ribt20240412

S-1 1 ribt20240412_s1.htm FORM S-1 ribt20240412_s1.htm

As filed with the Securities and Exchange Commission on April 19, 2024

Registration No. 333-

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

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

RiceBran Technologies
(Exact name of registrant as specified in its charter)

California	2040	87-0673375
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification No.)

25420 Kuykendahl Rd., Suite B300 Tomball, TX 77375 Telephone: (218) 773-7564
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Eric Tompkins Director and Executive Chairman RiceBran Technologies 25420 Kuykendahl Rd., Suite B300 Tomball, TX 77375 Telephone: (218) 773-7564
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Lawrence Elbaum K. Stancell Haigwood Vinson & Elkins L.L.P. 1114 Avenue of the Americas, 32^nd Floor New York, NY 10036

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting 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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

Summary	2
Risk Factors	4
Cautionary Note Regarding Forward-Looking Statements	5
Use of Proceeds	6
Selling Shareholders	7
Description of Securities	8
Plan of Distribution	11
Legal Matters	13
Experts	13
Interests of Named Experts and Counsel	13
Information Incorporated by Reference	14
Where You Can Find More Information	15

Securities offered by the selling
shareholder	Up to 7,232,428 shares of Common Stock.

Common Stock outstanding after this
offering	15,014,208 shares of Common Stock, assuming the exercise in full of the Warrants.

Use of proceeds	We will not receive any proceeds from the shares of Common Stock offered by the selling shareholders under this prospectus. However, we will receive the proceeds of any cash exercise of the Warrants. We intend to use the net proceeds from any cash exercise of the Warrants for general corporate purposes, which may include funding capital expenditures and working capital and repaying indebtedness. See “Use of Proceeds.”

OTC Market (Pink) Symbol	“RIBT.”

Risk Factors	An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024, subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.

Item	Amount
SEC registration fee	$	147
Legal fees and expenses		79,000
Accounting fees and expenses		28,000
Printing and engraving expenses		3,000
Transfer agent and registrar fees and expenses		1,000
Miscellaneous fees and expenses		0
Total	$	111,147

		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	File No.	Exhibit Number	Filing/ Effective Date	Filed Herewith
3.01.01	Restated and Amended Articles of Incorporation filed with the Secretary of State of California on December 13, 2001	10-KSB	000-32565	3.3	April 16, 2002

3.01.02	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 4, 2003	SB-2	333-129839	3.01.1	November 21, 2005

3.01.03	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on October 31, 2003	10-QSB	000-32565	3.4	November 19, 2003

3.01.04	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on September 29, 2005	SB-2	333-129839	3.03	November 21, 2005

3.01.05	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 20, 2007	10-Q	000-32565	3.1	August 14, 2007

3.01.06	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on June 30, 2011	8-K	000-32565	3.1	July 5, 2011

3.01.07	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on July 12, 2013	10-Q	000-32565	3.1	August 14, 2013

3.01.08	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on May 30, 2014	S-3	333-196541	3.01.08	June 5, 2014

3.01.09	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on February 15, 2017	S-3	333-217131	3.1.9	April 04, 2017

3.01.10	Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on June 18, 2020	10-Q	001-36245	3.1	August 12, 2020

3.01.11	Certificate of Amendment of Articles of Incorporation as filed with the California Secretary of State effective August 25, 2022	8-K	001-36245	3.1	August 25, 2022

3.02	Certificate of Designation of the Rights, Preferences, and Privileges of the Series A Preferred Stock filed with the Secretary of State of California on December 13, 2001	SB-2	333-89790	4.1	June 4, 2002

3.03	Certificate of Determination, Preferences and Rights of Series B Convertible Preferred Stock filed with the Secretary of State of California on October 4, 2005	8-K	000-32565	3.1	October 4, 2005

3.04	Certificate of Determination, Preferences and Rights of Series C Convertible Preferred Stock filed with the Secretary of State of California on May 10, 2006	8-K	000-32565	3.1	May 15, 2006

3.05	Certificate of Determination, Preferences and Rights of the Series D Convertible Preferred Stock, filed with the Secretary of State of California on October 17, 2008	8-K	000-32565	3.1	October 20, 2008

3.06	Certificate of Determination, Preferences and Rights of the Series E Convertible Preferred Stock, filed with the Secretary of State of California on May 7, 2009	8-K	000-32565	3.1	May 8, 2009

3.07	Certificate of Determination, Preferences and Rights of the Series F Convertible Preferred Stock, filed with the Secretary of State of California on February 18, 2016	8-K	001-36245	3.1	February 23, 2016

3.08	Form of Certificate of Determination of Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of State of California on February 9, 2017	8-K	001-36245	3.1	February 15, 2017

3.09	Certificate of Determination of Series H Junior Preferred Stock	8-K	001-36245	3.1	August 30, 2023

3.10	Bylaws	SB-2	333-134957	3.05	June 12, 2006

3.10.1	Amendment of Bylaws, effective June 19, 2007	8-K	000-32565	3.1	June 25, 2007

3.10.2	Amendment of Bylaws, effective December 4, 2009	8-K	000-32565	3.1	December 10, 2009

3.10.3	Amendment of Bylaws, effective as of February 13, 2017	S-3	333-217131	3.9.4	April 04, 2017

3.10.4	Amendment to Bylaws, effective July 30, 2019	8-K	001-36245	3.1	August 5, 2019

3.10.5	Amendment to Bylaws, effective August 30, 2023	8-K	001-36245	3.1	August 30, 2023

3.11	Certificate of Ownership dated October 3, 2012	8-K	000-32565	3.01	October 10, 2012

4.1	Form of Funicular Warrant	8-K	0-32565	4.1	December 6, 2023

5.01	Opinion of Weintraub Tobin Chediak Coleman Grodin Law Corporation					X

10.01*	Employment Agreement with Todd T. Mitchell dated May 28, 2019	10-Q	001-36245	10.2	May 5, 2020

10.02*	Amended and Restated 2014 Equity Incentive Plan, as amended on June 17, 2020	8-K	001-36245	10.2	July 17, 2020

10.03*	Form of Award of Deferred and Restricted Stock Units for 2014 Equity Incentive Plan	8-K	001-36245	10.3	July 17, 2020

10.04*	Form of Stock Option Agreement for 2014 Equity Incentive Plan	10-K	001-36245	10.72	March 31, 2015

10.05*	Form of Restricted Stock Award Agreement for 2014 Equity Incentive Plan	10-K	001-36245	10.73	March 31, 2015

10.06*	Form of Restricted Stock Unit Award Agreement for 2014 Equity Incentive Plan	8-K	001-36245	10.1	October 3, 2018

10.07*	Employee Agreement (Offer Letter) with Peter G. Bradley dated August 12, 2020	10-K	001-36245	10.21	February 25, 2021

10.08*	Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Award Agreement with Todd T. Mitchell, effective December 15, 2021	10-K	001-36245	10.08	March 17, 2022

10.09*	Form of Indemnification Agreement for Officers and Directors	10-Q	000-32565	10.2	May 12, 2011

10.10	Form of Award of Contingently Granted Deferred and Restricted Stock Units for 2014 Equity Incentive Plan	10-K	000-32565	10.24	March 17, 2022

10.11	Agreement for Purchase and Sale with Republic Business Credit, LLC dated October 28, 2019	8-K	000-32565	10.1	November 1, 2019

10.12	Purchase Agreement dated December 17, 2019 (Public Offering)	8-K	000-32565	1.1	December 19, 2019

10.13	Form of Securities Purchase Agreement dated September 9, 2021 (Private Placement)	8-K	001-36245	10.1	September 13, 2021

10.14	Form of Registration Rights Agreement dated March 7, 2019	8-K	001-36245	10.3	March 13, 2019

10.15	Form of Registration Rights Agreement dated December 1, 2023 by and between RiceBran Technologies and Funicular Funds, LP	8-K	001-36245	10.2	December 6, 2023

10.16	At Market Issuance Sales Agreement with B Riley FBR, Inc	8-K	001-36245	10.1	March 30, 2020

10.17	Promissory Note dated as of April 15, 2020	8-K	001-36245	10.1	April 16, 2020

10.18	Secured Promissory Note, dated as of December 1, 2023, by and among RiceBran Technologies, Funicular Funds, LP, as holder, Golden Ridge Rice Mills, Inc., as guarantor, and MGI Grain Incorporated, as guarantor	8-K	001-36245	10.6	December 6, 2023

10.19	Mortgage Agreement and Amendment for Purchase and Sale with Republic Business Credit, LLC, dated July 10, 2020	8-K	001-36245	10.1	July 17, 2020

10.20	Mortgage Agreement and Amendment for Purchase and Sale with Republic Business Credit, LLC, dated December 6, 2021	8-K	001-36245	10.1	December 10, 2021

10.21	Mortgage Agreement and Amendment for Purchase and Sale with Republic Business Credit, LLC, dated January 12, 2023	8-K	001-36245	10.1	January 19, 2023

10.22	Fifth Amendment, Consent and Waiver to the Agreement for Purchase and Sale, dated as of December 1, 2023, by and among RiceBran Technologies, Golden Ridge Rice Mills, Inc. and MGI Grain Incorporated, as sellers, and Republic Business Credit, LLC, as purchaser	8-K	001-36245	10.7	December 6, 2023

10.23	Form of Securities Purchase Agreement (Registered Direct Offering and Private Placement)	8-K	001-36245	10.1	October 20, 2022

10.24	Securities Purchase Agreement dated as of December 1, 2023, by and between RiceBran Technologies and Funicular Funds, LP	8-K	001-36245	10.1	December 6, 2023

10.25	Asset Purchase Agreement with Stabil Nutrition LLC, dated as of June 23, 2023	8-K	001-36245	2.1	June 28, 2023

10.26	Letter Agreement with Continental Republic Capital LLC d/b/a Republic Business Credit, dated as of June 23, 2023	8-K	001-36245	10.1	June 28, 2023

10.27	Consulting Services Agreement with CXO Partners dated as of April 6, 2023	S-1/A	001-36245	10.1	April 11, 2023

10.28	Tax Benefits Preservation Plan, dated as of July 6, 2023, with American Stock Transfer & Trust Company, LLC, as Rights Agent	8-K	001-36245	4.1	July 6, 2023

10.29	Agreement for Purchase And Sale with Republic Business Credit, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2019)	8-K	001-36245	10.1	September 14, 2023

10.30	Letter from RSM US LLP to the Securities and Exchange Commission, dated August 23, 2023	8-K	001-36245	16.1	August 23, 2023

10.31	Exchange Agreement, dated as of December 1, by and between RiceBran Technologies and Cove Lane Master Fund LLC	8-K	001-36245	10.3	December 6, 2023

10.32	Exchange Agreement, dated as of December 1, by and between RiceBran Technologies and Sabby Volatility Warrant Master Fund, Ltd.	8-K	001-36245	10.4	December 6, 2023

10.33	Exchange Agreement, dated as of December 1, by and between RiceBran Technologies and Hudson Bay Master Fund Ltd.	8-K	001-36245	10.5	December 6, 2023

21	List of Subsidiaries	10-K	001-36245	21	April 1, 2024

23.01	Consent of Weintraub Tobin Chediak Coleman Grodin Law Corporation (included in Exhibit 5.01)					X

23.02	Consent of Withum Smith+Brown PC					X

	RICEBRAN TECHNOLOGIES


	By:	/s/ Eric Tompkins
		Eric Tompkins
		Director and Executive Chairman

Name	Title	Date

/s/ Eric Tompkins	Director and Executive Chairman	April 19, 2024
Eric Tompkins	(Principal Executive Officer)

/s/ William J. Keneally	Interim Chief Financial Officer and	April 19, 2024
William J. Keneally	Secretary

/s/ James P. Flynn	Director	April 19, 2024
James P. Flynn

/s/ David I. Chemerow	Director	April 19, 2024
David I. Chemerow

/s/ Georgina Russell	Director	April 19, 2024
Georgina Russell

/s/ Brent D. Rosenthal	Director	April 19, 2024
Brent Rosenthal