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): June 12,
2017
ENVIRONMENTAL
PACKAGING TECHNOLOGIES HOLDINGS, INC.
|
(Exact
name of registrant as specified in its charter)
|
Nevada
|
|
333-182629
|
|
45-5634033
|
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File No.)
|
|
(IRS
Employer
Identification
No.)
|
6100 West by Northwest, Suite 110
Houston, TX
|
|
77040
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(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant’s telephone number, including area code
(646) 229-3639
12303 Airport Way, Suite 200
Broomfield,
Colorado, 80021
|
(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:
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting
material pursuant to Rule 14a-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))
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.
☐
This
Current Report on Form 8-K contains certain “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities
Act of 1933, as amended (the “
1933 Act
”) and
Section 21E of the Securities Exchange Act of 1934, as amended
(the “
1934
Act
”), which statements involve substantial risks and
uncertainties. In some cases, it is possible to identify
forward-looking statements because they contain words such as
“anticipates,” believes,”
“contemplates,” “continue,”
“could,” “estimates,”
“expects,” “future,” “intends,”
“likely,” “may,” “plans,”
“potential,” “predicts,”
“projects,” “seek,” “should,”
“target” or “will,” or the negative of
these words or other similar terms or expressions that concern our
expectations, strategy, plans or intentions. Many factors could
cause our actual operations or results to differ materially from
the operations and results anticipated in forward-looking
statements. These factors include, but are not limited
to:
●
our
financial performance, including our history of operating
losses;
●
our
ability to obtain additional funding;
●
our
ability to successfully market, sell and derive income from our
products;
●
changes in the
regulatory environments of the United States and other countries in
which we intend to sell our products;
●
our
ability to attract and retain key management and marketing
personnel;
●
competition from
new and existing market entrants;
●
our
ability to identify and pursue development of additional products;
and
We have
based the forward-looking statements contained in this Current
Report on Form 8-K primarily on our current business and
expectations and projections about future events and trends that we
believe may affect our business, financial condition, results of
operations and prospects. The outcome of the events described in
these forward-looking statements are subject to risks,
uncertainties, assumptions, and other factors. Moreover, we operate
in a very competitive and rapidly changing environment. New risks
and uncertainties emerge from time to time, and it is not possible
for us to predict all risks and uncertainties that could have an
impact on the forward-looking statements used herein.
You
should not rely on forward-looking statements as predictions of
future events. Except as required by law, neither we nor any other
person assumes responsibility for the accuracy and completeness of
the forward-looking statements, and we undertake no obligation to
update any forward-looking statements to reflect events or
circumstances after the date of such statements.
EXPLANATORY NOTE
As used in this Current Report on Form 8-K (1) the terms the
“
Company
,”
“
we
,”
“
us
,”
and “
our
” refer to the
combined enterprises of Environmental Packaging Technologies
Holdings, Inc. (F/K/A International Metals Streaming Corp.), a
Nevada corporation (“
IMSC
”), EPT Acquisition
Corp, a wholly-owned subsidiary of IMSC prior to the Merger (as
defined below) (“
Merger Sub
”) and
Environmental Packaging Technologies, Inc., a Delaware corporation
(“
EPT
”), after giving
effect to the Merger and the related transactions described herein,
(2) the term “
IMSC
” refers to the
business of IMSC prior to the Merger, and (3) the term
“
EPT
”
refers to the business of EPT prior to the Merger, in each case
unless otherwise specifically indicated or as is otherwise
contextually required. Although IMSC changed its name to
Environmental Packaging Technologies Holdings, Inc. on February 16,
2017, to avoid confusion and for purposes of clarity, the
historical pre-Merger operations of the Company are referred to in
this Current Report as “
IMSC
”.
This
Current Report on Form 8-K is being filed in connection with a
series of transactions consummated by us that relate to the Merger
between IMSC, Merger Sub and EPT, which transactions are described
herein, together with certain related actions taken by
us.
SUBSEQUENT 8-K; FORM 10 INFORMATION
This Current Report on Form 8-K was filed by the
Company to inform the public that the Merger had been consummated
and to provide certain other information. Because prior to the
Merger, IMSC was a “shell company” (as defined in Rule
405 of the 1933 Act), the Company is required to file a Current
Report on Form 8-K containing such information that it would be
required to disclose if it were a registrant filing a general form
for registration of securities on Form 10 under the 1934 Act
(a “
Super
8-K
”). Although this
Current Report, however, does not include all information that is
required to be included in a Super 8-K, the Company intends to file
with the SEC a Super 8-K by the fourth (4
th
)
business day following the closing date (the
“
Closing
Date
”), of the
Merger.
Item
1.01
Entry
into a Material Definitive Agreement.
As
previously reported in the Company’s Current Report on Form
8-K filed with the Securities and Exchange Commission (the
“
SEC
”)
on or about December 28, 2016, pursuant to an Agreement and Plan of
Merger (as amended on or about March 31, 2017 (“
Amendment No. 1
”) and as
of June 7, 2017 (“
Amendment No. 2
”),
collectively, the “
Merger Agreement
”), by
and among IMSC, Merger Sub and EPT, IMSC, Merger Sub and EPT agreed
that on the Closing Date, Merger Sub would merge with and into EPT
with EPT surviving the Merger and as a result EPT would become a
wholly owned subsidiary of IMSC (the “
Merger
”). On February 16,
2017, in anticipation of the Closing, IMSC changed its name to
“Environmental Packaging Technologies Holdings,
Inc.”
For
a description of the Merger and the material agreements entered
into, Amendment No. 1, Amendment No. 2 and the other exhibits to or
referenced in this Current Report in connection with the Merger,
please see the disclosures set forth in Item 2.01 of this Current
Report on Form 8-K, which disclosures are incorporated into this
Item 1.01 by reference. Item 2.01 of this Current Report on Form
8-K contain only a brief description of certain material terms of
the Merger Agreement and other material agreements entered into and
certain actions taken in connection with the Merger, and does not
purport to be a complete description of the Merger Agreement and
other material agreements entered into and certain actions taken in
connection with the Merger and certain rights and obligations of
the parties thereunder, and such description is qualified in its
entirety by reference to the Merger Agreement, Amendment No. 1,
Amendment No. 2 and the other exhibits to or referenced in this
Current Report which is filed as an exhibit to this Current Report
on Form 8-K.
Item
2.01
Completion
of Acquisition or Disposition of Assets.
The Merger and Related Transactions
On June
9, 2017 (the “
Closing Date
”), pursuant
to the Merger Agreement, Merger Sub and EPT consummated the Merger,
and EPT became a wholly owned subsidiary of IMSC and each share of
EPT’s common stock issued and outstanding was converted into
the right to receive ten (10) shares of our common
stock.
Immediately
following the Closing Date, we had issued and outstanding the
following shares of our common stock (i) 40,000,000 shares owned by
the former EPT stockholders, (ii) 12,000,023 shares owned by
our shareholders immediately prior to the Closing Date, (iii)
5,618,000 shares owned by purchasers of EPT common stock purchased
in the EPT Offering which EPT shares were converted into shares of
our common stock immediately following the Closing, (iv) 1,045,000
shares owned by holders of EPT warrants which were exercised and
converted into shares of our common stock immediately following the
Closing, and (v) 1,120,000 shares held by prior purchasers of
$560,000 aggregate principal amount of EPT convertible notes which
EPT convertible notes were converted into EPT common stock and
thereafter converted into shares of our common stock immediately
following the Closing. In addition we are required to issue 998
shares of our to be created 6% Series B convertible preferred stock
(the “
B
Shares
”), with each B Share having a stated value of
$1,000, is convertible into shares of our common stock at a
conversion price of $0.50 per share, accrues dividends at a rate of
6% per annum (subject to increase), have customary beneficial
ownership blockers, various anti-dilution rights including for
sales and/or issuance of our common stock and/or derivate
securities with a sale price and/or conversion, exchange or
exercise price (as the case may be) below $0.50 per share and will
contain optional and mandatory conversion and mandatory redemption
provisions. Such 998 B Shares will be issued to holders of 998
shares of substantially identical Series B preferred stock of
EPT.
On the
Closing Date, Michael Hlavsa, our sole officer and director
resigned as our sole officer and director and David Skriloff was
appointed as our sole director and our chief executive officer and
treasurer; and Shane Sims as our President and
Secretary.
Pursuant to the
Merger Agreement we are obligated to pay the majority shareholder
$550,000 as a result of his cancellation of 11,810,830 shares of
our common stock owned by him.
Pursuant to the
Merger Agreement, each party has made certain customary
representations and warranties to the other parties thereto. The
Merger was conditioned upon approval by EPT’s stockholders
and certain other customary closing conditions. EPT is required to
offer certain of its former shareholders dissenter’s rights
pursuant to the Delaware General Corporate Law.
For a
description of the Merger and the material agreements entered into
in connection with the Merger, please see the disclosures set forth
in Item 2.01 of this Current Report on Form 8-K, which disclosures
are incorporated into this Item 1.01 by reference. Item 2.01 of
this Current Report on Form 8-K contains only a brief description
of the material terms of the Merger Agreement and does not purport
to be a complete description of the rights and obligations of the
parties thereunder, and such description is qualified in its
entirety by reference to the Merger Agreement and related documents
incorporated by reference or filed as an exhibit to this Current
Report on Form 8-K.
Accounting Treatment
The
Merger is being treated as a reverse acquisition of IMSC, a public
shell company, for financial accounting and reporting purposes. As
such, EPT is treated as the acquirer for accounting and financial
reporting purposes while IMSC is treated as the acquired entity for
accounting and financial reporting purposes. As a result of such
treatment, the historical financial statements that will be
reflected in the Company’s future financial statements filed
with the SEC will be those of EPT, and the Company’s assets,
liabilities and results of operations will be consolidated with the
assets, liabilities and results of operations of EPT.
Item
3.02
Unregistered
Sales of Equity Securities.
In
connection and as a condition to the Closing of the Merger, EPT
sold (the “
EPT
Offering
”) to accredited investors (as such term is
defined in the 1933 Act) 561,800 shares of EPT common stock for
aggregate gross proceeds of $2,809,000 in an offering exempt from
the registration requirements of the 1933 Act. Such EPT shares were
converted immediately following the Closing Date into an aggregate
of 5,618,000 shares of our common stock.
Item
5.01
Changes
in Control of Registrant.
The
disclosure contained in Item 2.01 hereof is incorporated herein by
reference.
Item
5.02
Departure
of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
The
disclosure contained in Item 2.01 hereof is incorporated herein by
reference.
Item 5.06
Change
in Shell Company Status.
As the
result of the transactions effected by the closing of the Merger,
as described above under Item 2.01 of this Current Report, we are
no longer a shell company as that term is defined in Rule 12b-2 of
the Securities Exchange Act of 1934. The disclosures under the
heading “The Merger” set forth in Item 2.01 of this
Current Report on Form 8-K are incorporated by reference into this
Item 5.06.
On June
1, 2017, we issued a press release, filed as Exhibit 99.1 to this
Current Report on Form 8-K, announcing the transaction discussed in
Item 1.01.
Item
9.01
Financial
Statements and Exhibits.
(a)
Certain
of the financial statements required by this Item 9.01(a) will be
filed by amendment to this Current Report on Form 8-K no later than
4 business days after the Closing Date.
(b)
The pro
forma financial information required by this Item 9.01(b) will be
filed by amendment to this Current Report no later than 4 business
days after the closing of the Merger.
(d)
The
following exhibits are being filed as part of this Current
Report.
Exhibit
Number
|
|
Description
|
2.1
|
|
Agreement
of Merger and Plan of Reorganization, dated as of December 28 2016,
by and among International Metals Streaming Corp., EPT Acquisition
Corporation and Environmental Packaging Technologies,
Inc.
1
|
2.2
|
|
Amendment
No. 1 to Agreement of Merger and Plan of Reorganization, dated as
of March 31, 2017
2
|
2.3*
|
|
Amendment
No. 2 to Agreement of Merger and Plan of Reorganization, dated as
of June 7, 2017
|
99.1*
|
|
Press
release
|
____________________
*Filed
herewith
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 thereunto duly authorized.
Date:
As of June 9, 2017
|
ENVIRONMENTAL PACKAGING TECHNOLOGIES HOLDING INC.
|
|
|
(Registrant)
|
|
|
|
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|
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By:
|
/s/ David Skriloff
|
|
|
|
David
Skriloff
|
|
|
|
Chief
Executive Officer
|
|
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