UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): ~~January~~June 254, 2024

RICEBRAN TECHNOLOGIES ~~(Exact Name of registrant as specified in its charter)~~

California	0-32565	87-0673375
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
25420 Kuykendahl Rd., Suite B300 Tomball, TX		77375
(Address of principal executive offices)		(Zip Code)
(281) 675-2421
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)

(Exact Name of registrant as specified in its charter)

California	0-32565	87-0673375
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

25420 Kuykendahl Rd., Suite B30		77375
Tomball, TX
(Address of principal executive offices)		(Zip Code)

(281) 675-2421

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered ~~Common~~N/A ~~stock,~~N/A ~~no par value per share RIBT OTC Market (Pinks)~~N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01

Entry into a Material Definitive Agreement.

OnThe January 25, 2024, RiceBran Technologies (the “Company”) and Golden Ridge Rice Mills, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“GRR”, and together with the Company, the “Sellers”), and Ridgefield Rice, LLC, an Arkansas limited liability company (“Buyer”) entered into that certain Asset Purchase Agreement (the “Agreement”) pursuant to which on January 25, 2024, the Seller sold and the Buyer acquired and assumed from Sellers, assets exclusively related to the Sellers’ production of (a) No. 1 and No. 2 Grade U.S. premium long and medium white rice (milled to USDA standards) and (b) stabilized rice bran products at its facility located in Wynne, Arkansas (the “Business” and the transaction, the “Transaction”).

~~The~~On ~~assets~~June ~~acquired~~4, by2024, RiceBran Technologies (the ~~Buyer~~“Company”) inentered ~~the~~into ~~Transaction~~a ~~include~~securities ~~all~~purchase ofagreement (the ~~tangible~~“Purchase ~~and~~Agreement”) ~~intangible~~with ~~assets~~Funicular ~~exclusively~~Funds, ~~related~~LP, toa ~~the~~Delaware ~~Business~~limited partnership (“Funicular”), ~~the~~pursuant ~~stabilized~~to ~~rice~~which ~~bran~~the ~~facility~~Company ~~located~~sold inand ~~Wynne~~issued, ~~Arkansas~~as ~~and~~applicable, ~~all~~(i) ofa secured promissory note in the ~~Sellers’~~principal ~~rights~~amount of ~~every~~$500,000, ~~kind~~as ~~and~~more ~~nature~~fully described under “The Funicular Note” below and ~~wherever~~(ii) ~~located,~~warrants ~~which~~(the ~~exclusively~~“Funicular ~~relate~~Warrants”) to purchase 625,000 orshares ~~are~~of ~~exclusively~~the ~~used~~Company’s orcommon ~~held~~stock, ~~for~~no ~~the~~par ~~operation~~value ofper ~~and~~share (the ~~use~~“Common inStock”), ~~connection~~substantially ~~with,~~in the ~~Business~~form ~~(excluding~~attached ~~any~~to ~~Excluded~~the ~~Assets~~Purchase ~~(as~~Agreement ~~defined~~at inthe price and upon the ~~Agreement))~~terms ~~(together,~~and conditions set forth in the ~~“Acquired~~Funicular ~~Assets”)~~Warrants, for ~~total~~an ~~consideration~~aggregate ofpurchase ~~approximately~~price of $~~2.15~~500,000 ~~million~~(together, inthe ~~cash~~“Private Placement”).

InThe ~~connection~~Funicular ~~with~~Warrants ~~the~~will ~~Transaction,~~be ~~Buyer~~exercisable ~~assumed~~at ~~certain~~a ~~liabilities~~price ~~associated with the Acquired Assets and the operation~~ of ~~the Business~~$0.18 ~~The~~per ~~Acquired~~share, ~~Assets~~subject ~~were~~to ~~sold~~adjustments ~~on an “~~as~~-is,~~ ~~where-is”~~provided ~~basis,~~under ~~and~~ the ~~Sellers~~terms ~~and~~of ~~Buyer~~the ~~made~~Funicular ~~customary~~Warrants. ~~representations~~The ~~and~~Funicular ~~warranties,~~Warrants ~~and~~are ~~agreed~~exercisable toat ~~certain~~any ~~customary~~time ~~covenants,~~on inor ~~the~~after ~~Agreement.~~June ~~Subject~~4, to2024 ~~certain~~until ~~exceptions~~the ~~and~~expiration ~~limitations~~thereof, ~~each~~provided ~~party~~that ~~has~~the ~~agreed~~Company tohas ~~indemnify~~a ~~the~~sufficient ~~other~~number ~~for~~of ~~losses~~shares ~~resulting~~of ~~from,~~authorized ~~relating~~Common toStock orunder ~~arising~~the ~~out~~Company’s ofRestated ~~(a)~~and ~~any~~Amended ~~breach~~Articles of ~~any~~Incorporation ~~covenant~~to orpermit ~~agreement~~such ~~and~~exercise. ~~(b)(i)~~As inrequired under the ~~case~~Purchase ~~of Buyer~~Agreement, the ~~assumed~~Company ~~liabilities,~~intends ~~and~~to ~~(ii)~~solicit invotes ~~the~~at ~~case of~~ the ~~Sellers,~~2024 ~~retained~~annual ~~liabilities.~~meeting Inof ~~addition,~~stockholders of the ~~Agreement~~Company ~~provides~~to ~~that~~increase the ~~Sellers~~number ~~shall~~of ~~terminate~~authorized ~~the~~shares ~~employment~~of ~~with~~Common ~~Sellers~~Stock ofto ~~all~~an ~~employees~~amount ofthat ~~the~~will ~~Sellers~~permit ~~whose~~the ~~employment~~Company ~~involves~~to ~~providing~~issue ~~services~~the ~~primarily~~maximum ~~with~~number ~~respect~~of toshares ~~the~~of ~~Business~~Common onStock orissuable ~~before~~upon ~~Closing,~~exercise ~~and~~of ~~Buyer~~the ~~intends,~~Funicular ~~but~~Warrants. ~~has~~The noFunicular ~~obligation,~~Warrants tohave ~~hire~~a ~~all~~term ~~such~~of ~~employees~~five ~~terminated~~years byfrom the ~~Sellers~~date of issuance.

The ~~foregoing~~Private ~~description~~Placement ofclosed ~~the~~on ~~Agreement~~June is4, a2024 ~~summary~~(the ~~and~~“Closing isDate”). ~~qualified~~The inproceeds ~~its~~raised ~~entirety~~in ~~by reference to~~ the ~~complete~~Private ~~text~~Placement ~~thereof,~~were aused ~~copy~~for ofgeneral ~~which~~working iscapital ~~filed as Exhibit 2~~purposes.~~1 to this Current Report on Form 8-K and is incorporated herein by reference.~~

~~Item~~The ~~2.01 Completion~~Registration ofRights ~~Acquisition or Disposition of Assets~~Agreement

OnIn ~~January~~connection 25with the Private Placement, on June 4, 2024, the Company ~~consummated~~entered into a Registration Rights Agreement with Funicular (the ~~Transaction.~~“Registration ~~The~~Rights ~~information~~Agreement”), ~~contained~~pursuant into ~~Item~~which 1the Company agreed to file with the U.01S. Securities and Exchange Commission within 180 days after the Closing Date a registration statement registering the resale of ~~this~~the ~~Current~~shares ~~Report~~of onCommon ~~Form~~Stock ~~8-K~~underlying isthe ~~incorporated~~Funicular byWarrants ~~reference~~(the in“Resale ~~this~~Registration ~~Item~~Statement”), 2and the Company agreed to use its reasonable best efforts to have the Resale Registration Statement declared effective as promptly as reasonably possible after the filing thereof.01 In certain circumstances, Funicular can demand the Company’s assistance with underwritten offerings and block trades, and Funicular will be entitled to certain piggyback registration rights.

The ~~pro~~Funicular ~~forma financial information required to be filed by Item 9.01(b) of Form 8-K is filed as Exhibit 99.2 to this Current Report.~~Note

~~Item~~On 3June 4, 2024, the Company entered into a secured promissory note (the “Funicular Note”) in favor of Funicular and guaranteed by its subsidiaries Golden Ridge Rice Mills, Inc.~~02 Unregistered~~, ~~Sales~~a Delaware corporation (“Golden Ridge”), and MGI Grain Incorporated, a Delaware corporation (“MGI Grain”), evidencing the loan made to the Company by Funicular in the aggregate principal amount of ~~Equity~~$500,000. ~~Securities~~The proceeds of the Funicular Note may be used for general working capital needs and other general corporate purposes. The Funicular Note has a stated maturity date of December 4, 2024. Interest accrues at a rate per annum equal to 13.50%. On each interest payment date, the accrued and unpaid interest shall, at the election of the Company in its sole discretion, be either paid in cash or paid in-kind. The obligations under the Funicular Note are guaranteed by Golden Ridge and MGI Grain, and are secured by a security interest in the assets (other than certain excluded assets, the “Collateral”) of the Company, Golden Ridge and MGI Grain, subject to the intercreditor agreement described below. The Funicular Note contains negative and restrictive covenants which limit the ability of the Company, Golden Ridge and MGI to, among other things, transfer or otherwise dispose of the Collateral, incur indebtedness and create, incur, assume or allow liens on the Collateral or any real property owned by the Company, Golden Ridge or MGI Grain.

OnAmendments January 24, 2024, in connection with the Transaction, the Company, GRR and Gander Foods, LLC, a New Jersey limited liability company (“Gander Foods”) terminated that certain Operating Agreement, dated September 25, 2022, by and between the Company, GRR and Gander Foods (as amended, the “Operating Agreement”) pursuant to ~~which Gander Foods provided services in connection with the rice milling operations of the Company and GRR. As a result of the termination of the Operating~~ Agreement, onfor ~~January 24, 2024, Gander Foods became fully vested in all of its then unvested RSUs, as defined in that certain Amended and Restated Restricted Stock Unit~~ Purchase ~~Agreement, dated as of November 1, 2022, between the Company~~ and ~~Gander~~Sale ~~Foods (the “RSU Agreement”), resulting in the issuance of 106,667 unrestricted shares of common stock to Gander Foods in accordance with~~ and ~~pursuant~~Intercreditor ~~to the terms of the RSU~~ Agreement.

~~Item~~On 7June 4, 2024, the Company, Golden Ridge and MGI Grain, as sellers, and Continental Republic Capital, LLC d/b/a Republic Business Credit, a Louisiana limited liability company (“Republic”), as purchaser, entered into a Seventh Amendment, Consent and Waiver to the Agreement for Purchase and Sale (the “Seventh Amendment”) to, among other things, (i) provide for Republic’s consent to the entry into the Funicular Note by the Company, Golden Ridge and MGI Grain and the transactions contemplated thereby and (ii) waive any defaults that may arise or result from the Company, Golden Ridge or MGI Grain’s entry into the Funicular Note and the transactions contemplated thereby.~~01 Regulation~~ FDIn ~~Disclosure~~connection with the Funicular Note and the Seventh Amendment, Republic and Funicular entered into an amendment to the intercreditor agreement (“Intercreditor Agreement Amendment”) between Republic and Funicular on June 4, 2024, which, among other things, subjects the Funicular Note to the terms of such intercreditor agreement.

OnThe ~~January~~foregoing 26description of the Funicular Warrants, ~~2024~~the Purchase Agreement, the ~~Company~~Registration ~~issued~~Rights aAgreement, ~~press~~the ~~release~~Funicular Note and the Seventh Amendment are qualified in ~~connection~~their ~~with~~entirety by reference to the ~~Transaction.~~full Atext ~~copy~~of the form of the ~~press~~Funicular ~~release~~Warrant, isthe Purchase Agreement, the Registration Rights Agreement, the Funicular Note and the Seventh Amendment, which are attached as ~~Exhibit~~Exhibits 994.1, 10.1, 10.2, 10.3 and 10.4, respectively, to this Current Report on Form 8-K, and iswhich are incorporated herein in their entirety by reference.

~~The information in this~~ Item 72.0103 ~~and~~Creation ~~Exhibit 99.1 shall not be deemed “filed” for purposes~~ of ~~Section~~a 18Direct ofFinancial ~~the~~Obligation ~~Securities Exchange Act of 1934, as amended (the “Exchange Act”),~~ or ~~otherwise~~an ~~subject~~Obligation ~~to the liabilities of that section. This information shall not be deemed to be incorporated by reference in any filing~~ under ~~the~~an ~~Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such disclosure in this Form 8~~Off-KBalance inSheet ~~such~~Arrangement of a ~~filing~~Registrant.

The information contained above under Item 1.01 with respect to the Funicular Note is hereby incorporated by reference in response to this Item 2.03 of Form 8-K.

Item 3.02

Unregistered Sales of Equity Securities.

The information contained above under Item 1.01 is hereby incorporated by reference in response to this Item 3.02 of Form 8-K. The issuance of the Funicular Warrants in the Private Placement have not been registered under the Securities Act, and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act.

Item 9.01

Financial Statements and Exhibits.

(b) Pro Forma Financial Information

The unaudited pro forma condensed consolidated financial statements of the Company have been derived from the Company’s historical consolidated financial statements and are being presented to give effect to the Transaction. The pro forma financial statements and the related notes thereto, are furnished as Exhibit 99.2 to this Current Report on Form 8-K.

(d) Exhibits

Exhibit Number		Description
2.1*		Asset Purchase Agreement by and among RiceBran Technologies, Golden Ridge Rice Mills, Inc. and Ridgefield Rice, LLC, dated as of January 25, 2024
4.1		Form of Funicular Warrant.
99.1		Press Release, dated January 26, 2024, of RiceBran Technologies
10.1*		Securities Purchase Agreement, dated as of June 4, 2024, by and between RiceBran Technologies and Funicular Funds, LP.
99.2		Unaudited pro forma condensed consolidated financial information
10.2		Registration Rights Agreement, dated as of June 4, 2024, by and between RiceBran Technologies and Funicular Funds, LP.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
10.3*		Secured Promissory Note, dated June 4, 2024, by and among RiceBran Technologies, Funicular Funds, LP, as holder, Golden Ridge Rice Mills, Inc., as guarantor, and MGI Grain Incorporated, as guarantor.
10.4		Seventh Amendment, Consent and Waiver to the Agreement for Purchase and Sale, dated as of June 4, 2024, by and among RiceBran Technologies, Golden Ridge Rice Mills, Inc. and MGI Grain Incorporated, as sellers, and Continental Republic Capital, LLC d/b/a Republic Business Credit, as purchaser.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*~~Schedules~~ Portions of this exhibit have been omitted pursuant to Item 601~~(a)(5)~~ of Regulation S-K. ~~The Company undertakes to furnish supplemental copies of any of the omitted schedules upon request by the Securities and Exchange Commission.~~

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RICEBRAN TECHNOLOGIES
Date: January 31, 2024	By:	/s/ William J. Keneally
Date: June 7, 2024	By:	/s/ William J. Keneally
	Name:	William J. Keneally
	Title:	Interim Chief Financial Officer and Secretary

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