Item 1.01 Entry into a Material Definitive Agreement
On April 6, 2023, RiceBran Technologies (the "Company") entered into a
consulting services agreement with CXO Partners, a new services firm of TechCXO
(the "Consulting Services Agreement") wherein CXO Partners will provide
financial consulting services to the Company for a minimum period of one month.
The Company has agreed to pay CXO Partners a monthly consulting fee of $45,000.
A copy of the Consulting Services Agreement is furnished as Exhibit 10.1 to this
Current Report.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On April 5, 2023, Todd T. Mitchell notified the Company of his decision to
resign from his position as Chief Operating Officer and Chief Financial Officer,
effective as of April 17, 2023. The Board appointed William J. Keneally on April
5, 2023 to serve as Interim Chief Financial Officer, effective April 17, 2023.
In connection with Mr. Keneally's appointment, the Company did not enter into
any material plan, contract or arrangement directly with Mr. Keneally. However,
as noted in Item 1.01 above, the Company did enter into the Consulting Services
Agreement pursuant to which Mr. Keneally will provide services as Interim Chief
Financial Officer to the Company.
Mr. Keneally, 60, is an accomplished public company finance executive with
significant and diverse international management and operating experience and
proven abilities in strategy, acquisitions, divestitures, valuations, analysis,
restructuring, IPO, financial and operating systems, taxation, treasury,
corporate finance and accounting. During his three-decade career, he has helped
execute strategic exit transactions of more than $4 billion, in the aggregate,
as well as multiple mergers and acquisitions.
Mr. Keneally is also a Partner at CXO Partners, a new services firm of TechCXO,
a provider of on-demand fractional and interim C-Suite executives for companies
with annual revenues in the range of $30 million to $500 million-plus. He
previously served as Chief Accounting Officer of Flutterwave, Inc., a
venture-backed, African-focused provider of technology to enable individuals and
businesses of all sizes to sell online, process receipts and payments, build
financial products and use other specialized business tools. In this role, Mr.
Keneally directed the initial and ongoing US GAAP and IFRS accounting and audits
of the company's approximately 50 global subsidiaries. Mr. Keneally held a
currently inactive CPA designation in the State of New York, and he received his
Bachelor of Business Administration - Accounting Concentration from the
University of Notre Dame.
There are no family relationships between Mr. Keneally and any director or
executive officer of the Company or any person nominated or chosen by the
Company to become a director or executive officer. There are no arrangements or
understandings between Mr. Keneally and any other persons pursuant to which he
was selected as Interim Chief Financial Officer.
Item 8.01 Other Events.
On April 10, 2023, the Company issued a press release in connection with the
appointment of the Interim Chief Financial Officer. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished as part of this report.
Exhibit
Number Description
10.1 Consulting Services Agreement, by and among RiceBran
Technologies and CXO Partners
99.1 Press Release, dated April 10, 2023, of RiceBran Technologies
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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