Current Report Filing (8-k)
09 May 2018 - 7:14AM
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 8, 2018 (May 4, 2018)
GLYECO,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-30396
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45-4030261
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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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230
Gill Way
Rock Hill, South Carolina
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29730
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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: (866) 960-1539
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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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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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
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Entry Into a Material
Definitive Agreement
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The
Company previously reported in a Current Report on Form 8-K filed with the Securities and Exchange Commission (“SEC”)
on April 12, 2018, and a Current Report on Form 8-K filed with the SEC on May 3, 2018, the closing of three (3) tranches of funding
related to a private placement of up to $2,500,000 in principal amount of 10% Unsecured Promissory Notes (the “Notes”)
and common stock purchase warrants (the “Warrants”) to purchase up to 12,500,000 shares of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”), pursuant to a Subscription Agreement by and among the Company
and each prospective investor. On May 4, 2018, the Company closed another tranche with the two (2) institutional investors from
the first (1
st
) tranche, Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I,
with respect to Notes with an aggregate principal amount of $1,000,000 and Warrants to purchase an aggregate of 5,000,000 shares
of Common Stock. Wynnefield Partners Small Cap Value, L.P. and Wynnefield Partners Small Cap Value, L.P. I are under the management
of Wynnefield Capital, Inc (“Wynnefield Capital”), an affiliate of the Company. The Company’s Chairman of the
Board, Dwight Mamanteo, is a portfolio manager of Wynnefield Capital.
The
sale and the issuance of the Notes and Warrants were offered and sold in reliance upon exemptions from registration pursuant to
Section 4(a)(2) of the Securities Act, as amended (the “Securities Act”) and Rule 506 of Regulation D promulgated
under the Securities Act (“Regulation D”). We made this determination based on the representations of each
investor which included, in pertinent part, that each such investor was (a) an “accredited investor” within the meaning
of Rule 501 of Regulation D or (b) a “qualified institutional buyer” within the meaning of Rule 144A under the Securities
Act and upon such further representations from each investor that (i) such investor is acquiring the Notes and Warrants for its
own account for investment and not for the account of any other person and not with a view to or for distribution or resale in
connection with any distribution within the meaning of the Securities Act, (ii) such investor agrees not to sell or otherwise
transfer the Notes and Warrants unless they are registered under the Securities Act and any applicable state securities laws,
or an exemption or exemptions from such registration are available, (iii) such investor has knowledge and experience in financial
and business matters such that it is capable of evaluating the merits and risks of an investment in the Notes and Warrants, (iv)
such investor had access to all of our documents, records, and books pertaining to the investment and was provided the opportunity
to ask questions and receive answers regarding the terms and conditions of the offering and to obtain any additional information
which we possessed or were able to acquire without unreasonable effort and expense, and (v) such investor is able to bear the
economic risk of an investment in the Notes and Warrants and could afford the complete loss of such investment. In addition, there
was no general solicitation or advertising for the Notes and Warrants issued in reliance upon Regulation D.
Item
3.02
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Unregistered Sale
of Equity Securities
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The
information set forth in Item 1.01 hereof is incorporated herein by reference.
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.
Date:
May 8, 2018
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GlyEco,
Inc.
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By:
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/s/
Ian Rhodes
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Name:
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Ian Rhodes
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Title:
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Chief Executive Officer
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