NutraCea entered into a Placement Agency Agreement (the "Placement Agency Agreement"), with Rodman & Renshaw, LLC, as placement agent, relating to the issuance and sale by NutraCea of up to 22,222,223 shares of its common stock, no par value per share ("Common Stock"), and warrants to purchase up to an aggregate of 6,666,664 shares of Common Stock at an initial exercise price of $1.20 per share ("Warrants" and, together with the Common Stock, the "Units") to the signatories to the Securities Purchase Agreement (as defined below) at a price of $0.90 per Unit. Each Warrant may be exercised immediately and through and including April 24, 2013. A copy of the Placement Agency Agreement is attached as Exhibit 1.1 to this report and is incorporated herein by reference. A copy of the form of Common Stock Purchase Warrant is attached as Exhibit 4.1 to this report and is incorporated herein by reference. The description of the Warrants is a summary only and is qualified in its entirety by reference to Exhibit 4.1.
In connection with the offering, NutraCea entered into a securities purchase agreement, dated April 24, 2008 (the "Securities Purchase Agreement"), with each investor signatory thereto. The form of Securities Purchase Agreement is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Rodman & Renshaw, LLC acted as placement agent, on a best efforts basis, for the offering and will receive a placement fee equal to 6% of the gross purchase price of the Units (excluding any consideration that may be paid in the future upon exercise of the Warrants) as well as warrants to purchase 1,333,333 shares of Common Stock at an exercise price of $1.20 per share. Subject to FINRA Rule 2710, these placement agent warrants may be exercised immediately through and including April 24, 2013.
NutraCea is making the offering and sale of the Units pursuant to a shelf registration statement on Form S-3 (Registration No. 333-148929) declared effective by the Securities and Exchange Commission on April 8, 2008.