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

FORM 8-K/A
____________________

CURRENT REPORT

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

Date of report (Date of earliest event reported): June 19, 2019
____________________

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. ☐

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 Stock
 
RIBT
 
NASDAQ Capital Market
 

EXPLANATORY NOTE

On June 19, 2019, RiceBran Technologies (“RBT”) filed a Current Report on Form 8-K with the SEC (the “Original 8-K”) disclosing the results of the votes cast as reported by an independent third party at its Annual Meeting of Stockholders (the “Annual Meeting”), which was held on June 19, 2019. We believe that the voting results for Proposals No. 2 and 3 were incorrectly tabulated by this independent third party. This Current Report on Form 8-K/A amends the Original 8-K to (i) disclose the correct voting results for Proposals No. 2 and 3, (ii) state that Proposal No. 2 was not approved, (iii) disclose that the Company has filed a Certificate of Correction with the Secretary of State of California to change the authorized number of shares of common stock from 100,000,000 back to 50,000,000, and (iv) restate the remaining information included in the Original 8-K.

Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 24, 2019, RBT filed with the Secretary of State of California a Certificate of Amendment to increase the authorized number of shares of common stock from 50,000,000 to 100,000,000. The Certificate of Amendment was filed on the basis that Proposal No. 2 described in Item 5.07 below was approved by RBT’s shareholders at the Annual Meeting. The results of the votes cast as reported by an independent third party were incorrectly tabulated and based on the correct tabulation Proposal No. 2 was not approved. On June 28, 2019, RBT filed a Certificate of Correction of the Certificate of Amendment filed with the Secretary of State of California to correct the prior Certificate of Amendment to state that the correct number of authorized shares of common of RBT is 50,000,000.

Item 5.07
Submission of Matters to a Vote of Security Holders.

RBT’s Annual Meeting of Shareholders was held on June 19, 2019. At the Annual Meeting, the shareholders voted on the following proposals and cast their votes as described below.


1.
Election of seven (7) members to the board of directors:

 
Votes For
Votes Withheld
Broker Non-Votes
Brent R. Rystrom
16,647,975
135,341
8,104,695
Brent Rosenthal
16,317,408
465,908
8,104,695
Beth Bronner
16,328,998
454,318
8,104,695
David I. Chemerow
16,555,302
228,014
8,104,695
Ari Gendason
16,501,048
282,268
8,104,695
David Goldman
16,251,815
531,501
8,104,695
Baruch Halpern
16,449,346
333,970
8,104,695

Each director nominee was elected a director of RBT.
 


2.
Approval of an amendment to RBT’s articles of incorporation to increase the authorized number of shares of common stock from 50,000,000 to 100,000,000:

Votes For
Votes Against
Abstained
Broker Non-Votes
14,709,307
1,798,383
275,621
8,104,695

This proposal was not approved.


3.
Approval, pursuant to Nasdaq Listing Rule 5635(b), of the potential issuance of shares of common stock to Continental Grain Company:

Votes For
Votes Against
Abstained
Broker Non-Votes
15,057,956
1,467,701
257,653
8,104,695



This proposal was approved.


4.
Approval, on a nonbinding advisory basis, of the compensation of RBT’s named executive officers:

Votes For
Votes Against
Abstained
Broker Non-Votes
15,148,027
1,451,769
183,520
8,104,695



This proposal was approved.


5.
Vote, on an advisory basis, on the frequency of holding an advisory vote on compensation of RBT’s named executive officers:

Every 1 Year
Every 2 Years
Every 3 Years
Abstained
Broker Non-Votes
15,780,368
241,677
654,741
106,530
8,104,695

The shareholders of RBT voted for holding an advisory vote on compensation of RBT’s named executive officers once per year.


6.
Ratification of appointment of RSM US LLP as RBT’s independent registered public accounting firm for the year ending December 31, 2019:

Votes For
Votes Against
Abstained
Broker Non-Votes
24,636,895
145,087
106,029
0



This proposal was approved.
 

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 28, 2019
By:
/s/ Brent R. Rystrom
   
Brent R. Rystrom
   
Chief Executive Officer
   
(Duly Authorized Officer)