Current Report Filing (8-k)
December 22 2015 - 4:46PM
Edgar (US Regulatory)
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):
December
18, 2015
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
(Exact
name of registrant as specified in charter)
| Nevada |
|
000-26309 |
|
98-0200471 |
| (State
or other jurisdiction |
|
(Commission
|
|
(IRS
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 4235
Commerce Street, Little River, South Carolina |
|
29566 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (843) 390-2500
| |
|
|
| |
(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 18, 2015, Integrated Environmental Technologies, Ltd. (the “Company”) issued 12% convertible debentures to
one individual investor and four institutional investors (each a “Debenture” and collectively, the “Debentures”)
in the aggregate principal amount of $500,000. In connection with the issuance of the Debentures, the Company issued warrants
(the “Debenture Warrants”) to purchase an aggregate of 3,571,429 shares of its common stock. The gross proceeds received
in connection with this private placement were $450,000, which will be used for working capital purposes.
The
Debentures have a two-year term maturing on December 18, 2017, bear interest at a rate of 12% per annum and contain an original
issue discount of 10%. Interest is payable in annual installments in cash or, at the option of the Company, in shares of the Company’s
common stock. If the Company elects to pay the interest in shares of its common stock, the number of shares issued as payment
will be equal to the quotient of the unpaid interest divided by the market price of the Company’s common stock, as defined
in the Debentures.
The
entire principal amount of a Debenture is convertible at any time into shares of the Company’s common stock at the option
of the holder at a conversion price of $0.07 per share. In addition, at the option of the Company, the entire principal amount
of a Debenture is convertible into shares of the Company’s common stock at $0.07 per share upon the occurrence of a change
of control of the Company, as defined in the Debentures, or if the average closing price of the Company’s common stock for
any period of twenty consecutive trading days is greater than or equal to $0.30 per share. Finally, the entire principal amount
of a Debenture automatically converts into shares of the Company’s common stock upon the Company completing a Qualified
Financing (as defined in the Debentures), at a conversion price per share equal to the lesser of: (i) 80% of the per share price
paid by the purchasers of the Company’s common stock in the Qualified Financing; or (ii) $0.07. The quoted market price
of the Company’s common stock on December 18, 2015 was $0.04 per share. An aggregate of 7,142,857 shares of the Company’s
common stock can be issued pursuant to the Debentures at the current conversion price of $0.07 per share.
The
Debenture Warrants have a three-year term and provide the holders with the right to purchase an aggregate of 3,571,429 shares
of the Company’s common stock at $0.10 per share. All of the shares of the Company’s common stock underlying the Debenture
Warrants are fully vested. The exercise price of the Debenture Warrants is subject to adjustment for stock dividends, stock splits,
or similar events.
Section
9 – Financial Statements and Exhibits
| Item
9.01. |
Financial
Statements and Exhibits. |
| |
Exhibit
No. |
|
Description |
| |
4.1 |
|
Form
of 12% Convertible Debenture (incorporated by reference to Exhibit 4.5 to the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 2015 that was filed with the Securities and Exchange Commission on November 13, 2015). |
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.
| |
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD. |
| |
|
|
| December
22, 2015 |
By: |
/s/
David R. LaVance |
| |
|
David
R. LaVance |
| |
|
President
and Chief Executive Officer |
EXHIBIT
INDEX
Exhibit
No. |
|
Description |
| 4.1 |
|
Form
of 12% Convertible Debenture (incorporated by reference to Exhibit 4.5 to the Company’s quarterly report on Form 10-Q
for the quarter ended September 30, 2015 that was filed with the Securities and Exchange Commission on November 13, 2015). |