Current Report Filing (8-k)
February 13 2017 - 11:57AM
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):
February 8, 2017
ECO
BUILDING PRODUCTS, INC.
(Exact
name of registrant as specified in its charter)
Colorado
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000-53875
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20-8677788
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(State
of
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(Commission
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(I.R.S.
Employer
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incorporation)
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File
Number)
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Identification
No.)
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11568
Sorrento Valley Road #13
San
Diego, California 92121
(Address
of principal executive offices)
Phone:
(858) 780-4747
(Registrant’s
telephone number)
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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Section
1 - Registrant’s Business and Operations
Item
1.01 Entry into a Material Definitive Agreement.
On
February 10, 2017, Eco Building Products, Inc. (the “Company,” “we,” or “us”) announced that
we had formed a new subsidiary, Wood Protection Technologies Inc, a Nevada corporation (our “Subsidiary”). Our Subsidiary
was incorporated on December 5, 2016, but we did not capitalize it until February 8, 2017. Our Subsidiary (of which we own 95%
and Mark Vuozzo, our Chief Technical Officer, who assigned to us the intellectual property that we transferred to our Subsidiary,
owns 5%) will have a separate board of directors and its own corporate governance. Nevertheless, for financial reporting purposes,
we will consolidate its financial statements with ours. Tom Comery, our Chief Executive Officer, will also serve our subsidiary
in that capacity.
We
capitalized our Subsidiary with the transfer of certain of our rights to certain of our pending patents and other intellectual
property (the “IP”). As we announced, we formed our Subsidiary to position our intellectual property for alignment
with major industry partners. We also believe that this action will allow us to maximize value for our stockholders in that our
Subsidiary may be better positioned to attract the capital that it will require to effectuate its business plan in more efficient,
lower cost manner than had the patents and other intellectual property and operations remained at our corporate level. In that
context, on February 8, 2017, we entered into an “Operating Agreement” with our Subsidiary to define the relationship
between our Subsidiary and us, as we work together to market, license, sell and otherwise exploit the transferred Intellectual
Property.
The
material terms of our Operating Agreement are:
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Royalties
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Our Subsidiary is to pay us a royalty equal to six percent (6%) of gross revenues earned by it from the sale, license, lease
or other commercialization of the IP. The Royalty is payable quarterly in arrears.
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Loans
from Third Parties
. Our Subsidiary shall have the right to borrow money in the normal course of business on reasonable,
arm’s length terms, subject to obtaining our advance approval, which we shall not unreasonably withhold, condition or
delay.
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Parent-Subsidiary
Loans
. From time to time, we may make loans to each other with interest at the annual rate of ten percent.
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Indemnification
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We will indemnify each other under industry-standard terms.
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Section
2 - Financial Information
Item
2.01 Completion of Acquisition or Disposition of Assets.
We
incorporate by reference the disclosure provided in Section 1, above.
Section
7 – Regulation FD
Item
7.01 Regulation FD Disclosure
On
February 10, 2017, we issued a press release announcing the formation of our Subsidiary and various related events. The press
release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Section
9 – Financial Statements and Exhibits
Item
9.01 Exhibits
(d)
Exhibits
99.1
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Press
release of Eco Building Products, Inc., dated February 10, 2017.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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ECO
BUILDING PRODUCTS, INC.
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Date:
February 13, 2017
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By:
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/s/
Tom Comery
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Tom
Comery
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President
& CEO
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