• SEC Filings

On September 13, 2017, RiceBran Technologies (the “Company”) entered into a Common Stock Purchase Agreement (the “PurchaseAgreement”) with Continental Grain Company, a Delaware corporation (“Continental”), to which the Company sold and issued 2,654,732 shares (“Shares”) of its common stock at $1.0783 per share for an aggregate of $2,862,597.52. to the Purchase Agreement, Continental has the right to designate for nomination one director nominee for any shareholder meeting which directors are to be elected.

The Company and Continental also entered into a Registration Rights Agreement (the “Registration Rights Agreement”) dated as of September 13, 2017 under which the Company must register the resale of Shares on a Form S-3 Registration Statement with the Securities and Exchange Commission (“SEC”) on or before October 28, 2017 (the “Registration Statement”). In addition, at any time after September 13, 2018, Continental may request the Company to effect an underwritten public offering to sell the Shares. Continental is required to reimburse the Company up to $85,000 for costs and expenses related to such an offering if the underwritten public offering is conducted prior to September 13, 2019 or if two or more underwritten public offerings are conducted between September 13, 2019 and September 13, 2021.

If the Registration Statement is not (i) filed by October 28, 2017, (ii) declared effective by the SEC by December 27, 2017 (or January 26, 2018 if a full SEC review occurs), (iii) or if the Registration Statement is declared effective but ceases to be effective for a period of more than thirty (30) days in the aggregate during each one (1) year period following the date of the Registration Rights Agreement, then the Company is required to pay liquidated damages to Continental in an amount equal to one percent (1.0%) of the aggregate purchase price for any unregistered Shares then held by Continental and for each subsequent thirty (30) day period such Shares remain unregistered. The maximum aggregate liquidated damages payable to Continental is five percent (5.0%) of the aggregate purchase price.

Under the Registration Rights Agreement, the Company agreed to indemnify the holders of Shares and certain persons or entities related to them against certain liabilities, including liabilities arising under the Securities Act.

The foregoing description of the Purchase Agreement and the Registration Rights Agreement is a summary, does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, which is attached hereto as Exhibit 10.1, and the Registration Rights Agreement, which is attached hereto as Exhibit 10.2, and incorporated by reference herein.

See Item 1.01 above, which disclosures are incorporated herein by reference. Continental is an accredited investor as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “SecuritiesAct”). The issuance of the Common Stock is exempt from registration under the Securities Act to Section 4(a)(2) thereof.

RiceBran Technologies Exhibit
EX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1   EXECUTION VERSION   COMMON STOCK PURCHASE AGREEMENT THIS COMMON STOCK PURCHASE AGREEMENT (the “Agreement”) is made as of September 13,…
To view the full exhibit click here

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).