Form 10-Q - Quarterly report [Sections 13 or 15(d)]

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2023

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-36245

RiceBran Technologies

(Exact Name of Registrant as Specified in its Charter)

California

(State or other jurisdiction of

incorporation or organization)

87-0673375

(I.R.S. Employer Identification No.)

25420 Kuykendahl Rd., Suite B300

Tomball, TX

(Address of Principal Executive Offices)

77375

(Zip Code)

(281) 675-2421

(Registrant’s telephone number, including area code)

None

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of each exchange on which registered
Common Stock, no par value per share		RIBT		OTC Markets (Pinks)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company, or an emerging company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
			Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule l2b-2 of the Exchange Act). Yes ☐ No ☒

As of December 13, 2023, there were 9,512,741 shares of common stock outstanding.

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RiceBran Technologies

Index

Form 10-Q

PART I. FINANCIAL INFORMATION			Page
	Item 1.	Financial Statements (Unaudited)	3
		Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2023 and 2022	3
		Condensed Consolidated Balance Sheets as of September 30, 2023, and December 31, 2022	4
		Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2023 and 2022	5
		Notes to Unaudited Condensed Consolidated Financial Statements	6
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	17
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
	Item 4.	Controls and Procedures	18
PART II. OTHER INFORMATION
	Item 1.	Legal Proceedings	19
	Item 1A.	Risk Factors	19
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19
	Item 3.	Defaults Upon Senior Securities	20
	Item 4.	Mine Safety Disclosures	20
	Item 5.	Other Information	20
	Item 6.	Exhibits	20
Signatures			22

Cautionary Note about Forward-Looking Statements

This quarterly report on Form 10-Q contains “forward-looking statements” concerning our operations, economic performance and financial condition. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue, liquidity or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services, products or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing. Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. The forward-looking statements contained herein reflect our current views with respect to future events and are subject to certain risks, uncertainties and assumptions. Actual results may differ materially from those projected in such forward-looking statements due to a number of factors, risks and uncertainties, including the factors that may affect future results set forth in this Quarterly Report on Form 10-Q, in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023. Forward-looking statements speak only as of the date on which they are made, and we disclaim any obligation to update any forward-looking statements as a result of developments occurring after the date of this quarterly report.

Unless the context requires otherwise, references to “we,” “us,” “our” and “the Company” refer to RiceBran Technologies and its consolidated subsidiaries.

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements.

RiceBran Technologies

Condensed Consolidated Statements of Operations

(Unaudited) (in thousands, except share and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

Revenues	$	4,857		$	6,637		$	16,970		$	19,209
Cost of goods sold		5,337			7,199			17,484			20,192
Gross loss		(480	)		(562	)		(514	)		(983	)
Selling, general and administrative expenses		1,250			1,436			4,352			4,021
Loss from continuing operations before other income (expense)		(1,730	)		(1,998	)		(4,866	)		(5,004	)
Interest income		(1	)		7			26			9
Interest expense		(123	)		(125	)		(476	)		(343	)
Change in fair value of derivative warrant liability		53			612			14			24
Other expense		106			(39	)		(3	)		(111	)
Other income		(87	)		-			178			5
Loss from continuing operations before income taxes		(1,782	)		(1,543	)		(5,121	)		(5,420	)
Income tax expense		-			(8	)		(11	)		(20	)
Loss from continuing operations		(1,782	)		(1,551	)		(5,132	)		(5,440	)
Loss from discontinued operations		-			(491	)		(9,009	)		(739	)
Net loss	$	(1,782	)	$	(2,042	)	$	(14,141	)	$	(6,179	)

Basic and diluted loss per common share:
Continuing operations	$	(0.26	)	$	(0.29	)	$	(0.77	)	$	(1.03	)
Discontinued operations		-			(0.09	)		(1.34	)		(0.14	)
	$	(0.26	)	$	(0.38	)	$	(2.11	)	$	(1.17	)

Weighted average number of shares outstanding:
Basic		6,806,353			5,332,308			6,699,963			5,290,780
Diluted		6,806,353			5,332,308			6,699,963			5,290,780

See Notes to Unaudited Condensed Consolidated Financial Statements

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RiceBran Technologies

Condensed Consolidated Balance Sheets

(Unaudited) (in thousands, except share amounts)

	September 30,			December 31,
	2023			2022
ASSETS
Current assets:
Cash and cash equivalents	$	466		$	3,941
Accounts receivable, net of allowance for credit losses of $49 and $27		2,620			3,703
Inventories		514			465
Other current assets		515			735
Current assets held for sale		-			2,224
Total current assets		4,115			11,068
Property and equipment, net		5,937			6,020
Operating lease right-of-use assets		-			77
Intangible assets		295			380
Long-term assets held for sale		-			9,888
Total assets	$	10,347		$	27,433

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	1,414		$	1,232
Commodities payable		2,538			1,546
Accrued salary, wages and benefits		438			489
Accrued legal		1,545			595
Accrued expenses		590			500
Operating lease liabilities, current portion		-			107
Due under bank line of credit		-			1,832
Due under factoring agreement		1,910			3,150
Due under insurance premium finance agreements		195			185
Finance lease liabilities, current portion		136			113
Long-term debt, current portion		1,273			988
Current liabilities held for sale		-			540
Total current liabilities		10,039			11,277
Finance lease liabilities, less current portion		434			320
Long-term debt, less current portion		603			836
Derivative warrant liability		55			69
Long-term liabilities held for sale		-			2,022
Total liabilities		11,131			14,524
Commitments and contingencies
Shareholders' equity (deficit):
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $150, 150 shares, issued and outstanding		75			75
Common stock, no par value, 15,000,000 shares authorized, 6,608,376 shares and 6,309,509 shares, issued and outstanding		328,999			328,551
Accumulated deficit		(329,858	)		(315,717	)
Total shareholders' equity (deficit)		(784	)		12,909
Total liabilities and shareholders' equity	$	10,347		$	27,433

See Notes to Unaudited Condensed Consolidated Financial Statements

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RiceBran Technologies

Condensed Consolidated Statements of Cash Flows

(Unaudited) (in thousands)

	Nine Months Ended September 30,
	2023			2022
Cash flow from operating activities:
Net loss		(14,141	)		(6,179	)
Loss from discontinued operations		(9,009	)		(739	)
Loss from continuing operations		(5,132	)		(5,440	)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations
Depreciation		694			671
Amortization		85			116
Stock and share-based compensation		448			817
Change in fair value of derivative warrant liability		(14	)		(24	)
Other		-			10
Changes in operating assets and liabilities:
Accounts receivable		1,083			(977	)
Inventories		(49	)		106
Accounts payable and accrued liabilities		1,173			822
Commodities payable		993			258
Assets held for sale		-			(827	)
Other		(63	)		(691	)
Net cash used in operating activities of continuing operations		(782	)		(4,652	)
Net cash provided by (used in) operating activities of discontinued operations		(211	)		880
Net cash used in operating activities		(993	)		(3,772	)
Cash flows from investing activities:
Purchases of property and equipment		(611	)		(494	)
Net cash used in investing activities of continuing operations		(611	)		(494	)
Net cash provided by (used in) investing activities of discontinued operations		1,679			(180	)
Net cash provided by (used in) investing activities		1,068			(674	)
Cash flows from financing activities:
Advances on factoring agreement		21,447			28,936
Payments on factoring agreement		(22,687	)		(27,389	)
Advances on bank line of credit		37			1,846
Payments on bank line of credit		(1,869	)		-
Advances on insurance premium finance agreements		263			794
Payments on insurance premium finance agreements		(253	)		(493	)
Capitalized loan costs		(6	)		-
Advances on debt and finance lease agreements		-			377
Payments of debt and finance lease liabilities		(22	)		(967	)
Net cash provided by (used in) financing activities of continuing operations		(3,090	)		3,104
Net cash used in financing activities of discontinued operations		(460	)		(109	)
Net cash provided by (used in) financing activities		(3,550	)		2,995
Net change in cash and cash equivalents	$	(3,475	)	$	(1,451)

Cash and cash equivalents, beginning of period	$	3,941		$	5,825
Net change in cash and cash equivalents		3,475			1,451
Cash and cash equivalents, end of period	$	466		$	4,374

See Notes to Unaudited Condensed Consolidated Financial Statements

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NOTE 1. BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements (interim financial statements) of RiceBran Technologies and its subsidiaries were prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) and the rules and regulations of the Securities and Exchange Commission (the SEC) for reporting on Form 10-Q; therefore, they do not include all of the information and notes required by GAAP for complete financial statements. The interim financial statements contain all adjustments necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented of a normal and recurring nature necessary to present fairly the interim results of operations, financial position and cash flows for the periods presented.

These interim financial statements should be read in conjunction with the consolidated audited financial statements and notes thereto in our Annual Report on Form 10-K for the year ended December 31, 2022, which included all disclosures required by generally accepted accounting principles.

The results reported in these interim financial statements are not necessarily indicative of the results to be expected for the full fiscal year, or any other future period, and have been prepared based on the realization of assets and the satisfaction of liabilities in the normal course of business.

Certain reclassifications have been made to amounts reported for the prior year to achieve consistent presentation with the current year. Such reclassifications had no impact on previously reported net loss or shareholders’ equity.

NOTE 2. LIQUIDITY AND MANAGEMENT’S PLANS

The Company has incurred losses and generated negative cash flows from operations since its inception. As of September 30, 2023, the Company had an accumulated deficit of $329.9 million and cash and cash equivalents of $0.5 million.

Our history of operating losses and negative operating cash flows from continuing operations raised substantial doubt about our ability to continue as a going concern before consideration of management’s plans, however after consideration of management’s recently completed refinancing, we believe substantial doubt about our ability to continue as a going concern within one year after the date that the unaudited condensed consolidated financial statements are issued has been alleviated. The factors that alleviated the substantial doubt are summarized below:

On December 1, 2023, an entity owned by Cable Car Capital LLC, Funicular Funds, LP (Funicular), purchased 0.4 million of shares of common stock of the Company and lent the Company $4.0 million, less an original issue discount of $0.4 million.

Related to this financing, Funicular was also granted warrants to purchase up to 5.0 million shares of common stock of the Company. If Funicular exercised all its warrants, it would own 49.8% of the Company. The Company also exchanged existing warrants with other investors to purchase an aggregate 2.2 million shares of common stock of the Company for an aggregate of approximately 0.6 million shares of common stock of the Company and new warrants to purchase 1.2 million shares of common stock of the Company.

With the proceeds of this financing, the Company repaid its $1.5 million mortgage note (see Note 9) and will use the remaining balance to fund its current and future general working capital and operating, investing and financing cash flow needs.

The Company also believes additional cash can be secured through other debt or structured equity financing, if necessary. However, there can be no assurance that equity or debt financing will be available to the Company should it need it or, if available, that the terms will be satisfactory to the Company and not dilutive to existing shareholders. The Company’s failure to raise capital as and when needed could have significant negative consequences for its business, financial condition, and results of consolidated operations.

NOTE 3. DISCONTINUED OPERATIONS

We continuously assess the composition of our portfolio to ensure it is aligned with our strategic objectives and positioned to maximize return to our shareholders. On June 23, 2023, we completed the sale of our assets related to the SRB Business for $1.8 million in cash and the assumption of $1.7 million of real estate operating leases and other liabilities. The sale agreement contained customary representations, warranties and covenants.

The proceeds, net of expenses, of $1.4 million, and the net carrying value of the SRB Business assets and liabilities assumed as of the date of sale at $10.0 million resulted in our recognition of a loss on sale of $8.6 million. The estimated loss on sale includes no provision for income taxes as it is anticipated the tax benefit for the expected tax loss on disposition will not be realized based on our current U.S. valuation allowance position.

In consideration of the Lender’s (as defined below) consent to the sale and release of securities interests and liens on SRB Business assets, we paid a portion of the amount outstanding on our mortgage promissory note, not exclusively related to the SRB Business, from proceeds of the sale. In addition, we paid liabilities for accumulated paid time off to the employees of the SRB Business. The following table summarizes the initial distribution of proceeds (in thousands).

Purchase price	$	1,800
Estimated expenses, accrued as of June 30, 2023		(375	)
Net proceeds	$	1,425

Repayment of mortgage promissory note	$	450
Payment of paid time off liabilities		215
	$	665

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The following table summarizes the estimated carrying amounts of the SRB Business as of June 23, 2023, the date of sale (in thousands).

Inventories	$	2,252
Other current assets		185
Property and equipment		7,710
Operating lease right of use assets		1,566
Total assets		11,713
Accrued expenses		9
Operating lease liabilities		1,668
Finance lease liabilities		12
Long-term debt		14
Total liabilities		1,703
Net assets sold	$	10,010

The buyer of the SRB Business did not acquire accounts receivable generated by the operation of the SRB Business assets and generally did not assume any accounts payable or accrued expenses related to the operation of the SRB Business through the June 23, 2023, date of sale. We continue to manage collections of those accounts receivable and payments of those liabilities.

We determined that the disposal met the criteria for presentation as discontinued operations in the second quarter of 2023. Accordingly, SRB Business results are presented as discontinued operations in our consolidated statements of operations and are excluded from continuing operations for all periods presented. In addition, the SRB Business assets and liabilities are classified as held for sale in our consolidated balance sheets for December 31, 2022. The operations of the SRB Business are included in our results through the June 23, 2023, date of sale. The following two tables represent activity up to the date of sale.

The following table summarizes the major line items included in loss from discontinued operations related to the SRB Business and divestiture (in thousands).

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023			2022
Revenues	$	-		3,615		$	6,857		$	11,792
Cost of goods sold		-		(3,750	)		(6,796	)		(11,334	)
Selling, general and administrative expenses		-		(329	)		(457	)		(1,144	)
Interest expense		-		(27	)		(28	)		(53	)
Loss from operations of discontinued operations		-		(491	)		(424	)		(739	)
Loss on sale		-		-			(8,585	)		-
Loss from discontinued operations	$	-	$	(491	)	$	(9,009	)	$	(739	)

Depreciation included in cost of goods sold	$	-	$	315		$	646		$	921
Capital expenditures	$	-	$	433		$	111		$	722

The following table summarizes the major line items included in cash flows from discontinued operations related to the SRB Business and divestiture (in thousands).

	Nine Months Ended September 30,
	2023			2022

Net cash provided by (used in) operating activities	$	(211	)	$	880
Net cash provided by (used in) investing activities		1,679			(180	)
Net cash used in financing activities		(460	)		(109	)
Net cash provided to continuing operations	$	(4,483	)	$	(2,042	)

In the nine months ended September 2023, net cash provided by investing activities in the table above is presented in our consolidated statements of cash flows in net cash provided by investing activities of discontinued operations and includes the $1.4 million net proceeds from the sale of the SRB Business. In the nine months ended September 2023, net cash used in financing activities in the table above is presented in our consolidated statements of cash flows used in financing activities of discontinued operations and includes the $0.5 million repayment of our mortgage promissory note from the initial proceeds from the sale.

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The following table summarizes the carrying amounts of major classes of SRB Business assets and liabilities classified as held for sale as of December 31, 2022 (in thousands).

Inventories	$	1,913
Other current assets		311
Property and equipment		8,187
Operating lease right of use assets		1,701
Total assets held for sale	$	12,112
Accrued expenses, including paid time off liabilities of employees of the SRB business		236
Operating lease liabilities		1,841
Finance lease liabilities		17
Long-term debt, including $450 of mortgage promissory note, not exclusively related to the SRB Business		468
Total liabilities held for sale	$	2,562

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent accounting standards not yet adopted

There are no accounting standards not yet adopted that have resulted, or are expected to result in a significant change in practice or have a significant financial impact on our financial position, results of operations or cash flows.

Recently adopted accounting standards.

In June 2016, the Financial Accounting Standards Board issued guidance ASU No. 2016-13 Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments which changes the accounting for credit losses for certain instruments, including trade receivables, from an incurred loss method to a current expected loss method. The measurement of expected credit losses is based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts. We adopted the guidance, and subsequent guidance related to the topic, effective January 1, 2023. Adoption of the standard had no significant impact on our results of operations, financial position, or cash flows as of January 1, 2023. Our provision for doubtful accounts, recoveries of doubtful accounts and accounts receivable charge-offs were immaterial in all periods presented.

NOTE 5. ACCOUNTS RECEIVABLE AND REVENUES

Our accounts receivable potentially subject us to significant concentrations of credit risk. Revenues and accounts receivable from significant customers (customers with revenue or accounts receivable in excess of 10% of consolidated totals) are stated below as a percentage of consolidated totals.

	Customer
	A			B			C			D
% of revenues, three months ended September 30, 2023		26	%		20	%		12	%		4	%
% of revenues, three months ended September 30, 2022		15	%		5	%		11	%		-	%

% of revenues, nine months ended September 30, 2023		28	%		12	%		10	%		3	%
% of revenues, nine months ended September 30, 2022		13	%		8	%		5	%		2	%

% of accounts receivable, as of September 30, 2023		1	%		39	%		16	%		10	%
% of accounts receivable, as of December 31, 2022		12	%		19	%		-	%		-	%

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The following table presents disaggregated revenues (in thousands).

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Rice products	$	3,439	$	4,497	$	11,530	$	11,672
Barley products		1,192		1,481		4,466		5,411
Other		226		659		974		2,126
Revenues	$	4,857	$	6,637	$	16,970	$	19,209

NOTE 6. INVENTORIES

The following table details the components of inventories (in thousands).

	September 30,		December 31,
	2023		2022
Finished goods	$	270	$	228
Raw materials		225		212
Packaging		19		25
Inventories	$	514	$	465

NOTE 7. PROPERTY AND EQUIPMENT

The following table details the components of property and equipment (amounts in thousands).

	September 30,		December 31,		Estimated Useful Lives
	2023		2022		(in years)
Land	$	493	$	493
Furniture and fixtures		-		71	7	-	10
Plant		3,444		3,440	20	-	40 or life of lease
Computer and software		27		382	3	-	5
Leasehold improvements		-		152	5	-	6
Machinery and equipment		6,436		5,758	5	-	15
Property and equipment, cost		10,310		10,296
Less accumulated depreciation		4,373		4,276
Property and equipment, net	$	5,937	$	6,020

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NOTE 8. LEASES

The components of lease expense and cash flows from leases (in thousands) follow.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Finance lease cost:
Amortization of right-of-use assets, included in cost of goods sold	$	36	$	20	$	85	$	59
Interest on lease liabilities		14		6		41		11
Operating lease cost, included in selling, general and administrative expenses:
Fixed leases cost		26		129		80		387
Variable lease cost		20		39		61		125
Short-term lease cost		20		41		96		62
Total lease cost	$	116	$	235	$	363	$	644

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	14	$	6	$	41	$	11
Operating cash flows from operating leases	$	26	$	129	$	80	$	387
Financing cash flows from finance leases	$	35	$	22	$	113	$	68

As of September 30, 2023, variable lease payments do not depend on a rate or index. As of September 30, 2023, property and equipment, net, includes $0.7 million of finance lease right-of-use-assets, with an original cost of $0.9 million. As of December 31, 2022, property and equipment, net, includes $0.8 million of finance lease right-of-use-assets, with an original cost of $0.9 million. During the nine months ended September 30, 2023, we financed the purchase of $0.2 million of property and equipment in noncash finance lease transactions. During the three and nine months ended September 30, 2022, we financed the purchase of $0.1 million and $0.3 million of property and equipment in noncash finance lease transactions.

As of September 30, 2023, we do not believe it is certain that we will exercise any renewal options. The remaining terms of our leases and the discount rates used in the calculation of our lease liabilities as of September 30, 2023, follows.

	Operating Leases		Finance Leases
Remaining leases terms (in years)		-		0.4	-	4.3
Weighted average remaining lease terms (in years)		-		3.9
Discount rates		-		2.8%	-	11.6%
Weighted average discount rate		-		9.6%

Maturities of lease liabilities as of September 30, 2023, follow (in thousands).

	Operating		Finance
	Leases		Leases
2023		-	$	57
2024		-		177
2025		-		167
2026		-		165
2027		-		126
Thereafter		-		4
Total lease payments		-		696
Amounts representing interest				(126	)
Present value of lease obligations	$	-	$	570

NOTE 9. DEBT

We finance certain amounts owed for annual insurance premiums under financing agreements. As of September 30, 2023, amounts due under insurance premium financing agreements are due in monthly installments of principal and interest through March 2024, at an average annual interest rate of 7.5%.

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We borrow under a factoring agreement with a lender (the Lender), which provides a $7.0 million credit facility. We may only borrow to the extent we have qualifying accounts receivable to use as collateral as defined in the agreement. The facility had an initial two-year term and automatically renews for successive annual periods until delivery of a proper termination notice. The facility term automatically extended to October 2024. We incur recurring fees under the agreement, including a funding fee of 0.5% above the prime rate, in no event to be less than 5.5%, on any advances, and a service fee on average net funds borrowed. The Lender has a security interest in our assets and the right to demand repayment of the advances at any time.

The Lender also advanced us $0.9 million effective September 30, 2022 (the Over-advance), pending restructuring of our mortgage promissory note with the Lender. The Over-advance accrued interest at an annual rate which was the greater of 7.0% above the Lender’s prime rate (14.5% at December 31, 2022) and 10.3% until it was repaid in January 2023. As of December 31, 2022, the Over-advance was classified as long-term debt in our consolidated balance sheet as it was refinanced on a long-term basis in January 2023, as discussed below.

Additional information related to our factoring obligation (exclusive of the Over-advance) follows (in thousands).

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Average borrowings outstanding	$	1,293	$	3,150	$	2,355	$	3,036
Interest paid on borrowings		34		51		168		142
Fees paid on borrowings		26		51		131		114

During the nine months ended September 30, 2023, we borrowed under a line of credit with a bank. The borrowing was secured by our cash on deposit with the bank and bore interest at prime. There were no stipulated repayment terms for the line as long as we maintained sufficient cash collateral. We repaid the amounts borrowed under the line of credit in full in April 2023. Our borrowings under the line of credit averaged $0.6 million in the nine months ended September 30, 2023. During the nine months ended September 30, 2023, the average annual interest rate on borrowings was 6.7%.

Long-term debt consists of the following (in thousands).

	September 30,		December 31,
	2023		2022
Mortgage promissory note - Originally dated July 2020. As subsequently modified, interest accrues at an annual rate which is the greater of 7.0% above the Lender's prime rate (15.3% at June 30, 2023) and 10.3% and payable in monthly installments through September 2024. Face amount $2.5 million. Secured by certain real property in Arkansas. December 31, 2022, excludes $450 thousand allocated to discontinued operations.	$	1,730	$	1,761
Equipment note - Dated May 2021. Original principal $46 thousand. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of 3.6% per year.		17		24
Equipment note - Dated June 2023. Original principal $144 thousand. Due in monthly installments through August 2025. Interest accrues at the effective discount rate of 14.0% per year.		129		-
Progress payment agreement - Dated August 2022. Original principal $37 thousand. Interest was payable monthly at the rate of 25.2% per year until obligation was transferred to a finance lease in February 2023.		-		39
Total long-term debt, net	$	1,876	$	1,824

In January 2023, we entered into agreements with the Lender to effect a modification of the terms of the mortgage promissory note. This modification involved us entering into a new mortgage promissory note in the principal amount of $2.5 million. We received $0.3 million in cash, and the Lender applied the remainder of the new principal to the $1.3 million then outstanding on the prior mortgage promissory note and the $0.9 million Over-advance. Under the terms of the January 2023 note, (i) interest accrues at the same rate as the prior note, an annual rate which is the greater of 7.0% above the Lender’s prime rate and 10.3%, and (ii) principal and interest were payable in equal monthly installments through January 2025, under the January note. Prior to the January 2023 modification, principal and interest were payable in equal monthly installments through December 2023. The note is secured by a mortgage on our real property in Arkansas. The current portion of long-term debt on the consolidated balance sheet as of December 31, 2022, reflects the terms of the January 2023 modification.

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Future principal maturities of long-term debt outstanding as of September 30, 2023, follow (in thousands).

2023	$	321
2024		1,403
2025		158
Principal maturities		1,882
Debt issuance costs		(6)
Total long-term debt, net	$	1,876

NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS

A summary of equity activity for the three and nine months ended September 30, 2023 and 2022, follows (in thousands, except share amounts).

	Shares
	Preferred				Preferred		Common			Accumulated
	Series G		Common		Stock		Stock			Deficit			Equity
Balance, December 31, 2022		150		6,309,509	$	75	$	328,551		$	(315,717	)	$	12,909
Common stock awards under equity incentive plans		-		68,693		-		300			-			300
Stock units issued to vendor		-		6,132		-		23			-			23
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(2,028	)		(2,028	)
Balance, March 31, 2023		150		6,384,934		75		328,875			(317,745	)		11,205
Common stock awards under equity incentive plans		-		221,742		-		(12	)		-			(12	)
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(10,331	)		(10,331	)
Balance, June 30, 2023		150		6,607,276	$	75	$	328,883		$	(328,076	)	$	882
Common stock awards under equity incentive plans		-		500		-		96			-			96
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(1,782	)		(1,782	)
Balance, September 30, 2023		150		6,608,376	$	75	$	328,999		$	(329,858	)	$	(784	)

Balance, December 31, 2021	150	5,158,967	$	75	$	326,279	$	(307,859	)	$	18,495
Common stock awards under equity incentive plans	-	22,475		-		241		-			241
Common stock issued to vendor	-	600		-		5		-			5
Net loss	-	-		-		-		(1,516	)		(1,516	)
Balance, March 31, 2022	150	5,182,042		75		326,525		(309,375	)		17,225
Common stock awards under equity incentive plans	-	48,388		-		146		-			146
Common stock issued to vendor	-	600		-		1		-			1
Net loss	-	-		-		-		(2,621	)		(2,621	)
Balance, June 30, 2022	150	5,231,030	$	75	$	326,672	$	(311,996	)	$	14,751
Common stock awards under equity incentive plans	-	-		-		492		-			492
Common stock issued to vendor	-	600		-		2		-			2
Other	-	10,447		-		-		-			-
Net loss	-	-		-		-		(2,042	)		(2,042	)
Balance, September 30, 2022	150	5,242,077	$	75	$	327,166	$	(314,038	)	$	13,203

Share-based compensation by type of award, follows (in thousands).

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023		2022
Stock options	$	69	$	(54	)	$	3	$	(74	)
Restricted stock units		27		464			288		801
Compensation expense related to common stock awards issued under equity incentive plans	$	96	$	410		$	291		727

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We have outstanding (i) restricted stock units issued under our 2014 Equity Incentive Plan (RSUs) to employees and directors and (ii) other restricted stock units held by a service provider (SUs). Each RSU and SU represents a contingent right to receive one share of common stock. Summaries of nonvested and vested restricted stock unit activity follows.

	RSUs										SUs
	Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)		Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)
Nonvested at December 31, 2022		366,818		$	1,024		$	2.79		2.8		160,000		$	201		$	1.26	$	3
Granted		76,088			70			0.93		-		6,132			5			0.75		-
Forfeited		(646	)		(3	)		5.15		0.6		-			-			-		-
Vested with service		(164,781	)		-			-		-		(6,132	)		-			-		-
Expense		-			(274	)		-		-		-			(24	)		-		-
Nonvested at March 31, 2023		277,479			817			2.95		2.6		160,000			182			1.14		2.5
Granted		60,196			60			1.00		-		-			-			-		-
Forfeited		(231,413	)		(881	)		3.81		1.3		-			-			-		-
Vested with service		(60,196	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(16,750	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			12			-		-		-			(19	)		-		-
Nonvested at June 30, 2023		29,316		$	8		$	0.29		0.1		160,000		$	163		$	1.02		2.2
Granted		66,280			29			0.43		-		-			-			-		-
Forfeited		(2,000	)		(8	)		4.00		0.4		-			-			-		-
Vested with service		(92,596	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(500	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			(28	)		-		-		-			(19	)		-		-
Nonvested at September 30, 2023		500		$	1		$	4.12		-		160,000		$	144		$	0.90		2.0

	Number of RSUs
Vested at December 31, 2022		224,725
Vested with service		170,913
Issued at vesting		(74,825	)
Vested at March 31, 2023		320,813
Vested with service		60,196
Vested upon involuntary termination		16,750
Issued at vesting		(221,742	)
Vested at June 30, 2023		176,017
Vested with service		92,596
Vested upon involuntary termination		500
Issued at vesting		(500	)
Vested at September 30, 2023		268,613

As of September 30, 2023, issuance of 268,613 shares of common stock subject to certain RSUs which are vested, is deferred to the date the holder is no longer providing service to our Company.

Under the original terms of certain RSUs outstanding during the periods presented, the nonvested portion of an RSU is vested upon the without-cause involuntary termination of the holder’s service. Under the original terms of all RSUs outstanding during the periods presented, upon voluntary or with-cause termination of the holder’s service, the nonvested portion of an RSU is forfeited and any previously recognized compensation related to the nonvested portion of an RSU is reversed because our policy is to recognize forfeitures as they occur.

In July 2023, we issued an option for the purchase of up to 100,000 shares of our common stock at an exercise price of $1.05 per share. The option was immediately vested and had a grant date fair value of $73 thousand.

Preferred Stock and Tax Benefits Preservation Plan (Rights Agreement)

In July 2023, in connection with the Rights Agreement described below, we designated an eighth series of preferred stock, Series H Junior Participating Preferred Stock, no par value (Series H Preferred Shares). Series H Preferred shares will be entitled, if declared, to a preferential per share quarterly dividend payment equal to the greater of (i) $1.00 per share or (ii) an amount equal to 1,000 times the dividend declared per share of our common stock. Each share of Series H Preferred Stock entitles the holder to 1,000 votes on all matters submitted to a vote of our shareholders. In the event of any merger, consolidation or other transaction in which shares of common stock are converted or exchanged, each share of Series H Preferred Stock will be entitled to receive 1,000 times the amount received per one share of our common stock.

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In July 2023, we entered into the Rights Agreement designed to reduce the likelihood that we will experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended, by (i) discouraging any person or group of persons from becoming an “Acquiring Person”, which is defined in the Rights Agreement generally as a person or group of affiliated or associated persons that, at any time after the date of the Rights Agreement, has acquired, or obtained the right to acquire, beneficial ownership of 4.95% or more of the shares of our then outstanding common stock and (ii) discouraging any existing shareholder currently beneficially holding 4.95% or more of the shares of our common stock from acquiring more shares of our common stock. In connection therewith, the Board declared a dividend of one preferred share purchase right (a Right) for each outstanding share of common stock to shareholders of record at the close of business on July 17, 2023. Each Right entitles the holder to purchase one one-thousandth of a share of our Series H Preferred Stock at a price of $6.00, subject to certain adjustments.

The Rights will separate and begin trading separately from our common stock generally (i) when a person or group of affiliated or associated persons has become an Acquiring Person or (ii) following the commencement, or announcement of an intention to commence, a tender offer or exchange offer the consummation of which would result in any person becoming an Acquiring Person. If issued, each Right, other than Rights beneficially owned by the Acquiring Person (which will thereupon become void) will become exercisable for common stock having a value equal to two times the exercise price of the Right. Prior to exercise, a Right does not give its holder any dividend, voting or liquidation rights. If not otherwise redeemed, exchanged or terminated, the Rights will expire in July 2026, or at such later date as may be established by the Board.

NOTE 11. INCOME TAXES

Our tax expense for the three and nine months ended September 30, 2023 and 2022, differs from the tax expense computed by applying the U.S. statutory tax rate to loss from continuing operations before income taxes as no tax benefits were recorded for tax losses generated in the U.S. As of September 30, 2023, we had deferred tax assets primarily related to U.S. federal and state tax loss carryforwards. We provided a full valuation allowance against our deferred tax assets as future realization of such assets is not more likely than not to occur.

NOTE 12. LOSS PER SHARE (EPS)

We calculate basic EPS under the two-class method under which all earnings (distributed and undistributed) are allocated to each class of common stock and participating securities based on their respective rights to receive dividends. Our outstanding convertible preferred stock are considered participating securities as the holders may participate in undistributed earnings with holders of common shares and are not obligated to share in our net losses.

We calculate diluted EPS by dividing our loss from continuing operations by the weighted average number of common shares outstanding during the period increased by the number of additional common shares that would have been outstanding if the impact of assumed exercises and conversions is dilutive. We calculate the dilutive effects of outstanding options, warrants and nonvested restricted stock units that vest solely on the basis of a service condition using the treasury stock method. We calculate the dilutive effects of outstanding preferred stock using the if-converted method.

Reconciliations of the numerators and denominators in the EPS computations for continuing operations follow.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
NUMERATOR (in thousands):
Basic and diluted - loss from continuing operations	$	(1,782	)	$	(1,551	)	$	(5,132	)	$	(5,440	)

DENOMINATOR:
Weighted average number of shares of shares of common stock outstanding		6,607,738			5,235,005			6,462,025			5,203,504
Weighted average number of shares of common stock underlying vested RSUs and SUs		198,615			97,303			237,938			87,276
Basic and diluted EPS - weighted average number of shares outstanding		6,806,353			5,332,308			6,699,963			5,290,780

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No effects of potentially dilutive securities outstanding were included in the calculation of diluted EPS for continuing operations for the three and nine months ended September 30, 2023 and 2022, because to do so would be antidilutive because of our net loss from continuing operations. Potentially dilutive securities outstanding at September 30, 2023, included our outstanding convertible preferred stock, options, warrants, nonvested RSUs and nonvested SUs.

NOTE 13. FAIR VALUE MEASUREMENTS

The fair value of cash and cash equivalents, accounts receivable, accounts payable, commodities payable and short-term debt approximates their carrying value due to shorter maturities. As of September 30, 2023, the fair values of our operating lease liability, long-term debt and finance lease liabilities approximated their carrying values, based on current market rates for similar debt and leases with similar maturities (Level 3 measurements).

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

	Level 1		Level 2		Level 3		Total

Total liabilities at fair value as of September 30, 2023 - Derivative warrant liability						55	$	55
Total liabilities at fair value as of December 31, 2022 - Derivative warrant liability	$	-	$	-	$	69	$	69

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis for the three and nine months ended September 30, 2023, (in thousands):

	Fair Value as of Beginning of Period		Total Realized and Unrealized Gains (Losses)		Issuance of New Instruments		Net Transfers (Into) Out of Level 3		Fair Value, at End of Period		Change in Unrealized Gains (Losses) on Instruments Still Held
Three months ended September 30, 2023
Total Level 3 fair value - Derivative warrant liability	$	108	$	53	$	-	$	-	$	55	$	53
Nine months ended September 30, 2023:
Total Level 3 fair value - Derivative warrant liability	$	69	$	14	$	-	$	-	$	55	$	14

Three months ended September 30, 2022
Total Level 3 fair value - Derivative warrant liability	$	846	$	612	$	-	$	-	$	234	$	612
Nine months ended September 30, 2022:
Total Level 3 fair value - Derivative warrant liability	$	258	$	24	$	-	$	-	$	234	$	24

The derivative warrant liability relates to a warrant issued in September 2021 for the purchase of up to 230,769 shares of common stock (Warrant A). The current $2.72 per share exercise price of Warrant A adjusted in September 2023 to $0.57 per share, 110% of the 5-day volume weighted average price of our common stock. We classify Warrant A in our consolidated balance sheets as derivative warrant liability because the holder may elect cash settlement of this warrant in the event of a change of control. We estimated the fair value of Warrant A as of September 30, 2023, and December 31, 2022, using Black-Scholes which approximates the cash settlement the holder could elect to be paid in the event of a change of control. The changes in the estimated fair value of Warrant A are included in other income (loss) in our consolidated statements of operations. The assumptions used in valuing Warrant A follow.

	September 2023			December 31, 2022
Assumed exercise price	$	0.57		$	2.72
Assumed volatility		93.3	%		92.2	%
Assumed risk free interest rate		5.4	%		4.3	%
Expected life of options (in years)		3.0			3.7
Expected dividends		-			-

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NOTE 14. COMMITMENTS AND CONTINGENCIES

Employment Contracts and Severance Payments

In the normal course of business, we periodically enter into agreements which incorporate indemnification provisions. While the maximum amount to which we may be exposed under such agreements cannot be reasonably estimated, we maintain insurance coverage, which we believe will effectively mitigate our obligations under these indemnification provisions. No amounts have been recorded in our financial statements with respect to any obligations under such agreements.

Vesting of certain outstanding nonvested equity grants would accelerate following a change in control.

Legal Matters

From time to time, we are involved in litigation incidental to the conduct of our business. These matters may relate to employment and labor claims, patent and intellectual property claims, claims of alleged non-compliance with contract provisions and claims related to alleged violations of laws and regulations. When applicable, we record accruals for contingencies when it is probable that liability will be incurred and the amount of loss can be reasonably estimated. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position or results of operations. We expense defense as incurred. Defense costs, when incurred, are included in selling, general and administrative expenses.

In January 2023, we received $0.3 million in restitution payments from a former employee. The payments were ordered by a federal court in 2012. Other income in the nine months ended September 30, 2023, includes a $0.3 million gain as a result of collecting the restitution payment.

NOTE 15. SUBSEQUENT EVENTS

On November 8, 2023, the Nasdaq Stock Market LLC (Nasdaq) delisted the Company. The Company’s stock is now traded on the OTC Pink Market under the symbol “RIBT.”

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

On June 23, 2023, we completed the sale of our 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). The SRB Business’s results are presented as discontinued operations in our consolidated statements of operations and are excluded from continuing operations for all periods presented. See Note 3 in the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion of our discontinued operations.

As of September 30, 2023, continuing operations included the results of operating our rice mill located in Wynne, Arkansas (Golden Ridge) and our barley and oats mill located in East Grand Forks, Minnesota (MGI).

Results of Continuing Operations – Three Months Ended September 30, 2023 and 2022

Revenues of $4.8 million in the third quarter of 2023 decreased $ 1.8 million, or 26.8%, from $6.6 million in the third quarter of 2022. $1.2 million of this decrease related to Golden Ridge mainly due a lack of availably of end of the season crop leading to lower volumes. The remaining $0.6 million revenue decrease at MGI Grain was mainly due to lower commodity prices.

The third quarter 2023 gross loss at both MGI Grain Incorporated (MGI Grain) and Golden Ridge Rice Mills, Inc. (Golden Ridge) decreased compared to the third quarter of 2022 by $0.1 million in total or 15.5% due to the rationalization of less profitable business due to the commodity supply changes noted above.

Despite increased legal and consulting costs incurred in the third quarter of 2023 as we continue to explore all our strategic alternatives, selling, general and administrative (SG&A) expenses of $1.2 million in the third quarter of 2023 still decreased $0.2 million or 12.7% from $1.4 million in the third quarter of 2022 due to continued control of other overhead expenses, mainly staff.

Loss from continuing operations before other income (expense) was $1.7 million in the third quarter of 2023, $0.3 million or 13.5% less than the third quarter of 2022 because of the improved gross margin and decreased SG&A expenses noted above.

Other expense, net, increased $0.5 million in the third quarter of 2023 compared to the third quarter of 2022 mainly due to the reduction in the gain from the change in the fair value of our derivative warrant liability.

As a result of the above, our third quarter 2023 loss from continuing operations was $1.8 million, or $0.26 per share, compared to $2.0 million, or $0.29 per share, in the third quarter of 2022.

Results of Continuing Operations – Nine Months Ended September 30, 2023 and 2022

Primarily due to commodity input pricing changes, revenues of $17.0 million in the first nine months of 2023 decreased $2.2 million, or 11.7%, from $19.2 million in the first nine months of 2022. This decrease included a $1.9 million decrease in MGI Grain revenues and $0.3 million decrease in Golden Ridge revenues.

However, our gross loss of $0.5 million in the first nine months of 2023 improved 47.9% from a gross loss of $1,0 million in the first nine months of 2022 about equally at both MGI Grain and Golden Ridge gross due to the elimination of certain operating inefficiencies.

SG&A expenses of $4.3 million in the first nine months of 2023 increased $0.3 million or 8.3% compared to $4.0 million in the first nine months 2022 due to increased legal and consulting costs incurred as we continue to explore all our strategic alternatives.

Loss from continuing operations before other income (expense) was $4.8 million in the first nine months of 2023, compared to $5.0 million for the same period of 2022 because of, as noted above, the impact of our improved gross margin offset by increased SG&A expenses.

Other income, net, increased $0.2 million from the nine months of 2023 compared to same period of 2022 mainly due to the favorable impact of a $0.3 million restitution payment from a former employee, which had been ordered by a federal court in 2012.

As a result of the above our loss from continuing operations in the first nine months of 2023 was $5.1 million, or $0.77 per share, compared to $5.4 million, or $1.03 per share, in the first nine months of 2022.

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Liquidity, Going Concern and Capital Resources

We had $0.5 million in cash and equivalents as of September 30, 2023, a decline of $0.6 million from December 31, 2022, after considering repayments of $3.0 million on our factoring, line of credit, long term debt and finance lease liabilities. In our continuing operations, during the first nine months of 2023, we used $0.5 million of cash to fund operations and $1.1 million to fund capital expenditures. This was offset by $0.5 million of net cash provided by the operation and disposition of our SRB Business in the first nine months of 2023.

On December 1, 2023, an entity owned by Cable Car Capital LLC, Funicular Funds, LP (Funicular), purchased $0.4 million of shares of common stock of the Company and lent the Company $4.0 million, less an original issue discount of $0.4 million.

The Company believes this financing will be adequate to fund the Company’s planned operations over the next twelve months from the issuance of these Unaudited Condensed Consolidated Financial Statements.

The Company also believes additional cash can be secured through other debt or structured equity financing, if necessary. However, there can be no assurance that equity or debt financing will be available to the Company should it need it or, if available, that the terms will be satisfactory to the Company and not dilutive to existing shareholders. The Company’s failure to raise capital as and when needed could have significant negative consequences for its business, financial condition, and results of consolidated operations.

On March 30, 2020, we entered into a sales agreement with respect to an at-the-market (ATM) offering program, under which we may offer and sell shares of our common stock having an aggregate offering price of up to $6.0 million, which we currently have $2.8 million remaining. Under the terms of the securities purchase agreement related to a September 2021 offering, we are prohibited from entering into an agreement to effect any at-the-market issuance until September 13, 2023. Under the terms of the securities purchase agreement related to the October 2022 offerings, we are generally prohibited from entering into a variable rate transaction, as defined in the agreement, until October 20, 2023.

Critical Accounting Estimates

Our discussion and analysis of our financial condition and results of operations are based upon unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, revenues and expenses and disclosures on the date of the financial statements. On an ongoing basis, we evaluate the estimates, including, but not limited to, those related to revenue recognition, inventory valuation, and long-lived asset impairment. We use authoritative pronouncements, historical experience and other assumptions as the basis for making judgments. Actual results could differ from those estimates.

Recent Accounting Pronouncements

See Note 4 in the Notes to Unaudited Condensed Consolidated Financial Statements for further discussion.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the Exchange Act) and are not required to provide the information otherwise required by this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required financial disclosures. As of September 30, 2023, there have been no significant changes to our critical accounting policies and related estimates previously disclosed in our 2022 Annual Report on Form 10-K.

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We evaluated, with the participation of our executive chairman, and interim chief financial officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our executive chairman and interim chief financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting

During the most recently completed fiscal quarter, there have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

We are involved in or subject to, or may become involved in or subject to, routine litigation, claims, disputes, proceedings and investigations in the ordinary course of business. While the outcome of lawsuits and other proceedings against us cannot be predicted with certainty, in the opinion of management, individually or in the aggregate, no such lawsuits are expected to have a material effect on our financial position, results of operations or cash flows. We record accruals for contingencies when it is probable that liability will be incurred, and the amount of loss can be reasonably estimated.

Item 1A. Risk Factors

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and the factor discussed in Part II, “Item 1A. Risk Factors” in our Quarterly Report on Form 10-Q for the period ended June 30, 2023, which could materially affect our business, financial condition, liquidity or future results. The risks described in our Annual Report on Form 10-K, Quarterly Report on Form 10-Q and below are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, liquidity or future results.

Our common stock was delisted from Nasdaq, which may adversely affect our stock price and the liquidity of our stock and could impact our ability to obtain financing could be impaired.

On October 30, 2023, we received a Staff Delisting Determination (the Staff Determination) from the Nasdaq Listing Qualifications Department (the Staff). The Staff Determination was issued as a result of the Company failing to comply with the minimum $2,500,000 stockholders’ equity requirement for continued listing as set forth in Nasdaq Listing Rule 5550(b) (the Listing Requirement). On the basis of the Staff’s review and materials submitted by the Company to Nasdaq on October 9, 2023 and October 23, 2023, the Staff determined that the Company did not provide a definitive plan evidencing its ability to achieve near term compliance with the Listing Requirement or sustain such compliance over an extended period of time. Accordingly, trading in the Company’s common stock was suspended at the open of business on November 8, 2023 removing the Company’s securities from listing and registration on Nasdaq. We have transferred the quotation of our common stock to the over-the-counter markets operated by OTC Markets Group Inc. The shares of the Company’s common stock are currently trading under the symbol of “RIBT” on OTC Pink Market.

The delisting of our common stock from Nasdaq may negatively impact our Company and holders of our common stock, including the willingness of investors to hold our common stock because of the resulting decreased price, liquidity and trading of our common stock, limited availability of price quotations and reduced news and analyst coverage. There can be no guarantee that a broker will continue to make a market in our common stock and that trading will continue on the OTC Pink Market. The delisting from Nasdaq may further adversely impact the perception of our financial condition, cause reputational harm with investors, our employees and business partners, and limit our access to debt and equity financing.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the quarter ended September 30, 2023, we issued the securities described below without registration under the Securities Act of 1933, as amended (the Securities Act). The description below does not include issuances that we disclosed previously on Current Reports on Form 8-K.

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Unless otherwise indicated below, the securities were issued pursuant to the private placement exemption provided by Section 4(a)(2) of the Securities Act. All issuances below were made without any public solicitation, to a limited number of sophisticated persons and were acquired for investment purposes only.

On September 30, 2023, we issued 600 shares of common stock to a service provider, that is not a natural person, as compensation for service provided. These shares were valued at an aggregate of $444.

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

None

Item 5. Other Information

None

Item 6. Exhibits

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The following exhibits are attached hereto and filed herewith:

Incorporated by Reference

Exhibit

Number

Exhibit Description

Form

File No.

Exhibit

Number

Filing / Effective

Date

Filed

Here-with

3.1

Certificate of Determination of Series H Junior Participating Preferred Stock

3.2

Amendment to Bylaws, effective August 30, 2023

8-K

001-36245

3.1

August 30, 2023

4.1

Tax Benefits Preservation Plan, dated as of July 6, 2023, with American Stock Transfer & Trust Company, LLC, as Rights Agent.

8-K

001-36245

4.1

July 6, 2023

10.1

Agreement for Purchase And Sale with Republic Business Credit, LLC (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 1, 2019).

8-K

001-36245

10.1

September 14, 2023

16.1

Letter from RSM US LLP to the Securities and Exchange Commission, dated August 23, 2023.

8-K

001-36245

16.1

August 23, 2023

31.1

Certification by Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification by Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certification by Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS (1)

Inline XBRL Instance Document

101.SCH (1)

Inline XBRL Taxonomy Extension Schema Document

101.CAL (1)

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF (1)

Inline XBRL Taxonomy Extension Calculation Definition Linkbase Document

101.LAB (1)

Inline XBRL Taxonomy Extension Calculation Label Linkbase Document

101.PRE (1)

Inline XBRL Taxonomy Extension Calculation Presentation Linkbase Document

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

(1)

XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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SIGNATURES

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 thereunto duly authorized.

Dated: December 20, 2023

	/s/ Eric Tompkins
	Eric Tompkins
	Director and Executive Chairman

	/s/ William J. Keneally
	William J. Keneally
	Interim Chief Financial Officer

Exhibit 3.1

CERTIFICATE OF DETERMINATION

SERIES H JUNIOR PARTICIPATING PREFERRED STOCK

RICEBRAN TECHNOLOGIES

The undersigned, Eric Tompkins and William J. Keneally, hereby certify that:

They are the duly elected and acting Chairperson of the Board and Secretary, respectively, of RiceBran Technologies, a California corporation (Entity Number 2082847) (the “Company”).

II.

The Articles of Incorporation of the Company, as amended and as may be further amended or restated from time to time (the “Articles of Incorporation”) authorize the issuance of up to 20,000,000 shares of preferred stock (the “Preferred Stock”), of which 3,000,000 shares are designated Series A Preferred Stock, 25,000 shares are designated Series B Convertible Preferred Stock, 25,000 shares are designated Series C Convertible Preferred Stock, 10,000 shares are designated Series D Convertible Preferred Stock, 2,743 shares are designated Series E Convertible Preferred Stock, 3,000 are designated as Series F Convertible Preferred Stock and 3,000 are designated as Series G Convertible Preferred Stock, and 150 shares of such Series G Convertible Preferred Stock are issued and outstanding.

III.

Pursuant to authority given by the Articles of Incorporation, the Board of Directors of the Company (the “Board”) has duly adopted the following recitals and resolutions with respect to the creation of a new series of Preferred Stock designated as the “Series H Junior Participating Preferred Stock”, of which 19,200 shares are authorized and none of which shares have been issued:

WHEREAS, the Articles of Incorporation authorize that Preferred Stock may be issued from time to time in one or more series; and

WHEREAS, the Board is authorized to fix or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of preferred stock, and the number of shares constituting any such series and the designation thereof, or any of them, and it is the desire of the Board, pursuant to its authority as aforesaid, to fix the rights, preferences, restrictions and other matters relating to a new class of Preferred Stock and the number of shares constituting such series.

NOW, THEREFORE, BE IT RESOLVED, that pursuant to the authority granted to and vested in the Board in accordance with the provisions of the Articles of Incorporation, the Board hereby creates a series of Preferred Stock, and hereby states the designation and number of shares, and fixes the relative rights, preferences, and limitations thereof as follows:

Series H Junior Participating Preferred Stock:

(1) Designation and Amount. The shares of such series shall be designated as “Series H Junior Participating Preferred Stock” (the “Series H Preferred Stock”) and the number of shares constituting the Series H Preferred Stock shall be 19,200. Such number of shares may be increased or decreased by resolution of the Board; provided, that no decrease shall reduce the number of shares of Series H Preferred Stock to a number less than the number of shares then-outstanding plus the number of shares reserved for issuance upon the exercise of outstanding options, rights or warrants or upon the conversion of any outstanding securities issued by the Company convertible into Series H Preferred Stock.

(2) Dividends and Distributions.

(a) Subject to the rights of the holders of any shares of any series of Preferred Stock (or any similar stock) ranking prior and superior to the Series H Preferred Stock with respect to dividends, the holders of shares of Series H Preferred Stock, in preference to the holders of the common stock, no par value per share (the “Common Stock”), of the Company, and of any other junior stock, shall be entitled to receive, when, as and if declared by the Board out of funds legally available for the purpose, quarterly dividends payable in cash on the first day of March, June, September and December in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series H Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (1) $1.00 or (2) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions, other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series H Preferred Stock. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series H Preferred Stock were entitled immediately prior to such event under clause (2) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) The Company shall declare a dividend or distribution on the Series H Preferred Stock as provided in paragraph (a) of this subsection immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock); provided, that in the event no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date, a dividend of $1.00 per share on the Series H Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(c) Dividends shall begin to accrue and be cumulative on outstanding shares of Series H Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares, unless the date of issue of such shares is prior to the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue from the date of issue of such shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a date after the record date for the determination of holders of shares of Series H Preferred Stock entitled to receive a quarterly dividend and before such Quarterly Dividend Payment Date, in either of which events such dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on the shares of Series H Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board may fix a record date for the determination of holders of shares of Series H Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall be not more than sixty (60) days prior to the date fixed for the payment thereof.

(3) Voting Rights. The holders of shares of Series H Preferred Stock shall have the following voting rights:

(a) Subject to the provision for adjustment hereinafter set forth, each share of Series H Preferred Stock shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the shareholders of the Company. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the number of votes per share to which holders of shares of Series H Preferred Stock were entitled immediately prior to such event shall be adjusted by multiplying such number by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(b) Except as otherwise provided herein, in any other certificate of determination creating a series of Preferred Stock or any similar stock, or by law, the holders of shares of Series H Preferred Stock and the holders of shares of Common Stock and any other capital stock of the Company having general voting rights shall vote together as one class on all matters submitted to a vote of shareholders of the Company.

(c) Except as set forth herein, or as otherwise provided by law, holders of Series H Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

(4) Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or distributions payable on the Series H Preferred Stock as provided in Section (2) are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on shares of Series H Preferred Stock outstanding shall have been paid in full, the Company shall not:

(1) declare or pay dividends, or make any other distributions, on any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series H Preferred Stock;

(2) declare or pay dividends, or make any other distributions, on any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series H Preferred Stock, except dividends paid ratably on the Series H Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(3) redeem or purchase or otherwise acquire for consideration shares of any stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series H Preferred Stock other than (A) such redemptions or purchases that may be deemed to occur upon the exercise of stock options, warrants or similar rights or grant, vesting or lapse of restrictions on the grant of any other performance shares, restricted stock, restricted stock units or other equity awards to the extent that such shares represent all or a portion of (x) the exercise or purchase price of such options, warrants or similar rights or other equity awards and (y) the amount of withholding taxes owed by the recipient of such award in respect of such grant, exercise, vesting or lapse of restrictions; (B) the repurchase, redemption, or other acquisition or retirement for value of any such shares from employees, former employees, directors, former directors, consultants or former consultants of the Company or their respective estate, spouse, former spouse or family member, pursuant to the terms of the agreements pursuant to which such shares were acquired, provided that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of any stock of the Company ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series H Preferred Stock; or

(4) redeem or purchase or otherwise acquire for consideration any shares of Series H Preferred Stock, or any shares of stock ranking on a parity with the Series H Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board) to all holders of such shares upon such terms as the Board, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b) The Company shall not permit any subsidiary of the Company to purchase or otherwise acquire for consideration any shares of stock of the Company unless the Company could, under paragraph (a) of this Section (4), purchase or otherwise acquire such shares at such time and in such manner.

(5) Reacquired Shares. Any shares of Series H Preferred Stock purchased or otherwise acquired by the Company in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock subject to the conditions and restrictions on issuance set forth herein, in the Articles of Incorporation, or in any other certificate of determination creating a series of Preferred Stock or any similar stock or as otherwise required by law.

(6) Liquidation, Dissolution or Winding Up. Upon any liquidation, dissolution or winding up of the Company, voluntary or otherwise, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series H Preferred Stock unless, prior thereto, the holders of shares of Series H Preferred Stock shall have received the greater of (A) $1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, and (B) an amount, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock, or (2) to the holders of shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series H Preferred Stock, except distributions made ratably on the Series H Preferred Stock and all such parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the aggregate amount to which holders of shares of Series H Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) of the preceding sentence shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(7) Consolidation, Merger, Etc. In case the Company shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case each share of Series H Preferred Stock shall at the same time be similarly exchanged or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Company shall at any time declare or pay any dividend on the Common Stock payable in shares of Common Stock, or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise than by payment of a dividend in shares of Common Stock) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series H Preferred Stock shall be adjusted by multiplying such amount by a fraction, the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.

(8) No Redemption. The shares of Series H Preferred Stock shall not be redeemable.

(9) Rank. The Series H Preferred Stock shall rank, with respect to the payment of dividends and the distribution of assets, junior to all series of any other class of the Company’s Preferred Stock, and shall rank senior to the Common Stock as to such matters.

(10) Amendment. The Articles of Incorporation of the Company shall not be amended in any manner which would materially alter or change the powers, preferences or special rights of the Series H Preferred Stock so as to affect them adversely without the affirmative vote of the holders of at least two-thirds of the outstanding shares of Series H Preferred Stock, voting together as a single class.

(11) Fractional Shares. The Series H Preferred Stock may be issued in fractions of a share, which fractions shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions, and to have the benefit of all other rights of holders of Series H Preferred Stock.

Each of the undersigned declares under penalty of perjury under the laws of the State of California that the matters set forth in this Certificate of Determination are true and correct of his own knowledge.

Each of the undersigned hereby signs on July 25, 2023 at Atlanta, Georgia and Omaha, Nebraska.

	By:	/s/ Eric Tompkins
	Name:	Eric Tompkins
	Title:	Chairperson of the Board



	By:	/s/ William J. Keneally
	Name:	William J. Keneally
	Title:	Secretary

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Eric Tompkins, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of RiceBran Technologies;

2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15d-15(f)) for the registrant and have:

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report was prepared;

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s disclosure internal control over financial reporting.

Dated: December 20, 2023	/s/ Eric Tompkins

	Name: Eric Tompkins
	Title: Director and Executive Chairman (Principal Executive Officer)

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, William Keneally, certify that:

1)	I have reviewed this quarterly report on Form 10-Q of RiceBran Technologies;

2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s disclosure internal control over financial reporting.


Dated: December 20, 2023	/s/ William J. Keneally

	Name: William J. Keneally
	Title: Interim Chief Financial Officer (Principal Financial Officer)

Exhibit 32.1

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of RiceBran Technologies (the Company) for the period ended September 30, 2023, as filed with the Securities and Exchange Commission on the date hereof (the Report), each of the undersigned, in the capacities and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: December 20, 2023

	/s/ Eric Tompkins
	Eric Tompkins
	Director and Executive Chairman (Principal Executive Officer)

/s/ William J. Keneally

William J. Keneally

Interim Chief Financial Officer

(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

The foregoing certification is being furnished in accordance with Securities and Exchange Commission Release No. 34-47551 and shall not be considered filed as part of the Form 10-Q or as a separate disclosure document.

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2023	Dec. 13, 2023
Document Information [Line Items]
Entity Central Index Key	0001063537
Entity Registrant Name	RiceBran Technologies
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Document Transition Report	false
Entity File Number	001-36245
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	87-0673375
Entity Address, Address Line One	25420 Kuykendahl Rd., Suite B300
Entity Address, City or Town	Tomball
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77375
City Area Code	281
Local Phone Number	675-2421
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	RIBT
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		9,512,741

Condensed Consolidated Statements of Operations (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues	$ 4,857	$ 6,637	$ 16,970	$ 19,209
Cost of goods sold	5,337	7,199	17,484	20,192
Gross loss	(480)	(562)	(514)	(983)
Selling, general and administrative expenses	1,250	1,436	4,352	4,021
Loss from continuing operations before other income (expense)	(1,730)	(1,998)	(4,866)	(5,004)
Interest income	(1)	7	26	9
Interest expense	(123)	(125)	(476)	(343)
Change in fair value of derivative warrant liability	53	612	14	24
Other expense	106	(39)	(3)	(111)
Other income	(87)	0	178	5
Loss from continuing operations before income taxes	(1,782)	(1,543)	(5,121)	(5,420)
Income tax expense	0	(8)	(11)	(20)
Loss from continuing operations	(1,782)	(1,551)	(5,132)	(5,440)
Loss from discontinued operations	0	(491)	(9,009)	(739)
Net loss	$ (1,782)	$ (2,042)	$ (14,141)	$ (6,179)
Basic and diluted loss per common share:
Continuing operations (in dollars per share)	$ (0.26)	$ (0.29)	$ (0.77)	$ (1.03)
Discontinued operations (in dollars per share)	0	(0.09)	(1.34)	(0.14)
Earnings Per Share, Basic	$ (0.26)	$ (0.38)	$ (2.11)	$ (1.17)
Weighted average number of shares outstanding:
Basic (in shares)	6,806,353	5,332,308	6,699,963	5,290,780
Diluted (in shares)	6,806,353	5,332,308	6,699,963	5,290,780

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 466	$ 3,941
Accounts receivable, net of allowance for credit losses of $49 and $27	2,620	3,703
Inventories	514	465
Other current assets	515	735
Current assets held for sale	0	2,224
Total current assets	4,115	11,068
Property and equipment, net	5,937	6,020
Operating lease right-of-use assets	0	77
Intangible assets	295	380
Long-term assets held for sale	0	9,888
Total assets	10,347	27,433
Current liabilities:
Accounts payable	1,414	1,232
Commodities payable	2,538	1,546
Accrued salary, wages and benefits	438	489
Accrued legal	1,545	595
Accrued expenses	590	500
Operating lease liabilities, current portion	0	107
Due under line of credit	1,910	3,150
Due under insurance premium finance agreements	195	185
Finance lease liabilities, current portion	136	113
Long-term debt, current portion	1,273	988
Current liabilities held for sale	0	540
Total current liabilities	10,039	11,277
Finance lease liabilities, less current portion	434	320
Long-term debt, less current portion	603	836
Derivative warrant liability	55	69
Long-term liabilities held for sale	0	2,022
Total liabilities	11,131	14,524
Commitments and contingencies
Shareholders' equity (deficit):
Preferred stock, 20,000,000 shares authorized: Series G, convertible, 3,000 shares authorized, stated value $150, 150 shares, issued and outstanding	75	75
Common stock, no par value, 15,000,000 shares authorized, 6,608,376 shares and 6,309,509 shares, issued and outstanding	328,999	328,551
Accumulated deficit	(329,858)	(315,717)
Total shareholders' equity (deficit)	(784)	12,909
Total liabilities and shareholders' equity	10,347	27,433
Line of Credit With Bank [Member]
Current liabilities:
Due under line of credit	$ 0	$ 1,832

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Preferred stock, authorized (in shares)	20,000,000	20,000,000
Preferred stock, stated value (in dollars per share)	$ 150	$ 150
Preferred stock, issued (in shares)	150	150
Preferred stock, outstanding (in shares)	150	150
Common stock, par value (in dollars per share)	$ 0	$ 0
Common stock, authorized (in shares)	15,000,000	15,000,000
Common stock, issued (in shares)	6,608,376	6,309,509
Common stock, outstanding (in shares)	6,608,376	6,309,509
Series G Preferred Stock [Member]
Preferred stock, authorized (in shares)	3,000	3,000

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Cash flow from operating activities:
Net loss	$ (14,141)	$ (6,179)
Loss from discontinued operations	(9,009)	(739)
Loss from continuing operations	(5,132)	(5,440)
Adjustments to reconcile net loss to net cash used in operating activities of continuing operations
Depreciation	694	671
Amortization	85	116
Stock and share-based compensation	448	817
Change in fair value of derivative warrant liability	(14)	(24)
Other	0	10
Changes in operating assets and liabilities:
Accounts receivable	1,083	(977)
Inventories	(49)	106
Accounts payable and accrued liabilities	1,173	822
Commodities payable	993	258
Assets held for sale	0	(827)
Other	(63)	(691)
Net cash used in operating activities of continuing operations	(782)	(4,652)
Net cash provided by (used in) operating activities of discontinued operations	(211)	880
Net cash used in operating activities	(993)	(3,772)
Cash flows from investing activities:
Purchases of property and equipment	(611)	(494)
Net cash used in investing activities of continuing operations	(611)	(494)
Net cash provided by (used in) investing activities of discontinued operations	1,679	(180)
Net cash provided by (used in) investing activities	1,068	(674)
Cash flows from financing activities:
Advances on insurance premium finance agreements	263	794
Payments on insurance premium finance agreements	(253)	(493)
Capitalized loan costs	(6)	0
Advances on debt and finance lease agreements	0	377
Payments of debt and finance lease liabilities	(22)	(967)
Net cash provided by (used in) financing activities of continuing operations	(3,090)	3,104
Net cash used in financing activities of discontinued operations	(460)	(109)
Net cash provided by (used in) financing activities	(3,550)	2,995
Net change in cash and cash equivalents	(3,475)	(1,451)
Cash and cash equivalents, beginning of period	3,941	5,825
Net change in cash and cash equivalents	3,475	1,451
Cash and cash equivalents, end of period	466	4,374
Factoring Agreement [Member]
Cash flows from financing activities:
Advances on factoring agreement	21,447	28,936
Payments on factoring agreement	(22,687)	(27,389)
Line of Credit With Bank [Member]
Cash flows from financing activities:
Advances on factoring agreement	37	1,846
Payments on bank line of credit	$ (1,869)	$ 0

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]

NOTE 1. BASIS OF PRESENTATION

Note 2 - Liquidity and Management's Plans

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Nature of Operations [Text Block]

NOTE 2. LIQUIDITY AND MANAGEMENT’S PLANS

Note 3 - Discontinued Operations

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

NOTE 3. DISCONTINUED OPERATIONS

Purchase price	$	1,800
Estimated expenses, accrued as of June 30, 2023		(375	)
Net proceeds	$	1,425

Repayment of mortgage promissory note	$	450
Payment of paid time off liabilities		215
	$	665

The following table summarizes the estimated carrying amounts of the SRB Business as of June 23, 2023, the date of sale (in thousands).

Inventories	$	2,252
Other current assets		185
Property and equipment		7,710
Operating lease right of use assets		1,566
Total assets		11,713
Accrued expenses		9
Operating lease liabilities		1,668
Finance lease liabilities		12
Long-term debt		14
Total liabilities		1,703
Net assets sold	$	10,010

The following table summarizes the major line items included in loss from discontinued operations related to the SRB Business and divestiture (in thousands).

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023			2022
Revenues	$	-		3,615		$	6,857		$	11,792
Cost of goods sold		-		(3,750	)		(6,796	)		(11,334	)
Selling, general and administrative expenses		-		(329	)		(457	)		(1,144	)
Interest expense		-		(27	)		(28	)		(53	)
Loss from operations of discontinued operations		-		(491	)		(424	)		(739	)
Loss on sale		-		-			(8,585	)		-
Loss from discontinued operations	$	-	$	(491	)	$	(9,009	)	$	(739	)

Depreciation included in cost of goods sold	$	-	$	315		$	646		$	921
Capital expenditures	$	-	$	433		$	111		$	722

The following table summarizes the major line items included in cash flows from discontinued operations related to the SRB Business and divestiture (in thousands).

	Nine Months Ended September 30,
	2023			2022

Net cash provided by (used in) operating activities	$	(211	)	$	880
Net cash provided by (used in) investing activities		1,679			(180	)
Net cash used in financing activities		(460	)		(109	)
Net cash provided to continuing operations	$	(4,483	)	$	(2,042	)

The following table summarizes the carrying amounts of major classes of SRB Business assets and liabilities classified as held for sale as of December 31, 2022 (in thousands).

Inventories	$	1,913
Other current assets		311
Property and equipment		8,187
Operating lease right of use assets		1,701
Total assets held for sale	$	12,112
Accrued expenses, including paid time off liabilities of employees of the SRB business		236
Operating lease liabilities		1,841
Finance lease liabilities		17
Long-term debt, including $450 of mortgage promissory note, not exclusively related to the SRB Business		468
Total liabilities held for sale	$	2,562

Note 4 - Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Significant Accounting Policies [Text Block]

NOTE 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Recent accounting standards not yet adopted

Recently adopted accounting standards.

Note 5 - Accounts Receivable and Revenues

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Accounts Receivable and Revenues [Text Block}

NOTE 5. ACCOUNTS RECEIVABLE AND REVENUES

	Customer
	A			B			C			D
% of revenues, three months ended September 30, 2023		26	%		20	%		12	%		4	%
% of revenues, three months ended September 30, 2022		15	%		5	%		11	%		-	%

% of revenues, nine months ended September 30, 2023		28	%		12	%		10	%		3	%
% of revenues, nine months ended September 30, 2022		13	%		8	%		5	%		2	%

% of accounts receivable, as of September 30, 2023		1	%		39	%		16	%		10	%
% of accounts receivable, as of December 31, 2022		12	%		19	%		-	%		-	%

The following table presents disaggregated revenues (in thousands).

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Rice products	$	3,439	$	4,497	$	11,530	$	11,672
Barley products		1,192		1,481		4,466		5,411
Other		226		659		974		2,126
Revenues	$	4,857	$	6,637	$	16,970	$	19,209

Note 6 - Inventories

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Inventory Disclosure [Text Block]

NOTE 6. INVENTORIES

The following table details the components of inventories (in thousands).

	September 30,		December 31,
	2023		2022
Finished goods	$	270	$	228
Raw materials		225		212
Packaging		19		25
Inventories	$	514	$	465

Note 7 - Property and Equipment

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

NOTE 7. PROPERTY AND EQUIPMENT

The following table details the components of property and equipment (amounts in thousands).

	September 30,		December 31,		Estimated Useful Lives
	2023		2022		(in years)
Land	$	493	$	493
Furniture and fixtures		-		71	7	-	10
Plant		3,444		3,440	20	-	40 or life of lease
Computer and software		27		382	3	-	5
Leasehold improvements		-		152	5	-	6
Machinery and equipment		6,436		5,758	5	-	15
Property and equipment, cost		10,310		10,296
Less accumulated depreciation		4,373		4,276
Property and equipment, net	$	5,937	$	6,020

Note 8 - Leases

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Lessee, Operating and Finance Leases [Text Block]

NOTE 8. LEASES

The components of lease expense and cash flows from leases (in thousands) follow.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Finance lease cost:
Amortization of right-of-use assets, included in cost of goods sold	$	36	$	20	$	85	$	59
Interest on lease liabilities		14		6		41		11
Operating lease cost, included in selling, general and administrative expenses:
Fixed leases cost		26		129		80		387
Variable lease cost		20		39		61		125
Short-term lease cost		20		41		96		62
Total lease cost	$	116	$	235	$	363	$	644

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	14	$	6	$	41	$	11
Operating cash flows from operating leases	$	26	$	129	$	80	$	387
Financing cash flows from finance leases	$	35	$	22	$	113	$	68

	Operating Leases		Finance Leases
Remaining leases terms (in years)		-		0.4	-	4.3
Weighted average remaining lease terms (in years)		-		3.9
Discount rates		-		2.8%	-	11.6%
Weighted average discount rate		-		9.6%

Maturities of lease liabilities as of September 30, 2023, follow (in thousands).

	Operating		Finance
	Leases		Leases
2023		-	$	57
2024		-		177
2025		-		167
2026		-		165
2027		-		126
Thereafter		-		4
Total lease payments		-		696
Amounts representing interest				(126	)
Present value of lease obligations	$	-	$	570

Note 9 - Debt

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Debt Disclosure [Text Block]

NOTE 9. DEBT

Additional information related to our factoring obligation (exclusive of the Over-advance) follows (in thousands).

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Average borrowings outstanding	$	1,293	$	3,150	$	2,355	$	3,036
Interest paid on borrowings		34		51		168		142
Fees paid on borrowings		26		51		131		114

Long-term debt consists of the following (in thousands).

	September 30,		December 31,
	2023		2022
Mortgage promissory note - Originally dated July 2020. As subsequently modified, interest accrues at an annual rate which is the greater of 7.0% above the Lender's prime rate (15.3% at June 30, 2023) and 10.3% and payable in monthly installments through September 2024. Face amount $2.5 million. Secured by certain real property in Arkansas. December 31, 2022, excludes $450 thousand allocated to discontinued operations.	$	1,730	$	1,761
Equipment note - Dated May 2021. Original principal $46 thousand. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of 3.6% per year.		17		24
Equipment note - Dated June 2023. Original principal $144 thousand. Due in monthly installments through August 2025. Interest accrues at the effective discount rate of 14.0% per year.		129		-
Progress payment agreement - Dated August 2022. Original principal $37 thousand. Interest was payable monthly at the rate of 25.2% per year until obligation was transferred to a finance lease in February 2023.		-		39
Total long-term debt, net	$	1,876	$	1,824

Future principal maturities of long-term debt outstanding as of September 30, 2023, follow (in thousands).

2023	$	321
2024		1,403
2025		158
Principal maturities		1,882
Debt issuance costs		(6)
Total long-term debt, net	$	1,876

Note 10 - Equity, Share-based Compensation and Warrants

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Shareholders' Equity and Share-Based Payments [Text Block]

NOTE 10. EQUITY, SHARE-BASED COMPENSATION AND WARRANTS

A summary of equity activity for the three and nine months ended September 30, 2023 and 2022, follows (in thousands, except share amounts).

	Shares
	Preferred				Preferred		Common			Accumulated
	Series G		Common		Stock		Stock			Deficit			Equity
Balance, December 31, 2022		150		6,309,509	$	75	$	328,551		$	(315,717	)	$	12,909
Common stock awards under equity incentive plans		-		68,693		-		300			-			300
Stock units issued to vendor		-		6,132		-		23			-			23
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(2,028	)		(2,028	)
Balance, March 31, 2023		150		6,384,934		75		328,875			(317,745	)		11,205
Common stock awards under equity incentive plans		-		221,742		-		(12	)		-			(12	)
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(10,331	)		(10,331	)
Balance, June 30, 2023		150		6,607,276	$	75	$	328,883		$	(328,076	)	$	882
Common stock awards under equity incentive plans		-		500		-		96			-			96
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(1,782	)		(1,782	)
Balance, September 30, 2023		150		6,608,376	$	75	$	328,999		$	(329,858	)	$	(784	)

Balance, December 31, 2021	150	5,158,967	$	75	$	326,279	$	(307,859	)	$	18,495
Common stock awards under equity incentive plans	-	22,475		-		241		-			241
Common stock issued to vendor	-	600		-		5		-			5
Net loss	-	-		-		-		(1,516	)		(1,516	)
Balance, March 31, 2022	150	5,182,042		75		326,525		(309,375	)		17,225
Common stock awards under equity incentive plans	-	48,388		-		146		-			146
Common stock issued to vendor	-	600		-		1		-			1
Net loss	-	-		-		-		(2,621	)		(2,621	)
Balance, June 30, 2022	150	5,231,030	$	75	$	326,672	$	(311,996	)	$	14,751
Common stock awards under equity incentive plans	-	-		-		492		-			492
Common stock issued to vendor	-	600		-		2		-			2
Other	-	10,447		-		-		-			-
Net loss	-	-		-		-		(2,042	)		(2,042	)
Balance, September 30, 2022	150	5,242,077	$	75	$	327,166	$	(314,038	)	$	13,203

Share-based compensation by type of award, follows (in thousands).

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023		2022
Stock options	$	69	$	(54	)	$	3	$	(74	)
Restricted stock units		27		464			288		801
Compensation expense related to common stock awards issued under equity incentive plans	$	96	$	410		$	291		727

	RSUs										SUs
	Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)		Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)
Nonvested at December 31, 2022		366,818		$	1,024		$	2.79		2.8		160,000		$	201		$	1.26	$	3
Granted		76,088			70			0.93		-		6,132			5			0.75		-
Forfeited		(646	)		(3	)		5.15		0.6		-			-			-		-
Vested with service		(164,781	)		-			-		-		(6,132	)		-			-		-
Expense		-			(274	)		-		-		-			(24	)		-		-
Nonvested at March 31, 2023		277,479			817			2.95		2.6		160,000			182			1.14		2.5
Granted		60,196			60			1.00		-		-			-			-		-
Forfeited		(231,413	)		(881	)		3.81		1.3		-			-			-		-
Vested with service		(60,196	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(16,750	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			12			-		-		-			(19	)		-		-
Nonvested at June 30, 2023		29,316		$	8		$	0.29		0.1		160,000		$	163		$	1.02		2.2
Granted		66,280			29			0.43		-		-			-			-		-
Forfeited		(2,000	)		(8	)		4.00		0.4		-			-			-		-
Vested with service		(92,596	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(500	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			(28	)		-		-		-			(19	)		-		-
Nonvested at September 30, 2023		500		$	1		$	4.12		-		160,000		$	144		$	0.90		2.0

	Number of RSUs
Vested at December 31, 2022		224,725
Vested with service		170,913
Issued at vesting		(74,825	)
Vested at March 31, 2023		320,813
Vested with service		60,196
Vested upon involuntary termination		16,750
Issued at vesting		(221,742	)
Vested at June 30, 2023		176,017
Vested with service		92,596
Vested upon involuntary termination		500
Issued at vesting		(500	)
Vested at September 30, 2023		268,613

As of September 30, 2023, issuance of 268,613 shares of common stock subject to certain RSUs which are vested, is deferred to the date the holder is no longer providing service to our Company.

Preferred Stock and Tax Benefits Preservation Plan (Rights Agreement)

Note 11 - Income Taxes

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Income Tax Disclosure [Text Block]

NOTE 11. INCOME TAXES

Note 12 - Loss Per Share (EPS)

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Earnings Per Share [Text Block]

NOTE 12. LOSS PER SHARE (EPS)

Reconciliations of the numerators and denominators in the EPS computations for continuing operations follow.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
NUMERATOR (in thousands):
Basic and diluted - loss from continuing operations	$	(1,782	)	$	(1,551	)	$	(5,132	)	$	(5,440	)

DENOMINATOR:
Weighted average number of shares of shares of common stock outstanding		6,607,738			5,235,005			6,462,025			5,203,504
Weighted average number of shares of common stock underlying vested RSUs and SUs		198,615			97,303			237,938			87,276
Basic and diluted EPS - weighted average number of shares outstanding		6,806,353			5,332,308			6,699,963			5,290,780

Note 13 - Fair Value Measurements

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Fair Value Disclosures [Text Block]

NOTE 13. FAIR VALUE MEASUREMENTS

The following tables summarize the fair values by input hierarchy of items measured at fair value on a recurring basis on our consolidated balance sheets (in thousands):

	Level 1		Level 2		Level 3		Total

Total liabilities at fair value as of September 30, 2023 - Derivative warrant liability						55	$	55
Total liabilities at fair value as of December 31, 2022 - Derivative warrant liability	$	-	$	-	$	69	$	69

The following tables summarize the changes in level 3 items measured at fair value on a recurring basis for the three and nine months ended September 30, 2023, (in thousands):

	Fair Value as of Beginning of Period		Total Realized and Unrealized Gains (Losses)		Issuance of New Instruments		Net Transfers (Into) Out of Level 3		Fair Value, at End of Period		Change in Unrealized Gains (Losses) on Instruments Still Held
Three months ended September 30, 2023
Total Level 3 fair value - Derivative warrant liability	$	108	$	53	$	-	$	-	$	55	$	53
Nine months ended September 30, 2023:
Total Level 3 fair value - Derivative warrant liability	$	69	$	14	$	-	$	-	$	55	$	14

Three months ended September 30, 2022
Total Level 3 fair value - Derivative warrant liability	$	846	$	612	$	-	$	-	$	234	$	612
Nine months ended September 30, 2022:
Total Level 3 fair value - Derivative warrant liability	$	258	$	24	$	-	$	-	$	234	$	24

	September 2023			December 31, 2022
Assumed exercise price	$	0.57		$	2.72
Assumed volatility		93.3	%		92.2	%
Assumed risk free interest rate		5.4	%		4.3	%
Expected life of options (in years)		3.0			3.7
Expected dividends		-			-

Note 14 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

NOTE 14. COMMITMENTS AND CONTINGENCIES

Employment Contracts and Severance Payments

Vesting of certain outstanding nonvested equity grants would accelerate following a change in control.

Legal Matters

Note 15 - Subsequent Events

9 Months Ended

Sep. 30, 2023

Notes to Financial Statements

Subsequent Events [Text Block]

NOTE 15. SUBSEQUENT EVENTS

On November 8, 2023, the Nasdaq Stock Market LLC (Nasdaq) delisted the Company. The Company’s stock is now traded on the OTC Pink Market under the symbol “RIBT.”

Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2023

Accounting Policies [Abstract]

New Accounting Pronouncements, Policy [Policy Text Block]

Recent accounting standards not yet adopted

Recently adopted accounting standards.

Note 3 - Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Disposal Groups, Including Discontinued Operations, Purchase Price Allocation [Table Text Block]

Purchase price	$	1,800
Estimated expenses, accrued as of June 30, 2023		(375	)
Net proceeds	$	1,425

Repayment of mortgage promissory note	$	450
Payment of paid time off liabilities		215
	$	665

Disposal Groups, Including Discontinued Operations [Table Text Block]

Inventories	$	2,252
Other current assets		185
Property and equipment		7,710
Operating lease right of use assets		1,566
Total assets		11,713
Accrued expenses		9
Operating lease liabilities		1,668
Finance lease liabilities		12
Long-term debt		14
Total liabilities		1,703
Net assets sold	$	10,010

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023			2022
Revenues	$	-		3,615		$	6,857		$	11,792
Cost of goods sold		-		(3,750	)		(6,796	)		(11,334	)
Selling, general and administrative expenses		-		(329	)		(457	)		(1,144	)
Interest expense		-		(27	)		(28	)		(53	)
Loss from operations of discontinued operations		-		(491	)		(424	)		(739	)
Loss on sale		-		-			(8,585	)		-
Loss from discontinued operations	$	-	$	(491	)	$	(9,009	)	$	(739	)

Depreciation included in cost of goods sold	$	-	$	315		$	646		$	921
Capital expenditures	$	-	$	433		$	111		$	722

Inventories	$	1,913
Other current assets		311
Property and equipment		8,187
Operating lease right of use assets		1,701
Total assets held for sale	$	12,112
Accrued expenses, including paid time off liabilities of employees of the SRB business		236
Operating lease liabilities		1,841
Finance lease liabilities		17
Long-term debt, including $450 of mortgage promissory note, not exclusively related to the SRB Business		468
Total liabilities held for sale	$	2,562

Discontinued Operations, Cash Flow Activity [Table Text Block]

	Nine Months Ended September 30,
	2023			2022

Net cash provided by (used in) operating activities	$	(211	)	$	880
Net cash provided by (used in) investing activities		1,679			(180	)
Net cash used in financing activities		(460	)		(109	)
Net cash provided to continuing operations	$	(4,483	)	$	(2,042	)

Note 5 - Accounts Receivable and Revenues (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedules of Concentration of Risk, by Risk Factor [Table Text Block]

	Customer
	A			B			C			D
% of revenues, three months ended September 30, 2023		26	%		20	%		12	%		4	%
% of revenues, three months ended September 30, 2022		15	%		5	%		11	%		-	%

% of revenues, nine months ended September 30, 2023		28	%		12	%		10	%		3	%
% of revenues, nine months ended September 30, 2022		13	%		8	%		5	%		2	%

% of accounts receivable, as of September 30, 2023		1	%		39	%		16	%		10	%
% of accounts receivable, as of December 31, 2022		12	%		19	%		-	%		-	%

Disaggregation of Revenue [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Rice products	$	3,439	$	4,497	$	11,530	$	11,672
Barley products		1,192		1,481		4,466		5,411
Other		226		659		974		2,126
Revenues	$	4,857	$	6,637	$	16,970	$	19,209

Note 6 - Inventories (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Inventory, Current [Table Text Block]

	September 30,		December 31,
	2023		2022
Finished goods	$	270	$	228
Raw materials		225		212
Packaging		19		25
Inventories	$	514	$	465

Note 7 - Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Property, Plant and Equipment [Table Text Block]

	September 30,		December 31,		Estimated Useful Lives
	2023		2022		(in years)
Land	$	493	$	493
Furniture and fixtures		-		71	7	-	10
Plant		3,444		3,440	20	-	40 or life of lease
Computer and software		27		382	3	-	5
Leasehold improvements		-		152	5	-	6
Machinery and equipment		6,436		5,758	5	-	15
Property and equipment, cost		10,310		10,296
Less accumulated depreciation		4,373		4,276
Property and equipment, net	$	5,937	$	6,020

Note 8 - Leases (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Lease, Cost [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Finance lease cost:
Amortization of right-of-use assets, included in cost of goods sold	$	36	$	20	$	85	$	59
Interest on lease liabilities		14		6		41		11
Operating lease cost, included in selling, general and administrative expenses:
Fixed leases cost		26		129		80		387
Variable lease cost		20		39		61		125
Short-term lease cost		20		41		96		62
Total lease cost	$	116	$	235	$	363	$	644

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from finance leases	$	14	$	6	$	41	$	11
Operating cash flows from operating leases	$	26	$	129	$	80	$	387
Financing cash flows from finance leases	$	35	$	22	$	113	$	68

Lessee, Operating and Finance Leases, Remaining Terms and Discount Rates [Table Text Block]

	Operating Leases		Finance Leases
Remaining leases terms (in years)		-		0.4	-	4.3
Weighted average remaining lease terms (in years)		-		3.9
Discount rates		-		2.8%	-	11.6%
Weighted average discount rate		-		9.6%

Lessee, Operating and Finance Lease Liability, Maturity [Table Text Block]

	Operating		Finance
	Leases		Leases
2023		-	$	57
2024		-		177
2025		-		167
2026		-		165
2027		-		126
Thereafter		-		4
Total lease payments		-		696
Amounts representing interest				(126	)
Present value of lease obligations	$	-	$	570

Note 9 - Debt (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Debt [Table Text Block]

	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Average borrowings outstanding	$	1,293	$	3,150	$	2,355	$	3,036
Interest paid on borrowings		34		51		168		142
Fees paid on borrowings		26		51		131		114

Schedule of Long-Term Debt Instruments [Table Text Block]

	September 30,		December 31,
	2023		2022
Mortgage promissory note - Originally dated July 2020. As subsequently modified, interest accrues at an annual rate which is the greater of 7.0% above the Lender's prime rate (15.3% at June 30, 2023) and 10.3% and payable in monthly installments through September 2024. Face amount $2.5 million. Secured by certain real property in Arkansas. December 31, 2022, excludes $450 thousand allocated to discontinued operations.	$	1,730	$	1,761
Equipment note - Dated May 2021. Original principal $46 thousand. Due in monthly installments through June 2025. Interest accrues at the effective discount rate of 3.6% per year.		17		24
Equipment note - Dated June 2023. Original principal $144 thousand. Due in monthly installments through August 2025. Interest accrues at the effective discount rate of 14.0% per year.		129		-
Progress payment agreement - Dated August 2022. Original principal $37 thousand. Interest was payable monthly at the rate of 25.2% per year until obligation was transferred to a finance lease in February 2023.		-		39
Total long-term debt, net	$	1,876	$	1,824

Schedule of Maturities of Long-Term Debt [Table Text Block]

2023	$	321
2024		1,403
2025		158
Principal maturities		1,882
Debt issuance costs		(6)
Total long-term debt, net	$	1,876

Note 10 - Equity, Share-based Compensation and Warrants (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Stockholders Equity [Table Text Block]

	Shares
	Preferred				Preferred		Common			Accumulated
	Series G		Common		Stock		Stock			Deficit			Equity
Balance, December 31, 2022		150		6,309,509	$	75	$	328,551		$	(315,717	)	$	12,909
Common stock awards under equity incentive plans		-		68,693		-		300			-			300
Stock units issued to vendor		-		6,132		-		23			-			23
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(2,028	)		(2,028	)
Balance, March 31, 2023		150		6,384,934		75		328,875			(317,745	)		11,205
Common stock awards under equity incentive plans		-		221,742		-		(12	)		-			(12	)
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(10,331	)		(10,331	)
Balance, June 30, 2023		150		6,607,276	$	75	$	328,883		$	(328,076	)	$	882
Common stock awards under equity incentive plans		-		500		-		96			-			96
Stock units issued to vendor		-		-		-		19			-			19
Common stock issued to vendor		-		600		-		1			-			1
Net loss		-		-		-		-			(1,782	)		(1,782	)
Balance, September 30, 2023		150		6,608,376	$	75	$	328,999		$	(329,858	)	$	(784	)

Balance, December 31, 2021	150	5,158,967	$	75	$	326,279	$	(307,859	)	$	18,495
Common stock awards under equity incentive plans	-	22,475		-		241		-			241
Common stock issued to vendor	-	600		-		5		-			5
Net loss	-	-		-		-		(1,516	)		(1,516	)
Balance, March 31, 2022	150	5,182,042		75		326,525		(309,375	)		17,225
Common stock awards under equity incentive plans	-	48,388		-		146		-			146
Common stock issued to vendor	-	600		-		1		-			1
Net loss	-	-		-		-		(2,621	)		(2,621	)
Balance, June 30, 2022	150	5,231,030	$	75	$	326,672	$	(311,996	)	$	14,751
Common stock awards under equity incentive plans	-	-		-		492		-			492
Common stock issued to vendor	-	600		-		2		-			2
Other	-	10,447		-		-		-			-
Net loss	-	-		-		-		(2,042	)		(2,042	)
Balance, September 30, 2022	150	5,242,077	$	75	$	327,166	$	(314,038	)	$	13,203

Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Table Text Block]

	Three Months Ended September 30,					Nine Months Ended September 30,
	2023		2022			2023		2022
Stock options	$	69	$	(54	)	$	3	$	(74	)
Restricted stock units		27		464			288		801
Compensation expense related to common stock awards issued under equity incentive plans	$	96	$	410		$	291		727

Share-Based Payment Arrangement, Restricted Stock Unit, Activity [Table Text Block]

	RSUs										SUs
	Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)		Number of Units			Unrecognized Compensation (in thousands)			Average Grant Date Fair Value per share		Weighted Average Expense Period (Years)
Nonvested at December 31, 2022		366,818		$	1,024		$	2.79		2.8		160,000		$	201		$	1.26	$	3
Granted		76,088			70			0.93		-		6,132			5			0.75		-
Forfeited		(646	)		(3	)		5.15		0.6		-			-			-		-
Vested with service		(164,781	)		-			-		-		(6,132	)		-			-		-
Expense		-			(274	)		-		-		-			(24	)		-		-
Nonvested at March 31, 2023		277,479			817			2.95		2.6		160,000			182			1.14		2.5
Granted		60,196			60			1.00		-		-			-			-		-
Forfeited		(231,413	)		(881	)		3.81		1.3		-			-			-		-
Vested with service		(60,196	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(16,750	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			12			-		-		-			(19	)		-		-
Nonvested at June 30, 2023		29,316		$	8		$	0.29		0.1		160,000		$	163		$	1.02		2.2
Granted		66,280			29			0.43		-		-			-			-		-
Forfeited		(2,000	)		(8	)		4.00		0.4		-			-			-		-
Vested with service		(92,596	)		-			-		-		-			-			-		-
Vested upon involuntary termination		(500	)		-			-		-		-			-			-		-
Expense reversal (expense)		-			(28	)		-		-		-			(19	)		-		-
Nonvested at September 30, 2023		500		$	1		$	4.12		-		160,000		$	144		$	0.90		2.0

	Number of RSUs
Vested at December 31, 2022		224,725
Vested with service		170,913
Issued at vesting		(74,825	)
Vested at March 31, 2023		320,813
Vested with service		60,196
Vested upon involuntary termination		16,750
Issued at vesting		(221,742	)
Vested at June 30, 2023		176,017
Vested with service		92,596
Vested upon involuntary termination		500
Issued at vesting		(500	)
Vested at September 30, 2023		268,613

Note 12 - Loss Per Share (EPS) (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
NUMERATOR (in thousands):
Basic and diluted - loss from continuing operations	$	(1,782	)	$	(1,551	)	$	(5,132	)	$	(5,440	)

DENOMINATOR:
Weighted average number of shares of shares of common stock outstanding		6,607,738			5,235,005			6,462,025			5,203,504
Weighted average number of shares of common stock underlying vested RSUs and SUs		198,615			97,303			237,938			87,276
Basic and diluted EPS - weighted average number of shares outstanding		6,806,353			5,332,308			6,699,963			5,290,780

Note 13 - Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2023

Notes Tables

Fair Value, Liabilities Measured on Recurring Basis [Table Text Block]

	Level 1		Level 2		Level 3		Total

Total liabilities at fair value as of September 30, 2023 - Derivative warrant liability						55	$	55
Total liabilities at fair value as of December 31, 2022 - Derivative warrant liability	$	-	$	-	$	69	$	69

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

	Fair Value as of Beginning of Period		Total Realized and Unrealized Gains (Losses)		Issuance of New Instruments		Net Transfers (Into) Out of Level 3		Fair Value, at End of Period		Change in Unrealized Gains (Losses) on Instruments Still Held
Three months ended September 30, 2023
Total Level 3 fair value - Derivative warrant liability	$	108	$	53	$	-	$	-	$	55	$	53
Nine months ended September 30, 2023:
Total Level 3 fair value - Derivative warrant liability	$	69	$	14	$	-	$	-	$	55	$	14

Three months ended September 30, 2022
Total Level 3 fair value - Derivative warrant liability	$	846	$	612	$	-	$	-	$	234	$	612
Nine months ended September 30, 2022:
Total Level 3 fair value - Derivative warrant liability	$	258	$	24	$	-	$	-	$	234	$	24

Warrants, Valuation Assumption [Table Text Block]

	September 2023			December 31, 2022
Assumed exercise price	$	0.57		$	2.72
Assumed volatility		93.3	%		92.2	%
Assumed risk free interest rate		5.4	%		4.3	%
Expected life of options (in years)		3.0			3.7
Expected dividends		-			-

Note 2 - Liquidity and Management's Plans (Details Textual) - USD ($) shares in Millions	Dec. 01, 2023	Sep. 30, 2023	Dec. 31, 2022
Retained Earnings (Accumulated Deficit)		$ (329,858,000)	$ (315,717,000)
Cash and Cash Equivalents, at Carrying Value		466,000	3,941,000
Mortgage Agreement [Member]
Debt Instrument, Face Amount		$ 2.5	$ 2.5
Subsequent Event [Member] \| Funicular Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	5.0
Class of Warrant or Right, Percentage of Ownership if All Exercised	49.80%
Subsequent Event [Member] \| Old Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	2.2
Stock Issued During Period, Shares, Warrants Exercised (in shares)	0.6
Subsequent Event [Member] \| New Warrants [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	1.2
Subsequent Event [Member] \| Funicular Financing [Member]
Debt Instrument, Face Amount	$ 4,000,000
Debt Instrument, Unamortized Discount	400,000
Subsequent Event [Member] \| Mortgage Agreement [Member]
Repayments of Debt	$ 1,500,000
Subsequent Event [Member] \| Funicular [Member]
Stock Issued During Period, Shares, Debt Financing (in shares)	0.4

Note 3 - Discontinued Operations (Details Textual) - Stabilized Rice Bran (SRB) [Member] - Discontinued Operations, Disposed of by Sale [Member] - USD ($) $ in Thousands		6 Months Ended	9 Months Ended
	Jun. 23, 2023	Jun. 30, 2023	Sep. 30, 2023
Proceeds from Divestiture of Businesses	$ 1,800
Liabilities Assumed	1,700
Proceeds from Divestiture of Businesses, Net of Cash Divested	1,400		$ 1,400
Disposal Group, Including Discontinued Operation, Assets, Net	10,010
Gain (Loss) on Disposition of Business	$ (8,600)
Repayments of Notes Payable		$ 450	$ 500

Note 3 - Discontinued Operations - Sale Price Allocation (Details) - Discontinued Operations, Disposed of by Sale [Member] - Stabilized Rice Bran (SRB) [Member] - USD ($) $ in Thousands	6 Months Ended	9 Months Ended
	Jun. 30, 2023	Sep. 30, 2023
Purchase price	$ 1,800
Estimated expenses, accrued as of June 30, 2023	(375)
Net proceeds	1,425
Repayment of mortgage promissory note	450	$ 500
Payment of paid time off liabilities	215
Payments for Liabilities	$ 665

Note 3 - Discontinued Operations - Schedule of Discontinued Operations (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Jun. 23, 2023	Dec. 31, 2022
Loss from discontinued operations	$ 0	$ (491)	$ (9,009)	$ (739)
Depreciation included in cost of goods sold			694	671
Capital expenditures			611	494
Stabilized Rice Bran (SRB) [Member] \| Discontinued Operations, Disposed of by Sale [Member]
Inventories					$ 2,252	$ 1,913
Other current assets					185	311
Property and equipment					7,710	8,187
Operating lease right of use assets					1,566	1,701
Total assets					11,713	12,112
Accrued expenses					9	236
Operating lease liabilities					1,668	1,841
Finance lease liabilities					12	17
Allocated to discontinued operations					14	468
Total liabilities					1,703	$ 2,562
Net assets sold					$ 10,010
Revenues	0	3,615	6,857	11,792
Cost of goods sold	0	(3,750)	(6,796)	(11,334)
Selling, general and administrative expenses	0	(329)	(457)	(1,144)
Interest expense	0	(27)	(28)	(53)
Loss from operations of discontinued operations	0	(491)	(424)	(739)
Loss on sale	0	0	(8,585)	0
Loss from discontinued operations	0	(491)	(9,009)	(739)
Depreciation included in cost of goods sold	0	315	646	921
Capital expenditures	$ 0	$ 433	$ 111	$ 722

Note 3 - Discontinued Operations - Schedule of Cash Flow Activity (Details) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Net cash provided by (used in) operating activities	$ (211)	$ 880
Net cash provided by (used in) investing activities	1,679	(180)
Net cash used in financing activities	(460)	(109)
Stabilized Rice Bran (SRB) [Member] \| Discontinued Operations, Disposed of by Sale [Member]
Net cash provided by (used in) operating activities	(211)	880
Net cash provided by (used in) investing activities	1,679	(180)
Net cash used in financing activities	(460)	(109)
Net cash provided to continuing operations	$ (4,483)	$ (2,042)

Note 5 - Accounts Receivable and Revenues - Revenues and Accounts Receivable from Significant Customers (Details) - Customer Concentration Risk [Member]	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue Benchmark [Member] \| Customer A [Member]
Concentration risk, percentage	26.00%	15.00%	28.00%	13.00%
Revenue Benchmark [Member] \| Customer B [Member]
Concentration risk, percentage	20.00%	5.00%	12.00%	8.00%
Revenue Benchmark [Member] \| Customer C [Member]
Concentration risk, percentage	12.00%	11.00%	10.00%	5.00%
Revenue Benchmark [Member] \| Customer D [Member]
Concentration risk, percentage	4.00%	0.00%	3.00%	2.00%
Accounts Receivable [Member] \| Customer A [Member]
Concentration risk, percentage			1.00%		12.00%
Accounts Receivable [Member] \| Customer B [Member]
Concentration risk, percentage			39.00%		19.00%
Accounts Receivable [Member] \| Customer C [Member]
Concentration risk, percentage			16.00%		0.00%
Accounts Receivable [Member] \| Customer D [Member]
Concentration risk, percentage			10.00%		0.00%

Note 5 - Accounts Receivable and Revenues - Revenues by Product Line (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenues	$ 4,857	$ 6,637	$ 16,970	$ 19,209
Rice Products [Member]
Revenues	3,439	4,497	11,530	11,672
Barley Products [Member]
Revenues	1,192	1,481	4,466	5,411
Product and Service, Other [Member]
Revenues	$ 226	$ 659	$ 974	$ 2,126

Note 6 - Inventories - Components of Inventories (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Finished goods	$ 270	$ 228
Raw materials	225	212
Packaging	19	25
Inventories	$ 514	$ 465

Note 7- Property and Equipment - Property, Plant and Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
Property, plant, and equipment gross	$ 10,310	$ 10,296
Property, plant, and equipment accumulated depreciation	4,373	4,276
Property and equipment, net	5,937	6,020
Land [Member]
Property, plant, and equipment gross	493	493
Furniture and Fixtures [Member]
Property, plant, and equipment gross	$ 0	71
Furniture and Fixtures [Member] \| Minimum [Member]
Estimated useful lives (Year)	7 years
Furniture and Fixtures [Member] \| Maximum [Member]
Estimated useful lives (Year)	10 years
Plant [Member]
Property, plant, and equipment gross	$ 3,444	3,440
Plant [Member] \| Minimum [Member]
Estimated useful lives (Year)	20 years
Plant [Member] \| Maximum [Member]
Estimated useful lives (Year)	40 years
Computer and Software [Member]
Property, plant, and equipment gross	$ 27	382
Computer and Software [Member] \| Minimum [Member]
Estimated useful lives (Year)	3 years
Computer and Software [Member] \| Maximum [Member]
Estimated useful lives (Year)	5 years
Leasehold Improvements [Member]
Property, plant, and equipment gross	$ 0	152
Leasehold Improvements [Member] \| Minimum [Member]
Estimated useful lives (Year)	5 years
Leasehold Improvements [Member] \| Maximum [Member]
Estimated useful lives (Year)	6 years
Machinery and Equipment [Member]
Property, plant, and equipment gross	$ 6,436	$ 5,758
Machinery and Equipment [Member] \| Minimum [Member]
Estimated useful lives (Year)	5 years
Machinery and Equipment [Member] \| Maximum [Member]
Estimated useful lives (Year)	15 years

Note 8 - Leases (Details Textual) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
Note 8 - Leases (Details Textual) - USD ($) $ in Millions	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Finance Lease, Right-of-Use Asset, after Accumulated Amortization		$ 0.7		$ 0.8
Finance Lease, Right-of-Use Asset, before Accumulated Amortization		0.9		$ 0.9
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability	$ 0.1	$ 0.2	$ 0.3

Note 8 - Leases - Components of Lease Expense and Cash Flows from Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Amortization of right-of-use assets, included in cost of goods sold	$ 36	$ 20	$ 85	$ 59
Interest on lease liabilities	14	6	41	11
Fixed leases cost	26	129	80	387
Variable lease cost	20	39	61	125
Short-term lease cost	20	41	96	62
Total lease cost	116	235	363	644
Operating cash flows from finance leases	14	6	41	11
Operating cash flows from operating leases	26	129	80	387
Financing cash flows from finance leases	$ 35	$ 22	$ 113	$ 68

Note 8 - Leases - Remaining Terms and Discount Rates (Details)	Sep. 30, 2023
Weighted average remaining lease terms (in years), finance leases (Year)	3 years 10 months 24 days
Discount rates, operating leases	0.00%
Weighted average discount rate, operating leases	0.00%
Weighted average discount rate, finance leases	9.60%
Minimum [Member]
Remaining leases terms (in years), finance leases (Year)	4 months 24 days
Discount rates, finance leases	2.80%
Maximum [Member]
Remaining leases terms (in years), finance leases (Year)	4 years 3 months 18 days
Discount rates, finance leases	11.60%

Note 8 - Leases - Maturities of Lease Liabilities (Details) $ in Thousands	Sep. 30, 2023 USD ($)
2023, operating leases	$ 0
2023, finance leases	57
2024, operating leases	0
2024, finance leases	177
2025, operating leases	0
2025, finance leases	167
2026, operating leases	0
2026, finance leases	165
2027, operating leases	0
2027, finance leases	126
Thereafter, operating leases	0
Thereafter, finance leases	4
Total lease payments, operating leases	0
Total lease payments, finance leases	696
Amounts representing interest, operating leases
Amounts representing interest, finance leases	(126)
Present value of lease obligations, operating leases	0
Present value of lease obligations, finance leases	$ 570

Note 9 - Debt (Details Textual) - USD ($) $ in Thousands			1 Months Ended	3 Months Ended	9 Months Ended	10 Months Ended	12 Months Ended
Note 9 - Debt (Details Textual) - USD ($) $ in Thousands	Jan. 31, 2023	Sep. 30, 2022	Jan. 31, 2023	Sep. 30, 2023	Sep. 30, 2023	Oct. 31, 2019	Dec. 31, 2022
Long-Term Debt, Gross				$ 1,882	$ 1,882
Factoring Agreement [Member] \| Line of Credit [Member]
Line of Credit Facility, Maximum Borrowing Capacity						$ 7,000
Debt Instrument, Term (Year)						2 years
Line of Credit Facility, Funding Fee, Percentage Above Prime Rate						0.50%
Line of Credit Facility, Funding Fee, Minimum Percentage						5.50%
Mortgage Agreement [Member]
Debt Instrument, Interest Rate, Stated Percentage				7.00%	7.00%		7.00%
Proceeds from Issuance of Debt		$ 900
Long-Term Debt, Gross	$ 1,300		$ 1,300
Mortgage Agreement [Member] \| Prime Rate [Member]
Debt Instrument, Interest Rate, Stated Percentage	10.30%		10.30%				14.50%
Debt Instrument, Basis Spread on Variable Rate		7.00%			15.30%		10.30%
Line of Credit With Bank [Member]
Line of Credit Facility, Maximum Amount Outstanding During Period				$ 600
Debt, Weighted Average Interest Rate				6.70%	6.70%
Mortgage Agreement, at Modification [Member]
Debt Instrument, Interest Rate, Stated Percentage	10.30%		10.30%
Long-Term Debt, Gross	$ 2,500		$ 2,500
Proceeds from Issuance of Long-Term Debt, Total			300
Mortgage Agreement, at Modification [Member] \| Prime Rate [Member]
Debt Instrument, Basis Spread on Variable Rate	7.00%
Over Advance Note [Member]
Long-Term Debt, Gross	$ 900		$ 900
Finance Agreements for Annual Insurance Premiums [Member]
Debt Instrument, Interest Rate, Stated Percentage				7.50%	7.50%

Note 9 - Debt - Due Under Factoring Agreement (Details) - Line of Credit [Member] - Factoring Agreement [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Average borrowings outstanding	$ 1,293	$ 3,150	$ 2,355	$ 3,036
Interest paid on borrowings	34	51	168	142
Fees paid on borrowings	$ 26	$ 51	$ 131	$ 114

Note 9 - Debt - Long-term Debt (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Total long term debt, net	$ 1,876,000	$ 1,824,000
Total long term debt, net	1,876,000	1,824,000
Mortgage Agreement [Member]
Total long term debt, net	1,730	1,761
Total long term debt, net	1,730	1,761
Equipment Notes, May 2021 [Member] \| Notes Payable, Other Payables [Member]
Total long term debt, net	17	24
Total long term debt, net	17	24
Equipment Notes June 2023 [Member] \| Notes Payable, Other Payables [Member]
Total long term debt, net	129	0
Total long term debt, net	129	0
Progress Payment Agreement [Member]
Total long term debt, net	0	39,000
Total long term debt, net	$ 0	$ 39,000

Note 9 - Debt - Long-term Debt (Details) (Parentheticals) - USD ($)		9 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2023	Dec. 31, 2022	Jan. 31, 2023
Mortgage Agreement [Member]
Interest rate		7.00%	7.00%
Original principal		$ 2.5	$ 2.5
Maturity date		Sep. 30, 2024	Sep. 30, 2024
Allocated to discontinued operations			$ 450
Mortgage Agreement [Member] \| Prime Rate [Member]
Interest rate			14.50%	10.30%
Interest rate, variable	7.00%	15.30%	10.30%
Equipment Notes, May 2021 [Member] \| Notes Payable, Other Payables [Member]
Original principal		$ 46,000	$ 46,000
Maturity date		Jun. 30, 2025	Jun. 30, 2025
Interest rate, effective rate		3.60%	3.60%
Equipment Notes June 2023 [Member] \| Notes Payable, Other Payables [Member]
Original principal		$ 144,000	$ 144,000
Maturity date		Aug. 31, 2025	Aug. 31, 2025
Interest rate, effective rate		14.00%	14.00%
Progress Payment Agreement [Member]
Interest rate		25.20%	25.20%
Original principal		$ 37,000	$ 37,000

Note 9 - Debt - Future Principal Maturities of Long-term Debt Outstanding (Details) - USD ($) $ in Thousands	Sep. 30, 2023	Dec. 31, 2022
2023	$ 321
2024	1,403
2025	158
Principal maturities	1,882
Debt issuance costs	(6)
Total long-term debt, net	$ 1,876	$ 1,824

Note 10 - Equity, Share-based Compensation and Warrants (Details Textual) - $ / shares	1 Months Ended
	Jul. 31, 2023	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)	100,000
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price (in dollars per share)	$ 1.05
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Weighted Average Grant Date Fair Value (in dollars per share)	$ 73
Share Based Compensation, Maximum Percentage of Ownership	4.95%
Preferred Share Purchase Right [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 6
Series H Preferred Stock [Member]
Preferred Stock, No Par Value (in dollars per share)	0
Preferred Stock, Dividend Rate, Per-Dollar-Amount (in dollars per share)	$ 1
Series H Preferred Stock [Member] \| Preferred Share Purchase Right [Member]
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right (in shares)	0.001
Deferred Restricted Stock Units (RSUs) [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Outstanding, Number (in shares)		268,613

Note 10 - Equity, Share-based Compensation and Warrants - Stockholders Equity (Details) - USD ($) $ in Thousands	3 Months Ended						9 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Balance (in shares)			6,309,509				6,309,509
Balance	$ 882	$ 11,205	$ 12,909	$ 14,751	$ 17,225	$ 18,495	$ 12,909	$ 18,495
Common stock awards under equity incentive plans	96	(12)	300	492	146	241
Stock units issued to vendor	1	1	1	2	1	5
Net loss	$ (1,782)	(10,331)	(2,028)	(2,042)	(2,621)	(1,516)	$ (14,141)	(6,179)
Balance (in shares)	6,608,376						6,608,376
Balance	$ (784)	882	11,205	13,203	14,751	17,225	$ (784)	13,203
Stock Units Issued (SUI) [Member]
Stock units issued to vendor	19	19	23
Preferred Stock [Member]
Balance	75	75	75	75	75	75	75	75
Common stock awards under equity incentive plans	0	0	0	0	0	0
Stock units issued to vendor	0	0	0	0	0	0
Net loss	0	0	0	0	0	0
Balance	75	75	75	$ 75	$ 75	$ 75	$ 75	$ 75
Preferred Stock [Member] \| Stock Units Issued (SUI) [Member]
Stock units issued to vendor	$ 0	$ 0	$ 0
Preferred Stock [Member] \| Series G Preferred Stock [Member]
Balance (in shares)	150	150	150	150	150	150	150	150
Common stock awards under equity incentive plans (in shares)	0	0	0		0	0
Stock units issued to vendor (in shares)	0	0	0	0	0	0
Other (in shares)				0
Balance (in shares)	150	150	150	150	150	150	150	150
Preferred Stock [Member] \| Series G Preferred Stock [Member] \| Stock Units Issued (SUI) [Member]
Stock units issued to vendor (in shares)	0	0	0
Common Stock [Member]
Balance (in shares)	6,607,276	6,384,934	6,309,509	5,231,030	5,182,042	5,158,967	6,309,509	5,158,967
Balance	$ 328,883	$ 328,875	$ 328,551	$ 326,672	$ 326,525	$ 326,279	$ 328,551	$ 326,279
Common stock awards under equity incentive plans (in shares)	500	221,742	68,693		48,388	22,475
Common stock awards under equity incentive plans	$ 96	$ (12)	$ 300	$ 492	$ 146	$ 241
Stock units issued to vendor (in shares)	600	600	600	600	600	600
Stock units issued to vendor	$ 1	$ 1	$ 1	$ 2	$ 1	$ 5
Net loss	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0
Other (in shares)				10,447
Balance (in shares)	6,608,376	6,607,276	6,384,934	5,242,077	5,231,030	5,182,042	6,608,376	5,242,077
Balance	$ 328,999	$ 328,883	$ 328,875	$ 327,166	$ 326,672	$ 326,525	$ 328,999	$ 327,166
Common Stock [Member] \| Stock Units Issued (SUI) [Member]
Stock units issued to vendor (in shares)	0	0	6,132
Stock units issued to vendor	$ 19	$ 19	$ 23
Retained Earnings [Member]
Balance	(328,076)	(317,745)	(315,717)	(311,996)	(309,375)	(307,859)	(315,717)	(307,859)
Common stock awards under equity incentive plans	0	0	0	0	0	0
Stock units issued to vendor	0	0	0	0	0	0
Net loss	(1,782)	(10,331)	(2,028)	(2,042)	(2,621)	(1,516)
Balance	(329,858)	(328,076)	(317,745)	$ (314,038)	$ (311,996)	$ (309,375)	$ (329,858)	$ (314,038)
Retained Earnings [Member] \| Stock Units Issued (SUI) [Member]
Stock units issued to vendor	$ 0	$ 0	$ 0

Note 10 - Equity, Share-based Compensation and Warrants - Share-based Compensation Expenses Related to Employees and Directors (Details) - The 2014 Equity Incentive Plan [Member] - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Compensation expense (expense reversal) related to common stock awards issued under equity incentive plans	$ 96	$ 410	$ 291	$ 727
Share-Based Payment Arrangement, Option [Member]
Compensation expense (expense reversal) related to common stock awards issued under equity incentive plans	69	(54)	3	(74)
Restricted Stock Units (RSUs) [Member]
Compensation expense (expense reversal) related to common stock awards issued under equity incentive plans	$ 27	$ 464	$ 288	$ 801

Note 10 - Equity, Share-based Compensation and Warrants - Restricted Stock Unit Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended			12 Months Ended
	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Restricted Stock Units (RSUs) [Member]
Nonvested, shares issued (in shares)	29,316	277,479	366,818
Nonvested, unrecognized stock compensation	$ 8	$ 817	$ 1,024
Nonvested, average grant date fair value (in dollars per share)	$ 0.29	$ 2.95	$ 2.79
Nonvested, weighted average expense period (Year)		1 month 6 days	2 years 7 months 6 days	2 years 9 months 18 days
Granted, nonvested, shares issued (in shares)	66,280	60,196	76,088
Granted, unrecognized stock compensation	$ 29	$ 60	$ 70
Granted, average grant date fair value (in dollars per share)	$ 0.43	$ 1	$ 0.93
Granted, unrecognized stock compensation	$ 29	$ 60	$ 70
Forfeited, shares issued (in shares)	(2,000)	(231,413)	(646)
Forfeited, unrecognized stock compensation	$ (8)	$ (881)	$ (3)
Forfeited, average grant date fair value (in dollars per share)	$ 4	$ 3.81	$ 5.15
Forfeited, weighted average expense period (Year)	4 months 24 days	1 year 3 months 18 days	7 months 6 days
Vested with service, shares issued (in shares)	(92,596)	(60,196)	(164,781)
Expense reversal (expense)	$ (28)	$ 12	$ (274)
Vested upon involuntary termination, shares issued (in shares)	(500)	(16,750)
Granted, average grant date fair value (in dollars per share)	$ 0.43	$ 1	$ 0.93
Nonvested, shares issued (in shares)	500	29,316	277,479	366,818
Nonvested, unrecognized stock compensation	$ 1	$ 8	$ 817	$ 1,024
Nonvested, average grant date fair value (in dollars per share)	$ 4.12	$ 0.29	$ 2.95	$ 2.79
Vested, balance (in shares)	176,017	320,813	224,725
Vested with service (in shares)	92,596	60,196	170,913
Issued at vesting (in shares)	(500)	(221,742)	(74,825)
Vested upon involuntary termination (in shares)	500	16,750
Vested, balance (in shares)	268,613	176,017	320,813	224,725
Stock Units Issued (SUI) [Member]
Nonvested, shares issued (in shares)	160,000	160,000	160,000
Nonvested, unrecognized stock compensation	$ 163	$ 182	$ 201
Nonvested, average grant date fair value (in dollars per share)	$ 1.02	$ 1.14	$ 1.26
Nonvested, weighted average expense period (Year)	2 years	2 years 2 months 12 days	2 years 6 months	3 years
Granted, nonvested, shares issued (in shares)	0	0	6,132
Granted, unrecognized stock compensation	$ 0	$ 0	$ 5
Granted, average grant date fair value (in dollars per share)	$ 0	$ 0	$ 0.75
Granted, unrecognized stock compensation	$ 0	$ 0	$ 5
Forfeited, shares issued (in shares)	0	0	0
Forfeited, unrecognized stock compensation	$ 0	$ 0	$ 0
Forfeited, average grant date fair value (in dollars per share)	$ 0	$ 0	$ 0
Vested with service, shares issued (in shares)	0	0	(6,132)
Expense reversal (expense)	$ (19)	$ (19)	$ (24)
Vested upon involuntary termination, shares issued (in shares)	0	0
Granted, average grant date fair value (in dollars per share)	$ 0	$ 0	$ 0.75
Nonvested, shares issued (in shares)	160,000	160,000	160,000	160,000
Nonvested, unrecognized stock compensation	$ 144	$ 163	$ 182	$ 201
Nonvested, average grant date fair value (in dollars per share)	$ 0.9	$ 1.02	$ 1.14	$ 1.26
Vested upon involuntary termination (in shares)	(0)	(0)

Note 12 - Loss Per Share (EPS) - EPS Computations (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Basic and diluted - loss from continuing operations	$ (1,782)	$ (1,551)	$ (5,132)	$ (5,440)
Weighted average number of shares of shares of common stock outstanding (in shares)	6,607,738	5,235,005	6,462,025	5,203,504
Weighted average number of shares of common stock underlying vested RSUs and SUs (in shares)	198,615	97,303	237,938	87,276
Basic and diluted EPS - weighted average number of shares outstanding (in shares)	6,806,353	5,332,308	6,699,963	5,290,780

Note 13 - Fair Value Measurements (Details Textual) - Warrant A [Member] - Derivative Financial Instruments, Liabilities [Member] - $ / shares	Sep. 13, 2021	Sep. 30, 2023
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares)	230,769
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share)	$ 2.72	$ 0.57
Class of Warrant or Right, Change in Exercise Price, Maximum Percentage of Five-day Volume Weighted Average Common Stock	110.00%

Note 13 - Fair Value Measurements - Fair Value of Liabilities on Recurring Basis (Details) - Fair Value, Recurring [Member] - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Derivative warrant liability	$ 55	$ 69
Fair Value, Inputs, Level 1 [Member]
Derivative warrant liability		0
Fair Value, Inputs, Level 2 [Member]
Derivative warrant liability		0
Fair Value, Inputs, Level 3 [Member]
Derivative warrant liability	$ 55	$ 69

Note 13 - Fair Value Measurements - Changes in Level 3 Items Measured at Fair Value (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Fair value as of beginning of period	$ 108	$ 846	$ 69	$ 258
Total realized and unrealized gains (losses)	53	612	14	24
Issuance of new instruments	0	0	0	0
Net transfers (into) out of level 3	0	0	0	0
Fair value at end of period	55	234	55	234
Change in unrealized gains (losses) on instruments still held	$ 53	$ 612	$ 14	$ 24

Note 13 - Fair Value Measurements - Fair Value Assumption Measurement of Warrant A (Details)	Sep. 30, 2023	Dec. 31, 2022
Measurement Input, Exercise Price [Member]
Warrants and Rights Outstanding, Measurement Input	0.57	2.72
Measurement Input, Price Volatility [Member]
Warrants and Rights Outstanding, Measurement Input	0.933	0.922
Measurement Input, Risk Free Interest Rate [Member]
Warrants and Rights Outstanding, Measurement Input	0.054	0.043
Measurement Input, Expected Term [Member]
Warrants and Rights Outstanding, Measurement Input	3	3.7
Measurement Input, Expected Dividend Rate [Member]
Warrants and Rights Outstanding, Measurement Input	0	0