Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule
or Standard; Transfer of Listing
On June 13, 2023, RiceBran Technologies (the "Company") received a notice (the
"Notice") from the Listing Qualifications Department (the "Staff") of The Nasdaq
Stock Market LLC ("Nasdaq") that the Company has not been in compliance with the
minimum closing bid price of $1.00 per share (the "Minimum Bid Price
Requirement") for a period of 30 consecutive business days as required by Nasdaq
Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. The
Company has been granted 180 calendar days, or until December 11, 2023, to
regain compliance with Minimum Bid Price Requirement. This Notice has no
immediate effect on the Company's Nasdaq listing or the trading of its common
stock.
According to the Notice, if at any time before December 11, 2023, the closing
bid price of the Company's security is at least $1.00 per share for a minimum of
10 consecutive business days, the Staff will provide written notification that
the Company has achieved compliance with the Minimum Bid Price Requirement, and
the matter will be resolved. If, however, compliance with the Minimum Bid Price
Requirement cannot be demonstrated by December 11, 2023, the Company may be
eligible for an additional 180-day compliance period. To qualify for additional
time, the Company would be required to meet the continued listing requirement
for market value of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, with the exception of the Minimum Bid Price
Requirement, and would need to provide written notice of a plan to cure the
deficiency during the second compliance period, by effecting a reverse stock
split, if necessary. If the Company meets these requirements, Nasdaq will inform
the Company that it has been granted an additional 180 calendar days to regain
compliance. However, if it appears to the Staff of Nasdaq that the Company will
not be able to cure the deficiency, or if the Company is otherwise not eligible,
the Staff will provide notice to the Company that its securities will be subject
to delisting. At that time, the Company may appeal the Staff's delisting
determination to a Nasdaq Hearing Panel (the "Panel"). There can be no assurance
that, if the Company does appeal the Staff's delisting determinations to the
Panel, such appeal would be successful.
The Company intends to monitor the closing bid price of its common stock and
will consider available options to regain compliance with the Minimum Bid Price
Requirement.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 9, 2023, Peter G. Bradley notified the Company's Board of Directors (the
"Board") of his decision to resign from his position as a director of the
Company and Executive Chairman, effective immediately. Mr. Bradley's resignation
was not due to any disagreement with the Company known to any executive officer
of the Company on any matter relating to the Company's operations, policies or
practices. On June 10, 2023 and June 12, 2023, respectively, each of Will T.
Black and Jean M. Heggie notified the Board of his and her decision to resign
from his and her position as a director, effective immediately. The resignation
of each of Mr. Black and Ms. Heggie was not due to any disagreement with the
Company known to any executive officer of the Company on any matter relating to
the Company's operations, policies or practices. At the time of his and her
resignation, Mr. Black and Ms. Heggie were serving as members of the Company's
audit committee, compensation committee and nominating and governance committee.
On June 13, 2023, the Board appointed Eric Tompkins to serve as a director and
Executive Chairman, effective immediately.
In connection with his appointment and in recognition of Mr. Tompkins' increase
responsibilities, the Company increased Mr. Tompkins' annual base salary from
$200,000 to $300,000 per year. Other than the salary increase, the Company did
not enter into any material plan, contract or arrangement with Mr. Tompkins in
connection with his appointment as director and Executive Chairman.
Mr. Tompkins, 61, joined the Company in 2019, bringing over 30 years of
experience in agricultural commodity processing. Most recently, Mr. Tompkins
became the President and CEO of MGI Grain Processing, LLC ("MGI") in 2017, where
he oversaw all organizational functions, and he remained in this role following
the Company's acquisition of MGI in April 2019. Mr. Tompkins's career includes
over 25 years with ConAgra Foods where he began his career in grain
procurement/risk management, later transitioning to National Account sales, and
lastly serving as Director of National Account Sales. Mr. Tompkins graduated
from the University of Colorado with a BA in Economics and International
Affairs. He received his Master of International Management from the
Thunderbird-American Graduate School of International Management.
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There are no family relationships between Mr. Tompkins 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. Tompkins and any other persons pursuant to which he
was selected as a director and Executive Chairman.
Item 7.01 Regulation FD Disclosure.
On June 13, 2023, the Company issued a press release in connection with Mr.
Tompkins' appointment. 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.
The information in this Item 7.01 and Exhibit 99.1 shall not be deemed "filed"
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), or otherwise subject to the liabilities of that section.
This information shall not be deemed to be incorporated by reference in any
filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference to such disclosure in this
Form 8-K in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
The following exhibits are furnished as part of this report.
Exhibit
Number Description
99.1 Press Release, dated June 13, 2023, of RiceBran Technologies
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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