Item
8.01 – Other Events
Exchange
Offer
On
April 24, 2018, the Company announced a private exchange offer (“Exchange Offer”), to all holders of the Series B
Preferred Stock (the “Series B Preferred Stock”) of East Tennessee Materials and Energy Corporation, a Tennessee corporation
(“M&EC”) and a subsidiary of the Company, to exchange, for every share of Series B Preferred Stock tendered, (a)
0.1050805 shares of newly issued common stock of the Company, par value $.001 per share (“Common Stock”), and (b)
cash in lieu of fractional shares of Common Stock that would otherwise be issuable to the tendering holder of Series B Preferred
Stock, in an amount equal to such fractional share of Common Stock multiplied by the closing price per share of the Common Stock
on the last trading day immediately preceding the expiration date of the Exchange Offer. The Exchange Offer is being made on an
all-or-none basis, for all 1,284,730 shares of Series B Preferred Stock outstanding and will expire at Midnight, Eastern Standard
Time, on May 30, 2018, unless extended or earlier terminated by the Company. Assuming all currently outstanding shares of Series
B Preferred Stock are tendered for exchange and not validly withdrawn, the Company would issue an amount of its shares of Common
Stock not to exceed 135,000. The Company owns 100% of the voting capital stock of M&EC.
The
shares of Company common stock to be issued in exchange for shares of M&EC’s Series B Preferred Stock will be issued
pursuant to an exemption from registration under the Securities Act of 1933, as amended, and, as a result, will be considered
restricted securities that have restrictions on transferability.
This
report does not constitute an offer or an invitation by the Company to participate in the Exchange Offer in any manner, including
in any jurisdiction in which it is unlawful to make such an offer or solicitation in such jurisdiction.
A
copy of the Company’s press release issued in connection with this announcement is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Board
of Director Committees
On
April 19, 2018, the Company Board of Directors (“the Board”) approved the following revisions to the composition of
the following Board Committees.
Audit
Committee
Mark
Zwecker – Chairman
Robert
Cochran
Larry
Shelton
Larry
Shelton, who is the Chairman of the Board, replaced Dr. Gary Kugler as an Audit Committee member. The Board has determined that
Larry Shelton meets the Nasdaq’s composition requirements, including the requirements regarding financial literacy and financial
sophistication, and that Larry Shelton is independent under the Nasdaq listing standards and the rules of the Securities and Exchange
Commission (“SEC”) regarding audit committee membership. The Board has also determined that Larry Shelton is an “audit
committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K under the Securities Exchange Act of 1934,
as amended.
Compensation
and Stock Option Committee
Larry
Shelton – Chairman
Joe
Reeder
Mark
Zwecker
Mark
Zwecker replaced Dr. Gary Kugler as a member of the Compensation and Stock Option Committee and Larry Shelton, who is an existing
member, was appointed as the Chairman.
Corporate
Governance and Nominating Committee
Joe
Reeder – Chairman
Robert
Cochran
Zach
Wamp
Zach
Wamp replaced Dr. Gary Kugler as a member of the Corporate Governance and Nominating Committee.
The
Research and Development (“R&D”) Committee was dissolved effective immediately. All R&D activities will be
managed and reviewed by senior management and oversight of these activities will be conducted by the Board as deemed necessary.