RICEBRAN TECHNOLOGIES (NASDAQ:RIBT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
RICEBRAN TECHNOLOGIES (NASDAQ:RIBT) Files An 8-K Entry into a Material Definitive Agreement
On July 10, 2020, RiceBran Technologies (the “Company”) entered into a mortgage agreement to a Secured Promissory Note dated as of July 10, 2020 (the “Secured Promissory Note”) with Continental Republic Capital, LLC, dba Republic Business Credit (“Republic”) under which Republic will lend the Company up to $2.0 million (the “Term Loan”).
The amounts outstanding under the Secured Promissory Note will be secured by the Company’s interest in that certain real property commonly known as 1784 Highway 1 North, Wynne, Cross County, Arkansas 72396 (the “AR Real Property”).
In addition, the Company will incur a facility fee equal to 1.0% of the amount of each advance under the agreement. The Company may request up to 3 advances under the agreement through October 2020. The principal advances must be repaid in monthly installments ending in June 2022.
The foregoing description of the Secured Promissory Note does not purport to be complete and is qualified in its entirety by reference its full text, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.
In addition on July 10, 2020, the Company entered into a First Amendment to the Agreement for Purchase and Sale dated as of July 10, 2020 (the “Amendment”) with Republic. The Amendment amends the Agreement for Purchase and Sale (as modified, amended or supplemented, the “APS”) that the Company entered into on or about October 28, 2019. The Amendment memorializes and reflects the addition of the Term Loan facility to the APS, as well as changes in the security interests required by Republic and the conflict resolution provisions of the APS.
The Term Loan facility was added to the APS, under which Republic will lend the Company up to $2.0 million with the additional terms and conditions set forth above.
In addition to the security interest provided by the Company to Republic in the AR Real Property, if the appraised value of the AR Real Property does not equal at least 65% of the Principal Amount under the new term loan facility, the Company must grant an additional security interest to Republic in in that certain real property commonly known as 316 5th Ave., N.E., East Grand Forks, Minnesota (the “MN Real Property”).
The APS was amended to provide that the Company and Republic are required to submit to arbitration proceedings for any controversy which may arise under the APS or any document arising thereunder.
The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03
As previously disclosed, on June 17, 2020, the shareholders of the Company approved an amended and restated 2014 Equity Incentive Plan (the “2014 Plan”) at the Company’s annual meeting of shareholders. In connection with the approval of the 2014 Plan, the Company approved the Form of Award of Deferred and Restricted Stock Units. The 2014 Plan is attached hereto as Exhibit 10.2 and the Form of Award of Deferred and Restricted Stock Units is attached hereto as Exhibit 10.3 and each are incorporated herein by reference.
