Current Report Filing (8-k)
July 31 2018 - 8:31AM
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
July
27, 2018
Date
of Report
Q2EARTH,
INC.
(Exact
name of Registrant as specified in its Charter)
Delaware
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000-55148
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20-1602779
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(State
or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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420
Royal Palm Way, #100
Palm
Beach, FL 33480
(Address
of Principal Executive Offices)
(561)
693-1423
(Registrant’s
Telephone Number, including area code)
(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 (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 14-a-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))
Item
1.01 Entry into a Material Definitive Agreement
On
July 27, 2018, Q2Earth Inc. (the “Company” or “Q2”) signed a definitive Stock Purchase Agreement (the
“Purchase Agreement”) for the purchase of all of the outstanding capital stock of George B. Wittmer Associates Inc.
(“GBWA”) from its sole shareholder. The purchase price will be paid primarily in cash with a portion of the purchase
price subject to a two-year promissory note secured by the land of GBWA.
GBWA
is a residual waste management and compost manufacturing company that services papermills in the southeast United States. The
company’s assets include land and improvements, equipment, inventory, proprietary know-how and tradenames, contracts and
customer lists. GBWA’s management and employees will remain with the company following closing of the transaction, and the
company’s operations and customer contracts will continue to be operated in the same manner as before the transaction.
Closing
is conditioned, among other items, on delivery of the purchase price to the seller, which will require Q2 completing its financing.
The transaction is expected to close this fiscal quarter.
The
summary description of the Purchase Agreement contained herein is qualified in its entirety by the Stock Purchase Agreement filed
as Exhibit 10.01 to this Form 8-K.
Item
9.01 Financial Statements and Exhibits.
(b)
Exhibits.
1
Schedules to the Stock Purchase Agreement have been excluded as they constitute confidential and proprietary company information
and are not considered material to an investment decision. Such schedules will be provided to the Commission upon request.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed
on its behalf by the undersigned hereunto duly authorized.
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Q2EARTH
INC.
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Date:
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July 31,
2018
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By:
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/s/
Christopher Nelson
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Christopher
Nelson
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President
and General Counsel
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