Current Report Filing (8-k)
May 14 2019 - 5:27PM
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)
May 13,
2019
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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1-11596
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58-1954497
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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8302
Dunwoody Place, Suite 250, Atlanta, Georgia
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30350
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(770) 587-9898
Not
applicable
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 or Rule
12b-2 of the Securities Exchange Act of 1934.
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 [ ]
Section
7 –
Regulation FD
Item
7.01 –
Regulation FD Disclosure
The
information set forth under “Item 8.01. Other Events” of this Current Report on Form 8-K with respect to the shelf
registration statement is incorporated into this Item 7.01 by reference.
Section
8 –
Other Events
Item
8.01 –
Other Events
On
May 13, 2019, Perma-Fix Environmental Services, Inc. (the “Company”) filed a shelf registration statement on Form
S-3 with the Securities and Exchange Commission (“SEC”). The Company has no current plans to sell securities under
the new registration statement, and it only filed the shelf registration as part of its ongoing commitment to evaluate all options
to enhance shareholder value, if it should desire and be in a position to opportunistically access the capital markets at a future
date.
Under
the shelf registration, once it is declared effective by the SEC, the Company may offer and sell, from time to time, up to 2,500,000
shares of its common stock. So long as the Company’s public float remains below $75 million, an offering under this registration
statement will be limited to a value of not more than one-third of the public float within any 12-month period.
The
terms of any securities offered under the registration statement, and the intended use of the net proceeds resulting therefrom,
would be established at the times of the offerings, if any, and would be described in prospectus supplements filed with the SEC
at the times of the offerings. Although the registration statement relating to these securities has been filed with the SEC, it
has not yet become effective and, at this time, the Company does not have any commitments or plans to sell securities under the
shelf registration statement.
Securities
registered under the shelf registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration
statement becomes effective. This Form 8-K is not an offer to sell or a solicitation of an offer to buy, nor shall there be any
sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or jurisdiction. Any offering of the securities covered under the
shelf registration statement will be made solely by means of a prospectus and an accompanying prospectus supplement relating to
that offering
This
Form 8-K contains “forward-looking statements” which are based largely on the Company’s expectations and are
subject to various business risks and uncertainties, certain of which are beyond the Company’s control. Forward-looking
statements generally are identifiable by use of the words such as “believe”, “expects”, “intends”,
“anticipate”, “could potentially”, “plans to”, “estimates”, “projects”,
and similar expressions. Forward-looking statements include, but are not limited to, whether we will actually effect an offering
of our common stock pursuant to the registration statement once it is declared effective by the SEC, and the Company’s belief
that as part of its ongoing commitment to evaluate all options to enhance shareholder value, it should be in a position to opportunistically
access the capital markets. These forward-looking statements are intended to qualify for the safe harbors from liability established
by the Private Securities Litigation Reform Act of 1995. While the Company believes the expectations reflected in this news release
are reasonable, it can give no assurance such expectations will prove to be correct. There are a variety of factors which could
cause future outcomes to differ materially from those described in this release, including, without limitation, the other risk
factors and business considerations described under the heading “Risk Factors” in our 2018 Form 10-K, our Quarterly
Report on Form 10-Q for the Quarter Ended March 31, 2019, and the Registration Statement on Form S-3. The Company makes no commitment
to disclose any revisions to forward-looking statements, or any facts, events or circumstances after the date hereof that bear
upon forward-looking statements.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
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Dated:
May 14, 2019
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By:
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/s/
Ben Naccarato
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Ben
Naccarato
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Vice
President and
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Chief
Financial Officer
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