Arcadia Biosciences, Inc. (NASDAQ: RKDA) received a termination notice from Roosevelt Resources, LP on December 24, 2025, and disclosed the decision on December 26, 2025. The notice ends the Securities Exchange Agreement that had set the stage for a reverse merger between the two companies, eliminating the only transaction that could have preserved Arcadia’s operations and avoided a bankruptcy filing.
The termination removes the sole lifeline that Arcadia had been pursuing to exit its legacy AgTech business and focus on its Zola coconut‑water brand. With the merger off the table, the company must now evaluate alternative strategic options, including equity or debt financing, further asset sales, or a liquidation plan. The company’s CEO, T.J. Schaefer, said the termination “will force Arcadia to explore other avenues to create value for shareholders.”
Arcadia’s financial position is already precarious. The company reported a $1.1 million cash balance as of September 30, 2025, and a quarterly cash burn of roughly $1.3 million. In Q3 2025, revenue fell 13% to $1.3 million from $1.5 million in Q3 2024, while net income improved to $856,000 from a $1.6 million loss in the same quarter last year. The decline in revenue was largely driven by the absence of GLA oil sales, while the loss of a large customer in the prior year had previously boosted earnings.
Arcadia’s remaining assets center on the Zola brand, which grew 26% year‑to‑date in Q3 2025, and on equity holdings in Above Food Ingredients Inc. (approximately 2.7 million shares) and a claim for additional consideration from the May 2024 sale of GoodWheat to Above Food. These assets provide limited liquidity and are unlikely to avert insolvency on their own, but they may support a strategic transaction or a partial asset sale.
Schaefer highlighted the company’s ongoing cost‑control efforts and the need to streamline operations. He noted that the merger’s termination was partly due to the “inherent difficulty of merging two companies with zero operational overlap,” a factor that has intensified investor concern about Arcadia’s ability to sustain operations without external financing.
Following the announcement, Arcadia’s shares fell 13% in the day’s trading, reflecting market anxiety over the company’s liquidity and the loss of a potential merger. The decline underscores the urgency of finding a new capital structure or asset‑sale strategy to avoid bankruptcy or forced liquidation.
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