• SEC Filings

RICEBRAN TECHNOLOGIES (NASDAQ:RIBT) Files An 8-K Completion of Acquisition or Disposition of Assets
Item 2.01

Completion of Acquisition of Disposition of Assets.

As previously reported on Form 8-K, on November 5, 2018, Golden Ridge Rice Mills, LLC (“Golden Ridge”), Wayne and Wendy Wilkison, as tenants in the entirety and G E Mills LLC entered into an Asset Purchase Agreement (the “Purchase Agreement”) with RiceBran Technologies (the “Company”), for the purchase by the Company of substantially all of Golden Ridge’s assets.

On November 28, 2018 (the “Closing Date”), the Company completed the acquisition of the assets of Golden Ridge’s assets as contemplated by the Purchase Agreement, for the aggregate purchase price equal to $6,285,265.23. $1,926,570.23 of the purchase price was used to pay in full Golden Ridge’s bank loan with First National Bank of Wynne and $858,695 of the purchase price is to be paid to a member of Golden Ridge, of which $250,000 was paid at closing, $250,000 will be paid 60 days following the closing and the remainder of which will be evidenced by a promissory note that will be paid within 12 months of closing. The remainder of the purchase price was paid with 1,666,667 shares of common stock of the Company. The value of the shares delivered for payment of the purchase price was based on the ten day average weighted price (“VWAP”) of the Company’s common stock as listed on the Nasdaq Stock Market on the closing date. to the Purchase Agreement, however, because the VWAP for the ten-day period was greater than $2.10, the per-share price for common stock for was deemed to be $2.10 per share. Of these shares, 380,952 shares were deposited in an escrow account to be used to satisfy any indemnification obligations of Golden Ridge that may arise. The issuance of all such shares is exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance on Section 4(a)(2) of the Securities Act. Accordingly, the shares are subject to certain restrictions and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and other applicable securities laws.

The foregoing description of the transactions contemplated by the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which was filed as Exhibit 10.2 to the Current Report on Form 8-K filed by the Company with the SEC on November 6, 2018, and is incorporated by reference herein.

The information set forth in Item 2.01 above is incorporated by reference herein.

The Company intends to file the financial statements required by Item 2.01(a) of Form 8-K by an amendment to this Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.

The Company intends to file the pro forma financial statements required by Item 2.01(b) of Form 8-K by an amendment to this Form 8-K no later than 71 days after the date this initial report on Form 8-K must be filed.

About RICEBRAN TECHNOLOGIES (NASDAQ:RIBT)

RiceBran Technologies is a human food ingredient, functional food ingredient, packaged functional food and animal nutrition company. The Company is focused on processing and marketing of nutrient dense products derived from raw rice, an underutilized by-product of the rice milling industry. The Company has two operating segments. The USA segment manufactures and distributes stabilized rice bran (SRB) (for human food ingredient and animal nutrition customers) and derivative products. The Brazil segment extracts crude rice bran oil (RBO) and defatted rice bran (DRB) from rice bran, which are then further processed into fully refined rice bran oil for sale internationally and in Brazil, compounded animal nutrition products for horses, cows, swine, sheep and poultry and a range of human food and animal nutrition products. The Brazil segment consists of the operations of Nutra S.A. LLC subsidiary, whose only operating subsidiary is Industria Riograndens De Oleos Vegetais Ltda. (Irgovel).