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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