Current Report Filing (8-k)
21 December 2019 - 7:01AM
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): December 17, 2019
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-55915
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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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515
E. Grant Street
Suite
150
Phoenix,
Arizona 85004
(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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
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RETC
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OTC
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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 Entry into a Material Definitive Agreement.
In
order to promote the success and enhance the value of 12 ReTech Corporation and its subsidiaries by linking the personal interests
of its employees and non-employee services providers to those of Company stockholders. The Plan is further intended to provide
flexibility to the Company in its ability to motivate, attract, and retain the services of its employees and non-employee services
providers upon whose judgment, interest, and special effort the successful conduct of the Company’s operation is largely
dependent.
Therefore,
on December 17, 2019, The Board of Directors of 12 ReTech Corp., a Nevada corporation (the “Company”) asked for and
received Majority Shareholder Written Consent (“Consent”) to implement the 12 ReTech Corporation 2019 Employee Stock
Plan (“Plan”). The Consent was approved by a majority of 91.22% of the eligible votes.
The
Plan reserves and makes available for grant, 500,000 shares of the Company’s Preferred Series A stock. These shares are
deemed Restricted Stock and each Preferred Series A share shall be convertible to the Company’s common shares on a 1 Series
A Preferred share to 20 common shares basis. Each Awarded share shall be valued at the converted value based on the closing common
share price as of the day before the Award was granted.
The
Board of Directors or a Committee appointed by the Board will have the authority to award grants as they deem appropriate.
The
conversion of Series A Preferred Stock is available after the vesting period and subject to Rule 144 as promulgated by the United
States Securities and Exchange Commission.
The
powers, preferences and rights, and the qualifications, limitations and restrictions of the Series A Preferred Stock are set forth
in the Corporation’s Articles of Incorporation (as amended) and published in the Company’s SEC filings.
The
12 ReTech Corporation 2019 Employee Stock Plan is attached hereto and the information set forth therein is incorporated herein
by reference and constitutes a part of this report.
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 hereunto duly authorized.
Date:
December 20, 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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