UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. )1
RiceBran
Technologies
(Name of Issuer)
Common Stock, No Par Value
(Title of Class of Securities)
762831303
(CUSIP Number)
JACOB MA-WEAVER
CABLE CAR CAPITAL LLC
601 California Street, Suite 1151
San Francisco, California 94108
(415) 857-1965
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
December 1, 2023
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties
to whom copies are to be sent.
| 1 | The remainder of this cover page shall be filled out for a reporting
person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
| CUSIP No. 762831303 |
|
13D |
|
Page 2 of 10 Pages |
|
1 |
NAME
OF REPORTING PERSON
Funicular
Funds, LP |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE VOTING
POWER
7,232,428 (1) |
| 8 |
SHARED VOTING
POWER
0 |
| 9 |
SOLE DISPOSITIVE
POWER
7,232,428
(1) |
| 10 |
SHARED DISPOSITIVE
POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,232,428
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.98%
(1) |
| 14 |
TYPE
OF REPORTING PERSON
PN |
| (1) |
The reporting person’s ownership consists of (i) 2,222,222 shares of common stock and (ii) 5,010,206 shares of common stock issuable upon exercise of the Warrants (as defined herein), which are subject to exercise limitations. |
| CUSIP
No. 762831303 |
|
13D |
|
Page
3 of 10 Pages |
|
1 |
NAME
OF REPORTING PERSON
Cable
Car Capital LLC (2) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
California |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
7,232,428
(1) |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
7,232,428
(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,232,428
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.98% (1) |
| 14 |
TYPE
OF REPORTING PERSON
IA,
PN |
| (1) |
The reporting person’s ownership consists of (i) 2,222,222 shares of common stock and (ii) 5,010,206 shares of common stock issuable upon exercise of the Warrants (as defined herein), which are subject to exercise limitations. |
| (2) |
Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the Common Stock held by Funicular Funds, LP. |
| CUSIP No. 762831303 |
|
13D |
|
Page 4 of 10 Pages |
|
1 |
NAME
OF REPORTING PERSON
Jacob
Ma-Weaver (2) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a)
☐
(b)
☐ |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
☐ |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
USA |
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH |
7 |
SOLE
VOTING POWER
7,232,428
(1) |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
7,232,428
(1) |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,232,428
(1) |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |
☐ |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
49.98% (1) |
| 14 |
TYPE
OF REPORTING PERSON
IN |
| (1) |
The reporting person’s ownership consists of (i) 2,222,222 shares of common stock and (ii) 5,010,206 shares of common stock issuable upon exercise of the Warrants (as defined herein), which are subject to exercise limitations. |
| (2) |
Cable Car Capital LLC, as the General Partner of Funicular Funds, LP, and Jacob Ma-Weaver, as the Managing Member of Cable Car Capital LLC, may each be deemed the beneficial owner of the Common Stock held by Funicular Funds, LP. |
| CUSIP No. 762831303 |
|
13D |
|
Page 5 of 10 Pages |
| Item 1. | Security and Issuer |
The security to which this statement relates is the
common stock, no par value (the “Common Stock”), of RiceBran Technologies (the “Issuer”), whose principal executive
offices are located at 25420 Kuykendahl Rd., Suite B300, Tomball, TX 77375.
| Item 2. | Identity and Background |
(a) This
statement is being filed by Funicular Funds, LP (the “Fund”), a Delaware limited partnership, with respect to the Common Stock
beneficially owned and held of record by the Fund. The General Partner of the Fund is Cable Car Capital LLC (“Cable Car”),
a California limited liability company which serves as investment adviser to the Fund pursuant to a written advisory agreement. Jacob
Ma-Weaver, a United States citizen, is the Managing Member of Cable Car and the ultimate individual responsible for directing the voting
and disposition of Common Stock held by the Fund.
Each of the Fund and Mr. Ma-Weaver are referred to
as a “Reporting Person” and collectively as the “Reporting Persons.”
(b) The
principal business address for the Reporting Persons is 601 California Street, Suite 1151, San Francisco, California 94108.
(c) The
Fund is a private investment partnership whose principal business is investing and trading in securities. Cable Car is an investment adviser
registered with the state securities authority of California. Its principal business is investment management. Mr. Ma-Weaver has sole
discretionary authority over the accounts of the Fund.
(d) During
the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During
the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding been subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Considerations |
The Common Stock to which this Schedule 13D relates
was acquired for an aggregate purchase price of $400,000. Funds for the purchase were obtained from the available working capital of the
Fund. Although the Fund has the ability to obtain margin loans in the ordinary course of its business, no part of the purchase price was
obtained on margin or through any other borrowings.
| CUSIP No. 762831303 |
|
13D |
|
Page 6 of 10 Pages |
| Item 4. | Purpose of Transaction |
On December 1, 2023, the Fund entered into a securities
purchase agreement with the Issuer pursuant to which the Issuer sold and issued (i) a secured promissory note (the “Note”)
in the principal amount of $4,000,000, (ii) 2,222,222 shares of the Issuer’s Common Stock, and (iii) warrants (the “Warrants”)
to purchase 5,010,206 shares of Common Stock, for an aggregate purchase price of $4,000,000 (collectively, the “Private Placement”).
The Warrants will be exercisable at a price of $0.18
per share, subject to the terms and conditions of a Warrant Agreement dated December 1, 2023. The Warrants are exercisable at any time
on or after December 1, 2023 until the expiration thereof, provided that the Company has a sufficient number of shares of authorized Common
Stock under the Company’s Restated and Amended Articles of Incorporation to permit such exercise. The Warrants have a term of five
years from the date of issuance.
The Reporting Persons purchased the Common Stock
based on the Reporting Persons’ belief that the Common Stock, when purchased, was undervalued and represented an attractive investment
opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability
of the Common Stock at prices that would make the purchase or sale of the Common Stock desirable, the Reporting Persons may endeavor to
increase or decrease their position in the Issuer through, among other things, the purchase or sale of the Common Stock on the open market
or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
Except as set forth herein or such as would occur
upon or in connection with completion of, or following, any of the actions discussed herein, no Reporting Person has any present plan
or proposal that otherwise would relate to or result in any of the matters set forth herein. The Reporting Persons intend to review their
investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial
position and investment strategy, the price levels of the Common Stock, conditions in the securities markets and general economic and
industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they
deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging
in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including
potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals
to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential
business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s
financial and/or operational performance, purchasing additional Common Stock, selling some or all of their Common Stock, engaging in short
selling of or any hedging or similar transaction with respect to the Common Stock, including swaps and other derivative instruments, or
changing their intention with respect to any and all matters referred to in Item 4.
| Item 5. | Interest in Securities of the Issuer |
(a) The
Reporting Persons’ ownership consists of (i) 2,222,222 shares of Common Stock and (ii) 5,010,206 shares of Common Stock issuable
upon exercise of the Warrants. The aggregate percentage of Common Stock reported owned by the Reporting Persons is based on 14,469,615
as-exercised shares outstanding inclusive of the following amounts reported by the Issuer on Form 8-K filed with the Securities and Exchange
Commission on December 6, 2023: (i) 6,608,376 shares outstanding as of September 30, 2023, (ii) the 5,010,206 Warrants beneficially owned
by the Fund, (iii) 150,000 shares of Common Stock issued to Cove Lane Master Fund LLC in exchange of existing Series A Warrants, (iv)
323,810 shares of Common Stock issued to Sabby Volatility Warrant Master Fund, Ltd in exchange of the existing Common Stock Purchase Warrant
held by Sabby, and (v) 155,000 shares of Common Stock issued to Hudson Bay Master Fund Ltd. in exchange of the existing Common Stock Purchase
Warrant held by Hudson Bay.
As of the close of business on December 1, 2023,
the Fund beneficially owned 2,222,222 shares of Common Stock and 5,010,206 Warrants. Cable Car, as the General Partner of the Fund, may
be deemed the beneficial owner of the 2,222,222 shares of Common Stock and 5,010,206 Warrants owned by the Fund. Mr. Ma-Weaver, as the
Managing Member of Cable Car, may be deemed the beneficial owner of the 2,222,222 shares of the Common Stock and 5,010,206 Warrants owned
by the Fund.
(b) The
Fund has sole voting and dispositive power over the Common Stock reported herein.
(c) The
transactions in the Common Stock by the Fund during the past sixty days are set forth in Schedule A and are incorporated herein by reference.
None of Cable Car or Mr. Ma-Weaver have entered into any transactions in the Common Stock during the past sixty days. Each Reporting Person
and Cable Car disclaims beneficial ownership of such Common Stock except to the extent of his or its pecuniary interest therein.
(d) No person
other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds
from the sale of, the Common Stock.
(e) Not
applicable.
| CUSIP No. 762831303 |
|
13D |
|
Page 7 of 10 Pages |
| Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
There are no contracts, arrangements, understandings,
or relationships between the Reporting Persons and any other person with respect to the securities of the Issuer.
| Item 7. | Material to Be Filed as Exhibits |
Exhibit A. Joint Filing Agreement
| CUSIP No. 762831303 |
|
13D |
|
Page 8 of 10 Pages |
Signature
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.
Dated: December 11, 2023
| |
FUNICULAR FUNDS, LP |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member of the General Partner |
| |
|
|
|
| |
CABLE CAR CAPITAL LLC |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member |
| |
|
|
|
| |
JACOB MA-WEAVER |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| CUSIP No. 762831303 |
|
13D |
|
Page 9 of 10 Pages |
Schedule A
Transactions
in the Common Stock of the Issuer During the Past Sixty Days
| Nature of the Transaction | |
Securities
Purchased/(Sold) | | |
Price ($) | | |
Date of
Purchase / Sale |
| Purchase | |
| 2,222,222 | | |
$ | 0.18 | | |
12/1/2023 |
| CUSIP No. 762831303 |
|
13D |
|
Page 10 of 10 Pages |
Exhibit A
The undersigned acknowledge and agree that the
foregoing statement on Schedule 13D, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement
on Schedule 13D, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.
The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy
of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information
concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: December 11, 2023
| |
FUNICULAR FUNDS, LP |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member of the General Partner |
| |
|
|
|
| |
CABLE CAR CAPITAL LLC |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
| |
|
Name: |
Jacob Ma-Weaver |
| |
|
Title: |
Managing Member |
| |
|
|
|
| |
JACOB MA-WEAVER |
| |
|
| |
By: |
/s/ Jacob Ma-Weaver |
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