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): August 24, 2023
RICEBRAN TECHNOLOGIES |
| (Exact Name of registrant as specified in its charter) |
California | 0-32565 | 87-0673375 |
| (State or other jurisdiction of incorporation) | (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. ☐
Explanatory Note
This Current Report on Form 8-K/A (the “Amendment”) is being filed as an amendment to the Current Report on Form 8-K of RiceBran Technologies, a California corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on August 10, 2023 (the “Original Report”), in which the Company reported, among other disclosures, (i) the date of the 2023 Annual Meeting of Shareholders (the “2023 Annual Meeting”) and (ii) the date by which written notice from a shareholder interested in bringing business before the 2023 Annual Meeting must be received. This amendment hereby amends and restates the first, fourth and fifth paragraphs in their entirety of Item 8.01 of the Original Report by replacing it with the statement contained in Item 8.01 hereunder. This Amendment does not amend any other parts of the Original Report, except as otherwise expressly stated herein.
Item 8.01 Other Events.
On August 24, 2023, the Company announced that it has scheduled its 2023 Annual Meeting to be held at Vinson & Elkins L.L.P., W.R. Grace Building, 1114 Avenue of the Americas, 32nd Floor, New York, New York 10036 on Monday, October 16, 2023, at 9:00 a.m., Eastern Daylight Time. The record date for determining shareholders entitled to receive notice of, and vote at, the 2023 Annual Meeting is August 30, 2023.
In addition, shareholders wishing to bring business before the 2023 Annual Meeting outside of Rule 14a-8 of the Securities and Exchange Act of 1934, as amended, or to nominate a person for election to the board of directors of the Company (the “Board”) at the 2023 Annual Meeting must submit timely notice thereof to the Company in order for such matters to be considered at the 2023 Annual Meeting. The Company’s bylaws, as amended (the “Bylaws”), set forth when a shareholder must provide notice to the Company of nominations and other business proposals that the shareholder wants to bring before an annual meeting (the “Shareholder Notice”). The Shareholder Notice requirements, contained in Article II, Sections 12 and 13 of the Bylaws, generally prescribe the procedures that a shareholder must follow if the shareholder intends (i) to nominate a person for election to the Board at an annual meeting of shareholders called for the purpose of electing directors or (ii) to propose other business to be considered by shareholders at an annual meeting of the shareholders. Shareholders wishing to make such proposals must also satisfy the other requirements set forth in our Bylaws.
In accordance with Article II, Section 13 of the Bylaws, as the date of our 2023 Annual Meeting will be held more than thirty days from the date of the 2022 Annual Meeting of Shareholders, the Shareholder Notice with respect to other business to be considered at the 2023 Annual Meeting must be delivered to William J. Keneally, Secretary of the Company, at the Company’s principal executive offices at 25420 Kuykendahl Rd., Suite B300, Tomball, Texas 77375, on or before 5:00 p.m., Central Daylight Time on Monday, September 4, 2023, which is a period not less than ten days from the date of this Current Report on Form 8-K. Such proposals must also comply with the requirements of California law, the rules and regulations promulgated by the SEC and the Bylaws, as applicable.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number | | Description |
| 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 24, 2023 | By: | /s/ William J. Keneally | |
| Name: | William J. Keneally | |
| Title: | Interim Chief Financial Officer and Secretary | |
