UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported) December 22, 2004
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NUTRACEA
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Exact name of registrant as specified in its charter)
California 0-32565 87-0673375
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1261 Hawks' Flight Court, El Dorado Hills, CA 95762
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(Address of principal executive office
Registration's telephone number, including area code: (916) 933-7000
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)).
SECTION 3 - SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
On December 22, 2004 Nutracea (the "Company") closed a $2.4 million bridge loan
private placement to three accredited investors. The loan is secured, has a one
year term and bears interest of 7% per annum, accruing until paid. In
conjunction with the loan, the investors were issued warrants to purchase a
total of 2,400,000 shares of Nutracea's common stock at an exercise price of
$0.30 per share. The warrants are immediately exercisable and expire in seven
years from the date of issuance. The issuance of the promissory notes and
warrants were made in reliance upon the exemption from registration set forth in
Section 4(6) of the Securities Act of 1933 (the "1933 Act") as a transaction not
involving a public offering and made to accredited investors. The promissory
notes and warrants were deemed to be "restricted securities" as defined in Rule
144 under the 1933 Act.
SECTION 9 - FINANCIAL STATEMENT AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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99.1 Press Release dated December 23, 2004
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: December 29, 2004 NUTRACEA
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(Registrant)
/s/ Patricia McPeak
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Patricia McPeak, Chief Executive Officer