Amended Statement of Ownership (sc 13g/a)
12 February 2022 - 12:04AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 4)*
Arcadia
Biosciences, Inc.
(Name
of Issuer)
Common
Stock, $0.001 par value per share
(Title
of Class of Securities)
039014204
(CUSIP
Number)
December
31, 2021
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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1.
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Names of Reporting Persons.
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Mitchell P. Kopin
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,058,559
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,058,559
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,058,559 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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4.6% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Daniel B. Asher
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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United States of America
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,058,559
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,058,559
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,058,559 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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4.6% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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IN; HC
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1.
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Names of Reporting Persons.
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Intracoastal Capital LLC
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
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(a) ☐
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(b) ☐
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
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Delaware
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Number of
Shares Beneficially
Owned by Each
Reporting
Person With:
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5.
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Sole Voting Power
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0
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6.
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Shared Voting Power
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1,058,559
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7.
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Sole Dispositive Power
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0
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8.
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Shared Dispositive Power
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1,058,559
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
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1,058,559 (see Item 4)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
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4.6% (see Item 4)
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12.
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Type of Reporting Person (See Instructions)
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OO
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This
Amendment No. 4 is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons
with the Securities and Exchange Commission (the “SEC”) on June 21, 2018, as amended by Amendment No. 1 filed by the
Reporting Persons with the SEC on February 8, 2019 as amended by Amendment No. 2 filed by the Reporting Persons with the SEC on February
11, 2020 and as amended by Amendment No. 3 thereto filed by the Reporting Persons with the SEC on January 29, 2021 (collectively, the
“Schedule 13G”).
Except
as set forth below, all Items of the Schedule 13G remain unchanged. All capitalized terms not otherwise defined herein shall have the
meanings ascribed to such terms in the Schedule 13G.
Item
4. Ownership.
(a)
and (b):
As
of close of business on December 31, 2021, each of the Reporting Persons may have been deemed to have beneficial ownership of 1,058,559
shares of Common Stock, which consisted of (i) 372,950 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal
(“Intracoastal Warrant 1”), (ii) 252,915 shares of Common Stock issuable upon exercise of a second warrant held by
Intracoastal (“Intracoastal Warrant 2”), (iii) 119,459 shares of Common Stock issuable upon exercise of a third warrant
held by Intracoastal (“Intracoastal Warrant 3”) and (iv) 313,235 shares of Common Stock issuable upon exercise of
a fourth warrant held by Intracoastal (“Intracoastal Warrant 4”), and all such shares of Common Stock in the aggregate
represent beneficial ownership of approximately 4.6% of the Common Stock, based on (1) 22,184,235 shares of Common Stock outstanding
as of November 8, 2021 as reported by the Issuer, plus (2) 372,950 shares of Common Stock issuable upon exercise of Intracoastal Warrant
1, (3) 252,915 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, (4) 119,459 shares of Common Stock issuable upon
exercise of Intracoastal Warrant 3 and (5) 313,235 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0.
(ii)
Shared power to vote or to direct the vote: 1,058,559.
(iii)
Sole power to dispose or to direct the disposition of 0.
(iv)
Shared power to dispose or to direct the disposition of 1,058,559.
Item
5. Ownership of Five Percent or Less of a Class
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following þ.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
February 11, 2022
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/s/
Mitchell P. Kopin
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Mitchell
P. Kopin
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/s/
Daniel B. Asher
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Daniel
B. Asher
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Intracoastal
Capital LLC
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By:
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/s/
Mitchell P. Kopin
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Mitchell
P. Kopin, Manager
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Page
6 of 6
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