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

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~~SECURITIES ofEXCHANGE ~~report~~ACT ~~(Date~~OF ~~of earliest event reported): June 4, 2024~~1934

Date of report (Date of earliest event reported): September 16, 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 B30		77375
Tomball, TX
(Address of principal executive offices)		(Zip Code)
	(218) 773-7564
	Registrant’s telephone number, including area 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
N/A		N/A		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 ☐~~

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.

The Purchase Agreement

On June 4, 2024, RiceBran Technologies (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with Funicular Funds, LP, a Delaware limited partnership (“Funicular”), pursuant to which the Company sold and issued, as applicable, (i) a secured promissory note in the principal amount of $500,000, as more fully described under “The Funicular Note” below and (ii) warrants (the “Funicular Warrants”) to purchase 625,000 shares of the Company’s common stock, no par value per share (the “Common Stock”), substantially in the form attached to the Purchase Agreement at the price and upon the terms and conditions set forth in the Funicular Warrants, for an aggregate purchase price of $500,000 (together, the “Private Placement”).

The Funicular Warrants will be exercisable at a price of $0.18 per share, subject to adjustments as provided under the terms of the Funicular Warrants. The Funicular Warrants are exercisable at any time on or after June 4, 2024 until the expiration thereof, provided that the Company has a sufficient number of shares of authorized Common Stock under the Company’s Restated and Amended Articles of Incorporation to permit such exercise. As required under the Purchase Agreement, the Company intends to solicit votes at the 2024 annual meeting of stockholders of the Company to increase the number of authorized shares of Common Stock to an amount that will permit the Company to issue the maximum number of shares of Common Stock issuable upon exercise of the Funicular Warrants. The Funicular Warrants have a term of five years from the date of issuance.

The Private Placement closed on June 4, 2024 (the “Closing Date”). The proceeds raised in the Private Placement were used for general working capital purposes.

The Registration Rights Agreement

In connection with the Private Placement, on June 4, 2024, the Company entered into a Registration Rights Agreement with Funicular (the “Registration Rights Agreement”), pursuant to which the Company agreed to file with the U.S. Securities and Exchange Commission within 180 days after the Closing Date a registration statement registering the resale of the shares of Common Stock underlying the Funicular Warrants (the “Resale Registration Statement”), and 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. 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 Funicular Note

On ~~June~~September 416, 2024, but effective July 22, 2024, the Company entered into a secured promissory note (the “Third Funicular Note”) in favor of Funicular Funds, LP, a Delaware limited partnership (“Funicular”) and guaranteed by its subsidiaries Golden Ridge Rice Mills, Inc., a Delaware corporation (“Golden Ridge”), and MGI Grain Incorporated, a Delaware corporation (“MGI Grain”),. ~~evidencing~~Under the ~~loan~~Third ~~made~~Funicular Note, Funicular agreed to ~~the~~provide ~~Company~~up byto ~~Funicular~~$1.1 million in ~~the~~initial ~~aggregate~~and ~~principal~~delayed ~~amount~~draw ~~of $500~~loans,~~000~~ at its discretion. The proceeds of the Third Funicular Note may be used for general working capital needs and other general corporate purposes., ~~The~~including ~~Funicular~~the ~~Note~~termination ~~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~~agreements with and ~~unpaid~~repayment ~~interest shall, at the election~~ of the ~~Company~~amounts indue ~~its~~Continental ~~sole~~Republic ~~discretion~~Capital, beLLC ~~either~~d/b/a ~~paid~~Republic inBusiness ~~cash or paid in-kind. The obligations under the Funicular Note are guaranteed by Golden Ridge and MGI Grain~~Credit, ~~and are secured by~~ a ~~security~~Louisiana ~~interest~~limited inliability ~~the~~company ~~assets~~ (~~other than certain excluded assets, the~~ “~~Collateral~~Republic”) ofas ~~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.

~~Amendments~~The Third Funicular Note has a stated maturity date of January 19, 2025. Interest accrues at a rate per annum equal to ~~Agreement~~15.50%, ~~for~~payable ~~Purchase~~monthly in arrears. On each interest payment date, the accrued and ~~Sale~~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 Third Funicular Note are guaranteed by Golden Ridge and ~~Intercreditor~~MGI ~~Agreement~~Grain and are secured by a security interest in the assets of the Company, Golden Ridge and MGI Grain (the “Collateral”). The Third Funicular Note contains negative and restrictive covenants which limit the ability of the Company, Golden Ridge and MGI Grain 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.

OnTo ~~June 4~~date, ~~2024~~$930,364 has ~~the~~been ~~Company,~~advanced 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~~borrowed ~~(the “Seventh Amendment”) to, among other things, (i) provide for Republic’s consent to the entry into the Funicular Note~~ by the Company, ~~Golden~~under ~~Ridge and MGI Grain and~~ the ~~transactions~~Third ~~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~~which ~~the~~includes ~~transactions~~loans ~~contemplated~~borrowed ~~thereby.~~to Inrepay ~~connection with~~ the ~~Funicular~~advances ~~Note~~by ~~and the Seventh Amendment,~~ Republic ~~and~~under ~~Funicular entered into an amendment to~~ the ~~intercreditor~~Republic ~~agreement (“Intercreditor~~ Agreement ~~Amendment”) between Republic~~ and ~~Funicular~~to onpay ~~June 4, 2024, which, among other things, subjects~~ the ~~Funicular~~early ~~Note~~termination tofee ~~the~~thereunder ~~terms~~as ofdescribed ~~such intercreditor agreement~~below.

The ~~foregoing~~information ~~description~~contained ofbelow ~~the~~under ~~Funicular~~Item ~~Warrants,~~2.04 ~~the~~with ~~Purchase~~respect ~~Agreement,~~to the ~~Registration~~Third ~~Rights Agreement, the~~ Funicular Note ~~and~~is ~~the~~hereby ~~Seventh~~incorporated ~~Amendment are qualified in their entirety~~ by reference toin ~~the~~this ~~full~~Item ~~text of the form of the Funicular Warrant, the Purchase Agreement, the Registration Rights Agreement, the Funicular Note and the Seventh Amendment, which are attached as Exhibits 4.~~1~~, 10~~.1,01 ~~10.2,~~of ~~10.3 and 10.4, respectively, to this Current Report on~~ Form 8-K~~, and which are incorporated herein in their entirety by reference~~.

~~Item~~The ~~2.03~~foregoing ~~Creation~~description of athe ~~Direct~~Third ~~Financial~~Funicular ~~Obligation~~Note oris anqualified ~~Obligation~~in ~~under~~its anentirety ~~Off-Balance~~by ~~Sheet~~reference ~~Arrangement~~to the full text of the Third Funicular Note, a ~~Registrant~~copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and which is incorporated by reference herein in its entirety.

~~The information contained above under~~ Item 1.0102 Termination ~~with~~of ~~respect~~a toMaterial ~~the~~Definitive ~~Funicular Note is hereby incorporated by reference in response to this Item 2~~Agreement.~~03 of Form 8-K.~~

~~Item~~On 3September 20, 2024, the Company terminated its October 29, 2019 Agreement for Purchase and Sale with Republic (as amended, the “Republic Agreement”) and the related December 1, 2023 intercreditor agreement (as amended, the “Intercreditor Agreement Amendment”) between Republic and Funicular.02 ~~Unregistered~~As ~~Sales~~part of ~~Equity~~the ~~Securities~~termination of these agreements, with the proceeds from the Funicular Note described above, the Company paid Republic an aggregate amount of $395,364, which represented repayment in full for all advances from Republic under the Payoff And Termination Agreement plus an early termination fee in the amount of $100,000.

~~The information contained above under~~ Item 12.0103 Creation isof ~~hereby~~a ~~incorporated~~Direct byFinancial ~~reference~~Obligation inor ~~response~~an toObligation ~~this~~under ~~Item~~an ~~3.02 of Form 8~~Off-K.Balance ~~The~~Sheet ~~issuance~~Arrangement 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~~Registrant ~~Securities Act.~~

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

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

Event of Default under the Funicular Notes

Due to the Company’s ongoing inability to meet its contractual obligations without additional liquidity, on September 20, 2024, Funicular notified the Company that the Company is in default under Notes dated December 1, 2023 and June 4, 2024 and under the Third Funicular Notes and that Funicular intends to exercise its rights and remedies as a secured creditor by commencing a public or private foreclosure of certain of its Collateral under the foregoing Funicular Notes and applicable law (the “Foreclosure Process”). Following the completion of the Foreclosure Process, the Company anticipates that its sole material remaining asset will be its fully reserved net operating losses, and the Company will be unable to satisfy its remaining liabilities without raising additional capital. As the Company currently believes that raising additional capital is unlikely, the Company is soon likely to cease operations.

As a result of the event of default, an aggregate principal amount, excluding accrued interest, of approximately $5.4 million has become due and payable.

Item 8.01 Other Events.

Due to the lack of sufficient liquidity, the Company has been unable to prepare and file on a timely basis its Exchange Act Reporting and does not believe that this will change before the Company ceases its operations as described above.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
Exhibit
4.1		Form of Funicular Warrant.
Number		Description
10.1*		Securities Purchase Agreement, dated as of June 4, 2024, by and between RiceBran Technologies and Funicular Funds, LP.
10.1		Secured Promissory Note, dated as of September 16, 2024, by and among RiceBran Technologies, Funicular Funds, LP, as holder, Golden Ridge Rice Mills, Inc., as guarantor, and MGI Grain Incorporated, as guarantor
10.2		~~Registration~~Payoff ~~Rights~~And Termination Agreement, ~~dated~~with asRepublic ofBusiness ~~June 4~~Credit, ~~2024, by and between RiceBran Technologies and Funicular Funds, LP.~~LLC
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.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).
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).

* Portions of this exhibit have been omitted pursuant to Item 601 of Regulation S-K.

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: June 7, 2024	By:	/s/ William J. Keneally
Date: September 23, 2024	By:	/s/ William J. Keneally
	Name:	William J. Keneally
	Title:	Interim Chief Financial Officer and Secretary

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