Current Report Filing (8-k)
July 18 2016 - 6:03AM
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):
July
14, 2016
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
(Exact
name of registrant as specified in charter)
Nevada
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000-26309
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98-0200471
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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4235
Commerce Street, Little River, South Carolina
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29566
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(Address
of principal executive offices)
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(Zip
Code)
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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
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Unregistered
Sales of Equity Securities
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Issuance
of Zero Coupon Secured Convertible Debentures
On
July 14, 2016, Integrated Environmental Technologies, Ltd. (the “Company”) issued zero coupon secured convertible
debentures to eight individual investors and one institutional investor (each a “Debenture” and collectively, the
“Debentures”) in the aggregate principal amount of $670,577. In connection with the issuance of the Debentures, the
Company issued warrants (the “Debenture Warrants”) to purchase an aggregate of 67,055,700 shares of its common stock,
par value $.001 per share (“Common Stock”). The gross proceeds received in connection with this private placement
were $603,500, which will be used for working capital purposes.
The
Debentures have a one-year term maturing on July 14, 2017, contain an original issue discount of 10% and are secured by the Company’s
assets. The entire principal amount of a Debenture is convertible at any time into shares of Common Stock at the option of the
holder at a conversion price of $0.01 per share (the “Conversion Price”). If at any time subsequent to the issuance
of the Debentures and prior to the conversion of the Debentures into shares of Common Stock, the Company closes on a financing
involving the issuance of convertible debentures or shares of Common Stock with or at a per share conversion price or purchase
price that is less than the Conversion Price (the “Subsequent Financing Per Share Price”), then the Conversion Price
shall be reduced to seventy-five percent (75%) of the Subsequent Financing Per Share Price. The quoted market price of Common
Stock on July 14, 2016 was $0.009 per share. An aggregate of 67,055,700 shares of Common Stock can be issued pursuant to the Debentures
at the current conversion price of $0.01 per share.
The
Debenture Warrants have a five-year term and provide the holders with the right to purchase an aggregate of 67,055,700 shares
of Common Stock at $0.01 per share. All of the shares of Common Stock underlying the Debenture Warrants are fully vested. The
Debenture Warrants contain a cashless exercise provision and are callable in the event the closing price of Common Stock averaged
over a period of ten (10) consecutive trading days is equal to or greater than $0.04 per share. The exercise price of the Debenture
Warrants is subject to adjustment for stock dividends, stock splits, or similar events.
Zanett
Convertible Debenture
On
August 21, 2012, the Company issued to Zanett Opportunity Fund, Ltd. an 8% convertible debenture in the amount of $476,125 (the
“Zanett August 2012 Debenture”). The Zanett August 2012 Debenture had a three-year term maturing on August 21, 2015
and was originally convertible into 4,761,250 of Common Stock at a conversion price of $0.10 per share. Effective July 7, 2016,
the Zanett August 2012 Debenture was amended to extend the maturity date to December 31, 2017 and reduce the conversion price
to $0.07 per share. As a result of this amendment, the Zanett August 2012 Debenture is convertible into 6,801,786 shares of Common
Stock.
Section
5 – Corporate Governance and Management
Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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Effective
July 1, 2016, David R. LaVance, the Company’s President and Chief Executive Officer and Thomas S. Gifford, the Company’s
Executive Vice President and Chief Financial Officer, each agreed to reduce their respective annual salary to $110,000. Prior
to the reduction, Mr. LaVance’s annual salary was $235,000 and Mr. Gifford’s annual salary was $200,000. The reduced
salaries will remain in effect until: (a)(i) IET reaches positive earnings before interest, taxes, depreciation and amortization,
adjusted for non-cash expenses (“Adjusted EBITDA”), for one calendar quarter, and (ii) the subsequent calendar quarter
Adjusted EBITDA is projected to remain positive, factoring in the increased salaries for each of Mr. LaVance and Mr. Gifford,
or (b) some other corporate activity occurs whereby an adjustment is justified, as determined by the Company’s compensation
committee.
Section
9 – Financial Statements and Exhibits
Item
9.01
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Financial
Statements and Exhibits
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(d)
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Exhibits:
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Exhibit
No.
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Description
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4.1
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Form
of Zero Coupon Secured Convertible Debenture issued to eight individual investors and one institutional investor on July 14,
2016 in the aggregate principal amount of $670,577.
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4.2
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Form
of Warrant issued to eight individual investors and one institutional investor on July 14, 2016 in connection with the issuance
on July 14, 2016 of Zero Coupon Secured Debentures in the aggregate principal amount of $670,577.
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4.3
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Addendum
dated July 7, 2016 to the 8% Convertible Debenture dated August 21, 2012 between Zanett Opportunity Fund, Ltd. and the Company.
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99.1
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Press
Release Re: Integrated Environmental Technologies, Ltd. Secures Additional Capital
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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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INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD.
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July
15, 2016
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By:
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/s/
David R. LaVance
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David
R. LaVance
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President
and Chief Executive Officer
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EXHIBIT
INDEX
Exhibit
No.
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Description
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4.1
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Form
of Zero Coupon Secured Convertible Debenture issued to eight individual investors and one institutional investor on July 14,
2016 in the aggregate principal amount of $670,577.
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4.2
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Form
of Warrant issued to eight individual investors and one institutional investor on July 14, 2016 in connection with the issuance
on July 14, 2016 of Zero Coupon Secured Debentures in the aggregate principal amount of $670,577.
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4.3
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Addendum
dated July 7, 2016 to the 8% Convertible Debenture dated August 21, 2012 between Zanett Opportunity Fund, Ltd. and the Company.
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99.1
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Press
Release Re: Integrated Environmental Technologies, Ltd. Secures Additional Capital
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