Current Report Filing (8-k)
17 November 2022 - 9:19AM
Edgar (US Regulatory)
0001488638
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0001488638
2022-11-16
2022-11-16
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iso4217:USD
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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): November 16, 2022
American
Metals Recovery and Recycling Inc.
(Exact name of registrant as specified
in its charter)
Nevada |
|
000-56318 |
|
27-2262066 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
American Metals Recovery and
Recycling
Inc.
4301 West Bank Dr.
Suite 110B Austin,
Texas
78746
(Address of principal executive
offices) (Zip Code)
Registrant’s telephone number, including area code: (866) 365-0620
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):
| ¨ | 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)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Symbol(s) |
|
Trading |
|
Name of each exchange on which
registered |
Common Stock, par value $0.001 per share |
|
AMRR |
|
OTC Markets |
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 |
Effective August 31, 2022, American Metals Recovery
and Recycling Inc. (the “Company”) entered into an Asset Purchase Agreement with Multiband Global Resources, LLC, now known
as HSB Holdings LLC (“MBGR”), pursuant to which the Company acquired substantially all of the MBGR’s assets (the “Asset
Purchase Agreement”).
Pursuant to the Asset Purchase Agreement, in connection
with the closing of the transaction, MBGR was obligated to, but did not, pay to the Company One Million Dollars ($1,000,000.00) in cash
and the Company was obligated to, but did not, issue One Million (1,000,000) shares of Series A Preferred Stock of the Company to the
Frinzi Family Trust as the person designated by MBGR.
On November 16, 2022, the Company entered
into an Amendment to the Asset Purchase Agreement (the “Amendment”) with MGBR pursuant to which, among other things, the
Company and MGBR amended the consideration payable under the Asset Purchase Agreement as follows: (i) the Company and MGBR waived
MGBR’s obligation to pay to the Company One Million Dollars ($1,000,000.00) in cash and the Company’s obligation to
issue to MGBR or its designee the One Million (1,000,000) shares of Series A Preferred Stock of the Company; and (ii) in lieu
thereof the Company will pay to MBGR or its designee $100 for the assets of MBGR acquired by the Company.
The foregoing description of the Amendment does
not purport to be complete and is qualified in its entirety by reference to the complete text of the Amendment, which is filed as Exhibit
2.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Information Regarding
Certain Relationships and Related Person Transactions
James Frinzi, the CEO
and the majority stockholder of the Company, is the sole member of MGBR. Mr. Frinzi is also a beneficiary and co-trustee of the Frinzi
Family Trust.
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.
Date: November 16, 2022 |
American Metals Recovery and Recycling Inc. |
|
|
|
By: /s/ |
James Frinzi |
|
Name:James Frinzi |
|
Title: Chief Executive Officer |
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