Advanced Environmental Recycling Technologies, Inc. (OTCMKTS:AERT) Files An 8-K Completion of Acquisition or Disposition of Assets

The information set forth in the Introductory Note to this Current Report on Form 8-K is incorporated into this Item 2.01 by reference. On May 1, 2017, to the terms of the Merger Agreement, Merger Sub merged with and into the Company. The Company is the Surviving Corporation and is a wholly-owned subsidiary of Parent. to the terms of the Merger Agreement, (i) each share of Class A common stock, par value $0.01 per share (the “Company Common Stock”), issued and outstanding immediately prior to the effective time of the Merger (other than shares of Company Common Stock owned by stockholders who have properly exercised and perfected appraisal rights under Delaware law and have not effectively withdrawn or lost their appraisal rights (the “Dissenting Stockholders”)) was converted automatically into and entitled the holder thereof to receive $0.135936 in cash, without interest and subject to applicable withholding taxes, and (ii) each share of Series E Convertible Preferred Stock, par value $0.01 per share (the “Company Preferred Stock”), issued and outstanding immediately prior to the effective time of the Merger was converted automatically into and entitled the holder thereof to receive $2,603.483278 in cash, without interest and subject to applicable withholding taxes.

Item 3.03 – Material Modification to Rights of Security Holders.

At the effective time of the Merger, (i) each share of Company Common Stock issued and outstanding immediately prior to the effective time of the Merger, other than the shares of Company Common Stock held by Dissenting Stockholders, was canceled and automatically converted into the right to receive an amount in cash equal to $0.135936 in cash, without interest and subject to applicable withholding taxes, (ii) each share of Company Preferred Stock issued and outstanding immediately prior to the effective time of the Merger was canceled and automatically converted into the right to receive an amount in cash equal to $2,603.483278, without interest and subject to applicable withholding taxes, and (iii) each share of the Company Common Stock held by a Dissenting Stockholder was canceled and no longer entitled the Dissenting Stockholder to any rights to receive the applicable per share Merger consideration.

Item 5.01 – Changes in Control of Registrant.

At the effective time of the Merger, a change in control of the Company occurred and all shares of the Company Common Stock are now held by Parent. The information set forth in the Introductory Note and Item 2.01 of this Current Report on Form 8-K is incorporated into this Item 5.01 by reference. The aggregate Merger consideration will be paid by Parent from its cash on hand.

Item 5.02 – Departure of Directors or Principal Officers; Election of Directors; Appointment of Officers.

On May 1, 2017, in connection with the consummation of the Merger and as contemplated by the Merger Agreement (and not because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices), effective as of the effective time of the Merger, (i) Timothy Morrison resigned as Chief Executive Officer of the Company, and (ii) each of the following members of the board of directors of the Company resigned as directors and, if applicable, any other positions such director held with the Company: Vernon J. Richardson, Michael R. Phillips, Todd J. Ofenloch and Bobby J. Sheth. The remaining members of the board of directors of the Company are Timothy Morrison and Randall Gottlieb.

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger, the certificate of incorporation of the Company immediately prior to the effective time of the Merger was amended and restated and, as so amended and restated, became the certificate of incorporation (the “Certificate of Incorporation”) of the Surviving Corporation in accordance with the terms of the Merger Agreement. A copy of the Certificate of Incorporation of the Surviving Corporation is attached as Exhibit 3.1 hereto.

Item 8.01 – Other Events.

The information set forth in the Introductory Note to this Current Report on Form 8-K is incorporated into this Item 8.01 by reference.

The Company has notified the Financial Industry Regulatory Authority (“FINRA”) that, at the effective time of the Merger, each outstanding share of the Company Common Stock (other than shares held by Dissenting Stockholders) was converted into the right to receive the applicable per share Merger consideration and has requested that FINRA remove the Company Common Stock from quotation on the OTCQB. In addition, the Company intends to file a Form 15 with the SEC to deregister the Company Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its reporting obligations under Sections 13 and 15(d) of the Exchange Act.

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

Advanced Environmental Recycling Technologies, Inc. (OTCMKTS:AERT) Recent Trading Information
Advanced Environmental Recycling Technologies, Inc. (OTCMKTS:AERT) closed its last trading session at with 456,917 shares trading hands.