RiceBran Technologies adopts poison pill to protect $54.4M in NOLs

RiceBran Technologies

As of Dec 31, 2022, RIBT has ~$54.4M federal NOLs; ~$44.7M not subject to Section 382 limitation.
Rights plan: one right per common share, record date July 17, 2023; triggers at 4.95% ownership.
If triggered, non-triggering holders can purchase common stock at a 50% discount to market price.
Existing holders at or above 4.95% grandfathered; plan expires July 6, 2026 unless earlier terminated.

item 1.01 item 3.03 item 5.03 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

RiceBran Technologies: Approved and filed Certificate of Determination creating Series H Junior Participating Preferred Stock.

Change: charter amendment

Exact text from the filing

In connection with the adoption of the Rights Agreement, the Board approved a Certificate of Determination of Series H Junior Participating Preferred Stock (the “ Certificate of Determination ”). The Certificate of Determination was filed with the Secretary of State of the State of California.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

RiceBran Technologies entered into Tax Benefits Preservation Plan with American Stock Transfer & Trust, LLC valued at Rights to purchase one one-thousandth of a share of Series H Preferred Stock at $6.00 per right (effective 2023-07-06).

Action: entry
Counterparty: American Stock Transfer & Trust, LLC
Value: Rights to purchase one one-thousandth of a share of Series H Preferred Stock at $6.00 per right
Effective: 2023-07-06

Exact text from the filing

The description and terms of the Rights are set forth in the Tax Benefits Preservation Plan, dated as of July 6, 2023 (the “ Rights Agreement ”), by and between the Company and American Stock Transfer & Trust, LLC, as rights agent (the “ Rights Agent ”).

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Source: SEC EDGAR

accession 0001437749-23-019508

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