Current Report Filing (8-k)
08 December 2015 - 8:49AM
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 3, 2015
INTEGRATED
ENVIRONMENTAL TECHNOLOGIES, LTD. |
(Exact name of registrant as specified in charter) |
Nevada |
|
000-26309 |
|
98-0200471 |
(State or other jurisdiction |
|
(Commission |
|
(IRS Employer |
of incorporation) |
|
File Number) |
|
Identification No.) |
4235 Commerce Street, Little River, South Carolina |
|
29566 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (843) 390-2500
|
(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))
Section 3 – Securities and Trading Markets
Item 3.02. Unregistered
Sales of Equity Securities
On December 3, 2015,
Integrated Environmental Technologies, Ltd. (the “Company”) issued 12% convertible debentures to two individual investors
(each a “Debenture” and collectively, the “Debentures”) in the aggregate principal amount of $222,222.
In connection with the issuance of the Debentures, the Company issued warrants (the “Debenture Warrants”) to purchase
1,587,300 shares of its common stock. The gross proceeds received in connection with this private placement were $200,000, which
will be used for working capital purposes.
The Debentures have a two-year term maturing
on December 3, 2017, bear interest at a rate of 12% per annum and contain an original issue discount of 10%. Interest is payable
in annual installments in cash or, at the option of the Company, in shares of the Company’s common stock. If the Company
elects to pay the interest in shares of its common stock, the number of shares issued as payment will be equal to the quotient
of the unpaid interest divided by the market price of the Company’s common stock, as defined in the Debentures.
The entire principal amount of a Debenture
is convertible at any time into shares of the Company’s common stock at the option of the holder at a conversion price of
$0.07 per share. In addition, at the option of the Company, the entire principal amount of a Debenture is convertible into shares
of the Company’s common stock at $0.07 per share upon the occurrence of a change of control, as defined in the Debentures,
or if the average closing price of the Company’s common stock for any period of twenty consecutive trading days is greater
than or equal to $0.30 per share. Finally, the entire principal amount of a Debenture automatically converts into shares of the
Company’s common stock upon the Company completing a Qualified Financing (as defined in the Debentures), at a conversion
price per share equal to the lesser of: (i) 80% of the per share price paid by the purchasers of the Company’s common stock
in the Qualified Financing; or (ii) $0.07. The quoted market price of the Company’s common stock on December, 2015 was $0.05
per share. An aggregate of 3,174,600 shares of the Company’s common stock can be issued pursuant to the Debentures at the
current conversion price of $0.07 per share.
The Debenture Warrants have a three-year term
and provide the holders the right to purchase an aggregate of 1,587,300 shares of the Company’s common stock at $0.10 per
share. All of the shares of the Company’s common stock underlying the Debenture Warrants are fully vested. The exercise price
of the Debenture Warrants is subject to adjustment for stock dividends, stock splits, or similar events.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits:
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Exhibit
No. |
|
Description |
|
|
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|
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4.1 |
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Form of 12% Convertible Debenture (incorporated by reference to Exhibit 4.5 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2015 that was filed with the Securities and Exchange Commission on November 13, 2015). |
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.
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INTEGRATED ENVIRONMENTAL TECHNOLOGIES, LTD. |
|
|
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December 7, 2015 |
By: |
/s/ David R. LaVance |
|
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David R. LaVance |
|
|
President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit
No. |
|
Description |
|
|
|
4.1 |
|
Form of 12% Convertible Debenture (incorporated by reference to Exhibit 4.5 to the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2015 that was filed with the Securities and Exchange Commission on November 13, 2015). |