California
|
0-32565
|
87-0673375
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
2928 Ramco Street, Suite 120
West Sacramento, CA
|
95691
|
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
☐ |
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))
|
|
Emerging growth company ☐
|
Item 1.01 |
Entry into a Material Definitive Agreement.
|
Item 1.02 |
Termination of a Material Definitive Agreement.
|
Item 2.01 |
Completion of Acquisition or Disposition of Assets.
|
Item 9.01 |
Financial Statements and Exhibits.
|
(b)
|
Pro forma financial information.
|
(d)
|
Exhibits
.
|
Exhibit No.
|
Description
|
|
Membership Interest Redemption and Equipment Purchase Agreement dated November 28, 2017.
|
||
Pro Forma Financial Information listed in Item 9.01(b).
|
RICEBRAN TECHNOLOGIES
|
||
Date: December 4, 2017
|
By:
|
/s/ Robert Smith
|
Robert Smith
|
||
Chief Executive Officer
|
||
(Duly Authorized Officer)
|
(a) |
Section F in the recitals of the License Agreement is hereby deleted and replaced with the following: “
Additional Operations
. After completion of the investment by AF in Nutra SA pursuant to the Purchase Agreement, it is the intention of the Parties that Irgovel will (i) increase its capacity and improve its production with respect to rice oil, (ii) produce lecithin and produce human food grade defatted bran, (iii) implement such additional improvements and enhancements to the Current Business, (iv) produce any food, chemical or pharmaceutical derivatives and (v) conduct any of its past or present businesses substantially as conducted before November 28, 2017 (“
Additional Operations
”
and collectively with the Current Business, the “
Field
”).”
|
(b) |
Section G in the recitals of the License Agreement is hereby deleted and replaced with the following: “NutraCea has agreed to enter into this Agreement in order to confirm Licensee’s rights under the Licensed IP (as defined in Section 2.1) to enable Licensee, or its assigns
or sublicensees, from one or more facilities located within Brazil, Argentina, Paraguay and Uruguay (the “
Territory
”), to produce, make, have made,
use,
sell, offer for sale, distribute, import and export products and services in the Field.”
|
(c) |
Section 2.1 of the License Agreement is hereby deleted and replaced with the following:
|
(d) |
Section 2.2 of the License Agreement is hereby deleted and replaced with the following: “The foregoing notwithstanding, the Parties agree and understand that, except for the license rights granted herein, Licensee (i) shall not acquire, and Nutracea shall retain, all rights to its intellectual property, including all trademarks copyrights, trade secrets, proprietary rights, patents or patent application rights for any purposes, uses or applications, and (ii) shall not
copy, create derivative works, or reverse engineer the Licensed IP or the Retained Extruder, or any component thereof, including, but not limited to, decompiling, disassembling or otherwise attempting to derive the source code for software included therein or all or any components of the Retained Extruder, or allow, assist or permit others to do any of the foregoing. All uses of the Licensed IP shall be in accordance with the provisions of this Agreement and Licensee shall not use the Licensed IP in any manner that is inconsistent with the terms of this Agreement.
”
|
(e) |
Pursuant to Section 11 of the License Agreement, the notice addresses of the parties under the License Agreement are hereby amended to be the notice addresses for such person’s under this Agreement.
|
(f) |
Clause (ii) of Section 20 of the License Agreement is hereby deleted and replaced with the following: “(ii) assign this Agreement, in whole or in part, to a successor-in-interest of all or substantially all of the assets or equity of the business of such Party to which this Agreement relates, or to a purchaser of the Retained Extruder; provided that such assignee agrees to be bound by the terms and conditions hereof.”
|
(a) |
all books and records of the Company or Irgovel that are in possession or control of RBT, its Affiliates or their Representatives (or copies thereof), excluding books and records of Irgovel that are in the possession of Irgovel and books and records of the Company that previously have been provided to AF or the members of the Management Committee of the Company that were appointed or designated by AF (it being understood that any such books and records not able to be delivered at the Closing shall be delivered within 30 days thereafter);
|
(b) |
written resignations, effective as of Closing, of the directors and officers of the Company and Irgovel requested by AF to resign as of the Closing;
|
(c) |
certified copies of resolutions, duly adopted by the governing body of RBT, which will be in full force and effect at the Closing, authorizing the execution and delivery of the Agreement and the consummation of the transactions contemplated hereby;
|
(d) |
a properly completed and duly executed IRS Form W-9; and
|
(e) |
control of the bank accounts, company registrations and other third-party signing authorities of the Company and, to the extent controlled by RBT, Irgovel.
|
If to RBT:
|
|
2928 Ramco Street
West Sacramento, CA 95691
Attention: Robert Smith
Facsimile: (602)-522-3001
E mail: rsmith@ricebrantech.com
|
|
with a copy (which shall not constitute notice) to:
|
|
Weintraub Tobin
400 Capitol Mall, 11
th
Floor
Sacramento, California 95864
Attention: Christopher Chediak
Michael DeAngelis
Facsimile: (916) 446-1611
E mail:
chediak@weintraub.com
mdeangelis@weintraub.com
|
|
If to the Company, Irgovel or AF, per notice information to be provided separately by written notice.
|
RICEBRAN TECHNOLOGIES
|
||
By:
|
/s/ Robert Smith
|
|
Name:
|
Robert Smith
|
|
Title:
|
Chief Executive Officer
|
AF BRAN HOLDINGS-NL LLC
|
AF BRAN HOLDINGS LLC
|
|||
By:
|
By:
|
|||
Title:
|
Authorized Signatory
|
Title:
|
Authorized Signatory
|
COMPANY
|
IRGOVEL
|
|||
NUTRA SA, LLC |
INDUSTRIA RIOGRANDESE DE OLEOS VEGETAIS LTDA
|
|||
By:
|
/s/ J. Dale Belt
|
By:
|
/s/ Gilmar Pretto
|
|
Name:
|
J. Dale Belt | Name: |
Gilmar Pretto
|
|
Title:
|
Manager
|
Title:
|
President
|
Historical
|
Nutra SA
Divestiture
Pro Forma
Adjustments
|
Notes
|
Pro Forma
|
||||||||||
Revenues
|
$
|
10,206
|
$
|
10,206
|
|||||||||
Cost of goods sold
|
7,081
|
7,081
|
|||||||||||
Selling general and administrative expenses
|
7,428
|
7,428
|
|||||||||||
Other expense
|
9,117
|
9,117
|
|||||||||||
Loss before income taxes
|
(13,420
|
)
|
(13,420
|
)
|
|||||||||
Income tax benefit
|
5,033
|
5,033
|
|||||||||||
Loss from continuing operations
|
(8,387
|
)
|
(8,387
|
)
|
|||||||||
Loss from discontinued operations, net of tax
|
6,823
|
$
|
3,863
|
(a)
|
10,686
|
||||||||
Net income (loss)
|
(1,564
|
)
|
2,299
|
||||||||||
Less - Net loss attributable to noncontrolling interest in discontinued operations
|
(1,359
|
)
|
1,359
|
(a)
|
-
|
||||||||
Net income (loss) attributable to RiceBran Technologies shareholders
|
(205
|
)
|
2,299
|
||||||||||
Less - Dividends on preferred stock, beneficial conversion feature
|
778
|
778
|
|||||||||||
Net income (loss) attributable to RiceBran Technologies common shareholders
|
$
|
(983
|
)
|
$
|
1,521
|
||||||||
Basic earnings (loss) per common share:
|
|||||||||||||
Continuing operations
|
$
|
(0.86
|
)
|
$
|
(0.86
|
)
|
|||||||
Discontinued operations
|
0.77
|
1.00
|
|||||||||||
Basic earnings (loss) per common share - RiceBran Technologies
|
$
|
(0.09
|
)
|
$
|
0.14
|
||||||||
Diluted earnings (loss) per common share:
|
|||||||||||||
Continuing operations
|
$
|
(0.86
|
)
|
$
|
(0.86
|
)
|
|||||||
Discontinued operations
|
0.77
|
1.00
|
|||||||||||
Diluted earning (loss) per common share - RiceBran Technologies
|
$
|
(0.09
|
)
|
$
|
0.14
|
||||||||
Weighted average number of shares outstanding:
|
|||||||||||||
Basic
|
10,644,372
|
10,644,372
|
|||||||||||
Diluted
|
10,644,372
|
10,644,372
|
Historical
|
Nutra SA
Divestiture
Pro Forma
Adjustments
|
Notes
|
Pro Forma
|
||||||||||
Revenues
|
$
|
9,748
|
$
|
9,748
|
|||||||||
Cost of goods sold
|
7,199
|
7,199
|
|||||||||||
Selling general and administrative expenses
|
9,428
|
9,428
|
|||||||||||
Other income
|
(560
|
)
|
(560
|
)
|
|||||||||
Loss before income taxes
|
(6,319
|
)
|
(6,319
|
)
|
|||||||||
Income tax benefit
|
1,344
|
1,344
|
|||||||||||
Loss from continuing operations
|
(4,975
|
)
|
(4,975
|
)
|
|||||||||
Income (loss) from discontinued operations, net of tax
|
(4,829
|
)
|
$
|
7,438
|
(a)
|
2,609
|
|||||||
Net loss
|
(9,804
|
)
|
(2,366
|
)
|
|||||||||
Less - Net loss attributable to noncontrolling interest in discontinued operations
|
(2,416
|
)
|
2,416
|
(a)
|
-
|
||||||||
Net loss attributable to RiceBran Technologies shareholders
|
(7,388
|
)
|
(2,366
|
)
|
|||||||||
Less - Dividends on preferred stock, beneficial conversion feature
|
551
|
551
|
|||||||||||
Net loss attributable to RiceBran Technologies common shareholders
|
$
|
(7,939
|
)
|
$
|
(2,917
|
)
|
|||||||
Basic earnings (loss) per common share:
|
|||||||||||||
Continuing operations
|
$
|
(0.60
|
)
|
$
|
(0.60
|
)
|
|||||||
Discontinued operations
|
(0.26
|
)
|
0.29
|
||||||||||
Basic loss per common share - RiceBran Technologies
|
$
|
(0.86
|
)
|
$
|
(0.31
|
)
|
|||||||
Diluted earnings (loss) per common share:
|
|||||||||||||
Continuing operations
|
$
|
(0.60
|
)
|
$
|
(0.60
|
)
|
|||||||
Discontinued operations
|
(0.26
|
)
|
0.29
|
||||||||||
Diluted loss per common share - RiceBran Technologies
|
$
|
(0.86
|
)
|
$
|
(0.31
|
)
|
|||||||
Weighted average number of shares outstanding:
|
|||||||||||||
Basic
|
9,281,942
|
9,281,942
|
|||||||||||
Diluted
|
9,281,942
|
9,281,942
|
Historical
|
Nutra SA
Divestiture
Pro Forma
Adjustments
|
Notes
|
Pro Forma
|
||||||||||
Revenues
|
$
|
39,405
|
$
|
(6,745
|
)
|
(b)
|
$
|
32,660
|
|||||
Cost of goods sold
|
31,436
|
(8,423
|
)
|
(b)
|
23,013
|
||||||||
Selling general and administrative expenses
|
19,100
|
(5,279
|
)
|
(b)
|
13,821
|
||||||||
Other expense (income), net
|
78
|
(1,378
|
)
|
(b)
|
(1,300
|
)
|
|||||||
Loss before income taxes
|
(11,209
|
)
|
(2,874
|
)
|
|||||||||
Income taxes
|
(41
|
)
|
(41
|
)
|
|||||||||
Net loss
|
(11,250
|
)
|
(2,915
|
)
|
|||||||||
Net loss attributable to noncontrolling interest
|
2,720
|
(2,720
|
)
|
(b)
|
-
|
||||||||
Net loss attributable to RiceBran Technologies shareholders
|
(8,530
|
)
|
(2,915
|
)
|
|||||||||
Less - Dividends on preferred stock, beneficial conversion feature
|
551
|
551
|
|||||||||||
Net loss attributable to RiceBran Technologies common shareholders
|
$
|
(9,081
|
)
|
$
|
(3,466
|
)
|
|||||||
Loss per share attributable to common shareholders
|
|||||||||||||
Basic
|
$
|
(0.97
|
)
|
$
|
(0.37
|
)
|
|||||||
Diluted
|
$
|
(0.97
|
)
|
$
|
(0.37
|
)
|
|||||||
Weighted average number of shares outstanding
|
|||||||||||||
Basic
|
9,338,370
|
9,338,370
|
|||||||||||
Diluted
|
9,338,370
|
9,338,370
|
Historical
|
Nutr SA
Divestiture
Pro Forma
Adjustments
|
Notes
|
Pro Forma
|
||||||||||
Revenues
|
$
|
39,896
|
$
|
(16,601
|
)
|
(b)
|
$
|
23,295
|
|||||
Cost of goods sold
|
31,826
|
(15,949
|
)
|
(b)
|
15,877
|
||||||||
Selling general and administrative expenses
|
14,346
|
(3,518
|
)
|
(b)
|
10,828
|
||||||||
Other expense, net
|
4,476
|
(2,323
|
)
|
(b)
|
2,153
|
||||||||
Loss before income taxes
|
(10,752
|
)
|
(5,563
|
)
|
|||||||||
Income taxes
|
176
|
176
|
|||||||||||
Net loss
|
(10,576
|
)
|
(5,387
|
)
|
|||||||||
Net loss attributable to noncontrolling interest
|
2,308
|
(2,308
|
)
|
(b)
|
-
|
||||||||
Net loss attributable to RiceBran Technologies shareholders
|
(8,268
|
)
|
(5,387
|
)
|
|||||||||
Less Dividends on preferred stock, beneficial conversion feature
|
-
|
-
|
|||||||||||
Net loss attributable to RiceBran Technologies common shareholders
|
$
|
(8,268
|
)
|
$
|
(5,387
|
)
|
|||||||
Loss per share attributable to common shareholders
|
|||||||||||||
Basic
|
$
|
(0.90
|
)
|
$
|
(0.59
|
)
|
|||||||
Diluted
|
$
|
(0.90
|
)
|
$
|
(0.59
|
)
|
|||||||
Weighted average number of shares outstanding
|
|||||||||||||
Basic
|
9,187,983
|
9,187,983
|
|||||||||||
Diluted
|
9,187,983
|
9,187,983
|
Historical
|
Nutra SA
Divestiture
Pro Forma
Adjustments
|
Notes
|
Pro Forma
|
||||||||||
ASSETS
|
|||||||||||||
Cash and cash equivalents
|
$
|
8,187
|
$
|
(615
|
)
|
(c)
|
$
|
7,572
|
|||||
Restricted cash
|
775
|
775
|
|||||||||||
Accounts receivable, net
|
1,384
|
1,384
|
|||||||||||
Inventories
|
758
|
758
|
|||||||||||
Deposits and other current assets
|
359
|
359
|
|||||||||||
Property and equipment, net
|
7,123
|
50
|
(c)
|
7,173
|
|||||||||
Intangible assets, net
|
135
|
135
|
|||||||||||
Assets held for sale
|
14,183
|
(14,183
|
)
|
(d)
|
-
|
||||||||
Total assets
|
$
|
32,904
|
$
|
18,156
|
|||||||||
LIABILITIES
|
|||||||||||||
Accounts payable and accruals
|
$
|
1,443
|
$
|
1,443
|
|||||||||
Long-term debt
|
32
|
32
|
|||||||||||
Derivative warrant liabilities
|
769
|
769
|
|||||||||||
Deferred tax liability
|
29
|
29
|
|||||||||||
Liabilities held for sale
|
18,239
|
(18,239
|
)
|
(d)
|
-
|
||||||||
Total liabilities
|
20,512
|
2,273
|
|||||||||||
EQUITY
|
|||||||||||||
Preferred stock
|
738
|
738
|
|||||||||||
Common stock
|
278,079
|
278,079
|
|||||||||||
Accumulated deficit
|
(260,802
|
)
|
(2,132
|
)
|
(e)
|
(262,934
|
)
|
||||||
Accumulated deficit attributable to noncontrolling interest
|
(1,370
|
)
|
1,370
|
(f)
|
-
|
||||||||
Accumulated other comprehensive loss
|
(4,253
|
)
|
4,253
|
(g)
|
-
|
||||||||
Total equity
|
12,392
|
15,883
|
|||||||||||
Total liabilities and equity
|
$
|
32,904
|
$
|
18,156
|
(a) |
These adjustments reflect the elimination of the results of operations of Nutra SA, which have been classified as discontinued operations in the historical financial statements since the second quarter of 2017.
|
(b) |
These adjustments reflect the elimination of the results of operations of Nutra SA.
|
(c) |
This adjustment reflects the $540 thousand cash paid at closing and $75 thousand of legal and other costs of the transaction, as well as the $50 thousand of Nutra SA property retained.
|
(d) |
This adjustment reflects the elimination of the assets and liabilities of Nutra SA, which have been classified as held for sale in the historical financial statements since the second quarter of 2017.
|
(e) |
This adjustment reflects the estimated loss arising from the transaction. The estimated loss has not been reflected in the accompanying statements of operations as it is considered to be nonrecurring in nature. No adjustment has been made to the to give effect to any potential post-closing adjustments under the terms of the agreement.
|
(f) |
This adjustment reflects the elimination of the redeemable noncontrolling interest in Nutra SA, which was included in the determination of the loss on the divestiture.
|
(g) |
This adjustment reflects the elimination of the cumulative foreign currency translation adjustment interest related to Nutra SA accounts, which was included in the determination of the loss on the divestiture.
|