UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 325, 2024

RICEBRAN TECHNOLOGIES
(Exact Name of registrant as specified in its charter)

California	0-32565	87-0673375
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
25420 Kuykendahl Rd., Suite B300 Tomball, TX		77375
(Address of principal executive offices)		(Zip Code)
(281) 675-2421
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)

(281) 675-2421 Registrant’s telephone number, including area code Not Applicable (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, no par value per share		RIBT		OTC Market (Pinks)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0201 Entry ~~Departure~~into ofa ~~Directors~~Material orDefinitive ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

On January 325, 2024, RiceBran Technologies (the ~~board~~“Company”) and Golden Ridge Rice Mills, Inc., a Delaware corporation and wholly owned subsidiary of ~~directors~~the Company (“GRR”, and together with the Company, the “~~Board~~Sellers”), ofand ~~RiceBran~~Ridgefield ~~Technologies~~Rice, LLC, an Arkansas limited liability company (“Buyer”) entered into that certain Asset Purchase Agreement (the “~~Company~~Agreement”) ~~appointed~~pursuant ~~James~~to ~~Flynn~~which ~~and~~on ~~Georgina~~January ~~Russell~~25, to2024, ~~serve~~the asSeller ~~members~~sold ofand the ~~Board~~Buyer acquired and assumed from Sellers, ~~effective~~assets ~~immediately.~~exclusively ~~Each~~related to the Sellers’ production of Mr(a) No. ~~Flynn~~1 and MsNo. ~~Russell~~2 isGrade ~~expected~~U.S. topremium ~~serve~~long onand ~~the~~medium ~~Company’s~~white ~~Audit~~rice ~~Committee~~(milled ~~and~~to ~~Compensation~~USDA ~~Committee,~~standards) and ~~Ms.~~(b) ~~Russell~~stabilized isrice ~~expected~~bran toproducts ~~serve~~at onits ~~the~~facility ~~Company’s~~located ~~Nominating~~in Wynne, Arkansas (the “Business” and ~~Governance~~the ~~Committee~~transaction, the “Transaction”).

OnThe ~~January~~assets 3,acquired ~~2024,~~by ~~David~~the ~~Chemerow,~~Buyer ~~Eric~~in ~~Tompkins~~the ~~and~~Transaction ~~Brent~~include ~~Rosenthal~~all ~~resigned~~of ~~from~~ the ~~Board~~tangible and ~~all~~intangible ~~Board~~assets ~~committees~~exclusively ~~pursuant~~related to ~~Section~~the ~~708.5~~Business, of the ~~California~~stabilized ~~Corporations~~rice ~~Code because~~bran itfacility ~~required~~located ~~the~~in ~~affirmative~~Wynne, ~~vote~~Arkansas and all of athe ~~majority~~Sellers’ rights of ~~the~~every ~~quorum~~kind atand ~~the~~nature ~~2023~~and ~~Annual~~wherever ~~Meeting~~located, which exclusively relate to, or are exclusively used or held for the operation of ~~Shareholders~~and (the ~~“Annual~~use ~~Meeting”). However~~in connection with, ~~each~~the ~~director~~Business ~~did~~(excluding ~~receive~~any ~~the~~Excluded ~~affirmative~~Assets ~~vote~~(as ofdefined ain ~~majority~~the ofAgreement)) (together, the ~~shares~~“Acquired ~~voted~~Assets”), atfor ~~the~~total ~~Annual~~consideration ~~Meeting~~of approximately $2. 15 million in cash.

OnIn ~~January~~connection 3,with ~~2024~~the Transaction, ~~Mr.~~Buyer ~~Chemerow,~~assumed ~~Mr.~~certain ~~Tompkins~~liabilities associated with the Acquired Assets and Mrthe operation of the Business. ~~Rosenthal~~The Acquired Assets were resold on an “as-~~appointed~~is, where-is” basis, and the Sellers and Buyer made customary representations and warranties, and agreed to certain customary covenants, in the ~~Board~~Agreement. ~~Mr.~~Subject ~~Chemerow~~to iscertain ~~expected~~exceptions toand ~~serve~~limitations, oneach party has agreed to indemnify the ~~Company’s~~other ~~Audit~~for ~~Committee~~losses resulting from, relating to or arising out of (a) any breach of any covenant or agreement and ~~Nominating~~(b)(i) in the case of Buyer, the assumed liabilities, and ~~Governance~~(ii) ~~Committee.~~in Mrthe case of the Sellers, retained liabilities. ~~Rosenthal~~In isaddition, ~~expected~~the toAgreement ~~serve~~provides onthat the ~~Company’s~~Sellers ~~Compensation~~shall ~~Committee~~terminate ~~and~~the ~~Nominating~~employment with Sellers of all employees of the Sellers whose employment involves providing services primarily with respect to the Business on or before Closing, and ~~Governance~~Buyer ~~Committee~~intends, but has no obligation, to hire all such employees terminated by the Sellers.

AsThe ~~compensation~~foregoing ~~for~~description ~~services provided as a member~~ of the ~~Board~~Agreement ofis ~~its~~a ~~committees,~~summary ~~Messrs. Chemerow, Flynn, Rosenthal~~ and ~~Tompkins~~is ~~and~~qualified ~~Ms.~~in ~~Russell~~its ~~will~~entirety ~~each~~by ~~receive~~reference ~~compensation comparable~~ to ~~those~~the ofcomplete ~~other~~text ~~members of the Board~~thereof, asa ~~described~~copy inof ~~the~~which ~~Company’s~~is ~~proxy~~filed ~~statement for the Annual Meeting. Except~~ as ~~disclosed~~Exhibit ~~herein, there are no arrangements or understandings among Messrs~~2.1 ~~Chemerow, Tompkins, Flynn and Rosenthal, Ms. Russell and any other person pursuant~~ to ~~which~~this ~~any~~Current ofReport ~~Messrs.~~on ~~Chemerow,~~Form ~~Tompkins,~~8-K ~~Flynn~~ and ~~Rosenthal~~is orincorporated ~~Ms.~~herein ~~Russell~~by ~~was selected as a director~~reference.

~~None~~Item ~~of Messrs~~2.01 Completion ~~Chemerow, Tompkins, Flynn and Rosenthal or Ms. Russell, nor any~~ of ~~his~~Acquisition or ~~her~~Disposition ~~associates and immediate family members, was a party to a transaction, or a series~~ of ~~similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount exceeded $120,000.~~Assets

On January 25, 2024, the Company consummated the Transaction. The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01.

The pro forma financial information required to be filed by Item 9.01(b) of Form 8-K is filed as Exhibit 99.2 to this Current Report.

Item 3.02 Unregistered Sales of Equity Securities

On January 24, 2024, in connection with the Transaction, the Company, GRR and Gander Foods, LLC, a New Jersey limited liability company (“Gander Foods”) terminated that certain Operating Agreement, dated September 25, 2022, by and between the Company, GRR and Gander Foods (as amended, the “Operating Agreement”) pursuant to which Gander Foods provided services in connection with the rice milling operations of the Company and GRR. As a result of the termination of the Operating Agreement, on January 24, 2024, Gander Foods became fully vested in all of its then unvested RSUs, as defined in that certain Amended and Restated Restricted Stock Unit Purchase Agreement, dated as of November 1, 2022, between the Company and Gander Foods (the “RSU Agreement”), resulting in the issuance of 106,667 unrestricted shares of common stock to Gander Foods in accordance with and pursuant to the terms of the RSU Agreement.

Item 7.01 Regulation FD Disclosure.

On January 426, 2024, the Company issued a press release ~~announcing~~in ~~Mr.~~connection ~~Flynn’s~~with ~~and~~the MsTransaction. ~~Russell’s appointments.~~ A copy of the press release is ~~furnished~~attached as Exhibit 99.1 ~~hereto~~to this Current Report on Form 8-K and is incorporated herein by reference ~~into this Item 7~~.~~01.~~

The information in this ~~Current~~Item ~~Report on Form 8-K being furnished pursuant to Items~~ 7.01 and 9Exhibit 99.011 shall not be deemed ~~to be~~ “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section,. ~~and~~This isinformation shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8-K in such a filing.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements of the Company have been derived from the Company’s historical consolidated financial statements and are being presented to give effect to the Transaction. The pro forma financial statements and the related notes thereto, are furnished as Exhibit 99.2 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated January 4, 2024, of RiceBran Technologies
2.1*		Asset Purchase Agreement by and among RiceBran Technologies, Golden Ridge Rice Mills, Inc. and Ridgefield Rice, LLC, dated as of January 25, 2024
99.1		Press Release, dated January 26, 2024, of RiceBran Technologies
99.2		Unaudited pro forma condensed consolidated financial information
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RICEBRAN TECHNOLOGIES
Date: January 9, 2024	By:	/s/ William J. Keneally
Date: January 31, 2024	By:	/s/ William J. Keneally
	Name:	William J. Keneally
	Title:	Interim Chief Financial Officer and Secretary

Filing Compare · RiceBran Technologies