SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2023~~2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~__________~~ to ~~__________~~

Commission File Number 001-36245

RiceBran Technologies

(Exact Name of Registrant as Specified in its Charter)

California

(State or other jurisdiction of

incorporation or organization)

87-0673375

(I.R.S. Employer Identification No.)

25420 Kuykendahl Rd., Suite B300

Tomball, TX

(Address of Principal Executive Offices)

77375

(Zip Code)

(~~281~~218) ~~675~~773-~~2421~~7564

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, no par value per share		RIBT		OTC Markets (Pinks)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~December~~May 131, ~~2023~~2024, there were 910,~~512~~004,~~741~~002 shares of common stock outstanding.

Table of Contents

RiceBran Technologies

Index

Form 10-Q

PART I. FINANCIAL INFORMATION		Page	~~Page~~
Item 1.	~~Item~~Financial 1.Statements (Unaudited)	~~Financial Statements (Unaudited)~~3	3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	3
	Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023 (audited)	3
		Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022	4
	Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	4
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	5
	Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	5
	Notes to Unaudited Condensed Consolidated Financial Statements	~~Notes to Unaudited Condensed Consolidated Financial Statements~~6	6
Item 2.	~~Item~~Management’s 2.Discussion and Analysis of Financial Condition and Results of Operations	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations~~16	17
Item 3.	~~Item~~Quantitative 3.and Qualitative Disclosures About Market Risk	~~Quantitative and Qualitative Disclosures About Market Risk~~17	18
Item 4.	~~Item~~Controls 4.and Procedures	~~Controls and Procedures~~17	18
PART II. OTHER INFORMATION
Item 1.	~~Item~~Legal 1.Proceedings	~~Legal Proceedings~~18	19
Item 1A.	~~Item~~Risk ~~1A.~~Factors	~~Risk Factors~~18	19
Item 2.	~~Item~~Unregistered 2.Sales of Equity Securities and Use of Proceeds	~~Unregistered Sales of Equity Securities and Use of Proceeds~~18	19
Item 3.	~~Item~~Defaults 3.Upon Senior Securities	~~Defaults Upon Senior Securities~~18	20
Item 4.	~~Item~~Mine 4.Safety Disclosures	~~Mine Safety Disclosures~~18	20
Item 5.	~~Item~~Other 5.Information	~~Other Information~~18	20
Item 6.	~~Item 6.~~Exhibits	~~Exhibits~~19	20
Signatures		20	22

Cautionary Note about Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” concerning our operations, economic performance and financial condition. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, liquidity or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services, products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. The forward-looking statements contained herein reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially from those projected in such forward-looking statements due to a number of factors, risks and uncertainties, including the factors that may affect future results set forth in this Quarterly Report on Form 10-Q, and in our Annual Report on Form 10-K for the year ended December 31, ~~2022 and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30,~~ 2023. Forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this quarterly report.

Unless the context requires otherwise, references to “we,” “us,” “our” and “the Company” refer to RiceBran Technologies and its consolidated subsidiaries.

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

RiceBran Technologies

Condensed Consolidated ~~Statements~~Balance ~~of Operations~~Sheets

(~~Unaudited) (~~in thousands, except share ~~and per share~~ amounts)

	Three Months Ended September 30,								Nine Months Ended September 30,
		(Unaudited)March 31,				December 31,
	2023				2022				2023			2022
		2024				2023
Revenues	$	4,857			$	6,637			$	16,970		$	19,209
ASSETS
Cost of goods sold		5,337				7,199				17,484			20,192
Current assets:
Gross loss		(480	)			(562	)			(514	)		(983	)
Cash and cash equivalents		$	448			$	1,139
Selling, general and administrative expenses		1,250				1,436				4,352			4,021
Accounts receivable, net of allowance for credit losses of $16 and $32			1,500				2,824
Loss from continuing operations before other income (expense)		(1,730	)			(1,998	)			(4,866	)		(5,004	)
Inventories			417				420
Interest income		(1	)			7				26			9
Other current assets			459				216
Interest expense		(123	)			(125	)			(476	)		(343	)
Current assets held for sale			-				215
Change in fair value of derivative warrant liability		53				612				14			24
Total current assets			2,824				4,814
Other expense		106				(39	)			(3	)		(111	)
Property and equipment, net			1,984				2,088
Other income		(87	)			-				178			5
Intangible assets			246				270
Loss from continuing operations before income taxes		(1,782	)			(1,543	)			(5,121	)		(5,420	)
Long-term assets held for sale			-				2,150
Income tax expense		-				(8	)			(11	)		(20	)
Total assets		$	5,054			$	9,322
Loss from continuing operations		(1,782	)			(1,551	)			(5,132	)		(5,440	)
LIABILITIES AND SHAREHOLDERS' DEFICIT
Loss from discontinued operations		-				(491	)			(9,009	)		(739	)
Current liabilities:
Net loss	$	(1,782	)		$	(2,042	)		$	(14,141	)	$	(6,179	)
Accounts payable		$	877			$	1,709
Basic and diluted loss per common share:
Commodities payable			1,896				2,465
Continuing operations	$	(0.26	)		$	(0.29	)		$	(0.77	)	$	(1.03	)
Accrued salary, wages and benefits			117				226
Discontinued operations		-				(0.09	)			(1.34	)		(0.14	)
Accrued legal			2,134				2,098
	$	(0.26	)		$	(0.38	)		$	(2.11	)	$	(1.17	)
Accrued expenses			408				252
Weighted average number of shares outstanding:
Due under factoring agreement			559				1,866
Basic		6,806,353				5,332,308				6,699,963			5,290,780
Due under insurance premium finance agreements			47				75
Diluted		6,806,353				5,332,308				6,699,963			5,290,780
Finance lease liabilities, current portion			123				120
Current portion of long-term debt			77				137
Current liabilities held for sale			-				12
Total current liabilities			6,188				8,960
Finance lease liabilities, less current portion			364				396
Long-term debt, net of unamortized discount			3,184				2,960
Long-term liabilities held for sale			-				6
Total liabilities			9,736				12,322
Commitments and contingencies
Shareholders' deficit:
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $150, 150 shares, issued and outstanding			75				75
Common stock, no par value, 15,000,000 shares authorized, 10,004,002 shares and 9,513,341 shares, issued and outstanding			330,328				330,202
Accumulated deficit			(335,135	)			(333,277	)
Total shareholders' deficit			(4,732	)			(3,000	)
Total liabilities and shareholders' deficit		$	5,054			$	9,322

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

RiceBran Technologies

Condensed Consolidated ~~Balance~~Statements ~~Sheets~~of Operations

(Unaudited) (in thousands, except share and per share amounts)

	September 30,			December 31,
	Three Months Ended March 31,
	2023			2022
	2024			2023
ASSETS
Revenues	$	2,116		$	1,950
Current assets:
Cost of goods sold		1,653			1,702
Cash and cash equivalents	$	466		$	3,941
Gross profit		463			248
Accounts receivable, net of allowance for credit losses of $49 and $27		2,620			3,703
Selling, general and administrative expenses		1,658			1,415
Inventories		514			465
Loss from continuing operations before other income (expenses)		(1,195	)		(1,167	)
Other current assets		515			735
Interest expense		(245	)		(179	)
Current assets held for sale		-			2,224
Interest income		-			19
Total current assets		4,115			11,068
Change in fair value of derivative warrant liability		-			(28	)
Property and equipment, net		5,937			6,020
Other income		-			256
Operating lease right-of-use assets		-			77
Other expense		(6	)		(60	)
Intangible assets		295			380
Loss from continuing operations before income taxes		(1,446	)		(1,159	)
Long-term assets held for sale		-			9,888
Income taxes		-			(6	)
Total assets	$	10,347		$	27,433
Loss from continuing operations		(1,446	)		(1,165	)
LIABILITIES AND SHAREHOLDERS' EQUITY
Loss from discontinued operations		(412	)		(863	)
Current liabilities:
Net loss	$	(1,858	)	$	(2,028	)
Accounts payable	$	1,414		$	1,232
Basic and diluted net loss per common share:
Commodities payable		2,538			1,546
Continuing operations	$	(0.15	)	$	(0.18	)
Accrued salary, wages and benefits		438			489
Discontinued operations	$	(0.04	)	$	(0.13	)
Accrued legal		1,545			595
	$	(0.19	)	$	(0.31	)
Accrued expenses		590			500
Weighted average number of shares outstanding:
Operating lease liabilities, current portion		-			107
Basic		9,970,925			6,567,978
Due under bank line of credit		-			1,832
Diluted		9,970,925			6,567,978
Due under factoring agreement		1,910			3,150
Due under insurance premium finance agreements		195			185
Finance lease liabilities, current portion		136			113
Long-term debt, current portion		1,273			988
Current liabilities held for sale		-			540
Total current liabilities		10,039			11,277
Finance lease liabilities, less current portion		434			320
Long-term debt, less current portion		603			836
Derivative warrant liability		55			69
Long-term liabilities held for sale		-			2,022
Total liabilities		11,131			14,524
Commitments and contingencies
Shareholders' equity (deficit):
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $150, 150 shares, issued and outstanding		75			75
Common stock, no par value, 15,000,000 shares authorized, 6,608,376 shares and 6,309,509 shares, issued and outstanding		328,999			328,551
Accumulated deficit		(329,858	)		(315,717	)
Total shareholders' equity (deficit)		(784	)		12,909
Total liabilities and shareholders' equity	$	10,347		$	27,433

See Notes to Unaudited Condensed Consolidated Financial Statements

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RiceBran Technologies

Condensed Consolidated Statements of Cash Flows

(Unaudited) (in thousands)

	Nine Months Ended September 30,
	Three Months Ended March 31,
	2023			2022
	2024			2023
Cash flow from operating activities:
Net loss	$	(141,~~141~~858	)	$	(62,~~179~~028	)
Loss from discontinued operations		(~~9,009~~412	)		(~~739~~863	)
Loss from continuing operations		(51,~~132~~446	)		(51,~~440~~165	)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
Depreciation		~~694~~138			~~671~~50
Amortization		8524			~~116~~29
Stock and share-based compensation		~~448~~126			~~817~~324
Change in fair value of derivative warrant liability		~~(14~~-	)		~~(24~~28	)
Other		-			10(78	)
Changes in operating assets and liabilities:
Accounts receivable		1,~~083~~323			~~(977~~385	)
Inventories		~~(49~~3	)		~~106~~(5	)
Accounts payable and accrued liabilities		~~1,173~~(766	)		~~822~~616
Commodities payable		~~993~~(570	)		~~258~~272
Assets held for sale		-			(827	)
Other		(29	)		57
Other		(63	)		(691	)
Net cash (used in) provided by operating activities of continuing operations		(1,197	)		513
Net cash used in operating activities of continuing operations		(782	)		(4,652	)
Net cash used in operating activities of discontinued operations		(203	)		(575	)
Net cash provided by (used in) operating activities of discontinued operations		(211	)		880
Net cash used in operating activities		(1,400	)		(62	)
Net cash used in operating activities		(993	)		(3,772	)
Cash flows from investing activities:
Purchases of property and equipment		(~~611~~78	)		(~~494~~178	)
Net cash used in investing activities of continuing operations		(~~611~~78	)		(~~494~~178	)
Net cash provided by (used in) investing activities of discontinued operations		1,679			(180	)
Net cash (used in) provided by investing activities of discontinued operations		2,150			(52	)
Net cash provided by (used in) investing activities		1,068			(674	)
Net cash (used in) provided by investing activities		2,072			(230	)
Cash flows from financing activities:
Advances on factoring agreement		213,~~447~~101			288,~~936~~559
Payments on factoring agreement		(224,~~687~~408	)		(278,~~389~~908	)
Advances on bank line of credit		37			1,846
Advances of bank line of credit		-			36
Payments on bank line of credit		(1,869	)		-
Advances on insurance premium finance agreements		65			206
Advances on insurance premium finance agreements		263			794
Payments on insurance premium finance agreements		(103	)		(184	)
Payments on insurance premium finance agreements		(253	)		(493	)
Proceeds from debt, net of issuance costs		-			2,494
Capitalized loan costs		(6	)		-
Payments of debt and finance lease liabilities		-			(2,440	)
Advances on debt and finance lease agreements		-			377
Net cash used in financing activities of continuing operations		(1,345	)		(237	)
Payments of debt and finance lease liabilities		(22	)		(967	)
Net cash used in financing activities of discontinued operations		(18	)		-
Net cash provided by (used in) financing activities of continuing operations		(3,090	)		3,104
Net cash used in financing activities		(1,363	)		(237	)
Net cash used in financing activities of discontinued operations		(460	)		(109	)
Net change in cash and cash equivalents	$	(691	)	$	(529	)
Net cash provided by (used in) financing activities		(3,550	)		2,995
Cash and cash equivalents, beginning of period		1,139			3,941
Net change in cash and cash equivalents	$	(3,475	)	$	(1,451)
Cash and cash equivalents, end of period		448			3,412
Cash and cash equivalents, beginning of period	$	3,941		$	5,825
Net change in cash and cash equivalents	$	(691	)	$	(529	)
Net change in cash and cash equivalents		3,475			1,451
Supplemental disclosures:
Cash and cash equivalents, end of period	$	466		$	4,374
Cash paid for interest	$	38		$	193
PIK interest	$	224		$	-

See Notes to Unaudited Condensed Consolidated Financial Statements

Table of Contents

RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (the SEC) for reporting on Form 10-Q; therefore, they do not include all of the information and notes required by GAAP for complete financial statements. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented of a normal and recurring nature necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023, which included all disclosures required by generally accepted accounting principles.

The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared based on the realization of assets and the satisfaction of liabilities in the normal course of business.

Certain reclassifications have been made to amounts reported for the prior ~~year~~period for discontinued operations to achieve consistent presentation with the current ~~year~~period. Such reclassifications had no impact on previously reported net loss or shareholders’ ~~equity~~deficit. See Note 3 in the Notes to Unaudited Condensed Consolidated Statement of Operations for further discussion of our discontinued operations.

NOTE 2. ~~LIQUIDITY~~ GOING CONCERN AND MANAGEMENT’S ~~PLANS~~PLAN

The Company has incurred losses and generated negative cash flows from operations since its inception. As of ~~September~~March 3031, ~~2023~~2024, the Company had an accumulated deficit of $~~329~~335.91 million and cash and cash equivalents of $0.54 million.

Our history of operating losses and negative operating cash flows from continuing operations ~~raised~~raises substantial doubt about our ability to continue as a going concern ~~before~~within ~~consideration~~one ofyear ~~management’s~~from ~~plans,~~the ~~however~~date ~~after consideration~~ of ~~management’s~~this ~~recently~~filing. ~~completed~~Due ~~refinancing, we believe substantial doubt about our ability~~ to ~~continue~~these ashistorical alosses ~~going~~and ~~concern~~negative ~~within~~cash ~~one~~flows, ~~year~~management ~~after~~has ~~the~~considered ~~date~~various ~~that~~strategic ~~the~~alternatives. ~~unaudited~~Specifically, ~~condensed~~we ~~consolidated~~recently ~~financial~~completed ~~statements~~a ~~are~~refinancing ~~issued~~in December ~~has~~2023, ~~been~~as ~~alleviated.~~further ~~The~~described ~~factors that alleviated the substantial doubt are summarized~~ below:.

On December 1, 2023, an entity owned by Cable Car Capital LLC, Funicular Funds, LP (Funicular), purchased $0.4 million of shares of common stock of the Company and lent the Company $4.01 million~~, less an original issue discount of $0~~.~~4 million.~~

Related to this financing, Funicular was also granted warrants to purchase up to 5.0 million shares of common stock of the Company. If Funicular exercised all its warrants, it would own 49.8% of the Company. The Company also exchanged existing warrants with other investors to purchase an aggregate 2.2 million shares of common stock of the Company for an aggregate of approximately 0.6 million shares of common stock of the Company and new warrants to purchase 1.2 million shares of common stock of the Company.

With the proceeds of this financing, the Company repaid its $1.5 million mortgage note (see Note 9) and will use the remaining balance to fund its current and future general working capital and operating, investing, and financing cash flow needs.

On January 25, 2024, the Company sold Golden Ridge for $2.2 million. As a result of the sale, the Company has streamlined its business and balance sheet, eliminating unprofitable operations.

The Company also believes additional cash can be secured through other debt or structured equity financing, if necessary. However, there can be no assurance that equity or debt financing will be available to the Company should it need it or, if available, that the terms will be satisfactory to the Company and not dilutive to existing shareholders. The Company’s failure to raise capital as and when needed could have significant negative consequences for its business, financial condition, and results of consolidated operations.

NOTE 3. DISCONTINUED OPERATIONS

We continuously assess the composition of our portfolio to ensure it is aligned with our strategic objectives and positioned to maximize return to our shareholders. On June 23, 2023, we completed the sale of our assets related to the SRB Business for $1.8 million in cash and the assumption of $1.7 million of real estate operating leases and other liabilities. The sale agreement contained customary representations, warranties and covenants.

The proceeds, net of expenses, of $1.4 million, and the net carrying value of the SRB Business assets and liabilities assumed as of the date of sale at $10.0 million resulted in our recognition of a loss on sale of $8.6 million. The estimated loss on sale includes no provision for income taxes as it is anticipated the tax benefit for the expected tax loss on disposition will not be realized based on our current U.S. valuation allowance position.

In consideration of the Lender’s (as defined below) consent to the sale and release of securities interests and liens on SRB Business assets, we paid a portion of the amount outstanding on our mortgage promissory note, not exclusively related to the SRB Business, from proceeds of the sale. In addition, we paid liabilities for accumulated paid time off to the employees of the SRB Business. The following table summarizes the initial distribution of proceeds (in thousands).

Purchase price	$	1,800
Estimated expenses, accrued as of June 30, 2023		(375	)
Net proceeds	$	1,425
Repayment of mortgage promissory note	$	450
Payment of paid time off liabilities		215
	$	665

Table of Contents

~~The~~ RiceBran ~~following table summarizes the estimated carrying amounts of the SRB Business as of June 23, 2023, the date of sale (in thousands).~~Technologies

Inventories	$	2,252
Other current assets		185
Property and equipment		7,710
Operating lease right of use assets		1,566
Total assets		11,713
Accrued expenses		9
Operating lease liabilities		1,668
Finance lease liabilities		12
Long-term debt		14
Total liabilities		1,703
Net assets sold	$	10,010

Notes to Unaudited Condensed Consolidated Financial Statements

~~The~~Golden ~~buyer~~Ridge ofRice the SRB Business did not acquire accounts receivable generated by the operation of the SRB Business assets and generally did not assume any accounts payable or accrued expenses related to the operation of the SRB Business through the June 23Mills, ~~2023, date of sale~~Inc. ~~We continue to manage collections of those accounts receivable and payments of those liabilities.~~Business

WeOn January ~~determined~~25, ~~that~~2024, ~~the~~we ~~disposal~~completed ~~met~~ the ~~criteria~~sale ~~for~~of ~~presentation~~our asassets ~~discontinued~~related ~~operations~~to in the ~~second~~Golden ~~quarter~~Ridge ofRice ~~2023. Accordingly~~Mills, ~~SRB~~Inc. business (GRR Business) ~~results~~for ~~are~~$2.2 ~~presented~~million asin ~~discontinued~~cash ~~operations~~and inthe ~~our~~assumption ~~consolidated~~of ~~statements~~$18,000 of ~~operations~~finance ~~and~~leases. ~~are~~The ~~excluded~~sale ~~from~~agreement ~~continuing~~contains ~~operations~~customary ~~for~~representations, ~~all~~warranties, ~~periods~~and ~~presented~~covenants. In ~~addition,~~consideration ~~the~~of ~~SRB~~a ~~Business~~lender's ~~assets~~consent ~~and~~to ~~liabilities~~the ~~are~~sale ~~classified~~and asrelease ~~held~~of ~~for~~securities ~~sale~~interests inand ~~our~~liens ~~consolidated~~on ~~balance~~the ~~sheets~~GRR ~~for December~~Business 31assets, ~~2022~~we paid a fee of $86,000. The ~~operations~~buyer of the ~~SRB~~GRR Business ~~are~~did ~~included~~not inacquire ~~our~~accounts ~~results~~receivable ~~through~~generated by the ~~June~~ ~~23,~~operation ~~2023,~~of ~~date~~the ofGRR ~~sale.~~Business ~~The~~assets ~~following~~and ~~two~~generally ~~tables~~did ~~represent~~not ~~activity~~assume upany accounts payable or accrued expenses related to the operation of the GRR Business through the January 25, 2024, date of sale.

~~The~~As summarized in the following table ~~summarizes~~(in thousands), the ~~major~~net ~~line~~carrying ~~items~~value ~~included~~of the GRR Business assets and liabilities assumed as of the date of sale were $2.2 million resulting in a loss ~~from~~on ~~discontinued~~sale ~~operations~~of ~~related~~$0.2 tomillion. The estimated loss on sale includes no provision for income taxes as it is anticipated the ~~SRB~~tax ~~Business~~benefit ~~and~~for ~~divestiture~~the ~~(in~~expected ~~thousands)~~tax loss on disposition will not be realized based on our current U.S. valuation allowance position.

	Three Months Ended September 30,					Nine Months Ended September 30,
Property and equipment	$	2,116
	2023		2022			2023			2022
Prepaid expenses		76
Revenues	$	-		3,615		$	6,857		$	11,792
Deposits		32
Cost of goods sold		-		(3,750	)		(6,796	)		(11,334	)
Inventories		30
Selling, general and administrative expenses		-		(329	)		(457	)		(1,144	)
Total assets		2,254
Interest expense		-		(27	)		(28	)		(53	)
Capital lease liabilities		18
Loss from operations of discontinued operations		-		(491	)		(424	)		(739	)
Total liabilities		18
Loss on sale		-		-			(8,585	)		-
Net assets sold	$	2,236
Loss from discontinued operations	$	-	$	(491	)	$	(9,009	)	$	(739	)
Depreciation included in cost of goods sold	$	-	$	315		$	646		$	921
Capital expenditures	$	-	$	433		$	111		$	722

~~The~~We ~~following~~determined ~~table~~that ~~summarizes~~the disposal met the ~~major~~criteria ~~line~~for ~~items~~presentation ~~included~~as discontinued operations in ~~cash~~the ~~flows~~first ~~from~~quarter of 2024. Accordingly, the GRR Business results are presented as discontinued operations ~~related~~in toour unaudited condensed consolidated statements of operations and are excluded from continuing operations for all periods presented. In addition, the ~~SRB~~GRR Business assets and ~~divestiture~~liabilities (are classified as held for sale in ~~thousands)~~our condensed consolidated balance sheet as of December 31, 2023.

	Nine Months Ended September 30,
	2023			2022
Net cash provided by (used in) operating activities	$	(211	)	$	880
Net cash provided by (used in) investing activities		1,679			(180	)
Net cash used in financing activities		(460	)		(109	)
Net cash provided to continuing operations	$	(4,483	)	$	(2,042	)

The following table summarizes the major line items included in loss from discontinued operations related to the GRR Business and divestiture (in thousands).

In the nine months ended September 2023, net cash provided by investing activities in the table above is presented in our consolidated statements of cash flows in net cash provided by investing activities of discontinued operations and includes the $1.4 million net proceeds from the sale of the SRB Business. In the nine months ended September 2023, net cash used in financing activities in the table above is presented in our consolidated statements of cash flows used in financing activities of discontinued operations and includes the $0.5 million repayment of our mortgage promissory note from the initial proceeds from the sale.

	March 31
	2024			2023
Revenues	$	681		$	3,894
Cost of goods sold		(903	)		(4,200	)
Selling, general and administrative expenses		(46	)		-
Interest expense		(12	)		-
Other expenses		(7	)		-
Loss from operations of discontinued operations		(287	)		(306	)
Loss on sale		(172	)		-
Loss from discontinued operations	$	(459	)	$	(306	)

Depreciation included in cost of goods sold	$	49		$	146
Capital expenditures	$	-		$	52

The following table summarizes the major line items included in cash flows from discontinued operations related to the GRR Business and divestiture (in thousands).

	March 31
	2024			2023

Net cash used in operating activities	$	(203	)	$	(145	)
Net cash provided by (used in) investing activities		2,150			(28	)
Net cash used in financing activities		(18	)		-
Net cash provided by (used in) discontinued operations	$	1,929		$	(173	)

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~~The~~ RiceBran ~~following table summarizes the carrying amounts of major classes of SRB Business assets and liabilities classified as held for sale as of December 31, 2022 (in thousands).~~Technologies

Inventories	$	1,913
Other current assets		311
Property and equipment		8,187
Operating lease right of use assets		1,701
Total assets held for sale	$	12,112
Accrued expenses, including paid time off liabilities of employees of the SRB business		236
Operating lease liabilities		1,841
Finance lease liabilities		17
Long-term debt, including $450 of mortgage promissory note, not exclusively related to the SRB Business		468
Total liabilities held for sale	$	2,562

Notes to Unaudited Condensed Consolidated Financial Statements

~~NOTE~~The 4.following ~~SUMMARY~~table OFsummarizes ~~SIGNIFICANT~~the ~~ACCOUNTING~~carrying ~~POLICIES~~amounts of major classes of GRR Business assets and liabilities classified as held for sale as of December 31, 2023 (in thousands).

Recent accounting standards not yet adopted

Property and equipment	$	2,150
Prepaid expenses		60
Deposits		32
Inventories		123
Total assets		2,365

Capital lease liabilities		18
Total liabilities		18
Net assets sold	$	2,347

~~There~~Stabilized ~~are~~Rice noBran accounting standards not yet adopted that have resulted, or are expected to result in a significant change in practice or have a significant financial impact on our financial position, results of operations or cash flows.Business

~~Recently~~On June ~~adopted~~23, ~~accounting~~2023, ~~standards~~we completed the sale of our assets related to the stabilized rice bran (SRB Business) for $1.8 million in cash and the assumption of $1.7 million of real estate operating leases and other liabilities. The sale agreement contained customary representations, warranties, and covenants.

~~In June~~The ~~2016~~proceeds, ~~the~~net ~~Financial~~of ~~Accounting~~expenses, ~~Standards~~of ~~Board issued guidance ASU No~~$1.4 ~~2016-13~~million, ~~Financial~~and ~~Instruments—Credit~~the ~~Losses~~net ~~(Topic~~carrying ~~326):~~value ~~Measurement~~ of ~~Credit~~the ~~Losses~~SRB onBusiness ~~Financial~~assets ~~Instruments~~and ~~which~~liabilities ~~changes~~assumed ~~the~~as ~~accounting~~of ~~for~~the ~~credit~~date ~~losses~~of ~~for~~sale ~~certain~~at ~~instruments,~~$10.0 ~~including~~million ~~trade~~resulted ~~receivables,~~in ~~from~~our anrecognition ~~incurred~~of ~~loss method to~~ a ~~current expected~~ loss ~~method.~~on ~~The~~sale ~~measurement~~ of ~~expected~~$8.6 ~~credit~~million. ~~losses~~The isloss ~~based~~ on ~~relevant~~sale ~~information~~includes ~~about~~no ~~past~~provision ~~events,~~for ~~including~~income ~~historical~~taxes ~~experience,~~as ~~current~~it ~~conditions,~~is ~~and~~anticipated ~~reasonable and supportable forecasts. We adopted~~ the ~~guidance,~~tax ~~and~~benefit ~~subsequent~~for ~~guidance related to~~ the ~~topic,~~expected ~~effective January 1, 2023.~~tax ~~Adoption~~loss ofon ~~the~~disposition ~~standard~~will ~~had~~not nobe ~~significant~~realized ~~impact~~based on our ~~results~~current ofU.S. ~~operations,~~valuation ~~financial~~allowance position~~, or cash flows as of January 1, 2023~~. ~~Our provision for doubtful accounts, recoveries of doubtful accounts and accounts receivable charge-offs were immaterial in all periods presented.~~

~~NOTE~~In 5consideration of the Lender’s (as defined below) consent to the sale and release of securities interests and liens on SRB Business assets, we paid a portion of the amount outstanding on our mortgage promissory note, not exclusively related to the SRB Business, from proceeds of the sale. ~~ACCOUNTS~~In ~~RECEIVABLE~~addition, ~~AND~~we ~~REVENUES~~paid liabilities for accumulated paid time off to the employees of the SRB Business. The following table summarizes the distribution of proceeds (in thousands).

Our accounts receivable potentially subject us to significant concentrations of credit risk. Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percentage of consolidated totals.

Purchase price	$	1,800
Expenses as of June 30, 2023		(375	)
Net proceeds	$	1,425

Repayment of mortgage promissory note	$	450
Payment of paid time off liabilities		215
	$	665

	Customer
	A			B			C			D
% of revenues, three months ended September 30, 2023		26	%		20	%		12	%		4	%
% of revenues, three months ended September 30, 2022		15	%		5	%		11	%		-	%
% of revenues, nine months ended September 30, 2023		28	%		12	%		10	%		3	%
% of revenues, nine months ended September 30, 2022		13	%		8	%		5	%		2	%
% of accounts receivable, as of September 30, 2023		1	%		39	%		16	%		10	%
% of accounts receivable, as of December 31, 2022		12	%		19	%		-	%		-	%

The following table summarizes the carrying amounts of the SRB Business as of June 23, 2023, the date of sale (in thousands).

Inventories	$	2,252
Other current assets		185
Property and equipment		7,710
Operating lease right of use assets		1,566
Total assets		11,713

Accrued expenses		9
Operating lease liabilities		1,668
Finance lease liabilities		12
Long-term debt		14
Total liabilities		1,703
Net assets sold	$	10,010

The buyer of the SRB Business did not acquire accounts receivable generated by the operation of the SRB Business assets and generally did not assume any accounts payable or accrued expenses related to the operation of the SRB Business through the June 23, 2023, date of sale.

We determined that the disposal met the criteria for presentation as discontinued operations in the second quarter of 2023. Accordingly, SRB Business results are presented as discontinued operations in our unaudited condensed consolidated statements of operations and are excluded from continuing operations for the three months ended March 31, 2023. The operations of the SRB Business are included in our results for the three months ended March 31, 2023. The following two tables represent activity as of March 31, 2023.

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RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

The following table summarizes the major line items included in loss from discontinued operations related to the SRB Business and divestiture (in thousands).

	March 31, 2023
Revenues	$	3,425
Cost of goods sold		(3,649	)
Selling, general and administrative expenses		(316	)
Interest expense		(17	)
Loss from operations of discontinued operations		(557	)
Gain (loss) on sale		-
Loss from discontinued operations	$	(557	)

Depreciation included in cost of goods sold	$	318
Capital expenditures	$	47

The following table summarizes the major line items included in cash flows from discontinued operations related to the SRB Business and divestiture (in thousands).

	March 31
	2024		2023

Net cash used in operating activities	$	-	$	(430	)
Net cash used in investing activities		-		(24	)
Net cash used in financing activities		-		-
Net cash used in discontinued operations		-		(454	)

NOTE 4. ACCOUNTS RECEIVABLE AND REVENUES

Our accounts receivable potentially subject us to significant concentrations of credit risk. Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percent of consolidated totals.

	Customer
	A			B			C
% of revenue, three months ended March 31, 2024		48	%		9	%		8	%
% of revenue, three months ended March 31, 2023		32	%		17	%		8	%

% of accounts receivable, as of March 31, 2024		32	%		22	%		8	%
% of accounts receivable, as of December 31, 2023		26	%		13	%		10	%

The following table presents disaggregated revenues (in thousands).

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2023		2022		2023		2022
	2024		2023
Rice products	$	3,439	$	4,497	$	11,530	$	11,672
Barley and Oats		1,950		1,617
Barley products		1,192		1,481		4,466		5,411
Feed and Other		166		333
Other		226		659		974		2,126
Revenues	$	2,116	$	1,950
Revenues	$	4,857	$	6,637	$	16,970	$	19,209

~~NOTE 6. INVENTORIES~~ 9

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RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 5. INVENTORIES

The following table details the components of inventories (in thousands).

	September 30,		December 31,
	March 31,		December 31,
	2023		2022
	2024		2023
Finished goods	$	~~270~~79	$	~~228~~90
Raw materials		~~225~~322		~~212~~302
Packaging		1916		2528
Inventories	$	~~514~~417	$	~~465~~420

NOTE 76. PROPERTY AND EQUIPMENT

The following table details the components of property and equipment (amounts in thousands).

	September 30,		December 31,		Estimated Useful Lives
	March 31,		December 31,		Estimated Useful Lives
	2023		2022		(in years)
	2024		2023		(in years)
Land	$	~~493~~145	$	~~493~~145
Furniture and fixtures		-		71	7	-	10
Plant		947		947	20	-	40 or life of lease
Plant		3,444		3,440	20	-	40 or life of lease
Computer and software		14		14	3	-	5
Computer and software		27		382	3	-	5
Machinery and equipment		2,079		2,079	5	-	15
Leasehold improvements		-		152	5	-	6
Property and equipment, cost		3,185		3,185
Machinery and equipment		6,436		5,758	5	-	15
Less accumulated depreciation		1,201		1,097
Property and equipment, cost		10,310		10,296
Property and equipment, net	$	1,984	$	2,088
Less accumulated depreciation		4,373		4,276
Property and equipment, net	$	5,937	$	6,020

9 NOTE 7. INTANGIBLE ASSETS

Intangible assets consist of the following (in thousands).

			March 31, 2024						December 31, 2023
	Estimated Useful Life		Gross Carrying Value		Accumulated Amortization		Net Carrying Value		Gross Carrying Value		Accumulated Amortization		Net Carrying Value
Customer relationships		15	$	930	$	691	$	239	$	930	$	668	$	262
Trademarks		10		13		6		7		13		6		7
Non-compete agreement		5		22		22		-		22		21		1
Total intangible assets			$	965	$	719	$	246	$	965	$	695	$	270

The customer relationship intangible is amortizing over the 15-year period of expected future economic benefit, in proportion to the discounted expected future cash flows used to estimate the value of the intangible at acquisition in 2019. It is amortizing at a more rapid rate in the earlier periods than in later periods. Other finite-lived intangible assets are amortizing on a straight-line basis.

As of March 31, 2024, the weighted-average remaining amortization period for intangibles is 8.6 years and future intangible amortization is expected to total the following (in thousands):

2024 (remaining 9 months)	$	61
2025		57
2026		41
2027		30
2028		21
Thereafter		36
Total amortization	$	246

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RiceBran Technologies

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 8. LEASES

The components of lease expense and cash flows from leases (in thousands) follow.

	Three Months Ended September 30,				Nine Months Ended September 30,
	Three Months Ended March 31,
	2023		2022		2023		2022
	2024		2023
Finance lease cost:
Amortization of right-of-use assets, included in cost of goods sold	$	36	$	20	$	85	$	59
Amortization of right-of use assets, included in cost of goods sold	$	41	$	15
Interest on lease liabilities		1412		618		41		11
Operating lease cost, included in selling, general and administrative expenses:
Fixed leases cost		26		129		80		387
Fixed lease cost		-		129
Variable lease cost		20-		3951		61		~~125~~
Short-term lease cost		20-		4143		96		62
Total lease cost	$	~~116~~53	$	~~235~~256	$	~~363~~	$	~~644~~
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	1412	$	618	$	41	$	11
Operating cash flows from operating leases	$	26-	$	129	$	80	$	~~387~~
Financing cash flows from finance leases	$	35-	$	2236	$	~~113~~	$	68

As of ~~September~~March 3031, 2024 and 2023, variable lease payments do not depend on a rate or index. As of ~~September~~March 3031, ~~2023~~2024, property and equipment, net, includes $0.7 5 million of finance lease right-of-use-assets, with an original cost of $0.96 million. As of ~~December~~March 31, ~~2022~~2023, property and equipment, net, includes $0.86 million of finance lease right-of-use-assets, with an original cost of $01.91 million. During the ~~nine~~three months ended ~~September~~March 3031, 2023, we financed the purchase of $0.2 million of property and equipment in noncash finance lease transactions. ~~During the three and nine months ended September 30, 2022, we financed the purchase of $0.1 million and $0.3 million of property and equipment in noncash finance lease transactions.~~

As of ~~September~~March 3031, ~~2023~~2024, we do not believe it is certain that we will exercise any renewal options. The remaining terms of our leases and the discount rates used in the calculation of our lease liabilities as of ~~September~~March 3031, ~~2023~~2024, follows.

	Operating Leases			Finance Leases
	Finance Leases
Remaining leases terms (in years)	1.1	-	3.9		~~0.4~~	-	~~4.3~~
Weighted average remaining lease terms (in years)		-3.5			~~3.9~~
Discount rates	3.5%	-	11.6%		~~2.8%~~	-	~~11.6%~~
Weighted average discount rate		-9.6%			~~9.6%~~

Maturities of lease liabilities as of ~~September~~March 3031, ~~2023~~2024, follow (in thousands).

	Operating			Finance
	Finance
	Leases			~~Leases~~
2023		-		$	57
2024 (remaining nine months)	$	123
2024		-			177
2025		164
2025		-			167
2026		163
2026		-			165
2027		126
2027		-			126
2028		3
Thereafter		-			4
Total lease payments		579
Total lease payments		-			696
Amounts representing interest		(92	)
Amounts representing interest					(126	)
Present value of lease obligations	$	487
Present value of lease obligations	$	-		$	570

NOTE 9. DEBT

We finance certain amounts owed for annual insurance premiums under financing agreements. As of September 30, 2023, amounts due under insurance premium financing agreements are due in monthly installments of principal and interest through March 2024, at an average annual interest rate of 7.5%.

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We borrow under a factoring agreement with a lender (the Lender), which provides a $7.0 million credit facility. We may only borrow to the extent we have qualifying accounts receivable to use as collateral as defined in the agreement. The facility had an initial two-year term and automatically renews for successive annual periods until delivery of a proper termination notice. The facility term automatically extended to October 2024. We incur recurring fees under the agreement, including a funding fee of 0.5% above the prime rate, in no event to be less than 5.5%, on any advances, and a service fee on average net funds borrowed. The Lender has a security interest in our assets and the right to demand repayment of the advances at any time.

The Lender also advanced us $0.9 million effective September 30, 2022 (the Over-advance), pending restructuring of our mortgage promissory note with the Lender. The Over-advance accrued interest at an annual rate which was the greater of 7.0% above the Lender’s prime rate (14.5% at December 31, 2022) and 10.3% until it was repaid in January 2023. As of December 31, 2022, the Over-advance was classified as long-term debt in our consolidated balance sheet as it was refinanced on a long-term basis in January 2023, as discussed below.

Additional information related to our factoring obligation (exclusive of the Over-advance) follows (in thousands).

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Average borrowings outstanding	$	1,293	$	3,150	$	2,355	$	3,036
Interest paid on borrowings		34		51		168		142
Fees paid on borrowings		26		51		131		114

During the nine months ended September 30, 2023, we borrowed under a line of credit with a bank. The borrowing was secured by our cash on deposit with the bank and bore interest at prime. There were no stipulated repayment terms for the line as long as we maintained sufficient cash collateral. We repaid the amounts borrowed under the line of credit in full in April 2023. Our borrowings under the line of credit averaged $0.6 million in the nine months ended September 30, 2023. During the nine months ended September 30, 2023, the average annual interest rate on borrowings was 6.7%.

Long-term debt consists of the following (in thousands).

	September 30,		December 31,
	2023		2022
Mortgage promissory note - Originally dated July 2020. As subsequently modified, interest accrues at an annual rate which is the greater of 7.0% above the Lender's prime rate (15.3% at June 30, 2023) and 10.3% and payable in monthly installments through September 2024. Face amount $2.5 million. Secured by certain real property in Arkansas. December 31, 2022, excludes $450 thousand allocated to discontinued operations.	$	1,730	$	1,761
Equipment note - Dated May 2021. Original principal $46 thousand. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of 3.6% per year.		17		24
Equipment note - Dated June 2023. Original principal $144 thousand. Due in monthly installments through August 2025. Interest accrues at the effective discount rate of 14.0% per year.		129		-
Progress payment agreement - Dated August 2022. Original principal $37 thousand. Interest was payable monthly at the rate of 25.2% per year until obligation was transferred to a finance lease in February 2023.		-		39
Total long-term debt, net	$	1,876	$	1,824

In January 2023, we entered into agreements with the Lender to effect a modification of the terms of the mortgage promissory note. This modification involved us entering into a new mortgage promissory note in the principal amount of $2.5 million. We received $0.3 million in cash, and the Lender applied the remainder of the new principal to the $1.3 million then outstanding on the prior mortgage promissory note and the $0.9 million Over-advance. Under the terms of the January 2023 note, (i) interest accrues at the same rate as the prior note, an annual rate which is the greater of 7.0% above the Lender’s prime rate and 10.3%, and (ii) principal and interest were payable in equal monthly installments through January 2025, under the January note. Prior to the January 2023 modification, principal and interest were payable in equal monthly installments through December 2023. The note is secured by a mortgage on our real property in Arkansas. The current portion of long-term debt on the consolidated balance sheet as of December 31, 2022, reflects the terms of the January 2023 modification.

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~~Future~~ RiceBran ~~principal maturities of long-term debt outstanding as of September 30, 2023, follow (in thousands).~~Technologies

2023	$	321
2024		1,403
2025		158
Principal maturities		1,882
Debt issuance costs		(6)
Total long-term debt, net	$	1,876

Notes to Unaudited Condensed Consolidated Financial Statements

NOTE 109. ~~EQUITY, SHARE-BASED COMPENSATION AND WARRANTS~~DEBT

AWe ~~summary~~finance ofcertain ~~equity~~amounts ~~activity~~owed for ~~the~~annual ~~three~~insurance ~~and~~premiums ~~nine~~under ~~months~~financing ~~ended~~agreements. As of ~~September~~March 3031, ~~2023~~2024, ~~and~~amounts ~~2022,~~due ~~follows~~under (insurance premium financing agreements are due in ~~thousands~~monthly installments of principal and interest through September 1, ~~except~~2024, ~~share~~at ~~amounts)~~an interest rate of 9.95% per year and an outstanding principal balance of approximately $47,000.

	Shares
	Preferred				Preferred		Common			Accumulated
	Series G		Common		Stock		Stock			Deficit			Equity
Balance, December 31, 2022		150		6,309,509	$	75	$	328,551		$	(315,717	)	$	12,909
Common stock awards under equity incentive plans		-		68,693		-		300			-			300
Stock units issued to vendor		-		6,132		-		23			-			23
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(2,028	)		(2,028	)
Balance, March 31, 2023		150		6,384,934		75		328,875			(317,745	)		11,205
Common stock awards under equity incentive plans		-		221,742		-		(12	)		-			(12	)
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(10,331	)		(10,331	)
Balance, June 30, 2023		150		6,607,276	$	75	$	328,883		$	(328,076	)	$	882
Common stock awards under equity incentive plans		-		500		-		96			-			96
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(1,782	)		(1,782	)
Balance, September 30, 2023		150		6,608,376	$	75	$	328,999		$	(329,858	)	$	(784	)

Long-term debt consists of the following (in thousands).

Balance, December 31, 2021		150		5,158,967	$	75	$	326,279	$	(307,859	)	$	18,495
	March 31, 2024		December 31, 2023
Common stock awards under equity incentive plans		-		22,475		-		241		-			241
Mortgage promissory note - Dated December 1, 2023. Original principal $4.1 million. Interest accrues and compounds quarterly at 13.5% per year. At each quarterly interest payment date, the accrued and unpaid interest can be paid in cash or paid in-kind and has a December 1, 2028 maturity date.
Common stock issued to vendor		-		600		-		5		-			5
Accrued interest capitalized as of March 31, 2024 was $232,000.	$	3,150	$	2,968
Net loss		-		-		-		-		(1,516	)		(1,516	)
Equipment note - Dated May 2021. Original principal $46,000. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of 3.6% per year.		12		15
Balance, March 31, 2022		150		5,182,042		75		326,525		(309,375	)		17,225
Equipment note - Dated June 2023. Original principal $144,000. Due in monthly installments through August 2025. Interest accrues at the effective discount rate of 14.0% per year.		99		114
Common stock awards under equity incentive plans		-		48,388		-		146		-			146
Total long-term debt, net	$	3,261	$	3,097
Common stock issued to vendor		-		600		-		1		-			1
Net loss		-		-		-		-		(2,621	)		(2,621	)
Balance, June 30, 2022		150		5,231,030	$	75	$	326,672	$	(311,996	)	$	14,751
Common stock awards under equity incentive plans		-		-		-		492		-			492
Common stock issued to vendor		-		600		-		2		-			2
Other		-		10,447		-		-		-			-
Net loss		-		-		-		-		(2,042	)		(2,042	)
Balance, September 30, 2022		150		5,242,077	$	75	$	327,166	$	(314,038	)	$	13,203

~~Share-based~~The ~~compensation~~Funicular ~~by type of award, follows (in thousands).~~note

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023		2022
Stock options	$	69	$	(54	)	$	3	$	(74	)
Restricted stock units		27		464			288		801
Compensation expense related to common stock awards issued under equity incentive plans	$	96	$	410		$	291		727

On December 1, 2023, we entered into a new secured promissory note with Funicular, guaranteed by its subsidiaries Golden Ridge Rice Mills, Inc. and MGI Grain, Incorporated (MGI) in the aggregate principal amount of $4.1 million, funded on December 1, 2023. A portion of the proceeds from the note were used to pay amounts owed under the previous mortgage promissory note. The note has a stated maturity date of December 1, 2028. Interest accrues at a rate per annum equal to 13.50%. On each quarterly interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind. In addition, the note requires payment of a $50,000 fee on account of costs and expenses of Funicular, which fee was in-kind at the Company’s election as per the agreement.

Arkansas mortgage promissory note

In January 2023, we entered into agreements with the Lender to effect a modification of the terms of the mortgage promissory note. This modification involved us entering into a new mortgage promissory note in the principal amount of $2.5 million. We received $0.3 million in cash, and the lender applied the remainder of the new principal to the $1.3 million then outstanding on the prior mortgage promissory note and the $0.9 million Over-advance (as defined below). Under the terms of the January 2023 note, (i) interest accrued at the same rate as the prior note, an annual rate which is the greater of 7.0% above the 1ender’s prime rate and 10.3%, and (ii) principal and interest are payable in equal monthly installments through January 2025, under the January note. Prior to the January 2023 modification, principal and interest were payable in equal monthly installments through December 2023. The note is secured by a mortgage on our real property in Arkansas. The current portion of long-term debt on the condensed consolidated balance sheet as of December 31, 2023, reflects the terms of the January 2023 modification. As of March 31, 2024, the balance was paid.

Factoring facility

We borrow under a factoring agreement with a lender (the Lender), which provides a $7.0 million credit facility. We may only borrow to the extent we have qualifying accounts receivable to use as collateral as defined in the agreement. The facility had an initial two-year term and automatically renews for successive annual periods until delivery of a proper termination notice. The facility term automatically extended to October 2024. We incur recurring fees under the agreement, including a funding fee of 0.5% above the prime rate, in no event to be less than 5.5%, on any advances, and a service fee on average net funds borrowed. The Lender has a security interest in our assets and the right to demand repayment of the advances at any time. As of March 31, 2024, and December 31, 2023, we had an outstanding payable balance of $0.6 million and $1.9 million, respectively.

The Lender also advanced us $0.9 million effective September 30, 2022 (the Over-advance), pending restructuring of our mortgage promissory note with the Lender. The Over-advance accrued interest at an annual rate which is the greater of 7.0% above the Lender's prime rate (14.5% at December 31, 2022) and 10.3% until it was repaid in January 2023. As of December 31, 2023, the Over-advance was classified as long-term debt in our condensed consolidated balance sheet as it was refinanced on a long-term basis in January 2023, as discussed below.

Table of Contents

We RiceBran have outstanding (i) restricted stock units issued under our 2014 Equity Incentive Plan (RSUs) to employees and directors and (ii) other restricted stock units held by a service provider (SUs). Each RSU and SU represents a contingent right to receive one share of common stock. Summaries of nonvested and vested restricted stock unit activity follows.Technologies

	RSUs										SUs
	Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)		Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)
Nonvested at December 31, 2022		366,818		$	1,024		$	2.79		2.8		160,000		$	201		$	1.26	$	3
Granted		76,088			70			0.93		-		6,132			5			0.75		-
Forfeited		(646	)		(3	)		5.15		0.6		-			-			-		-
Vested with service		(164,781	)		-			-		-		(6,132	)		-			-		-
Expense		-			(274	)		-		-		-			(24	)		-		-
Nonvested at March 31, 2023		277,479			817			2.95		2.6		160,000			182			1.14		2.5
Granted		60,196			60			1.00		-		-			-			-		-
Forfeited		(231,413	)		(881	)		3.81		1.3		-			-			-		-
Vested with service		(60,196	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(16,750	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			12			-		-		-			(19	)		-		-
Nonvested at June 30, 2023		29,316		$	8		$	0.29		0.1		160,000		$	163		$	1.02		2.2
Granted		66,280			29			0.43		-		-			-			-		-
Forfeited		(2,000	)		(8	)		4.00		0.4		-			-			-		-
Vested with service		(92,596	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(500	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			(28	)		-		-		-			(19	)		-		-
Nonvested at September 30, 2023		500		$	1		$	4.12		-		160,000		$	144		$	0.90		2.0

Notes to Unaudited Condensed Consolidated Financial Statements

	Number of RSUs
Vested at December 31, 2022		224,725
Vested with service		170,913
Issued at vesting		(74,825	)
Vested at March 31, 2023		320,813
Vested with service		60,196
Vested upon involuntary termination		16,750
Issued at vesting		(221,742	)
Vested at June 30, 2023		176,017
Vested with service		92,596
Vested upon involuntary termination		500
Issued at vesting		(500	)
Vested at September 30, 2023		268,613

Additional information related to our factoring obligation (exclusive of the Over-advance) follows.

As of September 30, 2023, issuance of 268,613 shares of common stock subject to certain RSUs which are vested, is deferred to the date the holder is no longer providing service to our Company.

	Three Months Ended March 31,
	2024			2023
Average borrowings outstanding (in thousands)	$	802		$	2,771
Fees paid, as a percentage of average oustanding borrowings		12.4	%		2.2	%
Interest paid, as a percentage of average outstanding borrowings		2.3	%		2.2	%

~~Under~~As ~~the~~of March ~~original~~31, ~~terms~~2023, we ofhad ~~certain~~$1.9 million ~~RSUs~~ outstanding ~~during~~under ~~the~~a ~~periods~~line ~~presented,~~of ~~the~~credit ~~nonvested~~with ~~portion~~a ofbank. anThe ~~RSU~~borrowing iswas ~~vested~~secured ~~upon~~by ~~the~~our ~~without-cause~~cash ~~involuntary~~on ~~termination~~deposit ofwith the ~~holder’s~~bank ~~service.~~and ~~Under~~bears ~~the~~interest ~~original~~at ~~terms~~prime of(7.8% ~~all~~at March ~~RSUs~~31, ~~outstanding~~2023). There ~~during~~were no stipulated repayment terms for the ~~periods~~line ~~presented,~~as ~~upon~~long ~~voluntary~~as orwe ~~with-cause~~maintained ~~termination~~sufficient ofcash ~~the~~collateral. ~~holder’s~~We ~~service,~~repaid the ~~nonvested~~amounts ~~portion~~borrowed ofunder anthe ~~RSU~~line isof ~~forfeited~~credit ~~and~~in ~~any~~full ~~previously~~in April ~~recognized~~2023. ~~compensation~~Our ~~related~~borrowings tounder the ~~nonvested~~line ~~portion~~ of ancredit ~~RSU~~averaged is$1.8 ~~reversed~~million ~~because~~in ~~our~~the three months ~~policy~~ended March is31, to2023, ~~recognize~~at ~~forfeitures~~an asaverage ~~they~~annual ~~occur~~interest rate of 7.7%.

~~In July~~Future ~~2023,~~principal wematurities ~~issued an option for the purchase~~ of uplong-term todebt ~~100,000~~outstanding ~~shares of our common stock~~ at March an31, ~~exercise~~2024, ~~price~~follow of(in $1thousands).~~05 per share. The option was immediately vested and had a grant date fair value of $73 thousand.~~

Preferred Stock and Tax Benefits Preservation Plan (Rights Agreement)

2024 (remaining nine months)	$	57
2025		54
2026		-
2027		-
2028		4,282
Principal maturities		4,393
Debt issuance costs		(1,132	)
Total long term debt, net	$	3,261

~~In July~~NOTE 2023, in connection with the Rights Agreement described below, we designated an eighth series of preferred stock, Series H Junior Participating Preferred Stock, no par value (Series H Preferred Shares)10. ~~Series H Preferred shares will be entitled~~EQUITY, ifSHARE-BASED ~~declared,~~COMPENSATION toAND a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of our common stock. Each share of Series H Preferred Stock entitles the holder to 1,000 votes on all matters submitted to a vote of our shareholders. In the event of any merger, consolidation or other transaction in which shares of common stock are converted or exchanged, each share of Series H Preferred Stock will be entitled to receive 1,000 times the amount received per one share of our common stock.WARRANTS

A summary of equity activity for the three months ended March 31, 2024 and 2023, follows (in thousands, except share amounts).

	Shares
	Preferred				Preferred		Common		Accumulated
	Series G		Common		Stock		Stock		Deficit			Deficit
Balance, December 31, 2023		150		9,513,341	$	75	$	330,202	$	(333,277	)	$	(3,000	)
Common stock awards under equity incentive plans		-		383,394		-		-		-			-
Stock units issued to vendor		-		106,667		-		126		-			126
Common stock issued to vendor		-		600		-		-		-			-
Net loss		-		-		-		-		(1,858	)		(1,858	)
Balance, March 31, 2024		150		10,004,002	$	75	$	330,328	$	(335,135	)	$	(4,732	)

	Preferred				Preferred		Common		Accumulated
	Series G		Common		Stock		Stock		Deficit			Equity
Balance, December 31, 2022		150		6,309,509	$	75	$	328,551	$	(315,717	)	$	12,909
Common stock awards under equity incentive plans		-		68,693		-		300		-			300
Stock units issued to vendor		-		6,132		-		23		-			23
Common stock issued to vendor		-		600		-		1		-			1
Net loss		-		-		-		-		(2,028	)		(2,028	)
Balance, March 31, 2023		150		6,384,934	$	75	$	328,875	$	(317,745	)	$	11,205

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~~In July~~ RiceBran 2023, we entered into the Rights Agreement designed to reduce the likelihood that we will experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended, by (i) discouraging any person or group of persons from becoming an “Acquiring Person”, which is defined in the Rights Agreement generally as a person or group of affiliated or associated persons that, at any time after the date of the Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the shares of our then outstanding common stock and (ii) discouraging any existing shareholder currently beneficially holding 4.95% or more of the shares of our common stock from acquiring more shares of our common stock. In connection therewith, the Board declared a dividend of one preferred share purchase right (a Right) for each outstanding share of common stock to shareholders of record at the close of business on July 17, 2023. Each Right entitles the holder to purchase one one-thousandth of a share of our Series H Preferred Stock at a price of $6.00, subject to certain adjustments.Technologies

~~The~~ Notes Rights will separate and begin trading separately from our common stock generally (i) when a person or group of affiliated or associated persons has become an Acquiring Person or (ii) following the commencement, or announcement of an intention to ~~commence,~~Unaudited aCondensed ~~tender~~Consolidated ~~offer~~Financial or exchange offer the consummation of which would result in any person becoming an Acquiring Person. If issued, each Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void) will become exercisable for common stock having a value equal to two times the exercise price of the Right. Prior to exercise, a Right does not give its holder any dividend, voting or liquidation rights. If not otherwise redeemed, exchanged or terminated, the Rights will expire in July 2026, or at such later date as may be established by the Board.Statements

Summaries of nonvested and vested restricted stock unit activity follow.

	RSUs										SUs
	Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)		Numer of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)
Nonvested at December 31, 2023		500		$	1		$	1.28		0.2		106,667		$	126		$	1.18	$	1.8
Vested with service		(500	)		-					-		(106,667	)		-			-		-
Expensed		-			(1	)		-		-		-			(126	)		-		-
Nonvested at March 31, 2024		-		$	-		$	-		-		-		$	-		$	-		-

	Number of RSUs
Vested at December 31, 2023		382,894
Issued at termination of service		(382,894	)
Vested at March 31, 2024		-

As of March 31, 2024, we do not have any outstanding restricted stock units issued under the Amended and Restated 2014 Equity Incentive Plan or any other restricted stock units held by any service providers.

NOTE 11. INCOME TAXES

Our tax expense for the three ~~and nine~~ months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023, differs from the tax expense computed by applying the U.S. statutory tax rate to loss ~~from continuing operations~~ before income taxes as no tax benefits were recorded for tax losses generated in the U.S. As of ~~September~~March 3031, ~~2023~~2024, we had deferred tax assets primarily related to U.S. federal and state tax loss carryforwards. We provided a full valuation allowance against our deferred tax assets as future realization of such assets is not more likely than not to occur.

NOTE 12. LOSS PER SHARE (EPS)

We calculate basic EPS under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. Our outstanding convertible preferred stock are considered participating securities as the holders may participate in undistributed earnings with holders of common shares and are not obligated to share in our net losses.

We calculate diluted EPS by dividing ~~our~~the ~~loss~~net ~~from~~income ~~continuing~~attributable ~~operations~~to the Company’s common shareholders by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. We calculate the dilutive effects of outstanding options, warrants and nonvested restricted stock units that vest solely on the basis of a service condition using the treasury stock method. We calculate the dilutive effects of outstanding preferred stock using the if-converted method.

Reconciliations of the numerators and denominators in the EPS computations ~~for continuing operations~~ follow.

	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
NUMERATOR (in thousands):
Basic and diluted - loss from continuing operations	$	(1,782	)	$	(1,551	)	$	(5,132	)	$	(5,440	)
Basic and diluted - net loss	$	(1,446	)	$	(1,165	)
DENOMINATOR:
Weighted average number of shares of shares of common stock outstanding		69,~~607~~962,~~738~~510			56,~~235~~337,~~005~~031			~~6,462,025~~			~~5,203,504~~
Weighted average number of shares of common stock underlying vested RSUs and SUs		198,615			97,303			237,938			87,276
Weighted average number of shares of common stock underlying vested restricted stock units		8,415			230,947
Basic and diluted EPS - weighted average number of shares outstanding		69,~~806~~970,~~353~~925			56,~~332~~567,~~308~~978			~~6,699,963~~			~~5,290,780~~

No effects of potentially dilutive securities outstanding were included in the calculation of diluted EPS for the three months ended March 31, 2024 and 2023, because to do so would be antidilutive as a result of our net loss. Potentially dilutive securities outstanding at March 31, 2024, included our outstanding convertible preferred stock, options, warrants and nonvested restricted stock units.

Table of Contents

No RiceBran effects of potentially dilutive securities outstanding were included in the calculation of diluted EPS for continuing operations for the three and nine months ended September 30, 2023 and 2022, because to do so would be antidilutive because of our net loss from continuing operations. Potentially dilutive securities outstanding at September 30, 2023, included our outstanding convertible preferred stock, options, warrants, nonvested RSUs and nonvested SUs.Technologies

~~NOTE~~ Notes ~~13.~~to ~~FAIR~~Unaudited ~~VALUE~~Condensed ~~MEASUREMENTS~~Consolidated Financial Statements

~~The~~NOTE ~~fair value of cash and cash equivalents, accounts receivable, accounts payable, commodities payable and short-term debt approximates their carrying value due to shorter maturities~~13. AsCOMMITMENTS ~~of September~~AND 30, 2023, the fair values of our operating lease liability, long-term debt and finance lease liabilities approximated their carrying values, based on current market rates for similar debt and leases with similar maturities (Level 3 measurements).CONTINGENCIES

~~The~~Legal ~~following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):~~Matters

	Level 1		Level 2		Level 3		Total
Total liabilities at fair value as of September 30, 2023 - Derivative warrant liability						55	$	55
Total liabilities at fair value as of December 31, 2022 - Derivative warrant liability	$	-	$	-	$	69	$	69

From time to time, we are involved in litigation incidental to the conduct of our business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, we record accruals for contingencies when it is probable that a liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. We expense defense as incurred. Defense costs, when incurred, are included in selling, general and administrative expense.

~~The~~In January ~~following~~2023, we ~~tables~~received ~~summarize~~$0.3 million ~~the~~in ~~changes~~restitution inpayments ~~level~~from 3a ~~items~~former ~~measured~~employee. atThe ~~fair~~payments ~~value~~were onordered by a ~~recurring~~federal ~~basis~~court ~~for~~in 2012. ~~the~~Other ~~three~~income ~~and~~in ~~nine~~the three months ended ~~September~~March 3031, 2023, ~~(in~~includes ~~thousands):~~a $0.3 million gain as a result of collecting the restitution payment.

	Fair Value as of Beginning of Period		Total Realized and Unrealized Gains (Losses)		Issuance of New Instruments		Net Transfers (Into) Out of Level 3		Fair Value, at End of Period		Change in Unrealized Gains (Losses) on Instruments Still Held
Three months ended September 30, 2023
Total Level 3 fair value - Derivative warrant liability	$	108	$	53	$	-	$	-	$	55	$	53
Nine months ended September 30, 2023:
Total Level 3 fair value - Derivative warrant liability	$	69	$	14	$	-	$	-	$	55	$	14
Three months ended September 30, 2022
Total Level 3 fair value - Derivative warrant liability	$	846	$	612	$	-	$	-	$	234	$	612
Nine months ended September 30, 2022:
Total Level 3 fair value - Derivative warrant liability	$	258	$	24	$	-	$	-	$	234	$	24

The derivative warrant liability relates to a warrant issued in September 2021 for the purchase of up to 230,769 shares of common stock (Warrant A). The current $2.72 per share exercise price of Warrant A adjusted in September 2023 to $0.57 per share, 110% of the 5-day volume weighted average price of our common stock. We classify Warrant A in our consolidated balance sheets as derivative warrant liability because the holder may elect cash settlement of this warrant in the event of a change of control. We estimated the fair value of Warrant A as of September 30, 2023, and December 31, 2022, using Black-Scholes which approximates the cash settlement the holder could elect to be paid in the event of a change of control. The changes in the estimated fair value of Warrant A are included in other income (loss) in our consolidated statements of operations. The assumptions used in valuing Warrant A follow.

	September 2023			December 31, 2022
Assumed exercise price	$	0.57		$	2.72
Assumed volatility		93.3	%		92.2	%
Assumed risk free interest rate		5.4	%		4.3	%
Expected life of options (in years)		3.0			3.7
Expected dividends		-			-

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NOTE 14. COMMITMENTS AND CONTINGENCIES

Employment Contracts and Severance Payments

In the normal course of business, we periodically enter into agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements.

Vesting of certain outstanding nonvested equity grants would accelerate following a change in control.

Legal Matters

From time to time, we are involved in litigation incidental to the conduct of our business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, we record accruals for contingencies when it is probable that liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. We expense defense as incurred. Defense costs, when incurred, are included in selling, general and administrative expenses.

In January 2023, we received $0.3 million in restitution payments from a former employee. The payments were ordered by a federal court in 2012. Other income in the nine months ended September 30, 2023, includes a $0.3 million gain as a result of collecting the restitution payment.

NOTE 15. SUBSEQUENT EVENTS

On November 8, 2023, the Nasdaq Stock Market LLC (Nasdaq) delisted the Company. The Company’s stock is now traded on the OTC Pink Market under the symbol “RIBT.”

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

OnResults ~~June 23, 2023, we completed the sale~~ of ~~our~~Continuing ~~assets~~Operations related to the production of stabilized rice bran and the processing of stabilized rice bran into stabilized rice bran derivatives at facilities located in West Sacramento, California, Mermentau, Louisiana, Lake Charles, Louisiana and Dillon, Montana (the SRB Business). The SRB Business’s results are presented as discontinued operations in our consolidated statements of operations and are excluded from continuing operations for all periods presented. See Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion of our discontinued operations.

AsRevenues from continuing operations of $2.1 ~~September~~million ~~30,~~in ~~2023~~the first quarter of 2024 increased $0.2 million, ~~continuing~~or ~~operations~~8%, ~~included~~compared to the ~~results~~first quarter of ~~operating~~2023. ~~our~~Cost ~~rice~~of ~~mill~~goods ~~located~~sold from continuing operations was $1.7 million in ~~Wynne,~~the ~~Arkansas~~first ~~(Golden~~quarter ~~Ridge)~~of 2024 and ~~our~~2023. ~~barley~~Gross ~~and~~profit ~~oats~~from ~~mill~~continuing ~~located~~operations therefore increased $0.2 million in ~~East~~the ~~Grand~~first ~~Forks,~~quarter ~~Minnesota~~of ~~(MGI)~~2024 compared to the first quarter of 2023.

~~Results~~This ofimprovement ~~Continuing~~in ~~Operations~~MGI’s –financial ~~Three~~performance ~~Months~~was ~~Ended~~primarily ~~September~~due ~~30,~~to the inefficiencies related to the capacity expansion of the mill during the first quarter of 2023 ~~and~~not ~~2022~~recurring in the first quarter of 2024.

~~Revenues~~Selling, ofgeneral ~~$4.8~~and ~~million~~administrative expenses from continuing operations in the ~~third~~first quarter of ~~2023~~2024 ~~decreased~~were $ 1.8 7 million, orcompared ~~26.8%,~~to ~~from~~ $61.64 million in the ~~third~~first quarter of ~~2022~~2023. ~~$1.2~~This ~~million~~increase ofwas ~~this~~mainly ~~decrease~~due ~~related~~ to ~~Golden~~increased ~~Ridge~~legal ~~mainly~~costs ~~due~~related ato ~~lack~~our ofcontinuing ~~availably~~strategic ofreview ~~end~~which ofresults in the ~~season~~loss ~~crop~~from ~~leading~~continuing tooperations ~~lower~~before ~~volumes. The~~other ~~remaining~~income ~~$0.6~~(expenses) ~~million~~being ~~revenue~~consistent ~~decrease~~between atperiods ~~MGI~~with ~~Grain~~the ~~was~~improved ~~mainly~~gross ~~due~~profit tonoted ~~lower commodity prices~~above.

~~The~~Other ~~third~~expense, net, increased $0.3 million from the first quarter of 2023 ~~gross~~to ~~loss~~the atfirst ~~both MGI~~quarter ~~Grain~~of ~~Incorporated~~2024 ~~(MGI~~primarily ~~Grain)~~due ~~and~~to ~~Golden~~the ~~Ridge~~$0.1 ~~Rice~~million ~~Mills,~~increase ~~Inc.~~in ~~(Golden~~interest ~~Ridge)~~expense, ~~decreased~~mainly ~~compared~~due to the ~~third~~Funicular ~~quarter~~financing, ofand ~~2022~~in by2023 the non-recurring receipt of $0.13 million in ~~total~~restitution orpayments ~~15.5%~~from ~~due~~a toformer ~~the~~employee, ~~rationalization~~which ofhad ~~less~~been ~~profitable~~ordered ~~business~~by ~~due~~a tofederal ~~the~~court ~~commodity~~in ~~supply changes noted above~~2012.

~~Despite~~Loss ~~increased~~from ~~legal~~continuing ~~and~~operations ~~consulting costs incurred~~ in the ~~third~~first quarter of ~~2023~~2024 aswas ~~we continue to explore all our strategic alternatives, selling, general and administrative (SG&A) expenses of~~ $1.24 million incompared ~~the~~to ~~third quarter of 2023 still decreased~~ $01.2 million orloss ~~12.7% from $1.4 million~~ in the ~~third~~first quarter of ~~2022~~2023 as ~~due to continued control of other overhead expenses, mainly staff~~explained above.

~~Loss~~Net loss from continuing operations ~~before~~per ~~other~~share ~~income (expense) was $1.7 million~~ in the ~~third~~first quarter of ~~2023,~~2024 decreased to $0.315 per ~~million~~share orfrom 13$0.5%18 ~~less~~per ~~than~~share in the ~~third~~first quarter of ~~2022~~2023 ~~because~~due ofto ~~the~~an ~~improved~~increase ~~gross~~in ~~margin~~outstanding ~~and~~shares ~~decreased~~due ~~SG&A~~to ~~expenses~~the ~~noted~~Funicular ~~above~~financing.

Other expense, net, increased $0.5 million in the third quarter of 2023 compared to the third quarter of 2022 mainly due to the reduction in the gain from the change in the fair value of our derivative warrant liability.

As a result of the above, our third quarter 2023 loss from continuing operations was $1.8 million, or $0.26 per share, compared to $2.0 million, or $0.29 per share, in the third quarter of 2022.

Results of Continuing Operations – Nine Months Ended September 30, 2023 and 2022

Primarily due to commodity input pricing changes, revenues of $17.0 million in the first nine months of 2023 decreased $2.2 million, or 11.7%, from $19.2 million in the first nine months of 2022. This decrease included a $1.9 million decrease in MGI Grain revenues and $0.3 million decrease in Golden Ridge revenues.

However, our gross loss of $0.5 million in the first nine months of 2023 improved 47.9% from a gross loss of $1,0 million in the first nine months of 2022 about equally at both MGI Grain and Golden Ridge gross due to the elimination of certain operating inefficiencies.

SG&A expenses of $4.3 million in the first nine months of 2023 increased $0.3 million or 8.3% compared to $4.0 million in the first nine months 2022 due to increased legal and consulting costs incurred as we continue to explore all our strategic alternatives.

Loss from continuing operations before other income (expense) was $4.8 million in the first nine months of 2023, compared to $5.0 million for the same period of 2022 because of, as noted above, the impact of our improved gross margin offset by increased SG&A expenses.

Other income, net, increased $0.2 million from the nine months of 2023 compared to same period of 2022 mainly due to the favorable impact of a $0.3 million restitution payment from a former employee, which had been ordered by a federal court in 2012.

As a result of the above our loss from continuing operations in the first nine months of 2023 was $5.1 million, or $0.77 per share, compared to $5.4 million, or $1.03 per share, in the first nine months of 2022.

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Liquidity, Going Concern and Capital Resources

WeThe ~~had~~Company ~~$0.5~~has ~~million~~incurred inlosses ~~cash~~ and ~~equivalents~~generated asnegative ofcash ~~September~~flows ~~30,~~from ~~2023,~~operations asince ~~decline~~its ~~of $0~~inception.6 ~~million~~As ~~from~~of ~~December~~March 31, ~~2022~~2024, ~~after~~the ~~considering~~Company ~~repayments~~had an accumulated deficit of $3335.01 million ~~on our factoring~~, ~~line~~shareholders’ deficit of ~~credit,~~$4.7 ~~long~~million ~~term~~and ~~debt~~cash and ~~finance~~cash ~~lease~~equivalents ~~liabilities~~of $0.4 million. In our continuing operations, we used $1.4 million in operating cash during the first ~~nine~~quarter ~~months~~ of ~~2023~~2024, wecompared ~~used~~to $0.5 million of operating cash toprovided ~~fund~~by ~~operations~~in ~~and~~2023. We also provided $10.1 million toof ~~fund~~ capital expenditures. ~~This~~in ~~was~~the ~~offset~~first byquarter of 2024, compared to $0.52 million offunded ~~net~~in ~~cash provided by~~ the ~~operation~~first ~~and~~quarter ~~disposition~~ of ~~our~~2023. These ~~SRB~~capital ~~Business~~expenditures inrelate ~~the~~primarily ~~first~~to ~~nine~~equipment ~~months~~at ofour ~~2023~~MGI facility.

OnOur ~~December~~history 1,of ~~2023,~~operating anlosses ~~entity~~and ~~owned~~negative byoperating ~~Cable~~cash ~~Car~~flows ~~Capital~~from ~~LLC,~~continuing ~~Funicular~~operations ~~Funds,~~raises LPsubstantial ~~(Funicular),~~doubt ~~purchased~~about ~~$0.4~~our ~~million~~ability ofto ~~shares~~continue ofas ~~common~~a ~~stock~~going ofconcern within one year from the ~~Company~~date of this filing. Due to these historical losses and ~~lent the~~negative ~~Company~~cash $4flows, management has considered various strategic alternatives.0 ~~million~~Specifically, ~~less~~we anrecently ~~original~~completed ~~issue~~a ~~discount~~refinancing ofin ~~$0.4~~December ~~million~~2023, as further described below.

On December 1, 2023, Funicular, purchased $0.4 million of shares of common stock of the Company and lent the Company $4.1 million.

With the proceeds of this financing, the Company repaid its $1.5 million mortgage note ~~(see Note 9)~~ and will use the remaining balance to fund its current and future general working capital and operating, investing, and financing cash flow needs.

~~The~~On ~~Company~~January ~~believes~~25, ~~this~~2024, ~~financing~~the ~~will~~Company besold ~~adequate~~Golden toRidge ~~fund~~for ~~the~~$2.2 ~~Company’s~~million. ~~planned~~As ~~operations~~a ~~over~~result of the ~~next~~sale, ~~twelve~~the ~~months~~Company ~~from~~has ~~the~~streamlined ~~issuance~~its ofbusiness ~~these~~and ~~Unaudited~~balance ~~Condensed~~sheet, ~~Consolidated~~eliminating ~~Financial~~unprofitable ~~Statements~~operations.

The Company also believes additional cash can be secured through other debt or structured equity financing, if necessary. However, there can be no assurance that equity or debt financing will be available to the Company should it need it or, if available, that the terms will be satisfactory to the Company and not dilutive to existing shareholders. The Company’s failure to raise capital as and when needed could have significant negative consequences for its business, financial condition, and results of consolidated operations.

On March 30, 2020, we entered into a sales agreement with respect to an at-the-market (ATM) offering program, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $6.0 million, which we currently have $2.8 million remaining. Under the terms of the securities purchase agreement related to a September 2021 offering, we are prohibited from entering into an agreement to effect any at-the-market issuance until September 13, 2023. Under the terms of the securities purchase agreement related to the October 2022 offerings, we are generally prohibited from entering into a variable rate transaction, as defined in the agreement, until October 20, 2023. 16

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Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon unaudited condensed consolidated financial statements, which have been prepared in accordance with ~~accounting principles generally accepted in the United States of America~~GAAP. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures on the date of the financial statements. On an ongoing basis, we evaluate the estimates, including, but not limited to, those related to revenue recognition, inventory valuation, and long-lived asset impairment. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates.

Recent Accounting Pronouncements

~~See~~In December ~~Note~~2023, the 4Financial inAccounting ~~the~~Standards ~~Notes~~Board issued ASU 2023-09, Improvement to ~~Unaudited~~Income ~~Condensed~~Tax ~~Consolidated~~Disclosures, ~~Financial~~which ~~Statements~~requires disclosure of disaggregated income taxes paid, prescribes standard categories for ~~further~~the ~~discussion~~components of the effective tax rate reconciliation, and modifies other income tax-related disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, may be applied prospectively or retrospectively, and allows for early adoption. These requirements are not expected to have an impact on our results of operations, financial position, or cash flows and will expand income tax disclosures.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act) and are not required to provide the information otherwise required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures. As of ~~September~~March 3031, ~~2023~~2024, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our ~~2022~~2023 Annual Report on Form 10-K.

18 We evaluated, with the participation of our executive chairman, and interim chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our executive chairman and interim chief financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report due to the material weakness discussed below.

~~Table~~As reported in our Annual Report on Form 10-K for the year ended December 31, 2023, filed on April 1, 2024, management identified the following material weaknesses in our internal control over financial reporting during the period covered by this report, related to management’s review controls over the documentation and review of ~~Contents~~ the required dual approval for the posting of journal entries and the processing and review of inventory costing.

WeThe ~~evaluated,~~Company ~~with~~had ~~the~~consistent ~~participation~~turnover ofwithin ~~our~~the ~~executive~~accounting ~~chairman,~~department ~~and~~in ~~interim chief financial officer~~2023, ~~the~~which ~~effectiveness~~led ofto ~~our~~not ~~disclosure~~sustaining ~~controls~~a ~~and~~sufficient ~~procedures~~number as of ~~the~~qualified ~~end~~personnel ofto maintain the ~~period~~proper ~~covered~~controls byover ~~this~~financial ~~Quarterly Report on Form 10-Q~~reporting. ~~Based~~This onled ~~this~~to ~~evaluation,~~an ~~our~~overstatement ~~executive~~in ~~chairman~~inventory ~~and~~due ~~interim~~to ~~chief~~the ~~financial~~incorrect ~~officer~~entry ~~concluded~~of ~~that~~purchase ~~our~~order ~~disclosure~~quantities, ~~controls~~which ~~and~~was ~~procedures~~detected ~~were~~by ~~effective as of~~ the ~~end~~Company’s ofindependent ~~the period covered by this report~~auditors.

Changes in Internal Control over Financial Reporting

~~During~~In ~~the~~April ~~most~~2024, ~~recently~~management ~~completed~~initiated ~~fiscal~~remediation ~~quarter~~measures including, ~~there~~but ~~have~~not ~~been~~limited noto, ~~changes~~hiring inadditional ~~our~~accounting ~~internal~~staff ~~control~~or ~~over~~engaging ~~financial~~third parties to assist us with complying with the accounting and reporting ~~that~~requirements ~~have~~under ~~materially~~U.S. ~~affected,~~GAAP orand ~~are~~SEC ~~reasonably~~reporting ~~likely~~standards and to ~~materially~~implement ~~affect,~~the ~~our~~appropriate internal ~~control~~controls ~~over~~and ~~financial~~the ~~reporting~~necessary customization of the Company’s accounting system to provide the documentation for the required dual approval for the posting of journal entries.

Except as noted above, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in or subject to, or may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position, results of operations or cash flows. We record accruals for contingencies when it is probable that a liability will be incurred, and the amount of loss can be reasonably estimated.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, ~~2022 and the factor discussed in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended June 30,~~ 2023, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K, ~~Quarterly Report on Form 10-Q and below~~ are not the only risks facing our ~~Company~~company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.

Our common stock was delisted from Nasdaq, which may adversely affect our stock price and the liquidity of our stock and could impact our ability to obtain financing could be impaired.

On October 30, 2023, we received a Staff Delisting Determination (the Staff Determination) from the Nasdaq Listing Qualifications Department (the Staff). The Staff Determination was issued as a result of the Company failing to comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b) (the Listing Requirement). On the basis of the Staff’s review and materials submitted by the Company to Nasdaq on October 9, 2023 and October 23, 2023, the Staff determined that the Company did not provide a definitive plan evidencing its ability to achieve near term compliance with the Listing Requirement or sustain such compliance over an extended period of time. Accordingly, trading in the Company’s common stock was suspended at the open of business on November 8, 2023 removing the Company’s securities from listing and registration on Nasdaq. We have transferred the quotation of our common stock to the over-the-counter markets operated by OTC Markets Group Inc. The shares of the Company’s common stock are currently trading under the symbol of “RIBT” on OTC Pink Market.

The delisting of our common stock from Nasdaq may negatively impact our Company and holders of our common stock, including the willingness of investors to hold our common stock because of the resulting decreased price, liquidity and trading of our common stock, limited availability of price quotations and reduced news and analyst coverage. There can be no guarantee that a broker will continue to make a market in our common stock and that trading will continue on the OTC Pink Market. The delisting from Nasdaq may further adversely impact the perception of our financial condition, cause reputational harm with investors, our employees and business partners, and limit our access to debt and equity financing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended ~~September~~March 3031, ~~2023~~2024, we issued the securities described below without registration under the Securities Act of 1933, as amended ~~(the Securities Act)~~. The description below does not include issuances that we disclosed previously on Current Reports on Form 8-K. Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended. All issuances below were made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

19 On January 24, 2024, we issued 106,667 shares of common stock to a service provider, that is not a natural person, upon vesting of stock units that were purchased by the service provider using the performance-based compensation for services that was earned by the service provider pursuant to a performance compensation agreement. The shares were valued at an aggregate of $13,867.

~~Table~~On March 31, 2024, we issued 600 shares of ~~Contents~~ common stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $138.

Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. All issuances below were made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

On September 30, 2023, we issued 600 shares of common stock to a service provider, that is not a natural person, as compensation for service provided. These shares were valued at an aggregate of $444.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

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Item 6. Exhibits

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The following exhibits are attached hereto and filed herewith:

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit Number

Filing / Effective Date

Filed Here- with

3.1

Certificate of Determination of Series H Junior Participating Preferred Stock

3.2

Amendment to Bylaws, effective August 30, 2023

8-K

001-36245

3.1

August 30, 2023

4.1

Tax Benefits Preservation Plan, dated as of July 6, 2023, with American Stock Transfer & Trust Company, LLC, as Rights Agent.

8-K

001-36245

4.1

July 6, 2023

10.1

Agreement for Purchase And Sale with Republic Business Credit, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2019).

8-K

001-36245

10.1

September 14, 2023

16.1

Letter from RSM US LLP to the Securities and Exchange Commission, dated August 23, 2023.

8-K

001-36245

16.1

August 23, 2023

31.1

Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification by Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS (1)

Inline XBRL Instance Document

101.SCH (1)

Inline XBRL Taxonomy Extension Schema Document

101.CAL (1)

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF (1)

Inline XBRL Taxonomy Extension Calculation Definition Linkbase Document

101.LAB (1)

Inline XBRL Taxonomy Extension Calculation Label Linkbase Document

101.PRE (1)

Inline XBRL Taxonomy Extension Calculation Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

2119

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SIGNATURES

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 thereunto duly authorized.

Dated: December 20, 2023
	/s/ Eric Tompkins
	Eric Tompkins
	Director and Executive Chairman

Dated: May 13, 2024

/s/ Eric Tompkins Eric Tompkins Director and Executive Chairman /s/ William J. Keneally William J. Keneally Interim Chief Financial Officer

2220

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