Current Report Filing (8-k)
21 February 2019 - 10:09PM
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): February 8, 2019
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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333-201319
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38-3954047
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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10785
W. Twain Ave
Suite
210
Las
Vegas, Nevada 89135
(Address
of principal executive offices, Zip Code)
(530)
539-4329
(Registrant’s
telephone number, including area code)
Check
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 [X]
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.
On
February 8, 2019, 12 Retech Corp., a Nevada corporation (the “Corporation”) entered into an Exchange of Equity Agreement
(the “Exchange Agreement”) by and among Rune NYC, LLC, a New York limited liability company (“Rune”) and
the members of Rune (the “Members”). The terms of which allowed the individual members of Rune to individually tender
their interests for a period of time before the Exchange Agreement became effective. In order to be effective at least 51% of
the membership interests needed to agree to tender to the Corporation. As of Tuesday, February 19, 2019 members representing 92.5%
of the membership interests have agreed to tender their interests to the Corporation and the Corporation closed out the tender
offer period and the Exchange Agreement became effective. Accordingly, pursuant to the terms of the Exchange Agreement, at closing
the Corporation will acquire 92.5% of the membership interests of Rune in exchange for 82,588 shares of the Corporation’s
Series D-5 Preferred Stock.
All
Conversions of the Series D-5 Preferred Stock, if any, are at Market Price with no discount to Market.
The
conversion of Series D-5 Preferred Stock is available after the 6-month anniversary of closing.
In
no event shall any Member, together with their affiliates, own or have a right to receive more than 9.99% of the issued and outstanding
shares of the Corporation’s common stock at any given time.
The
powers, preferences and rights, and the qualifications, limitations and restrictions of the Series D-5 are set forth in the Corporation’s
Current Report on Form 8-K and exhibits attached thereto previously filed with the Securities and Exchange Commission on January
11, 2019.
Rune
will continue its operations uninterrupted following the closing and will retain key employees. The Exchange Agreement includes
customary representations, warranties and covenants of the parties. The closing of the Exchange Agreement is subject to certain
closing conditions, including that the Members have not materially misrepresented any of the representations contained in the
Exchange Agreement and its exhibits. The Exchange Agreement may also be terminated by mutual consent of the parties.
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:
February 21, 2019
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12
RETECH CORPORATION
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/s/
Angelo Ponzetta
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By:
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Angelo
Ponzetta
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Its:
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Chief
Executive Officer
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