Item 1.01 Entry into a Material Definitive Agreement.
On June 20, 2014, RiceBran Technologies (the "Company"), entered into an
Underwriting Agreement (the "Underwriting Agreement") with Maxim Group LLC, as
representative for the several underwriters ("Underwriters"), pursuant to which
the Company agreed to issue and sell to the Underwriters an aggregate of
1,417,500 shares (the "Shares") of common stock, no par value per share, of the
Company (the "Common Stock"), together with warrants to purchase an aggregate
of 708,750 shares of Common Stock at an exercise price equal to $5.87 per share
(each a "Warrant" and collectively, the "Warrants"). The shares of Common Stock
and Warrants are being offered and sold to the public (the "Offering") pursuant
to the prospectus dated June 17, 2014, a preliminary prospectus supplement filed
with the Securities and Exchange Commission (the "SEC") on June 19, 2014, and a
final prospectus supplement to be filed on June 20, 2014, in connection with a
takedown from the Company's effective shelf registration statement on Form S-3
(File No. 333-196541), which became effective on June 17, 2014. The Warrants
are immediately exercisable after their issuance and have a term of five years.
The Company intends to use the aggregate net proceeds of the financing primarily
for additional capital contributions to Nutra SA for working capital at our
operating subsidiary Irgovel, paying off our senior revolving note and for
general corporate purposes and working capital needs. The Warrants will not be
listed on the Nasdaq Capital Market nor any other exchange. After the
underwriting discount and estimated offering expenses payable by the Company,
the Company expects to receive net proceeds of approximately $6,854,548. The
Offering is expected to close on June 25, 2014.
The Underwriting Agreement contains customary representations, warranties, and
covenants by the Company. It also provides for customary indemnification by
each of the Company and the Underwriters, severally and not jointly, for losses
or damages arising out of or in connection with the Offering, including for
liabilities under the Securities Act of 1933, other obligations of the parties
and termination provisions.
The Company will pay Underwriters a cash fee equal to 7% of the aggregate gross
proceeds raised in the Offering and will issue a warrant to purchase up to
85,050 shares of our common stock at an exercise price equal to $6.625 per share
with a five year term. The Company agreed to reimburse Maxim Group LLC for
certain out-of-pocket expenses incurred by them with respect to this offering,
including but not limited to the fees and disbursements of its counsel, up to a
maximum of $50,000.
A copy of the Underwriting Agreement and Form of Warrant are attached as
Exhibits 1.1 and 4.1 to this report, and is incorporated herein by reference.
The foregoing description of the material terms of the Underwriting Agreement
and Form of Warrant does not purport to be complete and is qualified in its
entirety by reference to such exhibits, which are incorporated by reference.
The legal opinion of Weintraub Tobin Chediak Coleman Grodin Law Corporation
relating to the securities being sold is filed as Exhibit 5.1.
The provisions of the Underwriting Agreement and Form of Warrant, including the
representations and warranties contained therein, are not for the benefit of any
party other than the parties to such agreement and are not intended as a
document for investors or the public to obtain factual information about the
current state of affairs of the parties to that document. Rather, investors and
the public should look to other disclosures contained in the Company's filings
with the SEC.
The registration statement on Form S-3 and prospectuses relating to the shares
of Common Stock and Warrants offered by the Company were filed with the
Securities and Exchange Commission and are available on the SEC's web site at
http://www.sec.gov. Copies of the prospectuses may be obtained from Maxim Group
LLC, 405 Lexington Avenue, New York, NY 10174, (800) 724-0761.
This report contains forward-looking statements that involve risks and
uncertainties, such as statements related to the anticipated closing of the
Offering and the amount of proceeds expected from the Offering. The risks and
uncertainties involved include the Company's ability to satisfy certain
conditions to closing on a timely basis or at all, as well as other risks
detailed from time to time in the Company's filings with the SEC. You are
cautioned not to place undue reliance on forward-looking statements, which are
based on the Company's current expectations and assumptions and speak only as of
the date of this report. The Company does not intend to revise or update any
forward-looking statement in this report to reflect events or circumstances
arising after the date hereof, except as may be required by law.
Item 8.01 Other Events
On June 19, 2014, the Company issued a press release announcing the Offering, as
described above in Item 1.01. On June 20, 2014, the Company issued a subsequent
press release announcing the offering price and terms. The full texts of the
press releases are set forth as Exhibits 99.1 and 99.2 attached to this report.
Item 9.01 Financial Statements and Exhibits
Exhibit No. Exhibit Description
1.1 Underwriting Agreement
4.1 Form of Warrant
5.1 Opinion of Weintraub Tobin Chediak Coleman Grodin
23.1 Consent of Weintraub Tobin Chediak Coleman Grodin (included in Exhibit 5.1)
99.1 Press release dated June 19, 2014
99.2 Press release dated June 20, 2014