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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): August 25, 2022
 
 
RICEBRAN TECHNOLOGIES
(Exact Name of registrant as specified in its charter)
 
 
 
California
  
 
(State or other jurisdiction of incorporation)
  
     
0-32565
  
87-0673375
(Commission File Number)
  
(IRS Employer Identification No.)
     
25420 Kuykendahl Rd., Suite B300
Tomball, TX
  
77375
(Address of principal executive offices)
  
(Zip 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
Common stock, no par value per share
  
RIBT
  
The NASDAQ Capital Market
 
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 3.03 Material Modification to the Rights of Security Holders
 
As previously disclosed, at the Annual Meeting of Shareholders held on July 14, 2022, the shareholders of RiceBran Technologies (the “Company”) approved amendments to the Company’s articles of incorporation pursuant to which either five, ten, fifteen, twenty, or twenty-five outstanding shares of the Company’s common stock would be combined into one share of such stock, and authorized the board of directors of the Company (the “Board”), at its discretion, to select and file one such amendment which would affect the reverse stock split at one of these five reverse split ratios on or before July 14, 2023, if deemed appropriate.  
 
The Board has approved a reverse stock split at a ratio of 1-for-10 and, effective at 11:59 PM PST on August 25, 2022, the Company amended its articles of incorporation by filing with the California Secretary of State an amendment to effect a 1-for-10 reverse stock split of its common stock and to decrease the total number of authorized shares of its common stock on a post-reverse stock split basis, so that the total number of shares that the Company has the authority to issue is now 15,000,000 shares of common stock.
 
As a result of the reverse stock split, every 10 shares of the Company’s outstanding common stock were automatically combined into 1 share of common stock. Shareholders will not receive fractional shares in connection with the reverse stock split.  Shareholders otherwise entitled to fractional shares will receive an additional share of common stock.
 
The reverse stock split will reduce the number of shares of the Company’s outstanding common stock from 52,310,304 shares to approximately 5,231,030 shares.  Each shareholder’s percentage ownership interest and the proportional voting power remain unchanged after the reverse stock split, except for minor changes and adjustments resulting from the rounding up of fractional shares.  
 
A new CUSIP number (762831303) has been issued for the Company’s split-adjusted common stock.  The Company’s transfer agent, American Stock Transfer & Trust, is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding the exchange of their certificates for post-reverse stock split electronic statements reflecting book entry ownership of their new shares..
 
The foregoing description of the amendment to the Company’s articles of incorporation contained in this Item 3.01 is qualified in its entirety by reference to the amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
 
Item 5.03          Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
 
The foregoing information contained under Item 3.03 is copied and incorporated by reference under this Item 5.03 in its entirety.
 
Item 9.01          Financial Statements and Exhibits.
 
Exhibit
No.
  
Description
     
3.1
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
 
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: August 25, 2022
By:
/s/ Todd T. Mitchell
Name:
Todd T. Mitchell
Title:
Chief Financial Officer
    (Duly Authorized Officer)  
 
 

Exhibit 3.1

 

 

CERTIFICATE OF AMENDMENT OF

ARTICLES OF INCORPORATION OF

RICEBRAN TECHNOLOGIES

 

The undersigned, Peter G. Bradley and Todd T. Mitchell hereby certify that:

 

ONE:         Peter G. Bradley is the duly elected Executive Chairman and Todd T. Mitchell is the duly elected Secretary of RiceBran Technologies, a California corporation (“Corporation”).

 

TWO:        Article Three of the Articles of Incorporation of the Corporation shall be amended to read in full as follows:

 

ARTICLE THREE

 

“Each ten (10) shares of the Common Stock of the Corporation issued and outstanding or held in treasury as of 5:00 p.m. Pacific Standard Time on the date this Certificate of Amendment of the Articles of Incorporation is filed with the Secretary of State of the State of California (the “Effective Time”) shall be reclassified as and changed into one (1) share of Common Stock of the Corporation, without any action by the holders thereof. Each shareholder who, immediately prior to the Effective Time, owns a number of shares of Common Stock which is not evenly divisible by ten (10) shall, with respect to such fractional interest, be entitled to receive from the Corporation one (1) whole share of Common Stock, as of the date this Certificate of Amendment of Articles of Incorporation is filed with the Secretary of State of the State of California (the “Reverse-Split”). This Corporation is authorized to issue two (2) classes of shares of stock designated respectively “Common Stock” and “Preferred Stock.” Following the Reverse-Split, the total number of shares of Common Stock that this Corporation is authorized to issue is 15,000,000 and the total number of shares of Preferred Stock that this Corporation is authorized to issue is 20,000,000.

 

The Preferred Stock may be divided into such number of series as the board of directors may determine. The board of directors is authorized to determine and alter the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock, and to fix the number of shares of any series of Preferred Stock and the designation of any such series of Preferred Stock. The board of directors, within the limits and restrictions stated in any resolution or resolutions of the board of directors originally fixing the number of shares constituting any series, may increase or decrease (but not below the number of shares of such series then outstanding) the number of shares of any series subsequent to the issue of shares of that series.”

 

THREE:    The foregoing amendment of the Articles of Incorporation has been approved by the board of directors of the Company.

 

FOUR:      The foregoing amendment of the Articles of Incorporation was approved by the holders of the requisite number of shares of the corporation in accordance with Sections 902 and 903 of the California Corporations Code at the 2022 Annual Meeting of Shareholders held July 14, 2022. The total number of outstanding shares entitled to vote with respect to the foregoing amendment was 52,169,146 shares of Common Stock and zero shares of Preferred Stock. The number of shares voting in favor of the foregoing amendment equaled or exceeded the vote required, such required vote being a majority of the outstanding shares of Common Stock.

 

This Certificate of Amendment shall become effective at 11:59 PM PST on August 25, 2022.

 

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Date:

 

/s/ Peter G. Bradley                           

Peter G. Bradley, Executive Chairman

 

 

/s/ Todd T. Mitchell                            

Todd T. Mitchell, Secretary