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): May 1, 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:
[ ] 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 1 – Registrant’s
Business and Operations
Item 1.01 Entry into a Material Definitive Agreement.
On May 1, 2015, Plastic2Oil, Inc. (the
“Company”) entered into an amendment (the “Amendment”) of the four related agreements with
EcoNavigation, LLC (“EcoNavigation”), as described in the Company’s Current Report on Form 8-K dated
January 2, 2015. The sole purpose of the Amendment is to extend the term of the pilot program from 120 days to 210 days. The
extension was necessitated by events described in the press release attached hereto as Exhibit 99.1.
The foregoing description of the
Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of
such agreements, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated by
reference herein.
Section 8 — Other Events
Item 8.01
Other Events
Press Release
On May 4, 2015, the Company’s Chief Executive Officer
issued a letter to stockholders describing certain business updates, a copy of which is attached as Exhibit 99.1 to this Current
Report on Form 8-K and incorporated herein by reference.
Section 9 - Financial Statements and
Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. The exhibits required by this item are listed
on the Exhibit Index hereto.
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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May 5, 2015 |
By: |
/s/
Richard Heddle |
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Name: |
Richard Heddle |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. |
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Description |
10.1 |
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Equipment Supply Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC. |
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10.2 |
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Catalyst Supply Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC. |
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10.3 |
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Technology License and Referral Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC. |
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10.4 |
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MMRU Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC. |
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99.1 |
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Press Release of Plastic2Oil, Inc. dated May 5, 2015. |
Exhibit
No: 10.1
Amendment
to Sections 27.1 and 27.2 of Equipment Supply Contract
Sections
27.1 and 27.2 of the Equipment Supply Contract effective January 2, 2015 between the undersigned parties are hereby amended as
follows:
Section
27.1
Section
27.1 currently reads as follows:
Pilot
Program Contingency. Customer’s obligations under this Contract shall be and hereby are contingent upon the institution,
completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion,
of the results of, of a pilot test program (a “Pilot Program”) whereby Customer shall utilize, on terms mutually
agreeable to P2O and Customer, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara Falls,
New York (the “Pilot Program Contingency”) to ascertain Customer’s willingness to go forward with the
transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using
the relevant feedstock. Immediately upon the execution and delivery of this Contract by the parties hereto, the parties shall
in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
27.1 is amended to read as follows:
Pilot
Program Contingency. Customer’s obligations under this Contract shall be and hereby are contingent upon the institution,
completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion,
of the results of, of a pilot test program (a “Pilot Program”) whereby Customer shall utilize, on terms mutually
agreeable to P2O and Customer, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara Falls,
New York (the “Pilot Program Contingency”) to ascertain Customer’s willingness to go forward with the
transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using
the relevant feedstock. Immediately upon the execution and delivery of this Contract by the parties hereto, the parties shall
in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
27.2
Section
27.2 currently reads as follows:
Financing
Contingency. Customer’s obligations under this Contract shall be and hereby are contingent upon Customer obtaining funding
for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is thirty (30)
calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to
Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written notice
of removal or satisfaction of the Pilot Program Contingency.
Section
27.2 is amended to read as follows:
Financing
Contingency. Customer’s obligations under this Contract shall be and hereby are contingent upon Customer obtaining funding
for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is one hundred
twenty (120) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms
acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s
written notice of removal or satisfaction of the Pilot Program Contingency.
All
other terms and conditions of the Equipment Supply Contract shall remain the same.
Dated:
May 1, 2015 |
PLASTIC2OIL, INC., a Nevada corporation |
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By: |
/s/
Richard W. Heddle |
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Richard
W. Heddle |
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President
& CEO |
Dated:
May 1, 2015 |
ECONAVIGATION, LLC, a New York limited liability company |
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By: |
/s/
Mark D. Ragus |
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Mark
D. Ragus |
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President |
Exhibit
No: 10.2
Amendment
to Sections 23.1 and 23.2 of Catalyst Supply Agreement
Sections
23.1 and 23.2 of the Catalyst Supply Agreement effective January 2, 2015 between the undersigned parties are hereby amended as
follows:
Section
23.1
Section
23.1 currently reads as follows:
Pilot
Program Contingency. Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon the institution,
completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Customers option upon prior written notice to Supplier), and Customers acceptance, in its sole discretion,
of the results of, of a pilot test program (a “Pilot Program”) whereby Customer shall utilize, on terms mutually
agreeable to Supplier and Customer, Suppliers facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Customers willingness to go forward with the
transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using
the relevant feedstock. Immediately upon the execution and delivery of this Catalyst Agreement by the parties hereto, the parties
shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
23.1 is amended to read as follows:
Pilot
Program Contingency. Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon the institution,
completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Customers option upon prior written notice to Supplier), and Customers acceptance, in its sole discretion,
of the results of, of a pilot test program (a “Pilot Program”) whereby Customer shall utilize, on terms mutually
agreeable to Supplier and Customer, Suppliers facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Customers willingness to go forward with the
transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using
the relevant feedstock. Immediately upon the execution and delivery of this Catalyst Agreement by the parties hereto, the parties
shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
23.2
Section
23.2 currently reads as follows:
Financing
Contingency. Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon Customer
obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date
which is thirty (30) calendar days after the Effective Date, and (ii) the Initial Order (as defined in the Equipment Supply
Contract) and working capital in amounts and upon terms acceptable to Customer in Customers sole discretion, on or before
that date which is sixty (60) days after Customers written notice of removal or satisfaction of the Pilot Program Contingency
(the “Financing Contingency”; the Pilot Program Contingency and the Financing Contingency are herein
collectively referred to as the “Contingencies”).
Section
23.2 is amended to read as follows:
Financing
Contingency. Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon Customer obtaining
funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is one
hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order (as defined in the Equipment Supply Contract)
and working capital in amounts and upon terms acceptable to Customer in Customers sole discretion, on or before that date which
is sixty (60) days after Customers written notice of removal or satisfaction of the Pilot Program Contingency (the “Financing
Contingency”; the Pilot Program Contingency and the Financing Contingency are herein collectively referred to as the
“Contingencies”).
All
other terms and conditions of the Catalyst Supply Agreement shall remain the same.
Dated:
May 1, 2015 |
PLASTIC2OIL,
INC., a Nevada corporation |
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By: |
/s/
Richard W. Heddle |
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Richard
W. Heddle |
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President
& CEO |
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Dated:
May 1, 2015 |
ECONAVIGATION,
LLC, a New York limited liability company |
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By:
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/s/
Mark D. Ragus |
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Mark
D. Ragus |
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President |
Exhibit
No: 10.3
Amendment
to Sections 13.1 and 13.2 of Technology License and Referral Agreement
Sections
13.1 and 13.2 of the Technology License and Referral Agreement effective January 2, 2015 between the undersigned parties are hereby
amended as follows:
Section
13.1
Section
13.1 currently reads as follows:
Pilot
Program Contingency. Licensee’s obligations under this Agreement shall be and hereby are contingent upon the institution,
completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Licensee’s option upon prior written notice to P2O), and Licensee’s acceptance, in its sole discretion,
of the results of, of a pilot test program (the “Pilot Program”), whereby Licensee shall utilize, on terms
mutually agreeable to P2O and Licensee, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Licensee’s willingness to go forward with
the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and
using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties
shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
13.1 is amended to read as follows:
Pilot
Program Contingency. Licensee’s obligations under this Agreement shall be and hereby are contingent upon the institution,
completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Licensee’s option upon prior written notice to P2O), and Licensee’s acceptance, in its sole discretion,
of the results of, of a pilot test program (the “Pilot Program”), whereby Licensee shall utilize, on terms
mutually agreeable to P2O and Licensee, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Licensee’s willingness to go forward with
the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and
using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties
shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
13.2
Section
13.2 currently reads as follows:
Financing
Contingency. Licensee’s obligations under this Agreement shall be and hereby are contingent upon Licensee obtaining
funding for (i) the Pilot Program on terms acceptable to Licensee in its sole discretion, on or before that date which is thirty
(30) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable
to Licensee in Licensee’s sole discretion, on or before that date which is sixty (60) days after Licensee’s written
notice of removal or satisfaction of the Pilot Test Contingency.
Section
13.2 is amended to read as follows:
Financing
Contingency. Licensee’s obligations under this Agreement shall be and hereby are contingent upon Licensee obtaining
funding for (i) the Pilot Program on terms acceptable to Licensee in its sole discretion, on or before that date which is one
hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon
terms acceptable to Licensee in Licensee’s sole discretion, on or before that date which is sixty (60) days after Licensee’s
written notice of removal or satisfaction of the Pilot Test Contingency.
All
other terms and conditions of the Technology License and Referral Agreement shall remain the same.
Dated:
May 1, 2015 |
PLASTIC2OIL, INC., a Nevada corporation |
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By: |
/s/
Richard W. Heddle |
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Richard
W. Heddle |
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President
& CEO |
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Dated: May 1, 2015 |
ECONAVIGATION, LLC, a New York limited liability company |
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By: |
/s/
Mark D. Ragus |
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Mark
D. Ragus |
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President |
Exhibit
No: 10.4
Amendment
to Sections 13.13.1 and 13.13.2 of Monitoring, Maintenance, Repair and Upgrade Agreement
Sections
13.13.1 and 13.13.2 of the Monitoring, Maintenance, Repair and Upgrade Agreement effective January 2, 2015 between the undersigned
parties are hereby amended as follows:
Section
13.13.1
Section
13.13.1 currently reads as follows:
Pilot
Program Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon the institution,
completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion,
of the results of, of a pilot test program (the “Pilot Program”), whereby Customer shall utilize, on terms
mutually agreeable to P2O and Customer, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Customer’s willingness to go forward with
the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and
using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties
shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
13.13.1 is amended to read as follows:
Pilot
Program Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon the institution,
completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional
thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion,
of the results of, of a pilot test program (the “Pilot Program”), whereby Customer shall utilize, on terms
mutually agreeable to P2O and Customer, P2O’s facility (the “Test Facility”) at 20 Iroquois Street, Niagara
Falls, New York (the “Pilot Program Contingency”) to ascertain Customer’s willingness to go forward with
the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and
using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties
shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.
Section
13.13.2
Section
13.13.2 currently reads as follows:
Financing
Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon Customer obtaining
funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is thirty
(30) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable
to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written
notice of removal or satisfaction of the Pilot Program Contingency.
Section
13.13.2 is amended to read as follows:
Financing
Contingency. Customer’s obligations under this Agreement shall be and hereby are contingent upon Customer obtaining
funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is one
hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon
terms acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s
written notice of removal or satisfaction of the Pilot Program Contingency.
All
other terms and conditions of the Monitoring, Maintenance, Repair and Upgrade Agreement shall remain the same.
Dated:
May 1, 2015 |
PLASTIC2OIL, INC., a Nevada corporation |
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By: |
/s/
Richard W. Heddle |
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Richard
W. Heddle |
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President
& CEO |
Dated:
May 1, 2015 |
ECONAVIGATION, LLC, a New York limited liability company |
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By: |
/s/
Mark D. Ragus |
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Mark
D. Ragus |
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President |
EXHIBIT:
99.1
Letter
to Plastic2Oil Stockholders from Richard Heddle, Chief Executive Officer
NIAGARA
FALLS, NY, May 5, 2015 (GLOBENEWSWIRE)
To
our valued Plastic2Oil, Inc. (PTOI) stockholders:
I
am pleased to provide you with this update regarding the business of Plastic2Oil, Inc. (P2O). As you know, on January 2, 2015,
we announced that we had contracted to sell up to six processors to EcoNavigation LLC upon the completion of a pilot study. Shortly
afterward, EcoNavigation presented P2O with several promising opportunities and currently P2O and EcoNavigation are involved in
multiple, complex negotiations for the potential sale and implementation of P2O processors with several end-users and organizations.
P2O
and EcoNavigation began discussions with a firm in the southern U.S. regarding a development project that has the potential for
the deployment of more than 30 processors over the proposed project development period. This project has required significant
attention from the P2O, EcoNavigation, and O’Brien & Gere project
opportunity team. Assuming P2O consummates the deal, the anticipated testing requirements will be a three to five day run
of the firm’s specific feedstock. If testing is successful, we are expecting an initial purchase order for 12 processors
for phase one of the project. In light of this new opportunity presented by EcoNavigation and the expanded scope of our relationship,
we have agreed to extend our agreement with EcoNavigation for an additional ninety days under our current terms.
In
addition to the above, a third opportunity for a three processor site, located in the northern states, is being worked on by the
above mentioned project opportunity team, and is very close to completion. EcoNavigation continues final negotiations and work
on structuring and financing.
Although
there can be no assurance that our current negotiations will result in definitive agreements or successful sales, I am personally
optimistic and so I wanted to share this information with you. I encourage all investors to review P2O’s periodic filings
made with the Securities and Exchange Commission in order to keep apprised of any further developments.
Lastly,
I am also pleased to inform you that P2O intends to engage O’Brien & Gere (www.OBG.com), one of the leading EPC
consulting firms, for these upcoming opportunities. O’Brien & Gere’s Advanced Manufacturing business should provide
us the capability to scale-up our technology and integrate it into a fully operational manufacturing facility. In addition, its
full-service engineering capabilities, project management and control system integration round out our capabilities to deliver
efficient and cost-effective solutions to our customers.
I
want to offer my personal thanks for the regular and extremely valuable contributions made by our employees, management, Board
of Directors and investors. I also look forward to seeing you and sharing with you further developments at our 2015 annual stockholders
meeting, which is being planned for late this summer. Formal notice and other details of the meeting will be presented in our
proxy statement that will be made available to our stockholders and filed with the Securities and Exchange Commission.
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Sincerely, |
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Richard
Heddle, President & CEO |
About
Plastic2Oil
Plastic2Oil,
Inc. (“P2O”) is an innovative North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean,
ultra-low sulphur fuel without the need for refinement. The Company’s patent-pending Plastic2Oil® (P2O®) process
is a commercially viable, scalable proprietary process designed to provide immediate economic benefit for industry, communities
and government organizations with waste plastic recycling challenges. For further information, please visit www.plastic2oil.com.
With
its revolutionary P2O technology, P2O has pioneered a process that has the ability to change the way the world handles waste
plastic and plastic recycling. P2O is committed to environmental sustainability by diverting plastic waste from landfill and
potential incineration.
The
Company is also committed to the creation of green employment opportunities and a reduction in the cost of plastic recycling programs
for municipalities and business.
U.S.
investors can find current financial disclosure and Real-Time Level 2 quotes at http://www.otcmarkets.com/stock/PTOI/quote.
FORWARD-LOOKING
STATEMENTS
The
information presented in this Press Release may contain “forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. Forward-looking statements
include, but are not limited to, statements with respect to management’s current beliefs, plans, strategies, objectives,
goals and expectations, including expectations about the future financial or operating performance of Plastic2Oil, Inc. (the “Company”)
and its projects, sales, vendor and customer contracts, capital expenditures, capital needs, government regulation of the industry,
environmental risks, limitations of insurance coverage, and the timing and possible outcome of regulatory matters, including the
granting of patents and permits. Words such as “expect”, “anticipate”, “intend”, “attempt”,
“may”, “will”, “plan”, “believe”, “seek”, “estimate”,
and variations of such words and similar expressions are intended to identify such forward-looking statements.
The
potential risks and uncertainties that could cause actual results to differ materially from those expressed, implied or forecasted
herein may include, without limitation, risks associated with general business, economic, competitive, political and social uncertainties;
risks associated with changes in project parameters as plans continue to be refined; risks associated with failure of plant, equipment
or processes to operate as anticipated; risks associated with accidents or labor disputes; risks associated in delays in obtaining
governmental approvals or financing, or in the completion of development or construction activities; risks associated with financial
leverage and the availability of capital; risks associated with the price of commodities and the inability of our Company to control
commodity prices; risks associated with the regulatory environment within which our Company operates; risks associated with litigation
including the availability of insurance; and risks posed by competition. The forward-looking statements in this press release
are made as of the date of this press release. The Company undertakes no obligation to update or revise forward-looking statements
to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
The
Company urges readers of this press release to consider carefully the disclosures in the Company’s filings with the Securities
and Exchange Commission, including the Company’s Annual Report on Form 10-K, which was filed on March 31, 2015.
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