Item 1.01 Entry into a Material Definitive Agreement.

On January 12, 2023, RiceBran Technologies d/b/a RiceBran Technologies, Inc. (the "Company") entered into a Mortgage with Security Agreement and Fixture Filing (the "Mortgage"), in favor of Continental Republic Capital, LLC d/b/a Republic Business Credit ("Republic"), pursuant to a Secured Promissory Note, dated as of January 12, 2023 (the "Secured Promissory Note") made by the Company and its subsidiaries MGI Grain Incorporated and Golden Ridge Rice Mills, Inc., (the "Borrowers"), in favor of Republic

Under the terms of the Secured Promissory Note, Republic will lend to the Borrowers up to $2.5 million (the "New Term Loan"). The amounts outstanding under the Secured Promissory Note will be secured by the Company's interest in that certain real property commonly known as 1784 Highway 1 North, Wynne, Cross County, Arkansas 72396, pursuant to the Mortgage. The foregoing description of the Secured Promissory Note does not purport to be complete and is qualified in its entirety by reference its full text, a copy of which is attached as Exhibit 10.1 and incorporated herein by reference.

The principal amount of the New Term Loan will be used to pay off the company's prior Term Loan and for general working capital needs. The New Term Loan will accrue interest at a rate equal to 7.0% plus the prime rate of interest announced from time to time by Wells Fargo Bank, N.A., or any successor thereof. The principal amount of the New Term Loan must be repaid in 24 equal monthly installments ending in January 2025. In addition, the Borrowers will incur an administrative fee equal to 1.0% of the increase in the principal amount borrowed under the agreement after repayment of the existing Term Loan.

In addition, on January 12, 2023, the Borrowers and Republic entered into a Third Amendment to the Agreement for Purchase and Sale, dated as of January 12, 2023 (the "Amendment"). The Amendment amends the Agreement for Purchase and Sale (as modified, amended or supplemented, the "APS") that the Company entered into on or about October 28, 2019. The Amendment memorializes and reflects the addition of the new Term Loan facility to the APS, and the removal of the prior Term Loan from the APS, as well as changes in the security interests required by Republic and the conflict resolution provisions of the APS.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information disclosed in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03

Item 9.01 Financial Statements and Exhibits

Exhibit No. Description



10.1            Mortgage Agreement and Amendment
              for Purchase and Sale with Republic
              Business Credit, LLC
104           Cover Page Interactive Data File
              (embedded within the Inline XBRL
              document)

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