Current Report Filing (8-k)
November 10 2016 - 5:08PM
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
October
12, 2016
Date of Report (Date of earliest event reported)
RMR Industrials,
Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada
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333-185046
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46-0750094
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification
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incorporation)
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Number)
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No.)
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9301 Wilshire Blvd, Suite 312
Beverly Hills,
CA 90210
(Address of Principal Executive Offices)
(310)
492-5010
(Registrant’s telephone number, including area code)
N/A
(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):
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
ITEM
1.01. Entry into a Material Definitive Agreement.
Transition Services Agreement
In connection with the Asset Purchase Agreement
dated October 7, 2016 (the “Purchase Agreement”), by and among RMR Aggregates, Inc., a Colorado corporation (“RMR
Aggregates”), a wholly owned subsidiary of RMR Industrials, Inc., a Nevada corporation (the “Company”), and Calx
Minerals, LLC, a Colorado limited liability company (“Seller”), the parties entered into a Transition Services Agreement
dated October 7, 2016 (“TSA”), pursuant to which Seller agreed to provide certain transition services to accommodate
the transition of the purchased assets to RMR Aggregates under the Purchase Agreement.
The foregoing
description of the
TSA is qualified in its entirety by reference to the full text of the TSA, a copy of which is filed as
Exhibit 10.1 and incorporated by reference herein
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Guaranty Agreement
In connection with the Purchase Agreement,
RMR Aggregates entered into a Guaranty Agreement dated October 7, 2016 (the “Guaranty”) with Satuit, LLC, a Colorado
limited liability company and an affiliate of Seller (“Satuit”), pursuant to which Satuit guaranteed to RMR Aggregates
due and punctual payment of any and all monetary obligations, indemnities, liabilities, indebtedness, damages and other amounts
of every kind arising under the Purchase Agreement and related documents, in respect of a failure or refusal by Seller to make
any such payment thereunder. The Guaranty is a guarantee of payment and not a guarantee of collection. The foregoing description
of the Guaranty is qualified in its entirety by reference to the full text of the Guaranty, a copy of which is filed as Exhibit 10.2
and incorporated by reference herein.
SECTION 2 – FINANCIAL INFORMATION
ITEM 2.01. Completion of Acquisition
or Disposition of Assets.
On October
12, 2016, pursuant to the previously announced Purchase Agreement dated as of October 7, 2016
, RMR Aggregates completed
the purchase of substantially all of the assets associated with the business of operating the Mid-Continent Limestone Quarry on
41 Bureau of Land Management unpatented placer mining claims in Garfield County, Colorado, including the mining claims, improvements,
access rights, water rights, equipment, inventory, contracts, permits, certain intellectual property rights, and other tangible
and intangible assets associated with the limestone mining operation (the “Acquisition”). Even though the closing of
the Acquisition occurred on October 12, 2016 but for tax, accounting and financial purposes, the closing was deemed effective as
of 12:01 a.m. on September 30, 2016.
The consideration paid by RMR Aggregates
to Seller consisted of $2,827,624.00 in cash, plus certain assumed liabilities, and adjustments as set forth in the Purchase Agreement
(the “Purchase Price”). The Purchase Price was funded through existing cash on hand as well as cash received in an
offering by the Company where it issued shares of Class B common stock in exchange for $1,500,000.
The foregoing summary of the Acquisition
and the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the complete terms
and conditions of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 in the Current Report on Form 8-K filed by the
Company on October 11, 2016, and incorporated by reference herein.
SECTION 9 – FINANCIAL STATEMENTS
AND EXHIBITS
Item 9.01. Financial Statements and Exhibits.
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(a)
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Financial Statements of Business Acquired
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The
required financial statements of the business acquired by RMR Aggregates will be filed through an amendment to this Current Report
on Form 8-K not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.
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(b)
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Pro Forma Financial Information.
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The
required pro forma financial information of the Company will be filed through an amendment to this Current Report on Form 8-K
not later than 71 calendar days after the date that this Current Report on Form 8-K was required to be filed.
Exhibit No.
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Description
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10.1
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Transition Services Agreement dated October 7, 2016 by and among
Calx Minerals, LLC and RMR Aggregates, Inc.
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10.2
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Guaranty Agreement dated October 7, 2016 by and among Satuit, LLC and RMR Aggregates, Inc.
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SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RMR Industrials,
Inc.
a Nevada corporation
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Dated: November 10, 2016
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By:
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/s/ Gregory Dangler
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Gregory Dangler, President
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