Current Report Filing (8-k)
February 02 2018 - 4:03PM
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 29, 2018
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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333-201319
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38-3954047
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
Incorporation)
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File Number)
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Identification
Number)
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Unit
B, 22/F, Times Tower
391-407
Jaffe Road
Wan
Chai, Hong Kong
Tel:
852-6072-0269
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices)
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 (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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Form
8-K
Current
Report
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
January 29, 2018, 12 Retech Corporation, a Nevada corporation (the “Company” or “RETC”) entered into a
Share Purchase Agreement (the “Share Purchase Agreement” or “SPA”) with Geneva Roth Remark Holdings, Inc.,
a New York corporation (“GRRH”). Pursuant to the Share Purchase Agreement, the Company sold 203,000 shares of its
newly created Preferred Series B shares to GRRH for the total sum of $203,000 US dollars.
The
foregoing description of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the full
text thereof, which is filed as Exhibit 10.01 to this Current Report on Form 8-K and incorporated by reference into this Item
1.01.
Item
5.03 Amendments to Articles of Incorporation.
The
Articles of Incorporation of the Corporation give its Board of Directors the power to issue up to 50,000,000 shares of Preferred
Stock, and to fix the rights, preferences and privileges of each class of preferred stock so created. No shareholder approval
is required in connection with the creation of classes of preferred stock under this authority and the setting of the rights,
preferences and privileges of such shares. The Board previously had created a Class A Preferred Shares with a total number of
10,000,000 shares of this class.
Pursuant
to this authority the Board of Directors acted on January 29, 2018, to create new series of preferred stock, entitled Series B
Convertible Preferred Stock, Series C Convertible Preferred Stock, and Series D Convertible Preferred Stock. The Series B Convertible
Preferred Stock, which will consist of 1,000,000 shares of Series B Preferred Stock, par value $0.00001 per share, which the Company
has the authority to issue, as set forth herein. The Series C Convertible Preferred Stock, which will consist of 2 shares of Series
C Preferred Stock, par value $0.00001 per share, which the Company has the authority to issue, as set forth herein. the Series
D Convertible Preferred Stock, which will consist of 1,000,000 shares of Series D Preferred Stock, par value $0.00001 per share,
which the Company has the authority to issue, as set forth herein. The Certificate of Designation of Preferences for the new Series
B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock adopted by the Board of Directors sets out various other
rights, preferences and privileges for the Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, and
a copy of said Certificate of Designations of Preferences for the new Series B Preferred Stock, Series C Preferred Stock, and
Series D Preferred Stock is attached hereto as Exhibit 9.01, and be this reference, incorporated herein.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits.
The following exhibits are either filed as a part hereof or are incorporated
by reference. Exhibit numbers correspond to the numbering system in Item 601 of Regulation S-K.
Exhibit
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Number
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Description
of Exhibit
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9.01
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9.01(1) Share Purchase Agreement by and among the Company and Geneva Roth Remark Holdings, Inc., dated January 29, 2018, filed herewith.
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9.01
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9.01(2) Exhibit A to the Share Purchase Agreement by and among the Company and Geneva Roth Remark Holdings, Inc., dated January 29, 2018, filed herewith.
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9.01
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9.01(3) Attached hereto is the Certificate of Designations of Preferences for the Corporation’s Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock, as adopted by its Board of Directors
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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 thereunto duly authorized.
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12 Retech Corporation
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Dated:
February 02, 2018
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/s/
Angelo Ponzetta
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By:
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Angelo Ponzetta
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Its:
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Chief
Executive Officer
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