Current Report Filing (8-k)
January 24 2019 - 1:40PM
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): January 14, 2019
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
|
|
333-201319
|
|
38-3954047
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
No.)
|
|
(IRS
Employer
Identification
No.)
|
10785 W. Twain Ave.,
Suite
210
Las Vegas, Nevada 89135
(Address
of principal executive offices, Zip Code)
(530)
539-4329
(Registrant’s
telephone number, including area code)
Check
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))
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [X]
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
1.01 Entry into a Material Definitive Agreement.
On
January 14, 2019, 12 ReTech Corp., a Nevada corporation (the “Corporation”) entered into an Exchange of Equity
Agreement (the “Exchange Agreement”) by and among Red Wire Group, LLC, a Utah limited liability company (“Red
Wire”) and the members of Red Wire (the “Members”). Pursuant to the terms of the Exchange Agreement, at closing
the Corporation will acquire (i) 75% of the membership interests of Red Wire in exchange for 54,000 shares of the Corporation’s
Series D-6 Preferred Stock and (ii) the remaining 25% of the membership interests of Red Wire in exchange for 37,500 shares of
the Corporation’s Series D-5 Preferred Stock.
The
conversion of the Series D-6 Preferred Stock is subject to a leak-out provision whereby the Member has the right but not the obligation
to convert a maximum of twenty-five percent (25%) or no greater than 13,500 shares of Series D-6 Preferred Stock after the 6-month
anniversary of closing and thereafter an additional quantity of no greater than 13,500 shares of Series D-6 Preferred Stock every
six months until all shares of Series D-6 Preferred Stock that are owned by Member have been converted. All Conversions, if any,
are at Market Price with no discount to Market.
The
conversion of Series D-5 Preferred Stock is available after the 6-month anniversary of closing, subject to the Corporation’s
right of first refusal to purchase the Members’ Series D-5 Preferred Stock at face value plus accrued dividends within 10
days of receipt of said Members’ notice of exercise of the conversion rights of the Series D-5 Preferred Stock. The Members
holding Series D-5 Preferred Stock have the right but not the obligation to exercise a put option back to the Corporation or its
assignee for any remaining unconverted Series D-5 Preferred Stock at nine months after closing in the amount of $150,000 in the
aggregate less any proceeds from the converted and sold shares that the Members holding Series D-5 Preferred Stock had received
from any conversions. The Corporation will have 30 days from receipt of a put demand to repurchase all such tendered shares. This
put option expires if unexercised 12 months after closing of the Exchange Agreement. All conversions, if any, are at Market Price
with no discount to Market.
In
no event shall any Member, together with their affiliates, own or have a right to receive more than 9.99% of the issued and outstanding
shares of the Corporation’s common stock at any given time.
The
powers, preferences and rights, and the qualifications, limitations and restrictions of the Series D-5 and Series D-6 Preferred
Stock are set forth in the Corporation’s Current Report on Form 8-K and exhibits attached thereto previously filed with
the Securities and Exchange Commission on January 11, 2019.
Red
Wire will continue its operations uninterrupted following the closing and will retain key employees. The Exchange Agreement includes
customary representations, warranties and covenants of the parties. The closing of the Exchange Agreement is subject to certain
closing conditions, including that the Members have not materially misrepresented any of the representations contained in the
Exchange Agreement and its exhibits. The Exchange Agreement may also be terminated by mutual consent of the parties.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
January 24, 2019
|
12 RETECH CORPORATION
|
|
|
|
|
|
/s/
Angelo Ponzetta
|
|
By:
|
Angelo
Ponzetta
|
|
Its:
|
Chief
Executive Officer
|
12 Retech (CE) (USOTC:RETC)
Historical Stock Chart
From Mar 2024 to Apr 2024
12 Retech (CE) (USOTC:RETC)
Historical Stock Chart
From Apr 2023 to Apr 2024