Item 1.01. Entry into a Material Definitive Agreement.
On
The Company is not obligated to make any sales of Common Stock under the Agreement, and as of the date of this Current Report, the Company does not have specific plans to raise capital by selling Placement Shares. However, given the economic uncertainty associated with the COVID-19 global pandemic, the Company wants to maintain flexibility to raise capital under the Agreement from time to time as needed for general operations or capital investment opportunities.
Subject to the terms and conditions of the Agreement, B. Riley FBR may sell the
Placement Shares by any method permitted by law deemed to be an "at the market"
offering as defined in Rule 415 of the Securities Act of 1933, as amended,
including, without limitation, sales made by means of ordinary brokers'
transactions on The Nasdaq Capital Market or otherwise at market prices
prevailing at the time of sale, in block transactions, or as otherwise directed
by the
The offering of Placement Shares pursuant to the Agreement will terminate upon the earlier of (i) the sale of all Placement Shares subject to the Agreement, or (ii) termination of the Agreement in accordance with its terms.
The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
A copy of the opinion of
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Placement Shares, nor shall there be any offer, solicitation, or sale of RBT's Common Stock in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
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Item 9.01 Financial Statements and Exhibits
Exhibit No. Description 5.1 Opinion of Counsel Weintraub Tobin Chediak Coleman Grodin Law Corporation 10.1 At Market Issuance Sales Agreement amongRiceBran Technologies and B.Riley FBR, Inc. 23.1 Consent ofWeintraub Tobin Chediak Coleman Grodin Law Corporation (contained in Exhibit 5.1)
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