RIBT RiceBran Technologies

(Check One)    

☐Form 10-K     ☐  Form 20-F     ☐  Form 11-K     ☒  Form 10-Q

☐Form 10-D     ☐  Form N-SAR     ☐  Form N-CSR

For Period Ended: June 30, 2023

☐Transition Report on Form 10-K

☐Transition Report on Form 20-F

☐Transition Report on Form 11-K

☐Transition Report on Form 10-Q

☐Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

RiceBran Technologies

Full Name of Registrant

N/A

Former Name if Applicable

25420 Kuykendahl Road, Suite B300

Address of Principal Executive Office (Street and Number)

Tomball, Texas 77375

City, State and Zip Code

(a)

The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

(b)

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

(c)

The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

(1)

Name and telephone number of person to contact in regard to this notification

William J. Keneally

(917)

754-1115

(Name)

(Area Code)

(Telephone Number)

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

☒ Yes   ☐ No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

On June 23, 2023, we completed the sale of assets related to the production of stabilized rice bran and the processing of stabilized rice bran into stabilized rice bran derivatives at facilities located in West Sacramento, California, Mermentau, Louisiana, Lake Charles, Louisiana and Dillon, Montana (the “SRB Business”). 

For the three months ended June 30, 2023, the Registrant expects to report a net loss of $10.3 million, which includes an $8.6 million loss on the sale of the SRB Business, compared to a net loss of $2.6 million reported for the three months ended June 30, 2022. The results of operations of the SRB Business will be presented as discontinued operations in the Registrant’s consolidated statements of operations and are excluded from continuing operations for all periods presented.

The Registrant believes that its results of operations contained herein are materially correct; however, because management's review is ongoing, there can be no assurance that the financial results referred to in this filing will not change upon completion of the review and filing of the Quarterly Report.

Date: August 15, 2023

RICEBRAN TECHNOLOGIES

By:

/s/ William J. Keneally

Name:          William J. Keneally

Title:          Interim Chief Financial Officer and Secretary

ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).