RICEBRAN TECHNOLOGIES (NASDAQ:RIBT) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On July 7, 2018, RiceBran Technologies (“the “Company”) and Golden Ridge Rice Mills, LLC (“Golden Ridge”) entered into a stabilized rice bran ("SRB") supply agreement (the "Supply Agreement"). As part of the Supply Agreement, Golden Ridge granted an option to the Company to purchase all the assets of Golden Ridge for the purchase price described below. On November 5, 2018, the Company exercised its option by delivering a notice of exercise to Golden Ridge.
Following delivery of the Company’s exercise notice to Golden Ridge, the parties entered into an Asset Purchase Agreement on November 5, 2018 (the “Purchase Agreement”). The Purchase Agreement provides that the Company will purchase substantially all assets of Golden Ridge for the aggregate purchase price equal to $6,215,000 to be paid as follows: (i) $1,857,000 of the purchase price will be used to pay in full Golden Ridge’s bank loan with First National Bank of Wynne, (ii) $858,000 of the purchase price will be paid to a member of Golden Ridge, of which $250,000 will be paid at closing, $250,000 will be paid 60 days following the closing and the remainder will be evidenced by a promissory note and will be paid within 12 months of closing, and (iii) $3,500,000 will be paid in shares of common stock of the Company as provided below. The value of the shares to be delivered for payment of the purchase price shall be 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. However, if the VWAP for the ten-day period is equal to or greater than $2.10, then the per-share price for common stock shall equal $2.10 per share; and if the VWAP for the ten-day period is equal to or less than $1.80, then the per-share price for common stock shall equal $1.80 per share.
The purchase price is subject to adjustment if the estimated net working capital with respect to the assets sold and the liabilities assumed falls outside of a specified working capital range for those assets and liabilities, as described in the Purchase Agreement. $800,000 of the purchase price to be paid in shares of common stock will be deposited in an escrow account to be used to satisfy any indemnification obligations of Golden Ridge that may arise. The Purchase Agreement contains customary representations, warranties and indemnification provisions, and the closing remains subject to certain conditions.
The foregoing description of the Supply Agreement and the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each agreement, copies of which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit
| 10.2 |
Asset Purchase Agreement with Golden Ridge Rice Mills, LLC |
RiceBran Technologies ExhibitEX-10.1 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 RICE BRAN SUPPLY AND PRODUCTION AGREEMENT This Rice Bran Supply and Production Agreement (“Agreement’) is entered into as of July 3,…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).
