RICEBRAN TECHNOLOGIES (NASDAQ:RIBT) Files An 8-K Entry into a Material Definitive Agreement

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RICEBRAN TECHNOLOGIES (NASDAQ:RIBT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01

Entry into a Material Definitive Agreement

On July 14, 2017, RiceBran Technologies (“Company”), Healthy Natural, Inc. (“HN”), the Company’s wholly-owned subsidiary, and United Laboratories Manufacturing, LLC (“Buyer”) entered into an Asset Purchase Agreement (“Purchase Agreement”), to which HN agreed to sell to Buyer the assets used in HN’s contract manufacturing and packaging business (“Asset Sale”). The Asset Sale occurred simultaneously with the signing of the Purchaser Agreement.

The purchase price payable by Buyer under the Purchase Agreement consisted of approximately $18.3 million in cash and the assumption of certain liabilities. The purchase price is subject to adjustment if the estimated closing working capital with respect to the assets sold and the liabilities assumed is different than the actual closing working capital for those assets and liabilities. $225,000 of the purchase price has been deposited in an escrow account to be used to satisfy any Company obligations that may arise relating to this working capital adjustment.

The Purchase Agreement contains customary representations, warranties and indemnification provisions. $550,000 of the purchase price has been deposited into an indemnity escrow account to satisfy indemnification claims against the Company, if any. In addition, the Purchase Agreement contains non-competition and non-solicitation provisions that restrict the Company, for a period of five years following the Asset Sale, from engaging in a business conducted by HN during the 12-month period before the closing of the Asset Sale, from diverting certain contract manufacturing businesses from Buyer and from hiring current or former employees of Buyer.

Allegiance Capital Corporation advised the Company in connection with the Asset Sale and was paid a fee of $519,350 upon the closing of the Asset Sale.

The foregoing description of 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 is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 2.01

Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01.

Item 9.01

Financial Statements and Exhibits

(b) Pro forma financial information.

The pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by amendment within four business days after the occurrence of the event that required the filing of this Current Report on Form 8-K.

(d) Exhibits.

Exhibit

2.1

Asset Purchase Agreement dated July 14, 2017 among the Registrant, Healthy Natural, Inc. and United Laboratories Manufacturing, LLC.*

99.1

Press Released dated July 14, 2017.

* Schedules and exhibits have been omitted to Item 602(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request.


RiceBran Technologies Exhibit
EX-2.1 2 ex2_1.htm EXHIBIT 2.1 EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and among HEALTHY NATURAL,…
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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).

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