Current Report Filing (8-k)
January 18 2019 - 01:36PM
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 16, 2019
ATTIS
INDUSTRIES INC.
(Exact
name of registrant as specified in its charter)
New
York
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001-13984
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13-3832215
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(State or other jurisdiction
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(Commission File
Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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12540
Broadwell Road, Suite 2104
Milton,
GA 30004
(Address
of principal executive offices)
(678)
580-5661
(Registrant’s
telephone number, including area code)
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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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 ☐
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 16, 2019, Attis Ethanol Fulton, LLC (the “Purchaser”), an indirect wholly-owned subsidiary of Attis Industries
Inc. (the “Company”), entered into that certain Asset Purchase Agreement (the “Purchase Agreement”) with
Sunoco Retail LLC (the “Seller”), pursuant to which the Purchaser has agreed to acquire from the Seller certain assets
of the Seller related to the Seller’s ethanol production facility, including real property, intellectual property and other
assets related to the ethanol production business (collectively, the “Purchased Assets”).
The
closing of the Purchase Agreement is scheduled to occur on or before March 1, 2019, or at such other time Purchaser and Seller
may mutually agree in writing (the “Closing Date”). The Purchase Agreement may be terminated prior to closing (a)
at the election of Seller or Purchaser on or after September 1, 2019, if the closing shall not have occurred by such date, provided
that the terminating party is not in material default of any of its obligations under the Purchase Agreement; (b) by mutual written
consent of Seller and Purchaser; or (c) as the Purchase Agreement may otherwise allow.
In
consideration for the Purchased Assets, (i) Purchaser will pay Seller $20,000,000 in cash (the “Cash Payment”) on
the Closing Date; (ii) Purchaser shall pay Seller an amount equal to the value of the raw materials inventory at the Facility
(as defined in the Purchase Agreement) on the six (6) month anniversary of Closing Date; and (iii) on the six (6) month anniversary
of Closing Date, Purchaser shall pay Seller an amount equal to the value of the finished goods inventory at the Facility as of
the closing.
In
addition to the Purchased Assets, upon closing, the Purchaser shall offer employment to certain employees of Sunoco and such employees
would be eligible to participate in the Company’s benefits programs.
In connection with the Purchase Agreement, the
Company delivered a guaranty (the “Guaranty”) in favor of the Seller to guarantee the payment and performance of all
obligations, liabilities and indemnities of Purchaser.
The
above descriptions of the Purchase Agreement and Guaranty do not purport to be complete and are qualified in their entirety by
reference to such documents filed as Exhibits 2.1 and 10.1, respectively, hereto.
Item
2.01 Completion of Acquisition or Disposition of Assets.
The
disclosure set forth above under Item 1.01 to this Current Report on Form 8-K is hereby incorporated by reference into this Item
2.01.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure set forth above under Item 1.01 to this Current Report on Form 8-K is hereby incorporated by reference into this Item
2.03.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits.
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.
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ATTIS
INDUSTRIES INC.
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Date:
January 18, 2019
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By:
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/s/
Jeffrey Cosman
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Name:
Jeffrey Cosman
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Title: Chief Executive Officer
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