UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 10, 2017
RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)
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California
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0-32565
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87-0673375
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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6720 N. Scottsdale Road, Suite 390
Scottsdale, AZ
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85253
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (602) 522-3000
(Former name or Former Address, if Changed Since Last Report.)
Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see
General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
March 10, 2017, RiceBran Technologies (the “Company”) received a
notification letter from The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that for 30 consecutive business days the Company’s common
stock did not maintain a minimum closing bid price of $1.00 (“Minimum
Bid Price Requirement”) per share as required by Nasdaq Listing Rule
5550(a)(2) (the “Rule”).
The
Nasdaq notification has no immediate effect on the listing or trading
of the Company’s common stock on The Nasdaq Capital Market. Consistent
with the Rule, Nasdaq provided the Company with a compliance period of
180 calendar days, or until September 6, 2017, to regain compliance with
the Rule. To regain compliance with the Rule, the closing bid price of
the Company’s common stock must meet or exceed $1.00 per share for at
least ten consecutive business days during this 180 calendar day period.
If
the Company does not achieve compliance with the Minimum Bid Price
Requirement by September 6, 2017, Nasdaq will provide written
notification to the Company that the common stock and Class A
warrants are subject to delisting. However, the Company may be
eligible for additional time 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 bid price requirement. To
qualify for more time, the Company will need to provide written
notice of its intention 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. However, if it
appears to Nasdaq that the Company will not be able to cure the
deficiency, or if the Company is otherwise not eligible, Nasdaq will
provide notice that the Company’s securities will be subject to
delisting.
The
Company intends to monitor the closing bid price of its common stock
and may, if appropriate, consider implementing available options to
regain compliance with the Minimum Bid Price Requirement.
As
previously reported in the Current Report on Form 8-K, as filed by the
Company on February 17, 2017 with the Securities and Exchange
Commission, the Company received a determination letter (the “Staff
Determination Letter”) on February 16, 2017 from the Nasdaq Listing
Qualifications Staff stating that the Company had not regained
compliance with the minimum stockholders’ equity requirement of $2.5
million pursuant to Nasdaq Listing Rule 5550(b)(1) (the “Minimum
Stockholders’ Equity Requirement”). The Staff Determination Letter also
stated the Company’s common stock would be delisted from The Nasdaq
Capital Market at the opening of business on February 27, 2017 unless
the Company requested a hearing before the Nasdaq Hearings Panel (the
“Panel”). The Company requested a hearing before the Panel, which is
scheduled for March 30, 2017. At the hearing, the Company will present a
plan to regain compliance with the Minimum Stockholders’ Equity
Requirement and will request that the Panel allow the Company additional
time within which to regain compliance.
Until
the Panel renders a decision subsequent to the hearing, any delisting
action in connection with the Minimum Stockholders’ Equity Requirement
will be stayed and the Company’s common stock and Class A
warrants will continue to trade on The Nasdaq Capital Market under
the symbols “RIBT” and “RIBTW,” respectively. However, there can be no
assurance that the Panel will grant the Company any additional time or
that the Company will meet the Minimum Stockholders’ Equity Requirement
in the near future.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RICEBRAN TECHNOLOGIES
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Date: March 16, 2017
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By:
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/s/ Robert Smith
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Robert Smith
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Chief Executive Officer
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(Duly Authorized Officer)
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