Filed: October 04, 2007 (period: September 28, 2007)
Item 1.01 Entry into a Material Definitive Agreement
On September 28, 2007, we entered into a definitive Asset Purchase Agreement (the “Purchase Agreement”) with NutraCea, Inc., a California corporation (“NutraCea”), that provides upon the terms and subject to the conditions set forth therein, NutraCea will purchase substantially all of our assets and assume certain of our liabilities. In addition, certain of our stockholders have entered into an agreement with NutraCea whereby those stockholders have agreed to vote in favor of the approval of the Purchase Agreement and the transactions contemplated thereby.
The consideration for this asset purchase is a combination of cash, debt cancellation, and stock cancellation. The Purchase Agreement contemplates that at the time of closing, NutraCea will pay $1,500,000 in cash and cancel an aggregate principal amount of approximately $4,226,000 of our and our affiliates' indebtedness to NutraCea, including the obligations payable under our senior secured convertible notes which are held by NutraCea. The purchase price also includes the cancellation of 1,000,000 shares of our Series D Preferred Stock held by NutraCea.
The Agreement also contains other provisions, covenants, representations, and warranties made by NutraCea and our company that are typical in transactions of this size, type, and complexity. In addition, the closing of the transaction is subject to the fulfillment of customary closing conditions, including approval by our stockholders.
A copy of the Purchase Agreement is filed herewith as Exhibit 2.4.
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