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): February 13, 2017
RICEBRAN TECHNOLOGIES
(Exact Name of Registrant as Specified in Charter)
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
February 16, 2017, RiceBran Technologies (the “Company”)
received a determination letter (the “Letter”) from the Nasdaq Listing
Qualifications Staff (the “Staff”) stating that the Company has 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”). As previously reported in the
Company’s Current Report on Form 8-K, as filed with the SEC on August
24, 2016, the Company received a notification letter from The Nasdaq
Stock Market LLC (“Nasdaq”) indicating that, based on the Company’s
Quarterly Report on Form 10-Q for the quarter ended June 30, 2016, the
Company failed to comply with the Minimum Stockholders’ Equity
Requirement. On November 15, 2016, based on information the Company
submitted to Nasdaq, the Staff granted the Company the maximum allowable
180 day extension to February 14, 2017 to evidence compliance with the
Minimum Stockholders’ Equity Requirement.
The
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 requests a hearing before the Nasdaq Hearing
Panel (the “Panel”).
The
Company intends to request a hearing before the Panel to appeal the
Letter in accordance with Nasdaq rules and as stated in the
Letter. At the hearing, the Company intends to present a plan to
regain compliance with the Minimum Stockholders’ Equity Requirement and
request that the Panel allow the Company additional time within which to
regain compliance.
The
hearing will stay any delisting action in connection with the notice
and allow the continued listing of the Company’s common stock on The
Nasdaq Capital Market until the Panel renders a decision subsequent to
the hearing, and the Company’s common stock will continue to trade on
The Nasdaq Capital Market under the symbol “RIBT” until such time.
There
can be no assurance that the Company will meet the Minimum
Stockholders’ Equity Requirement during any compliance period or in the
future, or otherwise meet Nasdaq compliance standards, or that Nasdaq
will grant the Company any relief from delisting as necessary, or that
the Company will be able to ultimately meet applicable Nasdaq
requirements for any such relief.
Item 5.07 |
Submission of Matters to a Vote of Security Holders.
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A
Special Meeting of Shareholders of RiceBran Technologies was held on
February 13, 2017. At the Special Meeting, the shareholders voted
on the following proposals and cast their votes as described below.
1. Approved
an amendment to our articles of incorporation to increase the
authorized number of shares of common stock from 25,000,000 to
50,000,000 and cast their votes as described below.
Votes For
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Votes Against
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Abstained
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Broker Non-Votes
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7,545,883
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1,249,470
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51,751
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0
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2. Approved an amendment to the bylaws to eliminate cumulative voting for directors and cast their votes as described below.
Votes For
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Votes Against
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Abstained
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Broker Non-Votes
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5,751,308
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484,137
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39,786
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2,571,873
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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: February 17, 2017
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By:
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/s/ J. Dale Belt
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Jerry Dale Belt
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Chief Financial Officer
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(Duly Authorized Officer)
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