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RICEBRAN TECHNOLOGIES Form 8-K: Current report, 2023

RICEBRAN TECHNOLOGIES Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2023-12-20: Form 8-K; Period of report 2023-12-20; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
  • 2023-12-06: Form 8-K; Period of report 2023-12-01; Description 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure; Details 1.01.
  • 2023-11-02: Form 8-K; Period of report 2023-10-30; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
  • 2023-10-20: Form 8-K; Period of report 2023-10-16; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
FiledFormPeriod of reportDescriptionDetailsDocument
2023-12-208-K2023-12-202.02 Results of Operations and Financial Condition2.02 On December 20, 2023, RiceBran Technologies issued a press release announcing certain financial results for the three months ended September 30, 2023.ribt20231119_8k.htm
2023-12-068-K2023-12-011.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
3.02 The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of Form 8-K. The issuance of the Funicular Shares and the Funicular Warrants in the Private Placement have not been registered under the Securities Act, and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.
7.01 On December 4, 2023, the Company issued a press release regarding, among other things, the Private Placement, the Funicular Note and the Fifth Amendment.
ribt20231205_8k.htm
2023-11-028-K2023-10-303.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On October 30, 2023, RiceBran Technologies (the “Company”) received a Staff Delisting Determination (the “Staff Determination”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”).ribt20231102_8k.htm
2023-10-208-K2023-10-165.07 Submission of Matters to a Vote of Security Holders5.07 RiceBran Technologies (the “Company”) held its 2023 Annual Meeting of Shareholders (the “Annual Meeting”) on October 16, 2023.ribt20231020_8k.htm
2023-09-148-K2023-09-082.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant2.03 On September 8, 2023, RiceBran Technologies d/b/a RiceBran Technologies, Inc. (the “Company”) received $450,000 in cash under the Mortgage Agreement and Agreement for Purchase and Sale dated as of October 28, 2019, with Continental Republic Capital, LLC d/b/a Republic Business Credit providing for a factoring facility (the “Factoring Agreement”).ribt20230914_8k.htm
2023-08-308-K2023-08-243.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year3.01 On August 24, 2023, RiceBran Technologies (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company’s shareholders’ equity, as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Form 10-Q”), did not satisfy the continued listing requirement under Nasdaq Listing Rule 5550(b)(1), which requires that a listed company’s stockholders’ equity be at least $2,500,000 (the “Stockholders’ Equity Requirement”).
5.03 On August 30, 2023, the Board of Directors of the Company approved an amendment to the Bylaws of the Company fixing the exact number of directors at five.
ribt20230828_8k.htm
2023-08-248-K/A2023-08-248.01 Other Events8.01 On August 24, 2023, the Company announced that it has scheduled its 2023 Annual Meeting to be held at Vinson & Elkins L.L.P., W.R. Grace Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036 on Monday, October 16, 2023, at 9:00 a.m., Eastern Daylight Time.ribt20230824_8ka.htm
2023-08-238-K2023-08-214.01 Changes in Registrant's Certifying Accountant4.01 On August 21, 2023, Withum Smith+Brown, PC (“Withum”) was appointed as the new independent registered public accounting firm for RiceBran Technologies (the “Company”).ribt20230823_8k.htm
2023-08-218-K2023-08-212.02 Results of Operations and Financial Condition2.02 On August 21, 2023, RiceBran Technologies issued a press release announcing certain financial results for the three months ended June 30, 2023.ribt20230818_8k.htm
2023-08-108-K2023-08-108.01 Other Events8.01 On August 10, 2023, RiceBran Technologies (the “Company”) announced that it has scheduled its 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) to be held at Vinson & Elkins L.L.P., W.R. Grace Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036 on Tuesday, October 10, 2023, at 9:00 a.m., Eastern Daylight Time.ribt20230810_8k.htm
2023-07-148-K2023-07-103.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On July 10, 2023, RiceBran Technologies (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, due to Jean M. Heggie’s previously disclosed resignation from the Company’s Board of Directors (the “Board”), the Company is not in compliance with Nasdaq’s audit committee composition requirements, as set forth in Nasdaq Listing Rule 5605, which requires that the Audit Committee of the Board (the “Audit Committee”) be comprised of at least three “independent directors” (as defined in Nasdaq Listing Rule 5605(a)(2)).ribt20230714_8k.htm
2023-07-068-K2023-07-061.01 Entry into a Material Definitive Agreement; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
3.03 The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 3.03 by reference.
5.03 In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Determination of Series H Junior Participating Preferred Stock (the “Certificate of Determination”).
8.01 On July 6, 2023, the Company issued a press release announcing the adoption of the Rights Agreement and the declaration of the dividend of the Rights.
ribt20230706_8k.htm
2023-06-288-K2023-06-231.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 7.01 Regulation FD Disclosure1.01 Entry into a Material Definitive Agreement.
2.01 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
7.01 On June 26, 2023, the Company issued a press release in connection with the Agreement.
ribt20230627_8k.htm
2023-06-158-K2023-06-093.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure3.01 On June 13, 2023, RiceBran Technologies (the “Company”) received a notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that the Company has not been in compliance with the minimum closing bid price of $1.00 per share (the “Minimum Bid Price Requirement”) for a period of 30 consecutive business days as required by Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market.
5.02 On June 9, 2023, Peter G. Bradley notified the Company’s Board of Directors (the “Board”) of his decision to resign from his position as a director of the Company and Executive Chairman, effective immediately.
7.01 On June 13, 2023, the Company issued a press release in connection with Mr. Tompkins’ appointment.
ribt20230615_8k.htm
2023-05-118-K2023-05-112.02 Results of Operations and Financial Condition2.02 On May 11, 2023, RiceBran Technologies issued a press release announcing certain financial results for the three months ended March 31, 2023.ribt20230511_8k.htm
2023-04-118-K2023-04-051.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events1.01 On April 6, 2023, RiceBran Technologies (the “Company”) entered into a consulting services agreement with CXO Partners, a new services firm of TechCXO (the “Consulting Services Agreement”) wherein CXO Partners will provide financial consulting services to the Company for a minimum period of one month.
5.02 On April 5, 2023, Todd T. Mitchell notified the Company of his decision to resign from his position as Chief Operating Officer and Chief Financial Officer, effective as of April 17, 2023.
8.01 On April 10, 2023, the Company issued a press release in connection with the appointment of the Interim Chief Financial Officer.
ribt20230410_8k.htm
2023-03-168-K2023-03-162.02 Results of Operations and Financial Condition2.02 On March 16, 2023, RiceBran Technologies issued a press release announcing certain financial results for the three and twelve months ended December 31, 2022.ribt20230315_8k.htm
2023-01-198-K2023-01-121.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.ribt20230118_8k.htm