UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

---

FORM 8-K

 

---

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  November 28, 2017

---

RICEBRAN TECHNOLOGIES

(Exact Name of Registrant as Specified in Charter)

---

Registrant’s telephone number, including area code:  (602) 522-3000

(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 (see General Instruction A.2. below):

☐	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))

 

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 November 28, 2017, RiceBran Technologies (“RBT”), AF Bran Holdings-NL LLC, a Delaware limited liability company (“AFBH-NL”), AF Bran Holdings LLC, a Delaware limited liability company (“AFBH”, and together with AFBH-NL, “AF”), Nutra SA, LLC, a Delaware limited liability company (“Nutra SA”), and Industria Riograndese de Oleos Vegetais Ltda, a limited liability company organized under the laws of the Federative Republic of Brazil that is a subsidiary of Nutra SA (“Irgovel”), entered into a Membership Interest Redemption and Equipment Purchase Agreement (“Redemption Agreement”).  Pursuant to the Redemption Agreement, on November 28, 2017 (i) Nutra SA redeemed the entire membership interest in Nutra SA that was held by RBT in exchange for $1, (ii) RBT purchased certain rice extruder equipment from Irgovel for $250,000 and (iii) RBT made a $290,000 capital contribution to Nutra SA.  The parties also amended a license that RBT previously granted to Irgovel and terminated the Investor Rights Agreement, initially dated January 18, 2011, by and among RBT, AF, Nutra SA and Irgovel.

Item 1.02

Termination of a Material Definitive Agreement.

Item 2.01

Completion of Acquisition or Disposition of Assets.

Item 9.01

Financial Statements and Exhibits.

The unaudited pro forma financial information required by Item 9.01(b) of Form 8-K is included as Exhibit 99.1 hereto and incorporated herein by reference.

 

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.