RIBT RiceBran Technologies

Table of Contents

 

As filed with the Securities and Exchange Commission on April 19, 2024

Registration No. 333-          

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

 

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

RiceBran Technologies
(Exact name of registrant as specified in its charter)
California		2040		87-0673375
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)
25420 Kuykendahl Rd., Suite B300 Tomball, TX 77375 Telephone: (218) 773-7564
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Eric Tompkins Director and Executive Chairman RiceBran Technologies 25420 Kuykendahl Rd., Suite B300 Tomball, TX 77375 Telephone: (218) 773-7564
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Lawrence Elbaum K. Stancell Haigwood Vinson & Elkins L.L.P. 1114 Avenue of the Americas, 32nd Floor New York, NY 10036

 

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
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 7(a)(2)(B) of the Securities Act. ☐

 

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

SUBJECT TO COMPLETION, DATED April 19, 2024

 

PRELIMINARY PROSPECTUS

 

2,222,222 Shares of Common Stock

 

5,010,206 Shares of Common Stock Underlying Warrants

 

 

This prospectus relates to the resale from time to time, by the selling shareholders identified in this prospectus under the caption “Selling Shareholders,” of an aggregate of 7,232,428 shares of common stock, no par value, of RiceBran Technologies (the “Company”, and such common stock, the “Common Stock”) which includes (i) 2,222,222 shares of Common Stock, and (ii) 5,010,206 shares of Common Stock they may acquire upon the exercise of outstanding warrants, which we refer to as the “Warrants.” We issued the shares of Common Stock and the Warrants to the selling shareholders in a private placement, which was completed on December 1, 2023.

 

The selling shareholders may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in their shares of Common Stock on any stock exchange, market or trading facility on which the Common Stock is traded or in private transactions. These dispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive any proceeds from the resale or other disposition of the shares of Common Stock by the selling shareholders. However, we will receive the proceeds of any cash exercise of the Warrants. See “Use of Proceeds” beginning on page 7 and “Plan of Distribution” beginning on page 13 of this prospectus for more information.

 

Our Common Stock is currently quoted on the OTC Market (Pink) under the symbol “RIBT.” On April 12, 2024, the last reported sale price of our Common Stock on the OTC Market (Pink) was $0.138 per share.

 

You should read this prospectus, together with additional information described under the headings “Information Incorporated by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities.

 

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024, in our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein.

 

Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is           , 2024

 

 

TABLE OF CONTENTS

 

Page

 

Summary	2
Risk Factors	4
Cautionary Note Regarding Forward-Looking Statements	5
Use of Proceeds	6
Selling Shareholders	7
Description of Securities	8
Plan of Distribution	11
Legal Matters	13
Experts	13
Interests of Named Experts and Counsel	13
Information Incorporated by Reference	14
Where You Can Find More Information	15

 

ABOUT THIS PROSPECTUS

 

We have not authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. When you make a decision about whether to invest in our securities, you should not rely upon any information other than the information in this prospectus or in any free writing prospectus that we may authorize to be delivered or made available to you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful.

 

For investors outside the United States: We have not taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside the United States.

 

This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the full text of the actual documents, some of which have been filed or will be filed and incorporated by reference herein. See “Information Incorporated by Reference” and “Where You Can Find More Information” in this prospectus. We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

 

This prospectus contains and incorporates by reference certain market data and industry statistics and forecasts that are based on studies sponsored by us, independent industry publications and other publicly available information. Although we believe these sources are reliable, estimates as they relate to projections involve numerous assumptions, are subject to risks and uncertainties, and are subject to change based on various factors, including those discussed under “Risk Factors” in this prospectus and under similar headings in the documents incorporated by reference herein and therein. Accordingly, investors should not place undue reliance on this information.

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024, our subsequent Quarterly Reports on Form 10-Q and other filings we make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other information in this prospectus and the information incorporated by reference herein. If any of these risks actually occurs, our business, financial condition, results of operations or cash flow could suffer materially. In such event, the trading price of our Common Stock could decline, and you might lose all or part of your investment.

 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This prospectus and the documents incorporated herein by reference contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events concerning our business and to our future revenues, operating results and financial condition. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “could,” “would,” “should,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “estimate,” “forecast,” “predict,” “propose,” “potential” or “continue,” or the negative of those terms or other comparable terminology.

 

Any forward-looking statements contained in this prospectus are only estimates or predictions of future events based on information currently available to our management and management’s current beliefs about the potential outcome of future events. Whether these future events will occur as management anticipates, whether we will achieve our business objectives, and whether our revenues, operating results or financial condition will improve in future periods are subject to numerous risks. There are a number of important factors that could cause actual results to differ materially from the results anticipated by these forward-looking statements. These important factors include those that we discuss under the heading “Risk Factors” and in other sections of our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC on April 1, 2024, as well as in our other reports filed from time to time with the SEC that are incorporated by reference into this prospectus. You should read these factors and the other cautionary statements made in this prospectus and in the documents we incorporate by reference into this prospectus as being applicable to all related forward-looking statements wherever they appear in this prospectus or the documents we incorporate by reference into this prospectus. If one or more of these factors materialize, or if any underlying assumptions prove incorrect, our actual results, performance or achievements may vary materially from any future results, performance or achievements expressed or implied by these forward-looking statements. We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of shares of Common Stock offered by the selling shareholders under this prospectus. However, we will receive the proceeds of any cash exercise of the Warrants. If all of the Warrants were exercised for cash, we would receive aggregate proceeds of approximately $900,000. We intend to use the net proceeds from any cash exercise of the Warrants for general corporate purposes, which may include funding capital expenditures and working capital and repaying indebtedness.

 

 

SELLING SHAREHOLDERS

 

This prospectus covers the resale or other disposition by the selling shareholders identified in the table below of up to an aggregate of 7,232,428 shares of Common Stock, which includes (i) 2,222,222 shares of Common Stock and (ii) 5,010,206 shares of Common Stock issuable upon the exercise of the Warrants.

 

The selling shareholders acquired their securities in the transactions described above under the heading “Prospectus Summary – Recent Developments –Private Placement.”

 

The table below sets forth, as of March 31, 2024, the following information regarding the selling shareholders:

 

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the names of the selling shareholders;

 

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the number of shares of Common Stock owned by each selling shareholder prior to this offering;

 

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the number of shares of Common Stock to be offered by each selling shareholder in this offering;

 

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the number of shares of Common Stock to be owned by each selling shareholder assuming the sale of all of the shares of Common Stock covered by this prospectus; and

 

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the percentage of our issued and outstanding shares of Common Stock to be owned by each selling shareholder assuming the sale of all of the shares of Common Stock covered by this prospectus based on the number of shares of Common Stock issued and outstanding as of March 31, 2024.

 

Except as described above, the number of shares of Common Stock beneficially owned by the selling shareholders has been determined in accordance with Rule 13d-3 under the Exchange Act and includes, for such purpose, shares of Common Stock that the selling shareholders have the right to acquire within 60 days of March 31, 2024.

 

All information with respect to Common Stock ownership of the selling shareholders has been furnished by or on behalf of the selling shareholders. We believe, based on information supplied by the selling shareholders, that except as may otherwise be indicated in the footnotes to the table below, the selling shareholders have sole voting and dispositive power with respect to the shares of Common Stock reported as beneficially owned by them. Because the selling shareholders identified in the table may sell some or all of the shares of Common Stock beneficially owned by them and covered by this prospectus, and because there are currently no agreements, arrangements or understandings with respect to the sale of any of the shares of Common Stock, no estimate can be given as to the number of shares of Common Stock available for resale hereby that will be held by the selling shareholders upon termination of this offering. In addition, the selling shareholders may have sold, transferred or otherwise disposed of, or may sell, transfer or otherwise dispose of, at any time and from time to time, the shares of Common Stock they beneficially own in transactions exempt from the registration requirements of the Securities Act after the date on which they provided the information set forth in the table below. We have, therefore, assumed for the purposes of the following table, that the selling shareholders will sell all of the shares of Common Stock owned beneficially by them that are covered by this prospectus, but will not sell any other shares of Common Stock that they presently own. The selling shareholders have not held any position or office, or have otherwise had a material relationship, with us or any of our subsidiaries within the past three years other than as a result of the ownership of our shares of Common Stock or other securities.

 

Name of Selling Shareholders		Shares Owned Prior To This Offering				Shares Offered by This Prospectus				Shares Owned After This Offering				Percentage of Shares Beneficially Owned After Offering (1)
Funicular Funds, LP (2)			7,232,428				7,232,428				0				0.00	%

 

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(1)	Percentage is based on 15,014,208 shares of Common Stock outstanding as of March 31, 2024, assuming the resale of all of the shares of Common Stock covered by this prospectus.

(2)

Consists of (i) 2,222,222 shares of Common Stock and (ii) 5,010,206 shares of Common Stock issuable upon exercise of Warrants held by Funicular Funds, LP (“Funicular”). The General Partner of Funicular is Cable Car Capital LLC (“Cable Car”), a California limited liability company which serves as investment adviser to Funicular pursuant to a written advisory agreement. Jacob Ma-Weaver, a United States citizen, is the Managing Member of Cable Car and the ultimate individual responsible for directing the voting and disposition of Common Stock held by Funicular. Mr. Ma-Weaver and Cable Car may each be deemed the beneficial owner of the Common Stock held by Funicular.

 

 

DESCRIPTION OF SECURITIES

 

Description of Capital Stock

 

The following summary of the terms of our capital stock is based upon our Articles of Incorporation and our bylaws (as amended, the “Bylaws”). The summary is not complete, and is qualified by reference to our Articles of Incorporation and our Bylaws, which are filed as exhibits to the Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and are incorporated by reference herein. We encourage you to read our Articles of Incorporation, our Bylaws and the applicable provisions of the California Corporations Code for additional information.

 

Our authorized capital stock consists of 15,000,000 shares of Common Stock, no par value, and 20,000,000 shares of Preferred Stock, no par value, of which 3,000,000 shares are designated Series A Preferred Stock, 25,000 shares are designated Series B Preferred Stock, 25,000 shares are designated Series C Preferred Stock, 10,000 shares are designated Series D Preferred Stock, 2,743 shares are designated Series E Preferred Stock, 3,000 are designated as Series F Preferred Stock, 3,000 are designated as Series G Preferred Stock and 19,200 are designated as Series H Preferred Stock. As of March 31, 2024, there were 10,004,002 shares of Common Stock outstanding and 150 shares of Series G Preferred Stock outstanding. No other capital stock was outstanding as of March 31, 2024.

 

Common Stock

 

Subject to any preferential dividend rights granted to the holders of any shares of preferred stock that may be outstanding, the holders of our Common Stock are entitled to receive ratably dividends when, as, and if declared by our board of directors (the “Board”) out of funds legally available therefor. Upon our liquidation, dissolution or winding up, the holders of our Common Stock are entitled to receive ratably the net assets available after the payment of all debts and other liabilities and subject to the prior rights of any outstanding shares of preferred stock.

 

The holders of our Common Stock are entitled to one vote for each share held on all matters submitted to a vote of our shareholders. Pursuant to our Bylaws, shareholders do not have the right to vote cumulatively. Holders of our Common Stock have no preemptive, subscription or redemption rights. The outstanding shares of our Common Stock are fully paid and nonassessable. The rights and privileges of holders of our Common Stock are subject to, and may be adversely affected by, the rights of holders of shares of preferred stock that we may designate and issue in the future.

 

Preferred Stock

 

Our Board is authorized to issue preferred stock in one or more series and to fix the rights, preferences, privileges, qualifications, limitations and restrictions thereof, including dividend rights and rates, conversion rights, voting rights, terms of redemption, redemption prices, liquidation preferences and the number of shares constituting any series or the designation of such series, without any vote or action by our shareholders. Any preferred stock to be issued could rank prior to our Common Stock with respect to dividend rights and rights on liquidation. Our Board, without shareholder approval, may issue preferred stock with voting and conversion rights which could adversely affect the voting power of holders of our Common Stock and discourage, delay or prevent a change in control of RiceBran.

 

Series G Preferred Stock

 

We have authorized a total of 3,000 shares of Series G Preferred Stock, 150 of which are issued and outstanding as of March 31, 2024. The Series G Preferred Stock is non-voting and may be converted into shares of our Common Stock at the holders’ election at any time, subject to certain beneficial ownership limitations, at a ratio of 1 share of Series G Preferred Stock for 94.89915 shares of Common Stock. The Series G Preferred Stock is entitled to receive dividends if we pay dividends on our Common Stock, in which case the holders of Series G Preferred Stock are entitled to receive the amount and form of dividends that they would have received if they held the common stock that is issuable upon conversion of the Series G Preferred Stock. If we are liquidated or dissolved, the holders of Series G Preferred Stock are entitled to receive, before any amounts are paid in respect of our Common Stock, an amount per share of Series G Preferred Stock equal to $1,000, plus any accrued but unpaid dividends thereon.

 

 

Series H Preferred Stock

 

We paid a dividend of one right (a “Right”) for each issued and outstanding share of Common Stock to shareholders of record at the close of business on July 17, 2023 (the “Record Date”). Each Right entitles the registered holder, subject to the terms of the Rights Agreement (as defined below), to purchase from the Company one one-thousandth of a share of the Company’s Series H Preferred Stock at a price of $6.00 (the “Exercise Price”), subject to certain adjustments. The description and terms of the Rights are set forth in the Tax Benefits Preservation Plan, dated as of July 6, 2023 (the “Rights Agreement”), by and between the Company and American Stock Transfer & Trust, LLC, as rights agent.

 

The Rights will not be exercisable until the earlier to occur of (i) the close of business on the tenth business day after a public announcement or filing that a person or group of affiliated or associated persons has become an “Acquiring Person,” which is defined as a person or group of affiliated or associated persons that, at any time after the date of the Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of (x) 4.95% or more of the shares of the then-outstanding Common Stock or (y) in the Board’s determination, 4.95% or more (by value) of the shares of the then-outstanding Company Stock, in either case subject to certain exceptions, or (ii) the close of business on the tenth business day after the commencement of, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person.

 

Each share of Series H Preferred Stock will be entitled, when, as and if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of Common Stock. Each share of Series H Preferred Stock will entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company. In the event of any merger, consolidation or other transaction in which shares of Common Stock are converted or exchanged, each share of Series H Preferred Stock will be entitled to receive 1,000 times the amount received per one share of Common Stock.

 

OTC Market

 

Our Common Stock is quoted on The OTC Market (Pink) under the symbol “RIBT.”

 

Transfer Agent

 

Equiniti Trust Company, LLC, New York, New York, serves as transfer agent for the shares of Common Stock.

 

Certain Anti-Takeover Effects

 

Certain provisions of our Articles of Incorporation and Bylaws may be deemed to have an anti-takeover effect.

 

Advance Notice Requirements for Shareholder Proposals and Director Nominations. Our Bylaws provide advance notice procedures for shareholders seeking to bring business before our annual meeting of shareholders or to nominate candidates for election as directors at our annual meeting of shareholders and specify certain requirements regarding the form and content of a shareholder’s notice. These provisions might preclude our shareholders from bringing matters before our annual meeting of shareholders or from making nominations for directors at our annual meeting of shareholders if the proper procedures are not followed.

 

Additional Authorized Shares of Capital Stock. The additional shares of authorized Common Stock and preferred stock available for issuance under our Articles of Incorporation could be issued at such times, under such circumstances and with such terms and conditions as to impede a change in control.

 

Warrants

 

The Warrants were issued in the Private Placement on December 1, 2023.

 

Exercisability. The Warrants are exercisable at any time on or after December 1, 2023 until the expiration thereof, provided that the Company has a sufficient number of shares of authorized Common Stock under the Articles of Incorporation to permit such exercise. The Warrants have a term of five years from the date of issuance. The Warrants are exercisable, at the option of the holder, in whole or in part by delivering to us a duly executed exercise notice and, at any time a registration statement registering the issuance of shares of Common Stock underlying the Warrants under the Securities Act is effective and available for the issuance of such shares, or an exemption from registration under the Securities Act is available for the issuance of such shares, by payment in full in immediately available funds for the number of shares of Common Stock purchased upon such exercise. If at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for the issuance of the shares of Common Stock underlying the Warrants, then the Warrants may also be exercised, in whole or in part, at such time by means of a cashless exercise, in which case the holder would receive upon such exercise the net number of shares of Common Stock determined according to the formula set forth in the Warrant.

 

 

Exercise Price. The Warrants have an exercise price of $0.18 per share. The exercise price of the Warrants is subject to adjustments as provided under the terms of the Warrants.

 

Transferability. Subject to applicable laws, the Warrants may be offered for sale, sold, transferred or assigned without our consent.

 

Exchange Listing. There is no established trading market for the Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Warrants on any national securities exchange or other trading market.

 

Fundamental Transactions. In the event of any fundamental transaction, as described in the Warrants and generally including any merger with or into another entity, sale of all or substantially all of our assets, tender offer or exchange offer, or reclassification of our shares of Common Stock, then upon any subsequent exercise of a Warrant, the holder will have the right to receive as alternative consideration, for each share of Common Stock that would have been issuable upon such exercise immediately prior to the occurrence of such fundamental transaction, the number of shares of Common Stock of the successor or acquiring corporation of our company, if it is the surviving corporation, and any additional consideration receivable upon or as a result of such transaction by a holder of the number of shares of Common Stock for which the Warrant is exercisable immediately prior to such event.

 

Rights as a Shareholder. Except as otherwise provided in the Warrants or by virtue of such holder’s ownership of our Common Stock, the holder of a Warrant will not have the rights or privileges of a holder of our Common Stock, including any voting rights, until the holder exercises the Warrant.

 

 

PLAN OF DISTRIBUTION

 

The selling shareholders, which as used herein includes donees, pledgees, transferees or other successors-in-interest selling the shares of Common Stock, or interests in the shares of Common Stock received after the date of this prospectus from selling shareholders as a gift, pledge, partnership distribution or other transfer, may, from time to time, sell, transfer or otherwise dispose of any or all of their shares of Common Stock or interests in the shares of Common Stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. The selling shareholders may sell all or a portion of the shares of Common Stock held by it and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions, pursuant to one or more of the following methods:

 

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on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;

 

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in the over-the-counter market;

 

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in transactions otherwise than on these exchanges or systems or in the over-the-counter market;

 

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through the writing or settlement of options or other hedging transactions, whether such options are listed on an options exchange or otherwise;

 

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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

 

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block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

 

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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

 

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an exchange distribution in accordance with the rules of the applicable exchange;

 

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privately negotiated transactions;

 

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short sales effected after the date the registration statement of which this prospectus is a part was declared effective by the SEC;

 

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broker-dealers may agree with a selling shareholders to sell a specified number of such shares at a stipulated price per share;

 

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a combination of any such methods of sale; and

 

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any other method permitted pursuant to applicable law.

 

The aggregate proceeds to the selling shareholders from the sale of the shares of Common Stock offered by it will be the purchase price of the shares of Common Stock less discounts or commissions, if any. The selling shareholders reserve the right to accept and, together with their agents from time to time, to reject, in whole or in part, any proposed purchase of shares of Common Stock to be made directly or through agents. We will not receive any of the proceeds from sales of shares by the selling shareholders.

 

The selling shareholders may also sell shares of Common Stock under Rule 144 promulgated under the Securities Act, if available, rather than under this prospectus. In addition, the selling shareholders may transfer the shares of Common Stock by other means not described in this prospectus. If the selling shareholders effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved but, except as set forth in a supplement to this prospectus to the extent required, in the case of an agency transaction will not be in excess of a customary brokerage commission in compliance with FINRA Rule 5110).

 

 

In connection with sales of shares of Common Stock or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares of Common Stock in the course of hedging in positions they assume. The selling shareholders may also sell shares of Common Stock short and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of Common Stock offered by this prospectus, which shares of Common Stock such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

 

The selling shareholders may pledge or grant a security interest in some or all of the shares of Common Stock owned by it and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the shares of Common Stock in other circumstances as permitted by applicable law, in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

To the extent required by the Securities Act and the rules and regulations thereunder, the selling shareholders and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning of the Securities Act. In such event, any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. Selling shareholders who are deemed to be “underwriters” under the Securities Act (if any) will be subject to the prospectus delivery requirements of the Securities Act and may be subject to certain statutory liabilities of, including but not limited to, Sections 11, 12 and 17 of the Securities Act and Rule 10b-5 under the Exchange Act.

 

Each selling shareholder has informed us that it is not a registered broker-dealer and does not have any written or oral agreement or understanding, directly or indirectly, with any person to engage in a distribution of the shares of Common Stock. Upon us being notified in writing by a selling shareholder that any material arrangement has been entered into with a broker-dealer for the distribution of shares of Common Stock, a prospectus supplement, if required, will be distributed, which will set forth the aggregate amount of shares of Common Stock being distributed and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or re-allowed or paid to broker-dealers.

 

Under the securities laws of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

 

The selling shareholders may sell all, some or none of the shares of Common Stock registered pursuant to the registration statement of which this prospectus forms a part. If sold under the registration statement of which this prospectus forms a part, the shares of Common Stock registered hereunder will be freely tradable in the hands of persons other than our affiliates that acquire such shares.

 

We have advised the selling shareholders that the anti-manipulation rules of Regulation M under the Exchange Act may apply to sales of shares of Common Stock in the market and to the activities of the selling shareholders and its affiliates. In addition, to the extent applicable, we will make copies of this prospectus (as it may be supplemented or amended from time to time) available to the selling shareholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The selling shareholders may indemnify any broker-dealer that participates in transactions involving the sale of the shares of Common Stock against certain liabilities, including liabilities arising under the Securities Act.

 

 

LEGAL MATTERS

 

The validity of the securities offered hereby will be passed upon for us by Weintraub Tobin Chediak Coleman Grodin Law Corporation, Sacramento, California.

 

EXPERTS

 

The consolidated financial statements of RiceBran Technologies, as of December 31, 2023 and for the year ended December 31, 2023, incorporated in this prospectus by reference from RiceBran Technologies Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by Withum Smith+Brown, PC, our independent registered accounting firm for such period, as stated in their report thereon, which includes an explanatory paragraph regarding the substantial doubt about the Company’s ability to continue as a going concern incorporated herein by reference, and have been incorporated in this prospectus and registration statement in reliance upon such report and upon the authority of such firms as experts in accounting and auditing.

 

The consolidated financial statements of RiceBran Technologies, as of December 31, 2022 and for the year then ended, incorporated in this prospectus by reference from RiceBran Technologies Annual Report on Form 10-K for the year ended December 31, 2023, have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon, incorporated herein by reference, and has been incorporated in this prospectus and registration statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.

 

INTERESTS OF NAMED EXPERTS AND COUNSEL

 

Except as noted below, no expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the securities was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee. Weintraub Tobin Chediak Coleman Grodin Law Corporation and Weintraub Partners, a general partnership formed by certain shareholders at Weintraub Tobin Chediak Coleman Grodin Law Corporation, together owns 10,891 shares of the Common Stock.

 

 

INFORMATION INCORPORATED BY REFERENCE

 

The SEC allows us to “incorporate by reference” information that we file with it into this prospectus, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus. The information incorporated by reference is considered to be a part of this prospectus, and information that we file later with the SEC will automatically update and supersede information contained in this prospectus.

 

This filing incorporates by reference the following documents, which we have previously filed with the SEC pursuant to the Exchange Act (other than Current Reports on Form 8-K, or portions thereof, furnished under Items 2.02 or 7.01 of Form 8-K):

 

●

Our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the SEC on April 1, 2024; and

 

●

Our Current Reports on Form 8-K filed with the SEC on January 10, 2024 and January 31, 2024, respectively.

 

We also incorporate by reference into this prospectus all documents (other than Current Reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items) that are filed by us with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act on or after the date of this prospectus but prior to the termination of this offering. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Any information that we subsequently file with the SEC that is incorporated by reference as described above will automatically update and supersede any previous information that is part of this prospectus.

 

We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been or may be incorporated by reference in this prospectus, other than exhibits to such documents. You may request, and we will provide you with, a copy of these filings, at no cost, by calling us at (281) 675-2421 or by writing to us at the following address:

 

RiceBran Technologies
25420 Kuykendahl Rd., Suite B300
Tomball, Texas 77375
Attn: Corporate Secretary

 

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the Common Stock offered by this prospectus. This prospectus, which is part of the registration statement, omits certain information, exhibits, schedules and undertakings set forth in the registration statement. For further information pertaining to us and our Common Stock, reference is made to our SEC filings and the registration statement and the exhibits and schedules to the registration statement. Statements contained in this prospectus as to the contents or provisions of any documents referred to in this prospectus are not necessarily complete, and in each instance where a copy of the document has been filed as an exhibit to the registration statement, reference is made to the exhibit for a more complete description of the matters involved.

 

In addition, registration statements and certain other filings made with the SEC electronically are publicly available through the SEC’s web site at http://www.sec.gov. The registration statement, including all exhibits and amendments to the registration statement, has been filed electronically with the SEC.

 

We are subject to the information and periodic reporting requirements of the Exchange Act, and, in accordance with such requirements, will file periodic reports and other information with the SEC. These periodic reports and other information will be available for inspection and copying at the web site of the SEC referred to above. We also maintain a website at http://www.ricebrantech.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is not part of, and is not incorporated into, this prospectus. We have included our website address in this prospectus solely as an inactive textual reference.

 

 

  

 

 

 

 

2,222,222 shares of Common Stock

 

5,010,206 shares of Common Stock Underlying Warrants

 

PRELIMINARY PROSPECTUS

 

, 2024

 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 13.         Other Expenses of Issuance and Distribution.

 

The following table sets forth the costs and expenses, other than placement agent fees, paid or payable by RiceBran, or the Registrant, in connection with the sale and distribution of the securities being registered. All amounts are estimated except the SEC registration fee.

 

Item		Amount
SEC registration fee		$	147
Legal fees and expenses			79,000
Accounting fees and expenses			28,000
Printing and engraving expenses			3,000
Transfer agent and registrar fees and expenses			1,000
Miscellaneous fees and expenses			0
Total		$	111,147

 

Item 14.         Indemnification of Directors and Officers.

 

The California General Corporation Law, our Articles of Incorporation and Bylaws provide that we may indemnify our officers, directors, employees or agents or former officers, directors, employees or agents, against expenses actually and necessarily incurred by them, in connection with the defense of any legal proceeding or threatened legal proceeding, except as to matters in which such persons shall be determined to not have acted in good faith and in our best interest. This means that if indemnity is determined by the Board to be appropriate in any case we and not the individual might bear the cost of any suit that is filed by a shareholder against the individual officer, director or employee unless the court determines that the individual acted in bad faith. These provisions are sufficiently broad to permit the indemnification of such persons in certain circumstances against liabilities arising under the Securities Act.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors and officers, and to persons controlling our company pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 15.         Recent Sales of Unregistered Securities.

 

In the three years preceding the filing of this registration statement, the Company made sales of the following unregistered securities:

 

Private Placement

 

On December 1, 2023, we entered into the Purchase Agreement with Funicular pursuant to which the Company sold and issued (i) a secured promissory note in the principal amount of $4,000,000, (ii) 2,222,222 shares Common Stock at a purchase price equal to $0.18 per share and (iii) Warrants to purchase 5,010,206 shares of Common Stock, for an aggregate purchase price of $4,000,000.

 

The Warrants are exercisable at a price of $0.18 per share, subject to adjustments as provided under the terms of the Warrants. The Warrants are exercisable at any time on or after December 1, 2023 until the expiration thereof, provided that the Company has a sufficient number of shares of authorized Common Stock under the Articles of Incorporation to permit such exercise. The Warrants have a term of five years from the date of issuance.

 

The issuance of the Common Stock and Warrants in the Private Placement were not registered under the Securities Act, and instead were issued pursuant to the exemption provided in Section 4(a)(2) under the Securities Act. The proceeds raised in the Private Placement were used to repay existing debt and for general corporate purposes.

 

 

December 2023 Private Placements

 

On December 1, 2023, we consummated a transaction pursuant to an exchange agreement (the “Cove Lane Exchange Agreement”) with Cove Lane Master Fund LLC (“Cove Lane”) to exchange the existing Series A Warrant held by Cove Lane or its designees for 150,000 shares of Common Stock to be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, upon the terms and conditions set forth in the Cove Lane Exchange Agreement.

 

On December 1, 2023, the Company consummated a transaction pursuant to an exchange agreement (the “Sabby Exchange Agreement”) with Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) to exchange the existing Common Stock Purchase Warrant held by Sabby or its designees for (i) 323,810 shares of Common Stock and (ii) warrants to purchase up to 1,200,000 shares of Common Stock (the “Sabby Warrants”) each to be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, upon the terms and conditions set forth in the Sabby Exchange Agreement.

 

The Sabby Warrants are exercisable at a price of $0.2016 per share, subject to adjustments as provided under the terms of the Sabby Warrants, for a term of three years from the date of issuance.

 

On December 1, 2023, we consummated a transaction pursuant to an exchange agreement (the “Hudson Bay Exchange Agreement”) with Hudson Bay Master Fund Ltd. (“Hudson Bay”) to exchange the existing Common Stock Purchase Warrant held by Hudson Bay or its designees for 155,000 shares of Common Stock to be issued in reliance on the exemption from registration provided by Section 3(a)(9) of the Securities Act, upon the terms and conditions set forth in the Hudson Bay Exchange Agreement.

 

September 2023 Private Placement

 

On September 30, 2023, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. These shares were valued at an aggregate of $444. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

June 2023 Private Placement

 

On June 30, 2023, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $444. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

October 2022 Registered Offering and Private Placement

 

On October 18, 2022, we issued 675,000 shares of our Common Stock for $1.50 per share and pre-funded warrants (the “Pre-Funded Warrants”) exercisable for up to 325,000 shares of our Common Stock for $1.4999 per Pre-Funded Warrant, in a registered direct offering (the “Registered Offering”) to certain institutional investors (the “Investors”). The net proceeds from the Registered Offering were approximately $1.0 million after deducting certain fees due to H.C. Wainwright & Co., LLC (“Wainwright”).

 

In the concurrent private placement (the private placement and the Registered Offering together, the “Offering”), we issued and sold to the Investors warrants to purchase up to 2,000,000 shares of our Common Stock. The warrants are exercisable six months after issuance at an exercise price of $1.60 per share and have a term of two and one-half years from the initial exercise date.

 

The Company engaged Wainwright to act as its exclusive placement agent in connection with the Offering. The Company issued Wainwright, or its designees, warrants to purchase up to 63,000 shares of Common Stock (the “Wainwright Warrants”). The Wainwright Warrants have an exercise price equal to $1.875, or 125% of the offering price per share of Common Stock and are exercisable for five years from the commencement of sales in the Offering.

 

 

The warrants and the Wainwright Warrants were not registered under the Securities Act and were instead offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act. We will receive the proceeds of any cash exercise of the warrants. We intend to use the net proceeds from any cash exercise of the warrants for general corporate purposes, which may include funding capital expenditures and working capital and repaying indebtedness.

 

Gander Foods Agreement

 

On September 25, 2022, we engaged Gander Foods, LLC, a New Jersey limited liability company (“Gander Foods”) to perform services in connection with the rice milling operations of the Company and Golden Ridge Rice Mills, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“GRR”). In exchange for Gander Foods’ services, the Company agreed to pay Gander Foods initial cash compensation of $200,000 (the “Initial Compensation”) and quarterly performance-based cash compensation beginning with the quarter commencing October 1, 2022, if the applicable performance criteria are met during such quarter (the “Performance Compensation”). The Initial Compensation was used by Gander Foods to purchase 38,968 unvested restricted stock units of the Company (“RSUs”), each representing the contingent right to receive one share of the Common Stock. The RSUs were offered and sold in a private placement to an eligible investor pursuant to Section 4(a)(2) of the Securities Act.

 

The Performance Compensation was paid quarterly in an amount of cash equal to (a) the Company’s Adjusted EBITDA generated during the applicable quarterly period (the “Performance Period”), multiplied by (b) a performance multiplier (ranging from 10% to 20%) based on the Company’s aggregate Adjusted EBITDA generated during all Performance Periods that have elapsed in the applicable fiscal year, which may then be used to purchase from the Company (at the election of Gander Foods) a number of RSUs following each quarter equal to (a) the Performance Compensation, divided by (b) the volume weighted average closing price per share of the Common Stock over the 90 consecutive trading days ending on the last day of the applicable Performance Period. The aggregate amount of RSUs purchased by Gander Foods with the Initial Compensation or the Performance Compensation was limited to 1,000,000.

 

On November 1, 2022, we amended the terms of our engagement with Gander Foods, so the Initial Compensation would be used by Gander Foods to purchase an aggregate of 160,000 unvested RSUs. All other terms of the engagement remained the same and were unchanged, and the total amount of RSUs that may be purchased by Gander Foods with the Initial Compensation or the Performance Compensation was still limited to 1,000,000.

 

On January 24, 2024, in connection with the sale of our Wynne, Arkansas facility, we terminated our engagement with Gander Foods. As a result, all unvested RSUs previously issued to Gander Foods vested, resulting in the issuance of 106,667 unrestricted shares of Common Stock to Gander Foods.

 

March 2023 Private Placements

 

On March 31, 2023, we issued 600 shares of Common Stock to a service provider, which is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $444. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

On March 2, 2023, we issued 6,132 shares of Common Stock to a service provider, that is not a natural person, upon vesting of restricted stock units issued as compensation for service provided. The shares were valued at an aggregate of $4,568. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

December 2022 Private Placement

 

On December 31, 2022, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $2,100. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

 

September 2022 Private Placement

 

On September 30, 2022, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $2,100. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

June 2022 Private Placement

 

On June 30, 2022, we issued 600 shares of Common Stock to a service provider, which is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $2,100. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

March 2022 Private Placement

 

On March 31, 2022, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $2,100. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

December 2021 Private Placement

 

On December 31, 2021, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $2,100. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

September 2021 Private Placement

 

On September 30, 2021, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $5,460. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

June 2021 Private Placement

 

On June 30, 2021, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $5,460. We also issued 177,936 shares of Common Stock to warrant holder upon the cash exercise of a warrant with an exercise price of $0.96 per share. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

March 2021 Private Placement

 

On March 31, 2021, we issued 600 shares of Common Stock to a service provider, that is not a natural person, as compensation for service provided. The shares were valued at an aggregate of $5,460. The securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. The issuance was made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

 

 

Item 16.         Exhibits and Financial Statement Schedules.

 

(a)         Exhibits

 

The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference as part of this Registration Statement.

 

 

EXHIBIT INDEX

 

				Incorporated by Reference
Exhibit Number		Exhibit Description		Form		File No.		Exhibit Number		Filing/ Effective Date		Filed Herewith
3.01.01		Restated and Amended Articles of Incorporation filed with the Secretary of State of California on December 13, 2001		10-KSB		000-32565		3.3		April 16, 2002
3.01.02		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 4, 2003		SB-2		333-129839		3.01.1		November 21, 2005
3.01.03		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on October 31, 2003		10-QSB		000-32565		3.4		November 19, 2003
3.01.04		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on September 29, 2005		SB-2		333-129839		3.03		November 21, 2005
3.01.05		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on August 20, 2007		10-Q		000-32565		3.1		August 14, 2007
3.01.06		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on June 30, 2011		8-K		000-32565		3.1		July 5, 2011
3.01.07		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on July 12, 2013		10-Q		000-32565		3.1		August 14, 2013
3.01.08		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on May 30, 2014		S-3		333-196541		3.01.08		June 5, 2014
3.01.09		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on February 15, 2017		S-3		333-217131		3.1.9		April 04, 2017
3.01.10		Certificate of Amendment of Articles of Incorporation filed with the Secretary of State of California on June 18, 2020		10-Q		001-36245		3.1		August 12, 2020
3.01.11		Certificate of Amendment of Articles of Incorporation as filed with the California Secretary of State effective August 25, 2022		8-K		001-36245		3.1		August 25, 2022
3.02		Certificate of Designation of the Rights, Preferences, and Privileges of the Series A Preferred Stock filed with the Secretary of State of California on December 13, 2001		SB-2		333-89790		4.1		June 4, 2002
3.03		Certificate of Determination, Preferences and Rights of Series B Convertible Preferred Stock filed with the Secretary of State of California on October 4, 2005		8-K		000-32565		3.1		October 4, 2005
3.04		Certificate of Determination, Preferences and Rights of Series C Convertible Preferred Stock filed with the Secretary of State of California on May 10, 2006		8-K		000-32565		3.1		May 15, 2006

 

 

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit Number

Filing/ Effective Date

Filed Herewith

3.05		Certificate of Determination, Preferences and Rights of the Series D Convertible Preferred Stock, filed with the Secretary of State of California on October 17, 2008		8-K		000-32565		3.1		October 20, 2008
3.06		Certificate of Determination, Preferences and Rights of the Series E Convertible Preferred Stock, filed with the Secretary of State of California on May 7, 2009		8-K		000-32565		3.1		May 8, 2009
3.07		Certificate of Determination, Preferences and Rights of the Series F Convertible Preferred Stock, filed with the Secretary of State of California on February 18, 2016		8-K		001-36245		3.1		February 23, 2016
3.08		Form of Certificate of Determination of Preferences and Rights of Series G Convertible Preferred Stock, filed with the Secretary of State of California on February 9, 2017		8-K		001-36245		3.1		February 15, 2017
3.09		Certificate of Determination of Series H Junior Preferred Stock		8-K		001-36245		3.1		August 30, 2023
3.10		Bylaws		SB-2		333-134957		3.05		June 12, 2006
3.10.1		Amendment of Bylaws, effective June 19, 2007		8-K		000-32565		3.1		June 25, 2007
3.10.2		Amendment of Bylaws, effective December 4, 2009		8-K		000-32565		3.1		December 10, 2009
3.10.3		Amendment of Bylaws, effective as of February 13, 2017		S-3		333-217131		3.9.4		April 04, 2017
3.10.4		Amendment to Bylaws, effective July 30, 2019		8-K		001-36245		3.1		August 5, 2019
3.10.5		Amendment to Bylaws, effective August 30, 2023		8-K		001-36245		3.1		August 30, 2023
3.11		Certificate of Ownership dated October 3, 2012		8-K		000-32565		3.01		October 10, 2012
4.1		Form of Funicular Warrant		8-K		0-32565		4.1		December 6, 2023
5.01		Opinion of Weintraub Tobin Chediak Coleman Grodin Law Corporation										X
10.01*		Employment Agreement with Todd T. Mitchell dated May 28, 2019		10-Q		001-36245		10.2		May 5, 2020
10.02*		Amended and Restated 2014 Equity Incentive Plan, as amended on June 17, 2020		8-K		001-36245		10.2		July 17, 2020
10.03*		Form of Award of Deferred and Restricted Stock Units for 2014 Equity Incentive Plan		8-K		001-36245		10.3		July 17, 2020
10.04*		Form of Stock Option Agreement for 2014 Equity Incentive Plan		10-K		001-36245		10.72		March 31, 2015
10.05*		Form of Restricted Stock Award Agreement for 2014 Equity Incentive Plan		10-K		001-36245		10.73		March 31, 2015
10.06*		Form of Restricted Stock Unit Award Agreement for 2014 Equity Incentive Plan		8-K		001-36245		10.1		October 3, 2018

 

 

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit Number

Filing/ Effective Date

Filed Herewith

10.07*		Employee Agreement (Offer Letter) with Peter G. Bradley dated August 12, 2020		10-K		001-36245		10.21		February 25, 2021
10.08*		Amendment No. 1 to Restricted Stock Unit Award Grant Notice and Award Agreement with Todd T. Mitchell, effective December 15, 2021		10-K		001-36245		10.08		March 17, 2022
10.09*		Form of Indemnification Agreement for Officers and Directors		10-Q		000-32565		10.2		May 12, 2011
10.10		Form of Award of Contingently Granted Deferred and Restricted Stock Units for 2014 Equity Incentive Plan		10-K		000-32565		10.24		March 17, 2022
10.11		Agreement for Purchase and Sale with Republic Business Credit, LLC dated October 28, 2019		8-K		000-32565		10.1		November 1, 2019
10.12		Purchase Agreement dated December 17, 2019 (Public Offering)		8-K		000-32565		1.1		December 19, 2019
10.13		Form of Securities Purchase Agreement dated September 9, 2021 (Private Placement)		8-K		001-36245		10.1		September 13, 2021
10.14		Form of Registration Rights Agreement dated March 7, 2019		8-K		001-36245		10.3		March 13, 2019
10.15		Form of Registration Rights Agreement dated December 1, 2023 by and between RiceBran Technologies and Funicular Funds, LP		8-K		001-36245		10.2		December 6, 2023
10.16		At Market Issuance Sales Agreement with B Riley FBR, Inc		8-K		001-36245		10.1		March 30, 2020
10.17		Promissory Note dated as of April 15, 2020		8-K		001-36245		10.1		April 16, 2020
10.18		Secured Promissory Note, dated as of December 1, 2023, by and among RiceBran Technologies, Funicular Funds, LP, as holder, Golden Ridge Rice Mills, Inc., as guarantor, and MGI Grain Incorporated, as guarantor		8-K		001-36245		10.6		December 6, 2023
10.19		Mortgage Agreement and Amendment for Purchase and Sale with Republic Business Credit, LLC, dated July 10, 2020		8-K		001-36245		10.1		July 17, 2020
10.20		Mortgage Agreement and Amendment for Purchase and Sale with Republic Business Credit, LLC, dated December 6, 2021		8-K		001-36245		10.1		December 10, 2021
10.21		Mortgage Agreement and Amendment for Purchase and Sale with Republic Business Credit, LLC, dated January 12, 2023		8-K		001-36245		10.1		January 19, 2023

 

 

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit Number

Filing/ Effective Date

Filed Herewith

10.22		Fifth Amendment, Consent and Waiver to the Agreement for Purchase and Sale, dated as of December 1, 2023, by and among RiceBran Technologies, Golden Ridge Rice Mills, Inc. and MGI Grain Incorporated, as sellers, and Republic Business Credit, LLC, as purchaser		8-K		001-36245		10.7		December 6, 2023
10.23		Form of Securities Purchase Agreement (Registered Direct Offering and Private Placement)		8-K		001-36245		10.1		October 20, 2022
10.24		Securities Purchase Agreement dated as of December 1, 2023, by and between RiceBran Technologies and Funicular Funds, LP		8-K		001-36245		10.1		December 6, 2023
10.25		Asset Purchase Agreement with Stabil Nutrition LLC, dated as of June 23, 2023		8-K		001-36245		2.1		June 28, 2023
10.26		Letter Agreement with Continental Republic Capital LLC d/b/a Republic Business Credit, dated as of June 23, 2023		8-K		001-36245		10.1		June 28, 2023
10.27		Consulting Services Agreement with CXO Partners dated as of April 6, 2023		S-1/A		001-36245		10.1		April 11, 2023
10.28		Tax Benefits Preservation Plan, dated as of July 6, 2023, with American Stock Transfer & Trust Company, LLC, as Rights Agent		8-K		001-36245		4.1		July 6, 2023
10.29		Agreement for Purchase And Sale with Republic Business Credit, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2019)		8-K		001-36245		10.1		September 14, 2023
10.30		Letter from RSM US LLP to the Securities and Exchange Commission, dated August 23, 2023		8-K		001-36245		16.1		August 23, 2023
10.31		Exchange Agreement, dated as of December 1, by and between RiceBran Technologies and Cove Lane Master Fund LLC		8-K		001-36245		10.3		December 6, 2023
10.32		Exchange Agreement, dated as of December 1, by and between RiceBran Technologies and Sabby Volatility Warrant Master Fund, Ltd.		8-K		001-36245		10.4		December 6, 2023
10.33		Exchange Agreement, dated as of December 1, by and between RiceBran Technologies and Hudson Bay Master Fund Ltd.		8-K		001-36245		10.5		December 6, 2023
21		List of Subsidiaries		10-K		001-36245		21		April 1, 2024
23.01		Consent of Weintraub Tobin Chediak Coleman Grodin Law Corporation (included in Exhibit 5.01)										X
23.02		Consent of Withum Smith+Brown PC										X

 

 

Incorporated by Reference

Exhibit Number

Exhibit Description

Form

File No.

Exhibit Number

Filing/ Effective Date

Filed Herewith

23.03

Consent of RSM US LLP

X

24.01

Power of Attorney – Power of Attorney (Included on Signature Page)

X

101.INS@

Inline XBRL Instance Document

101.SCH@

Inline XBRL Taxonomy Extension Schema Document

101.CAL@

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF@

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB@

Inline XBRL Taxonomy Extension Label Linkbase Document

X101.PRE@

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

107

Filing Fee Table

X

 

---

*	Indicates a management contract or compensatory plan, contract or arrangement in which any Director or any Executive Officer participates.

@

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

(b)         Financial Statement Schedules

 

No financial statement schedules are provided because the information called for is not required or is shown either in the financial statements or the notes thereto.

 

Item 17.         Undertakings

 

The undersigned registrant hereby undertakes:

 

(1)	To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

 

(i)

To include any prospectus required by Section 10(a)(3) of the Securities Act;

 

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;

 

(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the registration statement is on Form S-1 and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the registration statement.

 

 

(2)

That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3)	To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4)

That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(5)	That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

 

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(i)

Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

 

(ii)

Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

 

(iii)

The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

 

(iv)

Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

 

The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Tomball, State of Texas on April 19, 2024.

 

	RICEBRAN TECHNOLOGIES
	By:	/s/ Eric Tompkins
		Eric Tompkins
		Director and Executive Chairman

 

 

POWER OF ATTORNEY AND SIGNATURES

 

Each person whose signature appears below constitutes and appoints Eric Tompkins, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including, without limitation, post-effective amendments) to this registration statement and any and all additional registration statements pursuant to Rule 462(b) of the Securities Act and to file the same, with all exhibits thereto and all other documents in connection therewith, with the SEC, granting unto each said attorney-in-fact and agent full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their, his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of the registrant in the capacities and on the dates indicated.

 

Name		Title		Date
/s/ Eric Tompkins		Director and Executive Chairman		April 19, 2024
Eric Tompkins		(Principal Executive Officer)
/s/ William J. Keneally		Interim Chief Financial Officer and		April 19, 2024
William J. Keneally		Secretary
/s/ James P. Flynn		Director		April 19, 2024
James P. Flynn
/s/ David I. Chemerow		Director		April 19, 2024
David I. Chemerow
/s/ Georgina Russell		Director		April 19, 2024
Georgina Russell
/s/ Brent D. Rosenthal		Director		April 19, 2024
Brent Rosenthal

 

Exhibit 5.01

 

 

April 19, 2024

 

RiceBran Technologies
25420 Kuykendahl Rd., Suite B300

Houston, TX 77375

 

 

Re:         Registration Statement on Form S-1

 

 

Ladies and Gentlemen:

 

You have requested our opinion with respect to certain matters in connection with the filing with the Securities and Exchange Commission (the "Commission"), by RiceBran Technologies, a California corporation (the "Company"), of a Registration Statement on Form S-1 (the “Registration Statement”), including a related prospectus to be filed with the Commission pursuant to Rule 424(b) of Regulation C (the "Prospectus") under the Securities Act of 1933, as amended, relating to the resale from time to time by the selling stockholders named in the Registration Statement (the “Selling Stockholders”) of up to 7,232,428 shares of the Company's common stock, no par value per share (the "Shares"), in the manner set forth in the Registration Statement. The Shares consist of (i) 2,222,222 shares of the Company’s common stock, and (ii) up to 5,010,206 shares (the “Warrant Shares”) of the Company’s common stock issuable upon the exercise of outstanding warrants of the Company (the “Warrants”), as described in the Registration Statement.

 

In connection with this opinion, we have examined and relied upon the Registration Statement and related Prospectus; the Company's articles of incorporation, as amended and restated to date; the Company’s Bylaws as in effect on the date hereof; the Warrants; and certain resolutions and minutes of meetings of the Board of Directors of the Company relating to the issuance of the Warrants, the Shares and the Registration Statement. We have considered such matters of law and of fact, including the examination of originals or copies, certified or otherwise identified to our satisfaction, of such records, documents, certificates, and other instruments of the Company, certificates of officers, directors and representatives of the Company, certificates of public officials, and such other documents as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As to matters of fact material to our opinions, we have relied, without independent verification, on certificates and other inquiries of officers of the Company. We have assumed without investigation the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof, and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof, the accuracy and completeness of all records made available to us by the Company, and that all offers and sales of the Shares will be made in compliance with the securities laws of the states having jurisdiction thereof. We have also assumed that (i) the Registration Statement and any amendments thereto (including post-effective amendments) have become effective and will continue to be effective at the time of the resale of any Shares, (ii) if necessary, a prospectus supplement will have been prepared and filed with the Commission describing any Shares offered thereby or any Selling Stockholders, (iii) all Shares will be sold in the manner stated in the Registration Statement and, if necessary, the applicable prospectus supplement, and (iv) at the time of the offering, there will not have occurred any changes in the law affecting the authorization, execution, delivery, validity or enforceability of the Shares.

 

 

The opinions set forth in this letter are limited solely to the federal laws of the United States of America and the State of California, and we express no opinion as to the laws of any other jurisdiction.

 

Based upon the foregoing, and in reliance thereon, we are of the opinion that the Shares have been duly authorized and when the Warrant Shares are issued upon exercise of the Warrants in accordance with the terms of the Warrants, upon receipt of the consideration contemplated thereby, such Shares will be validly issued, fully paid and nonassessable.

 

We consent to the reference to our firm under the caption "Legal Matters" in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. In giving our consent, we do not admit that we are “experts” within the meaning of Section 11 of the Securities Act or within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
/s/ Weintraub Tobin Chediak Coleman Grodin Law Corporation
WEINTRAUB TOBIN CHEDIAK COLEMAN GRODIN LAW CORPORATION

 

Exhibit 23.02

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Prospectus constituting a part of this Registration Statement on Form S-1 of our report dated March 29, 2024, which includes an explanatory paragraph regarding the substantial doubt about the Company's ability to continue as a going concern, relating to the consolidated financial statements of RiceBran Technologies, as of and for the year ended December 31, 2023 included in the Annual Report on Form 10-K.

 

We also consent to the reference to our firm under the caption “Experts” in the Prospectus.

 

/s/ WithumSmith+Brown, PC
Whippany, New Jersey
April 19, 2024

 

 

Exhibit 23.03

 

 

 

Consent of Independent Registered Public Accounting Firm

 

 

We consent to the incorporation by reference in this Registration Statement on Form S-1 and related prospectus of RiceBran Technologies of our report dated March 16, 2023, relating to the consolidated financial statements of RiceBran Technologies, appearing in the Annual Report on Form 10-K of RiceBran Technologies for the year ended December 31, 2023. We also consent to the reference to our firm under the heading “Experts” in such prospectus.

 

As discussed in Note 3 to the consolidated financial statements, the 2022 consolidated financial statements and disclosures have been restated to retrospectively apply discontinued operations. We have not audited the adjustments to the 2022 consolidated financial statements to retrospectively apply discontinued operations, as described in Note 3.

 

 

/s/ RSM US LLP

 

Houston, Texas

April 19, 2024

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1
(Form Type)

 

RiceBran Technologies
(Exact Name of Registrant as Specified in its Charter)

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered (1)				Proposed Maximum Offering Price Per Unit (2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Common Stock, no par value		457(c)			7,232,428			$	0.138			$	998,075				0.00014760			$	147.32
				Total Offering Amounts												$	998,075							$	147.32
				Total Fees Previously Paid																				$	0
				Total Fee Offsets																				$	0
				Net Fee Due																				$	147.32

 

---

(1)

All of the shares of the Company’s common stock, no par value (the “Common Stock”) offered hereby for the account of the selling shareholders named herein and consists of (i) 2,222,222 shares of Common Stock and (ii) 5,010,206 shares of Common Stock issuable upon the exercise of outstanding warrants. Pursuant to Rule 416 of the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of Common Stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. This Registration Statement also covers an indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities issued hereunder.

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act. The offering price per share and aggregate offering price are based upon the average of the high and low prices per share of Common Stock as reported on the OTC Market (Pink) on April 12, 2024, a date within five business days prior to the filing of this Registration Statement.

 

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