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): January 2, 2015
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PLASTIC2OIL,
Inc. |
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(Exact name of registrant
as specified in its charter) |
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Nevada |
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000-52444 |
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90-0822950 |
(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
of incorporation) |
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File Number) |
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Identification No.) |
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20
Iroquois Street
Niagara
Falls, NY |
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14303 |
(Address of principal
executive offices) |
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(Zip Code) |
Registrant’s
telephone number, including area code: (716) 278-0015
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:
o
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
Section
1 – Registrant’s Business and Operations
Item 1.01 Entry into a
Material Definitive Agreement.
On January 2, 2015, Plastic2Oil,
Inc. (the “Company”) entered into four related agreements with EcoNavigation, LLC (“EcoNavigation”) in
connection with the supply of plastic-to-oil, or P2O, processors by the Company to EcoNavigation, and the Company’s related
license of certain P2O technologies, supply of catalyst materials and provision of maintenance and other services. The obligation
of EcoNavigation to purchase any P2O processors and to perform its other obligations under the agreements are contingent upon
successful completion of a pilot program and other contingencies described elsewhere in this Item 1.01. The four agreements, which
are described in more detail below, are: (i) an Equipment Supply Contract; (ii) a Technology License and Referral Agreement; (iii)
a Catalyst Supply Agreement; and (iv) a Monitoring, Maintenance, Repair and Upgrade Agreement (collectively, the “Processor
Agreements”).
In executing the Processor
Agreements, EcoNavigation and the Company establish the Company as the exclusive supplier of processing equipment to be used by
EcoNavigation, which is engaged in the business of processing plastic feedstock for the purpose of creating fuel. However, the
Company may sell its processors or may enter into licensing agreements with other companies in the future, insofar as the Processor
Agreements are not exclusive as to the Company.
Equipment Supply Contract
The Equipment Supply Contract
provides for the purchase of P2O processors by EcoNavigation from the Company. Assuming the satisfaction of the contingencies
described below, EcoNavigation will purchase a minimum of six processors within three years from the execution of this Contract.
Further, not less than two processors, and up to four processors, may be ordered by EcoNavigation as part of its initial order
(“Initial Order”). The amount to be paid by EcoNavigation to the Company under the Initial Order will be between $5
million and $10 million, depending on the number of processors ordered.
Technology License and
Referral Agreement
The Technology License and
Referral Agreement provides that the Company will grant EcoNavigation a non-exclusive license in the United States for a twenty-year
term to use and apply certain technology owned by the Company for the processing of plastic feedstock using the processors purchased
by EcoNavigation from the Company pursuant to the Equipment Supply Contract. In exchange for the license granted, the Company
will receive a monthly royalty equal to five percent of the gross revenues from sales by EcoNavigation of fuel and other byproducts
generated by the processors. This Agreement also provides for an escrow of certain know-how related to the catalyst, which will
be automatically licensed to EcoNavigation in the event of certain failures by the Company to meet its obligations under the Catalyst
Supply Agreement so that EcoNavigation may seek an alternate catalyst supplier until the failure is remedied.
Catalyst Supply Agreement
The Catalyst Supply Agreement
provides that, for the same term as the Technology License and Referral Agreement, the Company will supply the catalyst needed
by EcoNavigation for all processors purchased from the Company. EcoNavigation will pay the Company $0.50 per pound for the catalyst,
subject to Consumer Price Index adjustments.
Monitoring, Maintenance,
Repair and Upgrade Agreement
The Monitoring, Maintenance,
Repair and Upgrade Agreement provides that, for twenty years from the operational commencement of the last processor supplied
to EcoNavigation, the Company will perform monitoring, special maintenance, and upgrades in connection with the processors purchased
by EcoNavigation. EcoNavigation will pay for parts and labor in accordance with a schedule set forth in the Agreement.
EcoNavigation has the right
to terminate each of the Processor Agreements upon either of the following events: (i) if EcoNavigation does not accept the results
of a pilot test program to be performed within the first 120 days of the execution date (“Pilot Program”); or (ii)
EcoNavigation does not obtain adequate funding for the Pilot Program, or the Initial Processor Order and/or lacks adequate working
capital. In addition, the Processor Agreements contain certain customary termination rights, including without limitation, upon
a material breach of one or more of the Processor Agreements or upon the other party’s bankruptcy or insolvency. A termination
of any one of the Processor Agreements triggers a termination of the other Processor Agreements.
The Company intends to submit
a FOIA Confidential Treatment Request to the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange
Act of 1934, as amended, requesting that it be permitted to redact certain portions of the Processor Agreements. The omitted material
will be included in the request for confidential treatment.
The foregoing summary does
not purport to be complete and is qualified in its entirety by reference to the Processor Agreements, redacted copies of which
will be attached as exhibits to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014.
Termination of Employment
Agreement
On January 2, 2015, John Bordynuik
resigned from his position as the Company’s Chief of Technology and the employment agreement between the Company and Mr.
Bordynuik’s, dated May 15, 2012, was terminated. The Company anticipates that Mr. Bordynuik will continue to provide services
to the Company on a consulting basis. The Company and Mr. Bordynuik are presently in discussions regarding the consulting terms.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Plastic2Oil, Inc. |
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January 8, 2015 |
By: |
/s/
Rahoul Banerjea |
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Name: |
Rahoul Banerjea |
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Title: |
Chief Financial Officer |
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