GLYE GlyEco Inc (CE)

The Company previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 12, 2018, and a Current Report on Form 8-K filed with the SEC on May 3, 2018, the closing of three (3) tranches of funding related to a private placement of up to $2,500,000 in principal amount of 10% Unsecured Promissory Notes (the “Notes”) and common stock purchase warrants (the “Warrants”) to purchase up to 12,500,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), pursuant to a Subscription Agreement by and among the Company and each prospective investor. On May 4, 2018, the Company closed another tranche with the two (2) institutional investors from the first (1 ^st ) tranche, Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I, with respect to Notes with an aggregate principal amount of $1,000,000 and Warrants to purchase an aggregate of 5,000,000 shares of Common Stock. Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I are under the management of Wynnefield Capital, Inc (“Wynnefield Capital”), an affiliate of the Company. The Company’s Chairman of the Board, Dwight Mamanteo, is a portfolio manager of Wynnefield Capital.

The sale and the issuance of the Notes and Warrants were offered and sold in reliance upon exemptions from registration pursuant to Section 4(a)(2) of the Securities Act, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated under the Securities Act (“Regulation D”).  We made this determination based on the representations of each investor which included, in pertinent part, that each such investor was (a) an “accredited investor” within the meaning of Rule 501 of Regulation D or (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act and upon such further representations from each investor that (i) such investor is acquiring the Notes and Warrants for its own account for investment and not for the account of any other person and not with a view to or for distribution or resale in connection with any distribution within the meaning of the Securities Act, (ii) such investor agrees not to sell or otherwise transfer the Notes and Warrants unless they are registered under the Securities Act and any applicable state securities laws, or an exemption or exemptions from such registration are available, (iii) such investor has knowledge and experience in financial and business matters such that it is capable of evaluating the merits and risks of an investment in the Notes and Warrants, (iv) such investor had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information which we possessed or were able to acquire without unreasonable effort and expense, and (v) such investor is able to bear the economic risk of an investment in the Notes and Warrants and could afford the complete loss of such investment. In addition, there was no general solicitation or advertising for the Notes and Warrants issued in reliance upon Regulation D.