Item 3.02 Unregistered Sales of Equity Securities
On September 25, 2022 (the "Effective Date"), RiceBran Technologies (the
"Company") engaged Gander Foods, LLC, a New Jersey limited liability company
(the "Operator"), to perform services in connection with the rice milling
operations of the Company and Golden Ridge Rice Mills, Inc., a wholly owned
subsidiary of the Company ("Golden Ridge"). The Operator is not a natural
person.
In exchange for the Operator's services, the Company has agreed to pay the
Operator 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
will be used by the Operator to purchase 38,968 unvested restricted stock units
of the Company ("RSUs"), each representing the contingent right to receive one
share of the Company's Common Stock, no par value per share ("Common Stock").
The Performance Compensation will be 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 the Operator) 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, as reported by Nasdaq, over the 90
consecutive trading days ending on the last day of the applicable Performance
Period. The aggregate amount of RSUs purchased by the Operator with the Initial
Compensation or the Performance Compensation will not exceed 1,000,000.
The RSUs purchased by the Operator in respect of the Initial Compensation will
vest in substantially equal installments on the first three anniversaries of
October 1, 2022, subject to the Operator's continuous service to Golden Ridge
through each such vesting date. The RSUs, if any, purchased by the Operator in
respect of the Performance Compensation will be fully vested at the time of
purchase.
The RSUs are being offered and sold in a private placement to an eligible
investor pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended
(the "Securities Act"). The RSUs and underlying shares of Common Stock have not
been registered under the Securities Act, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States absent
registration under or an applicable exemption from registration under the
Securities Act and any applicable state securities laws.
Neither this Current Report on Form 8-K nor any exhibit attached hereto is an
offer to sell or the solicitation of an offer to buy shares of Common Stock or
other securities of the Company.
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