Current Report Filing (8-k)
March 20 2019 - 5:29PM
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): March 14, 2019
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-55915
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38-3954047
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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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)
[ ]
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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 [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
March 14, 2019, 12 ReTech Corp., a Nevada corporation (the “Corporation”), entered into a PIPE Securities Purchase
Agreement (the “Purchase Agreement”) with an institutional accredited investor (“Investor”) pursuant to
which Investor agreed to purchase up to $500,000 in the Corporation’s newly created Series D-2 Convertible Preferred Stock
(the “Series D-2 Preferred”).
In
Connection with the initial closing of the Purchase Agreement, the Corporation issued 103,500 shares of Series D-2 Preferred in
exchange for $115,000 less $15,000 payable to counsel for Investor paid out of closing proceeds.
Additionally,
on March 14, 2019, the Corporation and Investor entered into a Preferred Stock Exchange Agreement (the “Exchange Agreement”)
whereby Investor exchanged its existing 284,175 shares of the Series D-1 Convertible Preferred Stock of the Corporation for 346,425
shares of newly issued Series D-2 Preferred. As further consideration for the Exchange Agreement, Investor agreed to waive any
and all existing defaults and any further claim to rights related to the Series D-1 Convertible Preferred Stock.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
issuance of the shares of the Corporation’s preferred stock on the closing is exempt from registration under the Securities
Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions
not involved in a public offering pursuant to Section 4(a)(2) of the Act and Rule 506(b) of Regulation D, as promulgated by the
Securities and Exchange Commission thereunder.
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.
Pursuant
to this authority the Board of Directors acted on March 12, 2019, to create a new series of preferred stock, entitled “Series
D-2 Convertible Preferred Stock.” The total number of shares of Series D-2 Preferred the Corporation is authorized to issue
is 2,500,000 shares with a par value of $0.0001 per share and a stated value of $2.00 per share (the “Stated Value”).
A copy of said Certificate of Designation of Series D-2 Preferred is attached hereto as Exhibit 3.1 and is incorporated herein
by this reference.
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.
March
20, 2019
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12
RETECH CORPORATION
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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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