RICEBRAN TECHNOLOGIES (NASDAQ:RIBT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 4, 2019, RiceBran Technologies (the “Company”) closed a transaction to an Asset Purchase Agreement (the “Purchase Agreement”) entered into with MGI Grain Processing, LLC (“MGI”) on April 1, 2019. to the Purchase Agreement, the Company purchased substantially all the assets of MGI for an aggregate purchase price of $3,794,961.87 that was paid as follows: (i) $3,544,961.87 was paid to MGI at closing; and (ii) $250,000 was deposited in an escrow account to be held for 60 days used to satisfy any indemnification obligations of MGI that may arise. The purchase price paid by the Company at the closing remains subject to adjustment 120 days after the closing if the final net working capital is more or less than the estimated net working capital amount, as described in the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties and indemnification provisions. Specifically, the Purchase Agreement contains post-closing indemnification provisions to which the Company and MGI have agreed to indemnify each other for losses arising or resulting from certain events, including breaches of representations and warranties, covenants and certain other matters. In connection with the closing of the transactions to the Purchase Agreement, the Company also entered into certain other agreements, including an employment agreement to which an officer of MGI will provide the Company with certain services.
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 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits
Exhibit
| 10.01 |
Asset Purchase Agreement with MGI Grain Processing, LLC |
RiceBran Technologies Exhibit
EX-10.01 2 ex10_01.htm EXHIBIT 10.01 EXHIBIT 10.1 ASSET PURCHASE AGREEMENT by and among MGI Grain Processing,…
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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).
