|
California
|
2040
|
87-0673375
|
||
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(Primary
Standard Industrial Classification Code Number)
|
(I.R.S.
Employer Identification No.)
|
|
Item
13:
|
Other
Expenses of Issuance and Distributions.
|
|
Registration
Fee
|
$
|
3,000
|
||
|
Blue
Sky Fees
|
2,500
|
|||
|
Printing
|
2,000
|
|||
|
Legal
Fees and Expenses
|
40,000
|
|||
|
Accounting
Fees and Expenses
|
25,000
|
|||
|
Miscellaneous
|
4,000
|
|||
|
Total
|
$
|
76,500
|
|
Item
14:
|
Indemnification
of Directors and Officers.
|
|
Item
15:
|
Recent
Sales of Unregistered Securities.
|
|
(a)
|
During
2004 we issued an aggregate of 168,626 shares of our common stock
to three
venders in payment of $57,944 in accounts payable for goods and
services.
|
|
(b)
|
During
2004 we issued an aggregate of 280,000 shares of our common stock
to two
consultants in settlement of $477,816 of contractual
payments.
|
|
(c)
|
In
January 2004, the Company sold an aggregate of 1,897,143 shares
of its
common stock to eight individuals for total proceeds to the Company
of
$656,221.
|
|
(d)
|
In
February 2004, the Company sold an aggregate of 616,452 shares
of its
common stock to four individuals for total proceeds to the Company
of
$272,614.
|
|
(e)
|
In
March 2004, the Company sold an aggregate of 1,539,262 shares of
its
common stock to five individuals for total proceeds to the Company
of
$810,143.
|
|
(f)
|
On
March 24, 2004, we issued 5,500,000 shares of common stock to our
then
Chief Executive Officer, Ms. Patricia McPeak, in exchange for services
rendered.
|
|
(g)
|
In
April 2004, the Company sold an aggregate of 1,347,299 shares of
its
common stock to four individuals for total proceeds to the Company
of
$514,973.
|
|
(h)
|
In
May 2004, the Company sold an aggregate of 125,000 shares of its
common
stock to two individuals for total proceeds to the Company of $12,475.
|
|
(i)
|
In
September 2004, the Company sold an aggregate of 25,000 shares
of its
common stock to one individual for total proceeds to the Company
of
$4,500.
|
|
(j)
|
On
September 8, 2004, the Company and Langley Park Investments PLC
(“Langley”) signed a Stock Purchase Agreement under which the Company
agreed to sell 7,000,000 shares of its common stock to Langley.
The
transaction will close at the time that Langley’s shares are trading on
the London Stock Exchange for anticipated consideration to NutraCea
(i)
immediately following the closing of approximately $1,190,000 in
Langley
stock, and (ii) additional consideration of that number of Langley
shares
which, as of the closing, will have a value of approximately
$1,190,000.
|
|
(k)
|
In
December 2004, the Company sold an aggregate of 25,000 shares of
its
common stock to one individual for total proceeds to the Company
of
$5,000. There were no underwriting discounts or commissions associated
with this sale.
|
|
(l)
|
In
December 2004, the Company issued warrants to purchase an aggregate
of
2,400,000 shares of the Company’s common stock in connection with a
Promissory Note and Warrant Purchase Agreement entered into with
three
investors for an aggregate purchase amount of $2,400,000. A commission
of
$242,846 as paid to Sandgrain Securities upon consummation of the
financing and a finders fee of $25,000 was
paid.
|
|
(m)
|
During
2004, we issued 3,048,315 shares of our common stock to 15 consultants
in
lieu of contractual payments in the amount of $2,192,013 pursuant
to
consulting contracts.
|
|
(n)
|
During
2004, we issued warrants to purchase 9,598,493 shares of our common
stock
valued at $7,761,516 to 14 consultants pursuant to consulting agreements.
The warrants are exercisable at prices between $.01 and $5.00 per
share
and expire at varying times between six months and five years from
the
date of issuance.
|
|
(o)
|
During
the year ended December 31, 2005,
we:
|
|
·
|
issued
70,000 shares of common stock to two officers and directors, valued
at
$30,100;
|
|
·
|
issued
a total of 30,000 shares of common stock to two consultants under
the
Patent Incentive Plan, valued at
$12,600;
|
|
·
|
issued
97,000 shares of common stock, valued at $97,655, to Faraday, which
was
the last required payment to Faraday under the Settlement Agreement
dated
December 10, 2003; and
|
|
·
|
issued
33,000 shares of common stock to three consultants, valued at
$21,800.
|
|
(p)
|
During
2005, we issued options and warrants to purchase an aggregate of
700,000
shares of our common stock to seven consultants, valued at
$301,598.
|
|
(q)
|
During
2005, we issued options to purchase an aggregate of 2,200,000 shares
of
our common stock to three employees, valued at $130,000 and exercisable
at
between $0.30 and $0.46 per share. These options expire in ten
years.
|
|
(r)
|
During
the quarter ended June 30, 2005, NutraCea issued 29,786 shares
of its
common stock valued at $15,000 to a web design consultant in respect
of
unpaid fees.
|
|
(s)
|
During
the quarter ended June 30, 2005, NutraCea issued 1,222,222 shares
of its
common stock to repurchase technology and marketing rights valued
at
$550,000.
|
|
(t)
|
During
the quarter ended June 30, 2005, NutraCea issued 359,183 shares
of common
stock to a consulting company for patent and license analysis.
One half of
the shares vested upon signing of the agreement while the balance
will
vest upon certain milestones being achieved. The vested shares
are valued
at $110,000.
|
|
(u)
|
During
the quarter ended June 30, 2005, NutraCea issued options to purchase
360,000 shares of its common stock to a technology firm for assistance
in
developing an internet marketing system for NutraCea. The options
have an
exercise price of $0.60 per share and became exercisable over 21
months.
The option was valued at $118,165 and expires in five years. The
contract
was terminated on August 31, 2005 with 105,000 option shares
vested.
|
|
(v)
|
On
August 24, 2005, NutraCea entered into a Private Label Supply Agreement
and Strategic Alliance (“Supply Agreement”). In connection with the Supply
Agreement and in return for an agreement to purchase a minimum
of $500,000
in NutraCea products, NutraCea issued to ITV Global, Inc. an option
to
acquire up to 250,000 shares of the Company’s common
stock.
|
|
(w)
|
On
October 4, 2005, NutraCea completed a private placement of its
securities
to certain investors for aggregate gross proceeds of approximately
$7,850,000. NutraCea issued an aggregate of 7,850 shares of Series
B
Convertible Preferred Stock at a price of $1,000 per share, which
may be
converted to shares of NutraCea common stock at a conversion rate
of 2,000
shares of commons stock for each Preferred Share. Additionally,
NutraCea
issued warrants to purchase an aggregate of 7,850,000 share of
NutraCea
common stock at an exercise price of $0.70 per share. The placement
agent
for the transaction, Halpern Capital, Inc., was paid a commission
consisting of $549,500 and warrants to purchases up to an aggregate
of
1,099,000 shares of NutraCea common stock at an exercise price
of $0.50
per share.
|
|
(x)
|
In
January and February 2006, we issued options to purchase and aggregate
of
410,000 shares of our common stock to four consultants and one
director,
valued at $168,394.
|
|
(y)
|
In
February 2006, we issued options to purchase an aggregate of 530,000
shares of our common stock to two employees valued at
$10,000.
|
|
(z)
|
On
May 12, 2006, NutraCea completed a private placement of its securities
to
certain investors for aggregate gross proceeds of approximately
$17,560,000. NutraCea issued an aggregate of 17,560 shares of Series
C
Convertible Preferred Stock at a price of $1,000 per share, which
may be
converted to shares of NutraCea common stock at a conversion rate
of
approximately 1,176 shares of commons stock for each Preferred
Share.
Additionally, NutraCea issued warrants to purchase an aggregate
of
10,329,412 share of NutraCea common stock at an exercise price
of $1.35
per share. The placement agent for the transaction, Halpern Capital,
Inc.,
was paid a commission consisting of $1.35 and warrants to purchases
up to
an aggregate of 500,000 shares of NutraCea common stock at an exercise
price of $1.35 per share.
|
|
(aa)
|
In
May 2006, NutraCea entered into a Supply Agreement and Asset Purchase
Agreement (collectively, the “Agreements”) with Natural Glo Investors,
L.P. In connection with the Agreement, NutraCea issued to certain
affiliates of Natural Glo Investors, L.P. 369,761 shares, some
of which
are subject to forfeiture.
|
|
(bb)
|
During
the quarter ended June 30, 2006, NutraCea issued to a consultant
a warrant
to purchase 25,000 shares of common stock for consulting services.
The
warrant has a per share exercise price of $1.35 and a term of three
years.
|
|
(cc)
|
In
May 2006, NutraCea issued options to purchase 25,000 shares to
each of six
non-employee directors (totaling 210,000 option shares). Each of
these
options expire in 10 years, has an exercise price of $1.14 per
share and
vests over 12 months.
|
|
(dd)
|
During
the quarter ended September 30, 2006, NutraCea issued 381,996 shares
of
common stock in connection with its acquisition of the equine feed
supplement business.
|
|
(ee)
|
During
the quarter ended September 30, 2006, NutraCea issued to a consultant
a
warrant to purchase 50,000 shares of common stock. The warrant
vests over
12 months and has a per share exercise price of $1.20 and a term
of three
years.
|
|
(ff)
|
During
the quarter ended September 30, 2006, NutraCea issued to one employee
an
option to purchase 50,000 shares of common stock, which starts
to vest 90
days after the date of employment over a two year period. The option
expires 10 years from the date of grant and has a per share exercise
price
of $1.20.
|
|
(gg)
|
During
the quarter ended December 31, 2006, NutraCea issued to a consultant
a
warrant to purchase 25,000 shares of common stock. The warrant
vests over
5 months and has a per share exercise price of $2.30 and a term
of three
years.
|
|
(hh)
|
During
the quarter ended December 31, 2006, NutraCea issued to three entities
incentive and performance warrants to purchase 275,000 shares of
common
stock. The shares will vest at various intervals when certain benchmarks
are achieved. The warrants expire three years from the date of
grant and
have a per share exercise price ranging from $2.31 to
$2.38.
|
|
(ii)
|
During
the quarter ended December 31, 2006, NutraCea issued to six employee
options to purchase an aggregate 370,000 shares of common stock,
which
start to vest 90 days after their employment dates over a two year
period.
The options expire 10 years from the date of grant and have a per
share
exercise price ranging from $1.39 to
$2.38.
|
|
(jj)
|
During
the quarter ended December 31, 2006, NutraCea issued to a medical
advisor
to the board of directors an option to purchase 240,000 shares
of common
stock. The shares will vest monthly over a 12 month period and
have a per
share exercise price of $1.63 and a term of three
years.
|
|
(kk)
|
On
February 16, 2006, We completed a private placement of its securities
to
certain investors for aggregate gross proceeds of approximately
$50,000,000. We issued an aggregate of 20,000,000 shares of common
stock
at a price of $2.50 per share and warrants to purchase an aggregate
of
10,000,000 shares of common stock at an exercise price of $3.25
per share.
The placement agent for the private placement also received a warrant
to
purchase 1,200,000 shares of common stock at an exercise price
per share
of $3.25. Each of the warrants issued in the transaction has a
term of
five years.
|
|
(ll)
|
In
March 2007, we issued 17,500 shares of our common stock to Ernie
Bodai, a
former member of our board of directors, as payment for past services
on
our board of directors.
|
|
(mm)
|
During
the first quarter of 2007, we issued to employees and consultants
options
and warrants to purchase a total of 935,000 shares of our common
stock at
per share exercise prices ranging from $2.68 to
$3.39.
|
|
(a)
|
During
2004, we issued an aggregate of 509,323 shares of our common stock
upon
exercise of outstanding options and
warrants.
|
|
(b)
|
During
2005, we issued an aggregate of 531,000 shares of our common stock
upon
exercise of outstanding options and
warrants.
|
|
(c)
|
From
January 1, 2006 to March 3, 2006, we issued 42,576 shares of our
common
stock upon the cashless exercise of outstanding options and
warrants.
|
|
(d)
|
From
March 4, 2006 to May 23, 2006, we issued 1,214,051 shares of our
common
stock upon the cashless exercise of outstanding options and
warrants.
|
|
(e)
|
From
April 1, 2006 to June 30, 2006, we issued an aggregate of 655,610
shares
of our common stock upon the cashless exercise of outstanding options
and
warrants.
|
|
(f)
|
From
July 1, 2006 to September 30, 2006, we issued an aggregate of 300,000
shares of our common stock upon exercise of outstanding options
and
warrants for the aggregate exercise price of
$172,500.
|
|
(g)
|
From
October 1, 2006 to December 31, 2006, we issued an aggregate of
5,335,064
shares of our common stock upon exercise of outstanding warrants
for the
aggregate exercise price of
$5,611,588.
|
|
(h)
|
During
the first quarter of 2007, thirty seven individuals exercised options
or
warrants for a total purchase price of $2,975,404 and received
a total of
3,451,959 shares of common stock.
|
|
(a)
|
During
2004, the Company issued 5,759 shares of common stock in payment
of
preferred dividends in the amount of
$5,986.
|
|
(b)
|
During
2004, we issued an aggregate of 540,000 shares of our common stock
pursuant to the conversion provisions of 630,000 shares of our
Series A
Preferred Stock.
|
|
(c)
|
In
February of to March 3, 2006, we issued a total of 1,200,000 shares
of our
common stock upon conversion our 600 shares of our Series B Convertible
Preferred Stock. From March 4, 2006 to May 23, 2006, we issued
a total of
2,250,000 shares of our common stock upon conversion our 1,125
shares of
our Series B Convertible Preferred
Stock.
|
|
(d)
|
From
April 1, 2006 to June 30, 2006, we issued a total of 2,100,000
shares of
our common stock upon conversion of 1,050 shares of our Series
B
Convertible Preferred Stock.
|
|
(e)
|
From
July 1, 2006 to September 30, 2006, we issued a total of 4,550,000
shares
of our common stock upon conversion of 2,275 shares of our Series
B
Convertible Preferred Stock.
|
|
(f)
|
From
July 1, 2006 to September 30, 2006, we issued 8,053,513 shares
of our
common stock upon conversion of 6,854 shares of our Series C Convertible
Preferred Stock.
|
|
(g)
|
From
October 1, 2006 to December 31, 2006, we issued 5,360,000 shares
of our
common stock upon conversion of 2,680 shares of our Series B Convertible
Stock.
|
|
(h)
|
From
October 1, 2006 to December 31, 2006, we issued 6,162,341 shares
of our
common stock upon conversion of 5,238 shares of our Series C Convertible
Preferred Stock.
|
|
(i)
|
During
the first quarter of 2007, four stockholders converted 470 shares
of
Series B Convertible Preferred Stock into 940,000 shares of our
common
stock. The preferred shares converted at a conversion rate of 2,000
shares
of common stock for each preferred
share.
|
|
(j)
|
During
the first quarter of 2007, seventeen stockholders converted 5,466
shares
of Series C Convertible Preferred Stock into 6,430,580 shares of
our
common stock. The preferred shares converted at a conversion rate
of
1,176.47 shares of common stock for each preferred
share.
|
|
(a)
|
On
October 4, 2005, NutraCea completed its merger with The RiceX Company.
In
connection with the merger, NutraCea issued 28,272,064 shares of
its
common stock to holders of RiceX common stock. In addition, NutraCea
assumed each outstanding option and warrant to purchase RiceX common
stock
and converted those options and warrants into options and warrants
to
purchase an aggregate of 11,810,507 shares of NutraCea common
stock.
|
|
ITEM
16:
|
EXHIBITS
|
|
Exhibit
|
Exhibit
Description
|
|
|
Number
|
||
|
|
|
|
|
2.01(1)
|
Plan
and Agreement of Exchange.
|
|
|
|
|
|
|
2.02(2)
|
Agreement
and Plan of Merger and Reorganization, dated as of April 4, 2005,
by and
among the NutraCea, The RiceX Company and Red Acquisition
Corporation.
|
|
|
|
|
|
|
3.01.1(3)
|
Restated
and Amended Articles of Incorporation as filed with the Secretary
of State
of California on December 13, 2001.
|
|
|
|
|
|
|
3.01.2*
|
Certificate
of Amendment of Articles of Incorporation as filed with the Secretary
of
State of California on August 4, 2003.
|
|
|
|
|
|
|
3.01.3(5)
|
Certificate
of Amendment of Articles of Incorporation as filed with the Secretary
of
State of California on October 31, 2003.
|
|
|
|
|
|
|
3.01.4*
|
Certificate
of Amendment of Articles of Incorporation as filed with the Secretary
of
State of California on September 29,
2005
|
|
3.02(6)
|
Certificate
of Designation of the Rights, Preferences, and Privileges of the
Series A
Preferred Stock as filed with the Secretary of State of California
on
December 13, 2001.
|
|
|
|
|
|
|
3.03(7)
|
Certificate
of Determination, Preferences and Rights of Series B Convertible
Preferred
Stock as filed with the Secretary of State of California on October
4,
2005.
|
|
|
|
|
|
|
3.04(8)
|
Certificate
of Determination, Preferences and Rights of Series C Convertible
Preferred
Stock as filed with the Secretary of State of California on May
10, 2006.
|
|
|
|
|
|
|
3.05(23)
|
Bylaws
of NutraCea.
|
|
|
|
|
|
|
4.01(7)
|
Form
of warrant issued to subscribers in connection with NutraCea’s October
2005 private placement.
|
|
|
|
|
|
|
4.02(8)
|
Form
of warrant issued to subscribers in connection with NutraCea’s May 2006
private placement.
|
|
|
|
|
|
|
4.03(25)
|
Form
of warrant issued to subscribers in connection with NutraCea’s February
2007 private placement
|
|
|
5.1*
|
Opinion
of Weintraub Genshlea Chediak Law Corporation
|
|
|
10.01(9)
|
NutraCea
2003 Stock Compensation Plan
|
|
|
|
|
|
|
10.02*
|
NutraCea
2005 Equity Incentive Plan
|
|
|
|
|
|
|
10.03(7)
|
Securities
Purchase Agreement, dated September 28, 2005, by and among NutraCea
and
the investors named therein.
|
|
|
|
|
|
|
10.04(7)
|
Registration
Rights Agreement, dated September 28, 2005, by and among NutraCea
and the
investors named therein.
|
|
|
|
|
|
|
10.05(8)
|
Securities
Purchase Agreement, dated May 12, 2006, by and among NutraCea and
the
investors named therein.
|
|
|
|
|
|
|
10.06(8)
|
Registration
Rights Agreement, dated May 12, 2006, by and among NutraCea and
the
investors named therein.
|
|
|
|
|
|
|
10.07(27)+
|
Private
Label Supply Agreement and Strategic Alliance between NutraCea and
ITV Global.
|
|
|
|
|
|
|
10.08*
|
Employment
Agreement between NutraCea and Patricia McPeak.
|
|
|
10.09*
|
Restricted
Stock Agreement between NutraCea and Patricia McPeak
|
|
|
|
|
|
|
10.10(11)
|
Executive
Employment Agreement between NutraCea and Bradley D.
Edson.
|
|
|
|
|
|
|
10.11(11)
|
Executive
Employment Agreement between NutraCea and Margie D.
Adelman.
|
|
|
|
|
|
|
10.12*
|
Executive
Employment Agreement between The RiceX Company and Todd C.
Crow.
|
|
|
|
|
|
|
10.13*
|
Amendment
No. 1 to Employment Agreement between NutraCea, Todd C. Crow and
The RiceX
Company.
|
|
10.14*
|
Executive
Employment Agreement between The RiceX Company and Ike E.
Lynch.
|
|
|
|
|
|
|
10.15*
|
Amendment
No. 1 to Employment Agreement between NutraCea, Ike E. Lynch and
The RiceX
Company.
|
|
|
|
|
|
|
10.16(12)
|
Form
of Affiliate Agreement between certain affiliates of RiceX and
NutraCea
dated April 4, 2005
|
|
|
|
|
|
|
10.17(11)±
|
W.F.
Young Distribution Agreement.
|
|
|
|
|
|
|
10.18(11)±
|
W.F.
Young Technology Agreement.
|
|
|
|
|
|
|
10.19(13)
|
Stock
Purchase Agreement between NutraCea and Langley Park Investments
PLC
|
|
|
|
|
|
|
10.20*±
|
Production
Facility Development and Rice Bran Supply and Purchase Agreement
dated
September 13, 2005 between NutraCea and Food Trading Company Dominicana,
S.A.
|
|
|
|
|
|
|
10.21*±
|
Assignment
dated April 12, 2005 from W.F. Young, Inc. to NutraCea
|
|
|
|
|
|
|
10.22*±
|
Distribution
Agreement dated April 12, 2005 between W.F. Young, Inc. and
NutraCea
|
|
|
|
|
|
|
10.23*
|
Manufacturing
Agreement dated April 12, 2005 between W.F. Young, Inc. and
NutraCea
|
|
|
|
|
|
|
10.24*±
|
Supply
and Distribution Agreement dated November 4, 2005 between NutraCea
and T.
Geddes Grant.
|
|
|
|
|
|
|
10.25(14)
|
Commercial
Lease and Deposit Receipt between Roebbelen Land Company and The
RiceX
Company dated December 23, 1991.
|
|
|
|
|
|
|
10.26(14)
|
First
Amendment of Lease between Roebbelen Land Company and The RiceX
Company
dated January 19, 1994.
|
|
|
|
|
|
|
10.27(14)
|
Second
Amendment of Lease between Roebbelen Land Company and The RiceX
Company
dated July 11, 1996.
|
|
|
|
|
|
|
10.28(14)
|
Third
Amendment of Lease Agreement between Roebbelen Land Company and
The RiceX
Company dated February 1, 1998.
|
|
|
|
||
|
10.29(14)
|
Lease
Agreement between Roebbelen Land Company and The RiceX Company
dated July
11, 1996.
|
|
|
|
|
|
|
10.30(14)
|
First
Amendment of Lease between Roebbelen Land Company and The RiceX
Company
dated September 1996.
|
|
|
|
|
|
|
10.31(14)
|
Second
Amendment of Lease Agreement between Roebbelen Land Company and
The RiceX
Company dated February 1, 1998.
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|
|
|
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|
10.32(15)
|
Agreement
on Exclusive Distribution in Europe between The RiceX Company and
KREGLINGER EUROPE N.V. dated October 1, 2002.
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|
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|
10.33(16)±
|
Stabilized
Rice Bran Processing, Sales, and Marketing Agreement between Farmers'
Rice
Cooperative and The RiceX Company dated May 1, 2002.
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|
10.34(17)
|
The
RiceX Company 1997 Stock Option
Plan
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10.35(14)
|
Form
of Directors Stock Option Agreement for The RiceX Company.
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|
10.36(14)
|
Form
of Non-statutory Stock Option Agreement not issued under The RiceX
Company
1997 Stock Option Plan, governing options granted to The RiceX
Company
employees.
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|
10.37(18)
|
Form
of non-statutory Stock Option Agreement issued under The RiceX
Company
1997 Stock Option Plan between The RiceX Company and The RiceX
Company
employees dated October 1, 1999.
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|
10.37(18)
|
Form
of non-statutory Stock Option Agreement issued under The RiceX
Company
1997 Stock Option Plan between The RiceX Company and Ike Lynch
dated
November 1, 1999. Identical Agreements with Daniel McPeak, Jr.
and Todd C.
Crow.
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|
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|
10.39(19)
|
Form
of Board Member Non-statutory Stock Option Agreement issued under
The
RiceX Company 1997 Stock Option Plan between The RiceX Company
and the
Board Members of the RiceX Company dated February 22, 2001, September
23
and 29, 2001.
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10.40(16)
|
Form
of Non-statutory Stock Option Agreement issued under The RiceX
Company
1997 Stock Option Plan between The RiceX Company and employees
dated
January 2, 2000.
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|
10.41(20)
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Form
of Non-statutory Stock Option Agreement issued September 23, 2002
between
The RiceX Company and the members of The RiceX Company’s Board of
Directors.
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10.42(20)
|
Form
of Non-statutory Stock Option Agreement issued July 1, 2004 between
The
RiceX Company and Edward McMillan.
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10.43(21)
|
Form
of Non-statutory Stock Option Agreement issued October 18, 2004
between
The RiceX Company and two members of The RiceX Company Board
Directors.
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10.44(22)
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Form
of Non-statutory Stock Option Agreement issued under the 1997 Stock
Option
Plan between The RiceX Company and certain non-employee RiceX Directors
dated March 31, 2005.
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10.45(22)
|
Form
of Non-statutory Stock Option Agreement issued under the 1997 Stock
Option
Plan between The RiceX Company and certain employees of RiceX dated
March
31, 2005.
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10.46*
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Form
of Option Assumption Agreement between NutraCea and Option Holders
relating to assumed Options granted under The RiceX Company 1997
Stock
Option Plan.
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10.47*
|
Form
of Option Assumption Agreement between NutraCea and Option Holders
relating to assumed non-plan RiceX Options.
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10.48*
|
Form
of Option Assumption Agreement between NutraCea and former Directors
of
The RiceX Company.
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10.49*
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Form
of Resale Restriction Agreement entered into between NutraCea and
each of
Todd C. Crow and Ike E. Lynch.
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10.50*
|
Form
of Resale Restriction Agreement entered into between NutraCea and
each of
James Lintzenich, Edward McMillan and Steven Saunders.
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10.51*
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Form
of Resale Restriction Agreement entered into between NutraCea and
each of
Bradley Edson, Patricia McPeak, Margie Adelman, Eliot Drell and
David
Bensol.
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10.52(10)
|
Warrant
Agreement between NutraCea and Steven Saunders dated February 27,
2006.
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10.53(24)
|
Form
of non-statutory Stock Option Agreement between NutraCea and the
non-employee members of the Board of Directors dated May 23,
2006.
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10.54(25)
|
Securities
Purchase Agreement, dated February 15, 2007, by and among NutraCea and the
investors named therein.
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10.55(25)
|
Registration
Rights Agreement, dated February 15, 2007, by and among NutraCea
and the
investors named therein.
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10.56(26)
|
Employment
Agreement between NutraCea and Kody Newland.
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21.01(26)
|
List
of subsidiaries
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23.1*
|
Consent
of Malone & Bailey, PC, Independent Registered Public Accounting
Firm.
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23.2*
|
Consent
of Perry-Smith LLP, Independent Registered Public Accounting
Firm.
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23.3*
|
Consent
of Weintraub Genshlea Chediak Law Corporation (included in Exhibit
5.1)
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24.1*
|
Power
of Attorney (See signature page.)
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|
+
|
Confidential
treatment requested as to certain portions, which portions have
been
omitted and filed separately with the Securities and Exchange
Commission.
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|
|
±
|
Confidential
treatment granted as to certain portions.
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|
*
|
Previously
filed.
|
|
|
(1)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Current
Report on Form 8-K, filed on November 19, 2001.
|
|
|
(2)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Current
Report on Form 8-K, filed on April 4, 2005.
|
|
|
(3)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Annual
Report on Form 10-KSB, filed on April 16, 2002.
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|
|
(4)
|
Intentionally
omitted.
|
|
|
(5)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Quarterly
Report on Form 10-QSB, filed on November 19, 2003.
|
|
|
(6)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s
Registration Statement on Form SB-2, filed on June 4,
2002.
|
|
|
(7)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Current
Report on Form 8-K, filed on October 4, 2005.
|
|
|
(8)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Current
Report on Form 8-K, filed on May 15, 2006.
|
|
|
(9)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s
Registration Statement on Form S-8, filed on November 18,
2003.
|
|
(10)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Quarterly
Report on Form 10-QSB, filed on May 15, 2006.
|
|
|
(11)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Annual
Report on Form 10-KSB, filed on March 31, 2005.
|
|
|
(12)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 8-K, filed on April 4, 2005.
|
|
|
(13)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Current
Report on Form 8-K, filed on September 14, 2004.
|
|
|
(14)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Registration Statement No. 000-24285, filed on May 18,
1998.
|
|
|
(15)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 10-KSB, filed on March 31, 2003.
|
|
|
(16)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 10-QSB, filed on August 12, 2002.
|
|
|
(17)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Registration Statement Number Statement No. 000-24285, filed on
May 18,
1998.
|
|
|
(18)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 10-KSB, filed on March 30, 2000.
|
|
|
(19)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 10-QSB, filed on August 10, 2001.
|
|
|
(20)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 10-QSB, filed on November 15, 2003.
|
|
|
(21)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 10-KSB, filed on March 30, 2005.
|
|
|
(22)
|
incorporated
herein by reference to exhibits previously filed on The RiceX Company’s
Report on Form 10-QSB, filed on May 16, 2005.
|
|
|
(23)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s
Registration Statement on Form SB-2, filed on June 12,
2006.
|
|
|
(24)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Quarterly
Report on Form 10-QSB, filed on August 14, 2006.
|
|
|
(25)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Current
Report on Form 8-K, filed on February 20, 2007.
|
|
|
(26)
|
incorporated
herein by reference to exhibits previously filed on Registrant’s Annual
Report on Form 10-K, filed on April 2, 2007.
|
|
|
(27)
|
incorporated
herein by reference to exhibits previously filed on Amendment
No. 1 to
Registrant’s Quarterly Report on Form 10-QSB, filed on May 7,
2007.
|
|
Item
17:
|
Undertakings.
|
|
(a)
|
The
undersigned registrant hereby undertakes:
|
|
(1)
|
To
file, during any period in which offers or sales are being made,
a
post-effective amendment to this registration statement:
|
|
(i)
|
To
include any prospectus required by Section 10(a)(3) of the Securities
Act;
|
|
(ii)
|
To
reflect in the prospectus any facts or events arising after the
effective
date of the registration statement (or the most recent post-effective
amendment thereof) which, individually, or in the aggregate, represent
a
fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease
in
volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation
from
the low or high end of the estimated maximum offering range may
be
reflected in the form of prospectus filed with the SEC pursuant
to
Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering
price set forth in the “Calculation of Registration Fee” table in the
effective registration statement; and
|
|
(iii)
|
To
include any material information with respect to the plan of distribution
not previously disclosed in the registration statement or any material
change to such information in the registration statement.
|
|
(2)
|
That,
for the purpose of determining any liability under the Securities
Act,
each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the
offering of such securities at that time shall be deemed to be
the initial
bona fide offering thereof.
|
|
(3)
|
To
remove from registration by means of a post-effective amendment
any of the
securities being registered which remain unsold at the termination
of the
offering.
|
|
(4)
|
That,
for purposes of determining liability under the Securities Act
to any
purchaser, if the registrant is subject to Rule 430C, each prospectus
filed pursuant to Rule 424(b) as part of a registration statement
relating
to an offering, other than registration statements relying on Rule
430B or
other than prospectuses filed in reliance on Rule 430A, shall be
deemed to
be part of and included in the registration statement as of the
date it is
first used after effectiveness. Provided, however, that no statement
made in a registration statement or prospectus that is part of
the
registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser
with a
time of contract of sale prior to such first use, supersede or
modify any
statement that was made in the registration statement or prospectus
that
was part of the registration statement or made in any such document
immediately prior to such date of first use.
|
|
(b)
|
Insofar
as indemnification for liabilities arising under the Securities
Act may be
permitted to directors, officers and controlling persons of the
registrant
pursuant to the foregoing provisions, or otherwise, the registrant
has
been advised that in the opinion of the SEC such indemnification
is
against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of
expenses incurred or paid by a director, officer or controlling
person of
the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in
connection with the securities being registered, the registrant
will,
unless in the opinion of its counsel the matter has been settled
by
controlling precedent, submit to a court of appropriate jurisdiction
the
question whether such indemnification by it is against public policy
as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
|
|
NUTRACEA
|
||||
|
BY:
|
/s/ Bradley
D. Edson
|
|||
|
Bradley
D. Edson
|
||||
|
Chief
Executive Officer
|
||||
|
Signature
|
Title
|
Date
|
||
|
Principal
Executive Officer:
|
||||
|
/s/
Bradley D. Edson
|
President,
Chief Executive Officer
|
May
7, 2007
|
||
|
Bradley
D. Edson
|
and
Director
|
|||
|
Principal
Financial Officer and Principal Accounting
Officer:
|
||||
|
/s/
Todd C. Crow
|
Chief
Financial Officer
|
May
7, 2007
|
||
|
Todd
C. Crow
|
||||
|
Additional
Directors:
|
||||
|
*
|
Director
|
May
7, 2007
|
||
|
David
Bensol
|
||||
|
*
|
Director
|
May
7, 2007
|
||
|
James
C. Lintzenich
|
||||
|
*
|
Director
|
May
7, 2007
|
||
|
Edward
L. McMillan
|
||||
|
Director
|
||||
|
Patricia
McPeak
|
||||
|
*
|
Director
|
May
7, 2007
|
||
|
Steven
W. Saunders
|
||||
|
Director
|
||||
|
Kenneth
L. Shropshire
|
|
*
By
|
/s/
Todd C. Crow
|
|
|
|
Todd
C. Crow,
|
|
|
Attorney-in-fact
|