, June 8, 2018, or as soon thereafter as practicable.

 The Company hereby acknowledges the following:

(i)
should the Commission or the Staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

(ii)
the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the
disclosure in the filing; and

(iii)
the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 If you have any questions regarding this request or the Registration Statement, please call our counsel Jeff Pietsch of Weintraub Tobin, at
(415) 772-9611.

 Very truly yours,

 Arcadia
Biosciences, Inc.

By:

/s/ Matthew T. Plavan

 Matthew T. Plavan

 Chief Financial
Officer

CORRESP
1
filename1.htm

CORRESP

 May 29, 2018

 Via
EDGAR

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F Street, N.E.

Washington, D.C. 20549

Attention:
    Sonia Bednarowski and Nolan McWilliams

Re:
Arcadia Biosciences, Inc.

SEC Comment Letter dated May 24, 2018

Registration Statement on Form S-3

File No. 333-224893

 Dear Ms. Bednarowski and
Mr. McWilliams:

 This letter is submitted on behalf of Arcadia Biosciences, Inc. (the “Company”) in response to the comment
letter (“Comment Letter”) dated May 24, 2018 issued by the Staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the above-referenced registration statement on Form S-3
(“Registration Statement”), filed by the Company with the Commission on May 11, 2018.

 For reference purposes, the Staff’s
comment, as reflected in the Comment Letter, is reproduced below, and the corresponding response of the Company follows the text of such comment.

General

1.
Please provide the basis for your conclusion that you are eligible to conduct a primary offering under General Instruction I.B.1 of Form S-3. Alternatively, to the extent you
intend to rely on General Instruction I.B.6 of Form S-3, please include the information required by Instruction 7 on the prospectus cover page.

Response to Comment 1:

 The Company
advises the Staff that it is eligible to register securities on the Registration Statement pursuant to General Instruction I.B.1 of Form S-3 because the aggregate market value of its voting and non-voting
common equity held by non-affiliates, computed by using the price

 at which the Company’s common stock was last sold as of a date within 60 days prior to the date of filing of
the Registration Statement with the Commission, exceeded $75 million. On May 11, 2018, the Company had 3,382,019 shares of the Company’s common stock outstanding, of which 1,587,703 shares were held by affiliates. In addition, the closing
price of the Company’s common stock on the NASDAQ Capital Market on March 14, 2018 (a date within 60 days prior to May 11, 2018) was $47.99. Therefore, the aggregate market value of the Company’s common stock held by non-affiliates on the date the Company filed the Registration Statement with the Commission was $86,109,224 (1,794,316 shares of common stock held by non-affiliates, times
$47.99 per share), making the Company eligible to use Form S-3 pursuant to General Instruction I.B.1.

We hope that the foregoing has been responsive to the Staff’s comment. If you should have any questions about this letter or require any
further information, please call the undersigned at (916) 558-6164.

Very truly yours,

 /s/ Michael De Angelis

Michael De Angelis

 cc: Matthew Plavan (Arcadia Biosciences, Inc.)

 Page 2

May 24, 2018
Matthew Plavan
Chief Financial Officer
Arcadia Biosciences, Inc.
202 Cousteau Place, Suite 105
Davis, CA 95618
Re:Arcadia Biosciences, Inc.
Registration Statement on Form S-3
Filed May 11, 2018
File No. 333-224893
Dear Mr. Plavan:
            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.
Registration Statement on Form S-3
General
1.Please provide the basis for your conclusion that you are eligible to conduct a primary
offering under General Instruction I.B.1 of Form S-3.  Alternatively, to the extent you
intend to rely on General Instruction I.B.6 of Form S-3, please include the information
required by Instruction 7 on the prospectus cover page.
            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.

 FirstName LastNameMatthew  Plavan
 Comapany NameArcadia Biosciences, Inc.
 May 24, 2018 Page 2
 FirstName LastName
Matthew  Plavan
Arcadia Biosciences, Inc.
May 24, 2018
Page 2
            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 Sonia Bednarowski at 202-551-3666 or Nolan McWilliams at 202-551-
3217 with any questions.
Division of Corporation Finance
Office of Transportation and Leisure

CORRESP
1
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ARCADIA BIOSCIENCES, INC.
  202 Cousteau Place, Suite 105
 Davis, CA 95618

May 14, 2015

VIA EDGAR

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C.  20549

Attn:

Anne   Nguyen Parker, Assistant Director

Julie   Griffith

Stephen   Kim

Doug   Jones

Re:

Arcadia   Biosciences, Inc.  — 3rd Acceleration Request

Acceleration Request

Requested   Date:

May 14,   2015

Requested   Time:

4:30 p.m.   Eastern Time

Ladies and Gentlemen:

Arcadia Biosciences, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the Company’s Registration Statement on Form S-1 (File No. 333-202124), as amended, effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Karen A. Dempsey or Christopher J. Austin, both of whom are attorneys with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.  The Company also confirms that its prior request for acceleration, which was submitted to be effective at 9:00 a.m. Eastern Time on May 14th, was orally withdrawn by Ms. Dempsey prior to the Staff declaring the Registration Statement effective.

In connection with this acceleration request, the Company hereby acknowledges that:

·                  should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of such effectiveness by a telephone call to Ms. Dempsey at (415) 773-4140, or in her absence, Mr. Austin at (212) 506-5234.

[Signature page follows]

Sincerely,

ARCADIA   BIOSCIENCES, INC.

By:

/s/   Wendy S. Neal

Name:   Wendy S. Neal

Title:   Vice President & Chief Legal Officer

cc:

Eric   J. Rey, Arcadia Biosciences, Inc.

Karen   A. Dempsey, Orrick, Herrington & Sutcliffe, LLP

Christopher   J. Austin, Orrick, Herrington & Sutcliffe, LLP

Andrew   S. Williamson, Cooley LLP

May 14, 2015

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC  20549

Attention:                                         Anne Nguyen Parker

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.

Registration Statement on Form S-1 (File No. 333-202124)

Ladies and Gentlemen:

We hereby join the Company in requesting withdrawal of our previous request for acceleration of the above-referenced Registration Statement, which was dated May 13, 2015.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between April 30, 2015 and the date thereof, we distributed approximately 3,397 copies of the Preliminary Prospectus dated April 30, 2015 to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, and on May 14, 2015, we distributed approximately 350 copies of the Preliminary Prospectus dated May 14, 2015 to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m. Eastern Time, on Thursday, May 14, 2015 or as soon thereafter as practicable.

[signature page follows]

Very   truly yours,

Credit   Suisse Securities (USA) LLC

J.P.   Morgan Securities LLC

As representatives of   the several underwriters

Credit   Suisse Securities (USA) LLC

By:

/s/   John M. Traugott

Authorized   Signatory

J.P.   Morgan Securities LLC

By:

/s/   Geoff Paul

Authorized   Signatory

[Signature Page to Acceleration Request of the Underwriters]

CORRESP
1
filename1.htm

ARCADIA BIOSCIENCES, INC.
  202 Cousteau Place, Suite 105
 Davis, CA 95618

May 13, 2015

VIA EDGAR

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C.  20549

Attn:                    Anne Nguyen Parker, Assistant Director

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.  – 2nd Acceleration Request

Acceleration Request

Requested Date:

May 14, 2015

Requested Time:

9:00 a.m. Eastern Time

Ladies and Gentlemen:

Arcadia Biosciences, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the Company’s Registration Statement on Form S-1 (File No. 333-202124), as amended, effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Karen A. Dempsey or Christopher J. Austin, both of whom are attorneys with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.  The Company also confirms that its prior request for acceleration that was submitted was orally withdrawn by Ms. Dempsey on May 12th at approximately 4:00 pm ET prior to the Staff declaring the Registration Statement effective.

In connection with this acceleration request, the Company hereby acknowledges that:

·                  should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of such effectiveness by a telephone call to Ms. Dempsey at (415) 773-4140, or in her absence, Mr. Austin at (212) 506-5234.

[Signature page follows]

Sincerely,

ARCADIA BIOSCIENCES, INC.

By:

/s/ Wendy S. Neal

Name: Wendy S. Neal

Title: Vice President & Chief Legal   Officer

cc:                                Eric J. Rey, Arcadia Biosciences, Inc.

Karen A. Dempsey, Orrick, Herrington & Sutcliffe, LLP

Christopher J. Austin, Orrick, Herrington & Sutcliffe, LLP

Andrew S. Williamson, Cooley LLP

May 13, 2015

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549

Attention:                                         Anne Nguyen Parker

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.

Registration Statement on Form S-1 (File No. 333-202124)

Ladies and Gentlemen:

We hereby join the Company in requesting withdrawal of our previous request for acceleration of the above-referenced Registration Statement, which was dated May 8, 2015.

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between April 30, 2015 and the date thereof, we distributed approximately 3,397 copies of the Preliminary Prospectus dated April 30, 2015 to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement, and on May 13, 2015, we expect to distribute approximately 350 copies of the Preliminary Prospectus dated May 13, 2015 to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 9:00 a.m. Eastern Time, on Thursday, May 14, 2015 or as soon thereafter as practicable.

[signature page follows]

Very truly yours,

Credit Suisse Securities (USA) LLC

J.P. Morgan Securities LLC

As representatives of the several   underwriters

Credit Suisse Securities (USA)   LLC

By:

/s/ John M. Traugott

Authorized   Signatory

J.P. Morgan Securities LLC

By:

/s/ Geoff Paul

Authorized   Signatory

[Signature Page to Acceleration Request of the Underwriters]

CORRESP
1
filename1.htm

ORRICK, HERRINGTON &   SUTCLIFFE LLP

THE ORRICK BUILDING
   405 HOWARD STREET
   SAN FRANCISCO, CALIFORNIA  94105-2669

tel  +1-415-773-5700

fax  +1-415-773-5759

WWW.ORRICK.COM

Karen Dempsey

(415) 773-4140

kdempsey@orrick.com

May 10, 2015

VIA EDGAR AND OVERNIGHT COURIER

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Anne Nguyen Parker, Assistant Director

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.
 Registration Statement on Form S-1
 Filed on February 17, 2015
 File No. 333-202124

Ladies and Gentlemen:

We are submitting this letter on behalf of our client, Arcadia Biosciences, Inc. (“we,” “us” or the “Company”), in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated May 8, 2015, relating to the Registration Statement on Form S-1 (the “Registration Statement”) filed on February 17, 2015 and previously amended on April 6, 2015 and April 30, 2015. Amendment No. 3 to the Registration Statement (“Amendment No. 3”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. We have enclosed with the copy of this letter that is being transmitted via overnight delivery six (6) copies of Amendment No. 3 in paper format, which have been marked to show changes from the Registration Statement as last amended on April 30, 2015.

Prospectus Summary, page 1

1.                                      Please briefly disclose in the Summary that up to 72% of the company’s stock will be held by Moral Compass Corporation and Mandela Capital following the offering.

In response to the Staff’s comment, the Company has added disclosure in the Summary on page 6 of Amendment No. 3 to disclose that up to 72% of the Company’s stock will be held by Moral Compass Corporation and Mandala Capital following the offering.

2.                                      Further, please disclose in the Summary the dilution that will occur as a result of the disparity between the price that the public shareholders are likely to pay in the offering and the net book value of the shares.

In response to the Staff’s comment, the Company has added disclosure in the Summary on page 6 of Amendment No. 3 to disclose the dilution that public shareholders will experience as a result of the offering.

Use of Proceeds, page 38

3.                                      Please state the respective amounts for the estimated expenses and underwriting discounts and commissions in arriving at the estimated net proceeds of the offering.

In response to the Staff’s comment, the Company has added disclosure on page 38 of Amendment No. 3 under Use of Proceeds that discloses the respective amounts for the estimated expenses and underwriting discounts and commissions used in the calculation of estimated net proceeds of the offering.

Capitalization, page 39

4.                                      Please revise the pro forma information here and elsewhere in the filing as appropriate to reflect the debt activity subsequent to December 31, 2014, as disclosed under Liquidity and Capital Resources and note 16 of the notes to the financial statements, including all related impacts on cash.

In response to the Staff’s comment, the Company has revised the pro forma information on pages 11, 39 and 40 of Amendment No. 3 to reflect the Company’s debt activity subsequent to December 31, 2014, as currently disclosed under Liquidity and Capital Resources and note 16 of the notes to the financial statements, including all related impacts on cash.

Index to Consolidated Financial Statements, page F-1

5.                                      Please note the requirement pursuant to Rule 8-08 of Regulation S-X to update the financial statements included in the filing should the filing not become effective on or before May 14, 2015.

The Company advises the Staff that it is aware of the requirement pursuant to Rule 8-08 of Regulation S-X and notes that it has submitted an acceleration request requesting that the Commission declare the Registration Statement effective at 4:30 p.m. Eastern Time on May 12, 2015. The Company further advises the Staff that its reverse stock split was effected on May 8, 2015 and Amendment No. 3 now reflects that the stock split has occurred, and includes an unlegended audit opinion of Deloitte & Touche LLP as well as an updated auditor’s consent and related exhibits.

***************

2

Please direct your questions or comments regarding the Company’s responses or Amendment No. 3 to the undersigned at (415) 773-4140 or by email at kdempsey@orrick.com or, in my absence, to Christopher Austin at (212) 506-5234 or by email at caustin@orrick.com.

Sincerely,

ORRICK,   HERRINGTON & SUTCLIFFE, LLP

/s/   Karen A. Dempsey

Karen   A. Dempsey

cc:                                Eric J. Rey, Arcadia Biosciences, Inc.

Wendy S. Neal, Arcadia Biosciences, Inc.

Christopher Austin, Orrick, Herrington & Sutcliffe, LLP

Drew Williamson, Cooley LLP

3

May 8, 2015

Eric J. Rey
President and  Chief  Executive Officer
Arcadia Biosci ences, Inc.
202 Coust eau Place, Suite 105
Davis, CA 95618

Re: Arcadia Biosci ences, Inc.
Amendment No. 2 to
Registration Statement on Form S-1
Filed April 30, 2015
File No. 333-202124

Dear Mr. Rey:

We have reviewed your amended 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 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 yo ur
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.

Prospectus Summary, page 1

1. Please briefly disclose in the Summary that up to 72%  of the company’s stock will be
held by Moral Compass Corporation and Mandela Capital following the offering.

2. Further, please disclose in the Summary the dilution that will occur as a result of the
disparity between the price that the public shareholder s are likely to pay in the offering
and the net book value of the shares.

Use of Proceeds, page 38

3. Please state the respective amounts for the estimated expenses and underwriting
discounts and commissions in arriving at the estimated net proceeds of the offering.

Eric J. Rey
Arcadia Biosciences, Inc.
May 5, 2015
Page 2

Capitalization, page 39

4. Please revise the pro forma information here and elsewhere in the filing as appropriate to
reflect the debt activity subsequent to December 31, 2014, as disclosed under Liquidity
and Capital Resources and note 16 of th e notes to the financial statements, including all
related impacts on cash.

Index to Consolidated Financial Statements, page F -1

5. Please note the requirement pursuant to Rule 8 -08 of Regulation S -X to update the
financial statements included in the filing  should the filing not become effective on or
before May 14, 2015.

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

CORRESP
1
filename1.htm

ARCADIA BIOSCIENCES, INC.
  202 Cousteau Place, Suite 105
 Davis, CA 95618

May 8, 2015

VIA EDGAR

U.S. Securities and Exchange Commission
 100 F Street, N.E.
 Washington, D.C.  20549

Attn:

Anne Nguyen Parker, Assistant Director

Julie Griffith

Stephen Kim

Doug Jones

Re:                                      Arcadia Biosciences, Inc. Acceleration Request

Acceleration Request

Requested Date:

May 12, 2015

Requested Time:

4:30 p.m. Eastern Time

Ladies and Gentlemen:

Arcadia Biosciences, Inc. (the “Company”) hereby requests that the Securities and Exchange Commission (the “Commission”) take appropriate action to declare the Company’s Registration Statement on Form S-1 (File No. 333-202124), as amended, effective at the “Requested Date” and “Requested Time” set forth above or as soon thereafter as practicable.

The Company hereby authorizes Karen A. Dempsey or Christopher J. Austin, both of whom are attorneys with the Company’s outside legal counsel, Orrick, Herrington & Sutcliffe LLP, to orally modify or withdraw this request for acceleration.

In connection with this acceleration request, the Company hereby acknowledges that:

·                  should the Commission or the staff of the Commission, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

·                  the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

·                  the Company may not assert the staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

The Company requests that it be notified of such effectiveness by a telephone call to Ms. Dempsey at (415) 773-4140, or in her absence, Mr. Austin at (212) 506-5234.

[Signature page follows]

Sincerely,

ARCADIA BIOSCIENCES, INC.

By:

/s/ Wendy S. Neal

Name: Wendy S. Neal

Title: Vice President & Chief Legal   Officer

cc:

Eric J. Rey, Arcadia Biosciences, Inc.

Karen   A. Dempsey, Orrick, Herrington & Sutcliffe, LLP

Christopher   J. Austin, Orrick, Herrington & Sutcliffe, LLP

Andrew   S. Williamson, Cooley LLP

May 8, 2015

VIA EDGAR

United States Securities and Exchange Commission
 Division of Corporation Finance
 100 F Street, N.E.
 Washington, DC 20549

Attention:

Anne Nguyen Parker

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.

Registration Statement on Form S-1 (File No. 333-202124)

Ladies and Gentlemen:

Pursuant to Rule 460 of the General Rules and Regulations under the Securities Act of 1933, as amended, we wish to advise that between April 30, 2015 and the date hereof, approximately 3,397 copies of the Preliminary Prospectus dated April 30, 2015 were distributed to prospective underwriters, institutional investors and prospective dealers in connection with the above-captioned Registration Statement.

We wish to advise you that the participating underwriters have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

We hereby join in the request of the registrant that the effectiveness of the above-captioned Registration Statement, as amended, be accelerated to 4:30 p.m. Eastern Time, on Tuesday, May 12, 2015 or as soon thereafter as practicable.

[signature page follows]

Very truly yours,

Credit Suisse Securities (USA) LLC

J.P. Morgan Securities LLC

As   representatives of the several underwriters

Credit Suisse Securities (USA)   LLC

By:

/s/ John M. Traugott

Authorized   Signatory

J.P. Morgan Securities LLC

By:

/s/ Geoff Paul

Authorized   Signatory

[Signature Page to Acceleration Request of the Underwriters]

CORRESP
1
filename1.htm

ORRICK, HERRINGTON &   SUTCLIFFE LLP

THE ORRICK BUILDING

405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA   94105-2669

tel +1-415-773-5700

fax +1-415-773-5759

WWW.ORRICK.COM

Karen Dempsey

(415) 773-4140

kdempsey@orrick.com

April 30, 2015

VIA EDGAR AND OVERNIGHT COURIER

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Anne Nguyen Parker, Assistant Director

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.
 Registration Statement on Form S-1
 Filed on February 17, 2015
 File No. 333-202124

Ladies and Gentlemen:

We are submitting this letter on behalf of our client, Arcadia Biosciences, Inc. (“we,” “us” or the “Company”), in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated April 10, 2015, relating to the Registration Statement on Form S-1 (the “Registration Statement”) filed on February 17, 2015 and first amended on April 6, 2015. Amendment No. 2 to the Registration Statement (“Amendment No. 2”) is being submitted concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. We have enclosed with the copy of this letter that is being transmitted via overnight delivery six (6) copies of Amendment No. 2 in paper format, which have been marked to show changes from the Registration Statement as last amended on April 6, 2015.

Liquidity and Capital Resources, page 52

1.                                      We note that in this amendment you have deleted the sentence “We believe that our existing cash and cash equivalents will be sufficient to meet our anticipated cash requirements for at least the next 12 months.” Please disclose whether you believe that your existing cash and cash equivalents will be sufficient to meet your anticipated cash requirements for at least the next 12 months. Provide risk factor discussion as appropriate.

The Company advises the Staff that it recently obtained additional debt financing in the form of a $20.0 million senior secured term loan facility, which is described beginning on page 53 of Amendment No. 2. With this debt financing, the Company believes that its existing cash and cash equivalents will be sufficient to meet its anticipated cash requirements for at least the next 12 months.  As a result, the Company has revised the disclosures in the Registration Statement with respect to its liquidity and has reinserted the statement noted by the Staff in Comment 1.

2.                                      We note your disclosure on page F-17 that “As of December 31, 2014, the debt balance was $13.5 million with a maturity date of January 15, 2015. The maturity date was extended to April 15, 2015 and an additional $1.0 million was funded by VUSA, also due April 15, 2015.” Please tell us the status of this debt and the anticipated effect on your company at the April 15, 2015 maturity date. Provide risk factor discussion as appropriate.

The Company advises the Staff that, as noted on page F-17, it expects that VUSA will continue to provide Limagrain Cereal Seeds, LLC (“LCS”) with additional debt financing as needed.  In regards to the existing debt as of December 31, 2014, the Company expects that VUSA will continue to extend the maturity date for additional three months periods, as it has done every three months since October 2012.   In the event that VUSA is unwilling to extend the maturity date of the note or provide additional debt financing as needed, and should additional capital in the form of equity be necessary to support the operations of LCS, the Company has the option to fund its pro rata share of such obligation or elect to have its ownership interest diluted.  We advise the Staff that the third bullet under the risk factor on page 19 titled “Our joint venture agreements could present a number of challenges…” specifically addresses the risk of the Company being unable to pay its share of the joint venture’s obligations and notes that its ownership interest could be reduced.

***************

Please direct your questions or comments regarding the Company’s responses or Amendment No. 2 to the undersigned at (415) 773-4140 or by email at kdempsey@orrick.com or, in my absence, to Christopher Austin at (212) 506-5234 or by email at caustin@orrick.com.

Sincerely,

ORRICK,   HERRINGTON & SUTCLIFFE, LLP

/s/   Karen A. Dempsey

Karen   A. Dempsey

cc:                                Eric J. Rey, Arcadia Biosciences, Inc.

Wendy S. Neal, Arcadia Biosciences, Inc.

Christopher Austin, Orrick, Herrington & Sutcliffe, LLP

Drew Williamson, Cooley LLP

2

April 10, 2015

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
Registration Statement on Form S-1
Filed April 6, 2015
File No. 333 -202124

Dear Mr. Rey:

We have reviewed your amended 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 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.

Liquidity and Capita l Resources, page 52
1. We note that in this amendment you have deleted the sentence “We believe that our
existing cash and cash equivalents will be sufficient to meet our anticipated cash
requirements for at least the next 12 months.”  Please disclose whethe r you believe that
your existing cash and cash equivalents will be sufficient to meet your anticipated cash
requirements for at least the next 12 months.  Provide risk factor discussion as
appropriate.

2. We note your disclosure on page F -17 that “As of Dece mber 31, 2014, the debt balance
was $13.5 million with a maturity date of January 15, 2015. The maturity date was
extended to April 15, 2015 and an additional $1.0 million was funded by VUSA, also due
April 15, 2015.”  Please tell us the status of this deb t and the anticipated effect on your

Eric J.  Rey
Arcadia Biosciences, Inc.
April 10, 2015
Page 2

 company at the April 15, 2015 maturity date.  Provide risk factor discussion as
appropriate.

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

CORRESP
1
filename1.htm

ORRICK, HERRINGTON & SUTCLIFFE LLP

THE ORRICK BUILDING

405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA 94105-2669

tel +1-415-773-5700

fax +1-415-773-5759

WWW.ORRICK.COM

Karen Dempsey

(415) 773-4140

kdempsey@orrick.com

April 3, 2015

VIA EDGAR AND OVERNIGHT COURIER

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Anne Nguyen Parker, Assistant Director

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.
 Registration Statement on Form S-1
 Filed on February 17, 2015
 File No. 333-202124

Ladies and Gentlemen:

We are submitting this letter on behalf of our client, Arcadia Biosciences, Inc. (“we,” “us” or the “Company”), in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter dated March 2, 2015, relating to the Registration Statement on Form S-1 (the “Registration Statement”) filed on February 17, 2015. Amendment No. 1 to the Registration Statement (“Amendment No. 1”) is being submitted concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. We have enclosed with the copy of this letter that is being transmitted via overnight delivery six (6) copies of Amendment No. 1 in paper format, which have been marked to show changes from the Registration Statement filed on February 17, 2015.

Exhibit 5.1

1.                                      Please file the legal opinion as Exhibit 5.1 prior to requesting effectiveness.

In order to facilitate the review of the Registration Statement, the Company hereby provides the Staff with a draft of the form of legal opinion of Orrick, Herrington & Sutcliffe LLP, legal counsel to the Company, attached hereto as Exhibit A. The Company will file the final form of such opinion as Exhibit 5.1 prior to requesting effectiveness of the Registration Statement.

Index to Consolidated Financial Statements, Page F- 1

2.                                      Please update your financial statements pursuant to Rule 3-12(b) and (d) of Regulation S-X.

In response to the Staff’s comment, the Company has included in Amendment No. 1 updated financial information for the year ended December 31, 2014.

***************

Please direct your questions or comments regarding the Company’s responses or Amendment No. 1 to the undersigned at (415) 773-4140 or by email at kdempsey@orrick.com or, in my absence, to Christopher Austin at (212) 506-5234 or by email at caustin@orrick.com.

Sincerely,

ORRICK,   HERRINGTON & SUTCLIFFE, LLP

/s/   Karen A. Dempsey

Karen   A. Dempsey

cc:                                Eric J. Rey, Arcadia Biosciences, Inc.

Wendy S. Neal, Arcadia Biosciences, Inc.

Christopher Austin, Orrick, Herrington & Sutcliffe, LLP

Drew Williamson, Cooley LLP

2

In connection with this response, the Company hereby acknowledges that:

·                  the Company is responsible for the adequacy and accuracy of the disclosure in its filings;

·                  the Staff’s comments or changes to disclosure in response to the Staff’s comments do not foreclose the Commission from taking any action with respect to the filings; and

·                  the Company may not assert the Staff’s comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Acknowledged:

/s/   Eric J. Rey

Eric   J. Rey

President and Chief Executive Officer

3

Exhibit A

ORRICK, HERRINGTON & SUTCLIFFE LLP

THE ORRICK BUILDING

405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA 94105-2669

tel +1-415-773-5700

fax +1-415-773-5759

WWW.ORRICK.COM

                            , 2015

Arcadia Biosciences, Inc.
 202 Cousteau Place, Suite 200

Davis, CA 95618

Re:                                    Registration Statement on Form S-1

Ladies and Gentlemen:

We are acting as counsel for Arcadia Biosciences, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 filed by the Company with the Securities and Exchange Commission (the “Commission”) on February 17, 2015 (File No. 333-202124), as amended (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of [·] shares of common stock of the Company, par value $0.001 per share, (the “Primary Shares”) and [·] shares of which may be purchased by the underwriters pursuant to an option to purchase additional shares (the “Overallotment Shares,” and together with the Primary Shares, the “Shares”). We understand that the Shares are to be sold to the underwriters for resale to the public as described in the Registration Statement and pursuant to an underwriting agreement, substantially in the form filed as an exhibit to the Registration Statement, to be entered into by and among the Company and the underwriters (the “Underwriting Agreement”).

In connection with rendering the opinion set forth below, we have examined and relied upon originals or copies, certified or otherwise identified to our satisfaction, of instruments, documents, and records which we deemed relevant and necessary for the purpose of rendering our opinion set forth below. In such examination, we have assumed the following: (a) the

4

authenticity of original documents and the genuineness of all signatures, (b) the conformity to the originals of all documents submitted to us as copies, (c) the representations of officers and employees are correct as to questions of fact, and (d) the Registration Statement has been declared effective pursuant to the Securities Act and (e) a pricing committee of the board of directors will have taken action necessary to set the sale price of the Shares.

Our opinion herein is limited to the General Corporation Law of the State of Delaware.

Based upon the foregoing, we are of the opinion that the Shares to issued and sold by the Company have been duly authorized and, when such Shares are issued and paid for in accordance with the terms of the Underwriting Agreement, will be validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission promulgated thereunder, nor do we thereby admit that we are “experts” within the meaning of such term as used in the Securities Act with respect to any part of the Registration Statement, including this opinion letter as an exhibit or otherwise.

Very truly yours,

ORRICK, HERRINGTON & SUTCLIFFE LLP

5

March 2, 2015

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.
Registration Statement on Form S-1
Filed February 17, 2015
File No. 333-202124

Dear Mr. Rey:

We have reviewed your 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 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 reviewin g any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

Exhibit 5.1

1. Please file the legal opinion as Exhibit 5.1 prior to requesting effectiveness.

Index to Consoli dated Financial Statements, page F -1

2. Please update your financial statements pursuant to Rule 3 -12(b) and (d) of
Regulation S -X.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and a dequacy of the disclosures they have made.

Eric J. Rey
Arcadia Biosciences, Inc.
March 2, 2015
Page 2

 Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending regist ration statement, please provide  a written statement from the company
acknowledging that:

 should t he Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delega ted authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 460 and 461 regarding reque sts for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities under
the Securitie s Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effectiv e date of the
registration statement.

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

CORRESP
1
filename1.htm

ORRICK, HERRINGTON &   SUTCLIFFE LLP

THE ORRICK BUILDING

405 HOWARD STREET

SAN FRANCISCO, CALIFORNIA   94105-2669

tel +1-415-773-5700

fax +1-415-773-5759

WWW.ORRICK.COM

Karen Dempsey

(415) 773-4140

kdempsey@orrick.com

February 17, 2015

VIA EDGAR AND OVERNIGHT COURIER

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Attn:                    Anne Nguyen Parker, Assistant Director

Julie Griffith

Stephen Kim

Doug Jones

Re:                             Arcadia Biosciences, Inc.
 Registration Statement on Form S-1
 Filed February 17, 2015
 CIK No. 0001469443

Ladies and Gentlemen:

We are submitting this letter on behalf of our client, Arcadia Biosciences, Inc. (“we,” “us” or the “Company”), in response to the comments from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”), received by letter dated December 30, 2014, relating to Amendment No. 1 (“Amendment No. 1”) to the draft registration statement on Form S-1 confidentially submitted on December 22, 2014 (the “Registration Statement”).  The Registration Statement on Form S-1 (the “Form S-1”) is being filed concurrently herewith. The numbered paragraphs below correspond to the numbered comments in the Staff’s letter and the Staff’s comments are presented in bold italics. Except as otherwise specifically indicated, page references herein correspond to the pages of the Form S-1. We have also enclosed with the copy of this letter that is being transmitted via overnight delivery, six (6) copies of the Form S-1 in paper format, which have been marked to show changes from Amendment No. 1.

Prospectus Summary, page 1

Overview, page 1

1.              Please provide disclosure 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 commercial product development.” Please provide this disclosure or similar disclosure the first time you mention that you are “leading.”

In response to the Staff’s comment, the Company has revised its disclosures in the first paragraph of the Prospectus Summary on page 1 of the Form S-1 to indicate the basis as to why it believes it is a leading trait development company.  With respect to the Staff’s comment in the second sentence as to the Company’s statement that it believes it is “positioned at the nexus of basic research and commercial product development,” the Company notes that the statement also appears near the first time the Company mentions that it is “leading,” in the second sentence of the second paragraph of the Prospectus Summary on page 1.

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.

In response to the Staff’s comment, additional disclosure has been added to page 68 of the Form S-1 to explain how the development stages initially developed and utilized by Monsanto have now been adopted by other companies and research analysts and are generally applicable to other seed trait companies, due in part to the impact of plant biology on the development process and timeline.

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 the 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

2

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 been 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.

The Company respectfully advises the Staff that it accretes changes in redemption value over the period through the earliest redemption date using the interest method, as disclosed in page F-25 of the Form S-1, in accordance with ASC 480-10-S99-3A-15(a). The redemption amount used in the accretion computation is 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, which we refer to as the “minimum redemption value,” or (ii) the fair market value of the Series D redeemable convertible preferred stock.  The Company used the minimum redemption value in its accretion computation for September 30, 2014, as it was higher than the fair market value of the Series D redeemable convertible preferred stock.  In addition, the redemption value includes dividends, which are payable in arrears upon redemption and aggregate to $97 million over the redemption period of eight years. Total dividends payable upon redemption are calculated based on an annually compounded dividend rate of 15% for the first five years and 20% thereafter.

In addition, the Company respectfully advises the staff that dividends for Series D redeemable convertible preferred stock are cumulative but not payable unless declared by the Company’s Board of Directors (the “Board”). As the Board has not declared any such dividends, the undeclared dividends of $2.2 million have not been accrued as of September 30, 2014.  However, all dividends payable upon redemption, as well as the discount recognized on the issuance of Series D redeemable convertible preferred stock, are included in the computation of the accreted redemption value using the effective interest method. The $2.088 million of accretion recorded for the nine months ended September 30, 2014 have been reflected as an increase to the net carrying value of the Series D redeemable convertible preferred stock with a corresponding charge to additional paid-in capital in the Consolidated Statements of Redeemable and Convertible Preferred Stock and Stockholders’ Deficit.  The accretion amount is included in the net loss attributable to common stockholders used in the loss per share computation and shown on the face of the Consolidated Statements of Operations.

In response to the Staff’s comment, the Company has revised its disclosures on pages F-25 and F-27 of the Form S-1.

3

***************

Please direct your questions or comments regarding the Company’s responses or the Form S-1 to the undersigned at (415) 773-4140 or by email at kdempsey@orrick.com or, in my absence, Christopher Austin at (212) 506-5234 or by email at caustin@orrick.com.

Sincerely,

ORRICK,   HERRINGTON & SUTCLIFFE, LLP

/s/   Karen A. Dempsey

Karen   A. Dempsey

cc:                                Eric J. Rey, Arcadia Biosciences, Inc.

Wendy S. Neal, Arcadia Biosciences, Inc.

Christopher Austin, Orrick, Herrington & Sutcliffe, LLP

Drew Williamson, Cooley LLP

4

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

December 5, 2014

Via E -mail
Eric J. Rey
President and Chief Executive Officer
Arcadia Biosciences, Inc.
202 Cousteau Place, Suite 200
Davis, CA 95618

 Re: Arcadia Biosciences, Inc.
  Draft Registration Statement on Form S -1
  Submitted November 12, 2014
  CIK No . 0001469443

We have reviewed your 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 le tter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe a n 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.

General

1. Your Exhibit Index indicates that you intend to seek confidential treatment with respect
to some of your exhibits.  Please confirm your understanding that all requests for
confidential treatment must be resolved prior to a request for acceleratio n.

2. To the extent that you have relied on any reports or studies that you commissioned from
third party sources to support your disclosure, please provide the consents of these third
parties with your next amendment or tell us why you believe that you are not required to
do so.

3. Please supplementally provide us with copies of all written communications, as defined
in Rule 405 under the Securities Act, that you , or anyone authorized to do so on your
behalf , present to potential investors in reliance on Secti on 5(d) of the Securities Act,
whether or not they retain copies of the communications.

Eric J. Rey
Arcadia Biosciences, Inc.
December 5, 2014
Page 2

Prospectus Summary, page 1

Overview, page 1

4. You disclose here and in several other places that you are a “leading independent”
agricultural biotechnology trait development company.  Please provide a basis for your
statement that you are “leading.”  Please also clarify what is meant by “independent.”
Further, we note the discussion  in the Competition section on page 93 of “small,”
“medium” and “large” companies.  Please clarify here the size that best characterizes
your company.

5. We note your disclosure that you have 13 traits in “advanced stages of development or on
the market,”  as well as your discussion of products or traits in the “advanced
development” stages.   Please clarify throughout your document what you mean by
“advanced stages of development” and discuss the requirements and timelines involved
in moving a trait or product from the “advanced stage” to the commercial phas e.   In this
regard, we note the description of “Advanced Development” on page 66.

6. It appears that you are in the business of researching, developing and commercializing
seed traits and products.  With a view toward disclosure, please expla in why your
relevant target market is a portion of the “$2.6 trillion annual farm revenue from
agricultural crops” rather than the $39.4 billion seed market.

7. Here and where it appears elsewhere in the document, please expand your disclosure to
briefly explain what you  mean when you say that you “reduce risk and avoid most of the
costs associated with basic research by acquiring trait technologies that have already
achieved proof of concept through basic research carried out elsewhere.”  Please explain
here what it mean s to achieve proof of concept.  In this regard, we note the description of
Phase 1, Proof of Concept, in the chart on page 6 6.

Our Strengths, page 4

8. Please explain how your pipeline of agricultural productivity “provides access ” to
multiple large, potent ially high growth markets.

9. In the third bullet point of this section, you discuss technologies that have achieved proof
of concept in the first sentence, while the caption discusses advanced development stage
products.  Please clarify the stages that most  of your products have reached, and provide
the reasons that you believe this progress substantially reduces the risk and time to
market referenced in the caption.

10. In the fourth bullet point of this section, with a view towards disclosure, please tell u s
how your regulatory expertise would enable expedited reg ulatory review.

Eric J. Rey
Arcadia Biosciences, Inc.
December 5, 2014
Page 3

Risk Factors, page 11

Changes in laws and regulations…and disrupt our business, page 20

11. Please revise this risk factor to include the information that a number of states have
legislation pending that would limit the use or require the labeling of  GM crops  in those
states, and briefly state the risk presented by such legislation to your business, or tell us
why you do not believe the legislation is m aterial.

Components of our Statements of Operations Data, page 46

Revenues, page 46

12. We note that the percentage of revenues attributable to contract research and government
grant revenue has risen for each reportable period since December 31, 2012, reac hing a
high of 79% for the six months ended June 30, 2014.  Please tell us whether this is a
material trend that warrants enhanced disclosure in MD&A.

Liquidity and Capital Resources, page 52

13. Please revise to disclose in greater detail the demands on liq uidity that will accompany
the implementation of your business plan.  Discuss expenditures such as field testing,
seeking regulatory approval for, and other expenses associated with developing and
marketing your products, the timing of such demands, and th e amount of funding
required, short -term and long -term, the expected sources of funding and the impact on the
company if the funding cannot be obtained.  In addition, provide specific information
about the timelines accompanying each proposed step in your business plan so that an
investor can get a clearer picture of how and when you expect to reach revenue
generation and the associated costs.

Industry Overview, page 66

Innovation and Commercialization Process in Biotech Seed Traits, page 66

14. Refer to the  table on page 66, and to the disclosure about Monsanto on page 70.  Please
explain why the outcomes that Monsanto achieved would be relevant for GM trait
research performed by other companies, or explain what would account for any
differences in outcome.  Clarify the reasons that the Monsanto 2011 Investor Toolkit is
germane to the outcomes that Arcadia expects.

Eric J. Rey
Arcadia Biosciences, Inc.
December 5, 2014
Page 4

 Business, page 68

Agricultural Productivity Traits, page 74

Agronomic Trait Stacks, page 79

15. Expand this section briefly to clarify why a molecular trait stack that is applicable to one
crop would necessarily be feasible in another crop.

Financial Statements, page F -1

16. Please update your financial statements pursuant to Rule 8 -08 of Regulation S -X.

Exhibits

17. We note your disclosure on pages 49  - 50 that USAID accounted for 18% and 41% of
your total revenues for the six months ended June 30, 2013 and 2014, respectively, and
that NIH accounted for 3% and 14% of your total revenues for the six month s ended June
30, 2013 and 2014, respectively.  Please provide an analysis as to whether you are
required to file your agreements with these entities.   Please also provide an analysis as to
whether you are required to file any agreements with respect to you r two joint ventures,
Limagrain Cereal Seeds LLC  and Verdeca LLC .

You may contact Stephen Kim  at (202) 551 -3291 or Doug Jones at (202) 551 -3309 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Julie Griffith at (202) 551 -3267 or me at (202) 551 -3611 with any other questions.

Sincerely,

 /s/ A.N. Parker

 Anne Nguyen Parker
Assistant Director

Cc: Karen Dempsey
 Orrick, Herrington & Sutcliffe LLP