8-K

united states
securities and exchange commission

Washington, D.C. 20549

form 8-k

current report

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)        April 19, 2017

Royal Hawaiian Orchards, L.P.

(Exact name of registrant as specified in its charter)

Delaware	001-9145	99-0248088
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

688 Kinoole Street, Suite 121, Hilo, Hawaii	96720
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code    (303) 339-0500

N/A

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events

On April 19, 2017, Royal Hawaiian Orchards, L.P., issued a press release announcing the commencement of a rights offering. A copy of the press release is attached to this report as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)     Exhibits

Exhibit No.	Description
99.1	Press Release, dated April 19, 2017.

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.

	ROYAL HAWAIIAN ORCHARDS, L.P.
	(Registrant)
Date: April 19, 2017
	By:	Royal Hawaiian Resources, Inc.
		Managing General Partner
	By:	/s/ Bradford C. Nelson
		Bradford C. Nelson
		President

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release, dated April 19, 2017.

EX-99.1

Exhibit 99.1

For Immediate Release	Contact: Bradford Nelson, President
April 19, 2017	Telephone: (303) 339-0500

ROYAL HAWAIIAN ORCHARDS, L.P. COMMENCES RIGHTS OFFERING

Royal Hawaiian Orchards, L.P. (OTCQX: NNUTU) today announced commencement of a rights offering.

Royal Hawaiian Orchards, L.P. (the “Partnership”), today announced commencement of a rights offering (the “Rights Offering”) to raise up to approximately $19.65 million after expenses. Each holder of the Partnership’s Depositary Units (the “Depositary Units”) representing class A units of limited partnership interests will receive one subscription right for each Depositary Unit owned as of the close of business on the record date of February 28, 2017. Each subscription right will entitle its holder to purchase one Depositary Unit at a subscription price of $1.79 per Depositary Unit.

The Rights Offering is expected to expire at 5:00 p.m., Eastern Time, on May 9, 2017, subject to extension by the Company. Subscription rights that are not exercised prior to the expiration date will expire and have no value.

This press release does not constitute an offer to sell or the solicitation of an offer to buy nor will there be any sale of any securities referred to in this press release in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. The Rights Offering is being made only by means of a prospectus meeting the requirement of the Securities Act of 1933, as amended.

If you are a unit holder and you have any questions about the Rights Offering, please contact D.F. King & Co., Inc., our information agent, at (866) 356-7813 (toll free).

About Royal Hawaiian Orchards

Royal Hawaiian Orchards, L.P. is a leading grower and processor of macadamia nuts, processing and marketing macadamia nuts in-shell, bulk kernel and all natural, “better for you” snack products marketed under the Royal Hawaiian Orchards® brand name.

Forward-Looking Statements

This press release contains forward-looking statements regarding future events and future performance of the Partnership that involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements. These include statements, among others, regarding approximate net proceeds from the Rights Offering and the expected expiration date of the Rights Offering. The Partnership files documents with the Securities and Exchange Commission, such as Form 10-K, Form 10-Q and Form 8-K reports, which contain a description of these and other risks and uncertainties that could cause actual results to differ from current expectations and the forward-looking statements contained in this press release.