Current Report Filing (8-k)
January 06 2022 - 12:55PM
Edgar (US Regulatory)
0000891532
false
PERMA FIX ENVIRONMENTAL SERVICES INC
0000891532
2021-12-30
2021-12-30
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 30, 2021
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
.
|
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001-11596
.
|
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58-1954497
|
(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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8302
Dunwoody Place, Suite 250, Atlanta, Georgia
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30350
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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: (770) 587-9898
Not
applicable
|
(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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class
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Trading
Symbol
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Name
of each exchange on which registered
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Common
Stock, Par Value, $.001 Per Share
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PESI
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NASDAQ
Capital Markets
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Item
2.02 – Results of Operations and Financial Condition.
The
Company anticipates that an expense may be recognized during the fourth quarter of 2021, subject to completion of the Company’s
year-end audit, as described herein under Item 8.01, incorporated herein by reference.
Item
8.01 – Other Events
Perma-Fix
Environmental Services, Inc. (the “Company”) is filing this Current Report on Form 8-K (the “Form 8-K”) solely
to reflect the discontinued operation of the Company’s Medical Segment business, as described below.
As
previously reported in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, the Company’s Medical
Segment business, conducted through the Company’s majority-owned subsidiary, Perma-Fix Medical S. A., a joint stock company organized
under the laws of Poland (“PFM Poland”), and PFM Poland’s wholly-owned subsidiary, Perma-Fix Medical Corporation, a
Delaware corporation (“PFMC”), has not generated any revenue and has substantially reduced R&D costs and activities due
to the need for capital to fund such activities. During the three months ended December 31, 2021, the Company made the strategic decision
to discontinue and exit its Medical Segment business and, in connection therewith, the Company executed a Sale of Shares Agreement on
December 30, 2021, whereby it sold 100% of its interest in PFM Poland to a Polish investor for a nominal amount. As a condition precedent
to the Sale of Shares Agreement, the Company acquired PFMC after its conversion to a Delaware limited liability company. The acquisition
by the Company of the limited liability company was effected on December 29, 2021. Additionally, as a further condition precedent to
the Sale of Shares Agreement, the Company agreed to release PFM Poland from unsatisfied trade payables owed by PFM Poland to the Company,
totaling approximately PLN 9,660,733 (approximately USD $2,384,027) as of December 30, 2021. In connection therewith, the Company executed
a Debt Release Agreement dated December 30, 2021. The Company anticipates that it will deconsolidate PFM Poland from its 2021 financial
statements, subject to completion of the Company’s year-end audit, which would result in a non-cash loss of approximately
$1.9 million from the elimination of Minority Interest.
Item
9.01 – Financial Statements and Exhibits
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Exhibit
Number
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Description
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104
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Cover
Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
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By:
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/s/
Ben Naccarato
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Ben
Naccarato
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Dated:
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January
6, 2022
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Executive
Vice President, Chief Financial Officer and Chief Accounting Officer
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