Current Report Filing (8-k)
30 October 2018 - 6:46AM
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):
October
29, 2018
ENVIRONMENTAL PACKAGING TECHNOLOGIES HOLDINGS, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
|
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333-182629
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45-5634033
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(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File No.)
|
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(IRS
Employer
Identification
No.)
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6100 West by Northwest, Suite 110Houston, Texas 77040
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77040
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(Address
of principal executive offices)
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(Zip
Code)
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(877) 824-4733
(Registrant
’
s telephone number, including area
code)
________
(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):
☐
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))
Item 8.01 Other Events.
On October 30, 2018, Environmental Packaging Technologies Holdings,
Inc., a Nevada corporation (the “Company”), sold all of
the issued and outstanding capital stock of its wholly-owned
subsidiary, Environmental Packaging Technologies, Inc., a Delaware
corporation (“EPT”), in a reverse two-step amalgamation
(the “Amalgamation”) pursuant to which EPT became a
wholly-owned subsidiary of Blue Bay Capital Inc., a British
Columbia corporation incorporated in Canada (“Blue
Bay”) and the Company will be receiving 85,000,000 common
shares of Blue Bay. Concurrently with the Amalgamation, Blue Bay
will change its name to Specialty Liquid Transportation, Inc. and
its common shares will be listed and traded on the TSX Venture
Exchange under the symbol “SLT.v”. Current management
of the Company will, in addition to continuing to be management and
the sole director of EPT, also become management and a director of
Blue Bay. Simultaneously with the closing of the Amalgamation, Blue
Bay will receive gross proceeds of CAD $4,623,500 in connection
with the qualifying transaction of listing on the TSX Venture
Exchange and the sale of its securities. Current management,
following the Amalgamation and related transactions, owns 1,750,000
common shares of Blue Bay which represents approximately 1.6% of
the issued and outstanding common shares of Blue Bay. The preceding
sentences are a broad, general summary of the Amalgamation and
related transactions and are not intended to provide a complete
description of such events, facts and items related thereto.
Accordingly, the above
must
be read in conjunction with (i) the
Company’s Press Release dated October 29, 2018, a copy of
which is attached hereto as Exhibit 99.1 and is incorporated herein
by reference, and (ii) the filing statement as listed on SEDAR or
accessed at:
https://sedar.com/GetFile.do?lang=EN&docClass=13&issuerNo=00043527&issuerType=03&projectNo=02815420&docId=4379252
.
None of the 85,000,000 common shares of Blue Bay received in the
Amalgamation by the Company will be released to shareholders of the
Company prior to the date at least one (1) year from the closing
date of the Amalgamation and related transactions without prior
regulatory approval.
Item 9.01. Financial Statements and 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, thereunto duly authorized.
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Environmental Packaging Technologies Holdings, Inc.
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Date:
October 29, 2018
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/s/
David Skriloff
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Chief
Executive Officer
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