Current Report Filing (8-k)

Date : 02/21/2019 @ 11:09AM
Source : Edgar (US Regulatory)
Stock : 12 Retech Corporation (QB) (RETC)
Quote : 0.0002  0.0 (0.00%) @ 1:00AM

Current Report Filing (8-k)






Washington, D.C. 20549






Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (date of earliest event reported): February 8, 2019



(Exact name of registrant as specified in its charter)


Nevada   333-201319   38-3954047

(State or other jurisdiction

of incorporation)



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 February 8, 2019, 12 Retech Corp., a Nevada corporation (the “Corporation”) entered into an Exchange of Equity Agreement (the “Exchange Agreement”) by and among Rune NYC, LLC, a New York limited liability company (“Rune”) and the members of Rune (the “Members”). The terms of which allowed the individual members of Rune to individually tender their interests for a period of time before the Exchange Agreement became effective. In order to be effective at least 51% of the membership interests needed to agree to tender to the Corporation. As of Tuesday, February 19, 2019 members representing 92.5% of the membership interests have agreed to tender their interests to the Corporation and the Corporation closed out the tender offer period and the Exchange Agreement became effective. Accordingly, pursuant to the terms of the Exchange Agreement, at closing the Corporation will acquire 92.5% of the membership interests of Rune in exchange for 82,588 shares of the Corporation’s Series D-5 Preferred Stock.


All Conversions of the Series D-5 Preferred Stock, 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.


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 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.


Rune 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.


   - 2 -  





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: February 21, 2019 12 RETECH CORPORATION
    /s/ Angelo Ponzetta
  By: Angelo Ponzetta
  Its: Chief Executive Officer


   - 3 -  



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