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):  September 5, 2018

 
RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)


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

1330 Lake Robbins Drive, Suite 250
The Woodlands, TX
 
77380
(Address of Principal Executive Offices)
 
(Zip Code)

Registrant’s telephone number, including area code:  (281) 675-2421

(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 (see General Instruction A.2. below):

☐
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))
 
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

As previously reported, on September 30, 2014, RiceBran Technologies (the “Company”) entered into a securities purchase agreement with certain investors pursuant to which the Company agreed to sell to the investors shares of common stock, and to issue warrants (the “2014 Warrants”) to purchase up to a total of 1,181,696 shares of common stock.  Also as previously reported, on February 17, 2016, the Company entered into a securities purchase agreement with certain investors pursuant to which the Company agreed to sell to the investors shares of Series F Preferred Stock, and to issue warrants (the “2016 Warrants”) to purchase up to a total of 2,660,000 shares of common stock at an exercise price of $2.00 per share.

On September 5, 2018, the Company and certain holders of 2014 Warrants that also hold 2016 Warrants (“Exercising Holders”) entered into a Warrant Amendment Agreement (the “Amendment Agreement”), pursuant to which the Company and the Exercising Holders agreed to amend the 2014 Warrants held by the Exercising Holders to (i) reduce the exercise price from $5.27 to $3.30 per share, (ii) change the expiration date from April 3, 2020 to April 3, 2019 and (iii) reduce the total number of shares of common stock underlying such 2014 Warrants from 850,000 to 600,000.  In addition, the Exercising Holders agreed to exercise their 2016 Warrants with respect to all of the shares of common stock underlying such 2016 Warrants.  As of the date of the Amendment Agreement, the Exercising Holders held 2016 Warrants to purchase a total of 1,952,000 shares of common stock at an exercise price of $2.00 per share.  If the exercise of the 2016 Warrants would cause the Exercising Holder to exceed the 4.99% beneficial ownership limitations (“Beneficial Ownership Limitation”) (as defined in the 2016 Warrants), then the Company will only issue such number of shares to the Exercising Holder as instructed by the Exercising Holder and as would not cause such Exercising Holder to exceed the maximum number of shares permitted under the Beneficial Ownership Limitation, with the balance of shares to be held in abeyance until the balance may be issued in compliance with such limitations.

The Company expects to receive aggregate gross proceeds of approximately $3,904,000 from the exercise of the 2016 Warrants by the Exercising Holders.

The description of terms and conditions of the Amendment Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment Agreement, which is attached hereto as Exhibit 10.1.

Item 3.03
Material Modifications to Rights of Security Holders

The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.03.

Item 9.01
Financial Statements and Exhibits

Exhibit
 
No.
Description
Warrant Amendment Agreement
 
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:  September 5, 2018
By:
/s/ Brent Rystrom
   
Brent Rystrom
   
Chief Financial Officer
   
(Duly Authorized Officer)
 
 
Exhibit 10.01
 
WARRANT AMENDMENT AGREEMENT

This Warrant Amendment Agreement (“ Agreement ”) is dated as of September 5, 2018 (“ Effective Date ”) and is entered into by and among Sabby Healthcare Master Fund, Ltd. (“ Sabby Healthcare ”), Sabby Volatility Warrant Master Fund, Ltd. (“ Sabby Volatility ”, and together with Sabby Healthcare, the “ Holders ”), and RiceBran Technologies, a California corporation (the " Company ").  The parties hereto agree as follows:
 
RECITALS
 
A.          The Company and the Holders are parties to a Securities Purchase Agreement, dated as of September 30, 2014 (“ 2014 Purchase Agreement ”), pursuant to which the Company issued to each of the Holders a warrant to purchase 425,000 shares of the Company’s common stock (each, a “ 2014 Warrant ”, and together, the “ 2014 Warrants ”).
 
B.          Each of the 2014 Warrants currently has an Exercise Price per share of $5.27 and a Termination Date of April 3, 2020.
 
C.          The resale of the 2014 Warrant Shares acquired upon exercise of the 2014 Warrants has been registered pursuant to a registration statement on Form S-3 (File No. 333-199646) (“ 2014 Registration Statement ”).
 
D.          The Company and the Holders are parties to a Securities Purchase Agreement, dated as of February 17, 2016 (“ 2016 Purchase Agreement ”), pursuant to which the Company issued to Sabby Healthcare a warrant to purchase 1,773,333 shares of the Company’s common stock and to Sabby Volatility a warrant to purchase 886,667 shares of the Company’s common stock (collectively, the “ 2016 Warrants ”).  The current per share exercise price of the 2016 Warrants is $2.00.
 
E.          The resale of the shares of the Company’s common stock that underlie the 2016 Warrants (“ 2016 Warrant Shares ”) has been registered pursuant to a registration statement on Form S-3 (File No. 333-212658) (“ 2016 Registration Statement ”, and together with the 2014 Registration Statement, the “ Registration Statements ”).
 
F.          On the terms and conditions set forth herein, the parties hereto desire to amend the 2014 Warrants to (i) reduce the Exercise Price, (ii) reduce the number of shares issuable upon exercise of the 2014 Warrants and (iii) change the Termination Date of the 2014 Warrants to an earlier date, and the Holders desires to exercise the 2016 Warrants .
 
G.          For purposes of this Agreement, the (i) terms “ Exercise Price ” and “ Termination Date ” shall have the meanings given to those terms in the 2014 Warrants, as applicable, (ii) the term “ 2014 Warrant Shares ” shall have the meaning given to the term “Warrant Shares” in the 2014 Warrants, as applicable, and (iii) the term “ Trading Day ” shall have the meaning given to that term in the 2014 Purchase Agreement.
 
AGREEMENT

1.            Amendment to 2014 Warrants .  Each of the 2014 Warrants hereby is amended to provide as follows:

(a)           Exercise Price .  The per share Exercise Price of the 2014 Warrants shall change from $5.27 per share to $3.30 per share, subject to future adjustment as provided in the 2014 Warrants.

(b)           Termination Date .  The Termination Date of the 2014 Warrants shall change from April 3, 2020 to April 3, 2019, and the 2014 Warrants may not be exercised after April 3, 2019.

(c)           2014 Warrant Shares .  The number of 2014 Warrant Shares that are subject to each 2014 Warrant shall change from 425,000 to 300,000, subject to future adjustment as provided in the 2014 Warrants.  The parties agree that the number of Warrant Shares shall not increase as a result of decreasing the Exercise Price as provided in Section 1(a) above.

2.            Exercise of 2016 Warrants .  The Holders agree to exercise the 2016 Warrants in full by “cash” exercise, and the Holders execution and delivery of this Agrement shall constitute the Holders’ execution and delivery to the Company on the Effective Date of the Notices of Exercise annexed to the 2016 Warrants with respect to all 2016 Warrant Shares underlying the 2016 Warrants.  The aggregate exercise price for such exercise of the 2016 Warrants (“ Aggregate Exercise Price ”) shall equal the product of (i) the number of 2016 Warrant Shares underlying the 2016 Warrants on the Effective Date and (ii) $2.00.  The 2016 Warrant Shares issuable upon such exercise of the 2016 Warrants shall be issued as provided in the 2016 Purchase Agreement and the 2016 Warrants, and all of the 2016 Warrant Shares shall be delivered electronically through the Depository Trust Company within the time periods specified therein after the Company receives the Aggregate Exercise Price for the exercised 2016 Warrants, which Aggregate Exercise Price shall be paid to the Company no later than two trading days after the Effective Date.   Notwithstanding anything herein to the contrary, in the event the Warrant Exercise would otherwise cause the Holder to exceed the beneficial ownership limitations (“ Beneficial Ownership Limitation ”) in the 2016 Warrants, the Company shall only issue such number of 2016 Warrant Shares to the Holder that would not cause such Holder to exceed the maximum number of 2016 Warrant Shares permitted thereunder with the balance to be held in abeyance until notice from such Holder that the balance (or portion thereof) may be issued in compliance with such limitations.

3.            Public Disclosure . 
 
(a)           The Company shall file a Current Report on Form 8-K with the Securities and Exchange Commission disclosing all material terms of the transactions contemplated hereunder within two Trading Days following the Effective Date.  To the extent that the Company complies with this Section 3(a), the Company shall be deemed to have complied with its obligation to publicly disclose the terms contained herein pursuant to the 2014 Purchase Agreement, the 2016 Purchase Agreement and any other agreements or instruments to which the Company and either Holder is a party.
 
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(b)            The Company may file a prospectus supplement to each of the Registration Statements to disclose the effect of this Agreement on the 2014 Warrants,  the 2014 Warrant Shares, the 2016 Warrants and the 2016 Warrant Shares.
 
4.            No Changes .  Except as amended by this Agreement, all other terms of the 2014 Warrants and the 2014 Purchase Agreement shall continue in full force and effect.
 
5.            Conflict .  If the terms of this Agreement conflict with the terms of the 2014 Warrants, the terms of this Agreement shall control.
 
6.             Counterparts .  This Agreement may be executed in one or more counterparts, each of which shall be an original and all of which shall together constitute one and the same document.  In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature page were an original thereof.
 
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IN WITNESS WHEREOF, the parties have caused this Warrant Amendment Agreement to be executed as of the date first set forth above. 

RICEBRAN TECHNOLOGIES
 
     
By: 
/s/ Brent Rystrom  
 
Brent Rystrom,
 
 
Chief Financial Officer
 
     
SABBY HEALTHCARE MASTER FUND, LTD.
 
     
By: 
/s/ Robert Grundstein  
 
Name: Robert Grundstein,
 
 
Authorized Signatory
 
   
SABBY VOLATILITY WARRANT MASTER FUND, LTD.
 
     
By: 
/s/ Robert Grundstein  
 
Name: Robert Grundstein,
 
 
Authorized Signatory
 
 
 
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