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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

~~SECURITIES~~Date ~~EXCHANGE~~of ~~ACT~~report OF(Date ~~1934~~of earliest event reported): November 1, 2024

Date of report (Date of earliest event reported): October 9, 2024

RICEBRAN TECHNOLOGIES

(Exact Name of registrant as specified in its charter)

California	0-32565	87-0673375
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
25420 Kuykendahl Rd., Suite B30		77375
Tomball, TX
(Address of principal executive offices)		(Zip Code)
(218) 773-7564	~~(218) 773-7564~~
Registrant’s telephone number, including area code	~~Registrant’s telephone number, including area code~~
Not applicable
(Former name or former address, if changes since last report)

Not Applicable

(Former name or former address, if changed since last report)

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

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

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

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

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ~~Securities registered pursuant to Section 12(b) of the Act:~~

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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

Emerging growth company ☐

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

Item 1.01

Entry into a Material Definitive Agreement.

On October 9, 2024, RiceBran Technologies (the “Company”) and Funicular Funds, LP, a Delaware limited partnership (“Funicular”) entered into a Secured Promissory Note, dated as of October 9, 2024, by and among the Company, Funicular, as holder, Golden Ridge Rice Mills, Inc. (“Golden Ridge”), as guarantor, and MGI Grain Incorporated (“MGI Grain”), as guarantor (the “New Funicular Note”). The ~~New~~information ~~Funicular~~set ~~Note~~forth ~~increases the initial and delayed draw amount~~ under ~~the~~Item ~~previously~~8.01 ~~disclosed Secured Promissory Note, dated as~~ of ~~September~~this ~~16,~~Current ~~2024,~~Report by and among the Company, Funicular, as holder, Golden Ridge, as guarantor, and MGI Grain, as guarantor (the “Funicular Note”) from $1.1 million to $1.5 million. The New Funicular Note contains substantially the same terms and conditions as the Funicular Note, which were previously disclosed on a Form 8-K ~~filed~~is ~~by the Company on September 23, 2024 (the “Prior 8-K”). The terms of the Funicular Note described in the Prior 8-K are~~ incorporated byinto ~~reference in~~ this Item 1.01 by reference.

ToItem ~~date, $1~~2.301 ~~million~~Completion ~~has now been advanced to and borrowed by the Company under the Funicular Note. The foregoing is a summary~~ of ~~the~~Acquisition ~~New~~or ~~Funicular~~Disposition ~~Note and is subject in its entirety to the full text~~ of ~~the New Funicular Note, which is attached as Exhibit 10~~Assets.~~1 to this Current Report and is incorporated by reference in this Item 1.01.~~

~~Item~~The ~~2.03~~information ~~Creation~~set offorth aunder ~~Direct~~Item ~~Financial~~8.01 ~~Obligation~~of orthis anCurrent ~~Obligation~~Report ~~under~~on anForm ~~Off~~8-~~Balance~~K ~~Sheet~~is ~~Arrangement~~incorporated ofinto athis ~~Registrant~~Item 2.01 by reference.

~~The information contained above under~~ Item 12.0104 ~~with~~Triggering ~~respect~~Events toThat ~~the~~Accelerate ~~Funicular~~or ~~Note~~Increase isa ~~hereby~~Direct ~~incorporated~~Financial byObligation ~~reference~~or inan ~~response~~Obligation tounder ~~this~~an ~~Item~~Off-Balance ~~2.03~~Sheet ~~of Form 8-K~~Arrangement.

The information set forth under Item 48.01 ~~Change~~of inthis ~~Registrant’s~~Current ~~Certifying~~Report ~~Accounting~~on Form 8-K is incorporated into this Item 2.04 by reference.

OnItem ~~October 10, 2024, WithumSmith+Brown, PC (“Withum”) notified the Company that they were resigning as the Company’s independent registered public accounting firm~~8.01 ~~Withum~~Other ~~had served as the Company’s independent registered public accounting firm since 2023~~Events.

~~During~~On ~~the~~October ~~Company’s two most recent fiscal years ended December~~ 31, ~~2023 and 2022~~2024, ~~and~~RiceBran ~~the subsequent interim period through October 10~~Technologies, ~~2024,~~a ~~there~~California ~~were~~corporation ~~no disagreements~~ (asthe ~~defined in Item 304(a~~“Company”)~~(1)(iv)~~ ofentered ~~Regulation~~into ~~S-K~~that ~~and~~certain ~~the~~Secured ~~related~~Party ~~instructions)~~Asset ~~between~~Purchase ~~the~~Agreement ~~Company~~by and ~~Withum~~among ~~and~~Funicular ~~RSM on any matter of accounting principles or practices~~Funds, ~~financial statement disclosure~~LP, ora ~~auditing~~Delaware ~~scope~~limited orpartnership ~~procedure which~~(“Funicular”), ~~if not resolved to~~ the ~~independent~~holder ~~registered~~of ~~public accounting firm’s satisfaction, would have caused~~ the ~~independent~~notes ~~registered public accounting firm to make reference to~~ (the ~~subject~~“Secured ~~matter~~Party”) ofand the ~~disagreement in connection with audited reports on the~~ Company’s ~~consolidated financial statements for~~ (the ~~fiscal years ended December 31, 2023 and 2022~~“Agreement”).

~~During~~The Company is indebted to the ~~Company’s~~Secured ~~two~~Party ~~most~~pursuant ~~recent~~to ~~fiscal~~the ~~years~~terms ~~ended~~of (i) that certain Secured Promissory Note, dated as of December 311, 2023 ~~and~~(as ~~2022~~amended, ~~and~~restated, ~~the~~supplemented ~~subsequent~~or ~~interim~~otherwise ~~period~~modified ~~through~~from ~~October~~time 10to time), (ii) that certain Secured Promissory Note, dated as of June 4, 2024 (as amended, ~~there~~restated, ~~were~~supplemented noor otherwise modified from time to time), (iii) that certain Secured Promissory Note, dated as of July 22, 2024 (as amended, restated, supplemented or otherwise modified from time to time) (collectively, the “~~reportable~~Secured ~~events~~Notes”), each of (asi), ~~defined~~(ii) and (iii) were executed by the Company in ~~Item~~favor ~~304~~of the Secured Party and guaranteed by MGI Grain Incorporated (a“MGI Grain”) and Golden Ridge Rice Mills, Inc., as guarantors, and (1iv) all other documents, instruments and agreements entered into in connection with the Secured Notes (vas amended, restated, supplemented and/or modified from time to time, collectively with the Secured Notes, the “Note Documents”). The Secured Party also holds a security interest in substantially all of ~~Regulation~~the ~~S-K~~Company’s ~~and~~personal property (as defined in the ~~related~~Note ~~instructions~~Documents).

~~Withum’s~~On ~~reports~~September on20, 2024, the Company’s ~~consolidated~~acknowledged ~~financial~~that ~~statements~~Event ~~for~~of ~~the~~Defaults ~~most~~have ~~recent~~occurred ~~fiscal~~and ~~year ended~~continued ~~December~~to ~~31,~~occur ~~2023~~under ~~did~~the ~~not~~Note ~~contain~~Documents, ~~any~~and ~~adverse~~the ~~opinion~~Secured orParty ~~disclaimer~~accelerated ofthe ~~opinion~~maturity ~~and~~of ~~were~~the ~~not~~indebtedness ~~qualified~~of orthe ~~modified~~Company as to ~~uncertainty,~~the ~~audit~~Secured ~~scope~~Party orunder ~~accounting~~the ~~principles,~~Note ~~except~~Documents. ~~for~~Pursuant ~~Withum’s~~to ~~most~~the ~~recent~~Note ~~report~~Documents, ~~which~~the ~~contained~~Secured anParty ~~explanatory~~is ~~paragraph~~entitled ~~regarding~~to ~~substantial~~exercise ~~doubt~~its ~~about~~remedies under the ~~Company’s~~Note ~~ability~~Documents toand ~~continue~~applicable aslaw, aincluding ~~going~~the ~~concern~~Uniform Commercial Code (the “Code”).

~~The~~As ~~Company~~of ~~provided~~September ~~Withum~~20, ~~with~~2024, ~~a copy of~~ the ~~disclosures~~Company’s intotal ~~this~~obligations ~~Current Report on Form 8-K (this “Report”) prior~~ to ~~filing this Report with~~ the ~~Securities~~Secured ~~and~~Party ~~Exchange~~were ~~Commission~~$5.4 ~~(the “SEC”)~~million. The Company ~~requested~~does ~~that~~not ~~Withum~~have ~~furnish~~sufficient itfunds ~~with a letter addressed~~ to ~~the~~repay ~~SEC stating whether Withum agrees with~~ the ~~statements~~Secured ~~made~~Party ~~by the Company regarding Withum in this Report~~ and, ~~if not, stating the respects in which it~~ does not ~~agree.~~have Aany ~~copy~~commitments offor ~~Withum’s~~additional ~~letter dated October 14, 2024, to the SEC is filed as Exhibit 16~~funds.~~1 to this Report.~~

On September 20, 2024, pursuant to Section 9-611 of the Code, the Secured Party delivered a Notice of Public or Private Disposition of Collateral (the “Notice”) to the Company and all other parties required under the Code. In accordance with the Notice, a public auction of certain Company assets occurred on October 24, 2024. The assets included the Transferred Assets (as defined in the Agreement). The sale of the assets was effected via a statutory procedure under Article 9 of the Code, which permits a creditor to exercise its right of foreclosure subsequent to a borrower’s loan default, take control of collateral assets of a borrower and sell them while reserving rights to credit bid.

On October 24, 2024, the foreclosure sale pursuant to the auction was completed, and the Transferred Assets were sold to Funicular.

Effective as of the consummation of the sale, the Company ceased to have any further business operations.

The Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The description of the Agreement herein does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit
Exhibit Number		Description
Number		Description
10.1		Secured Party Asset Purchase Agreement by and among RiceBran Technologies, Funicular Funds, LP and the holder of the notes, dated October 31, 2024.
10.1		Secured Promissory Note, dated as of October 9, 2024, by and among RiceBran Technologies, Funicular Funds, LP, as holder, Golden Ridge Rice Mills, Inc., as guarantor, and MGI Grain Incorporated, as guarantor.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
16.1		Letter from WithumSmith+Brown, PC to the Securities and Exchange Commission, dated October 14, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K. 2

SIGNATURE

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

	RICEBRAN TECHNOLOGIES
Date: November 6, 2024	RICEBRAN TECHNOLOGIES
Date: October 15, 2024	By:	/s/ William J. Keneally
	By:	/s/ William J. Keneally
	Name:	William J. Keneally
	Title:	Interim Chief Financial Officer and Secretary

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