Item 3.03 Material Modification to the Rights of Security Holders

As previously disclosed, at the Annual Meeting of Shareholders held on July 14, 2022, the shareholders of RiceBran Technologies (the "Company") approved amendments to the Company's articles of incorporation pursuant to which either five, ten, fifteen, twenty, or twenty-five outstanding shares of the Company's common stock would be combined into one share of such stock, and authorized the board of directors of the Company (the "Board"), at its discretion, to select and file one such amendment which would affect the reverse stock split at one of these five reverse split ratios on or before July 14, 2023, if deemed appropriate.

The Board has approved a reverse stock split at a ratio of 1-for-10 and, effective at 11:59 PM PST on August 25, 2022, the Company amended its articles of incorporation by filing with the California Secretary of State an amendment to effect a 1-for-10 reverse stock split of its common stock and to decrease the total number of authorized shares of its common stock on a post-reverse stock split basis, so that the total number of shares that the Company has the authority to issue is now 15,000,000 shares of common stock.

As a result of the reverse stock split, every 10 shares of the Company's outstanding common stock were automatically combined into 1 share of common stock. Shareholders will not receive fractional shares in connection with the reverse stock split. Shareholders otherwise entitled to fractional shares will receive an additional share of common stock.

The reverse stock split will reduce the number of shares of the Company's outstanding common stock from 52,310,304 shares to approximately 5,231,030 shares. Each shareholder's percentage ownership interest and the proportional voting power remain unchanged after the reverse stock split, except for minor changes and adjustments resulting from the rounding up of fractional shares.

A new CUSIP number (762831303) has been issued for the Company's split-adjusted common stock. The Company's transfer agent, American Stock Transfer & Trust, is acting as exchange agent for the reverse stock split and will send instructions to shareholders of record regarding the exchange of their certificates for post-reverse stock split electronic statements reflecting book entry ownership of their new shares..

The foregoing description of the amendment to the Company's articles of incorporation contained in this Item 3.01 is qualified in its entirety by reference to the amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

The foregoing information contained under Item 3.03 is copied and incorporated by reference under this Item 5.03 in its entirety.

Item 9.01 Financial Statements and Exhibits.



Exhibit   Description
No.

3.1         Certificate of Amendment of Articles of Incorporation as field with
          the California Secretary of State effective August 25, 2022.
104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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