BioPower Operations Corporation (OTCMKTS:BOPO) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 2, 2019, BioPower Operations Corporation, a Nevada corporation (the “Company”) entered into a Binding Memorandum of Understanding (the “MOU”) with WPP Energy GmbH, a Swiss corporation (“WPP”) and China Energy Partners, a Florida limited liability company (“CEP”) to which the parties agreed to negotiate and enter into a definitive agreement, to which Company will agree to issue to WPP a number of shares of the Company’s common stock, par value $0.0001 per share, constituting 90% of the issued and outstanding shares of the Company’s common stock following such issuance (the “Shares”), in exchange for the payment to the Company of Five Million US Dollars ($5,000,000.00) and the contribution to the Company of the WPP Mobile Waste Plant Technology and business (the “Transaction”). to the MOU the parties agreed to negotiate and enter into a definitive agreement to set the terms of the Transaction in accordance with the MOU. In order to be able to complete the Transaction as set forth in the MOU, the Company will have to amend its Articles of Incorporation to increase the number of its authorized shares in order to have sufficient common stock authorized in order to issue the Shares.
At this time the Transaction has not closed and no definitive agreement has been entered into, and there can be no assurance that a definitive agreement can or will be entered into or that the Transaction can be completed as planned, or at all.
The foregoing description of the MOU does not purport to be complete and is qualified in its entirety by reference to the full text of the MOU, a copy of the form of which is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement,” of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Shares, when issued, will be exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemptions from the registration requirements of the Securities Act in transactions not involving a public offering, including, but not limited to the exemption provided to Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission under the Securities Act for offers and sales of restricted securities in a private, non-public transaction to accredited investors, as defined in Rule 501 of Regulation D.
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
The information provided above in “Item 1.01 – Entry into a Material Definitive Agreement,” of this Current Report on Form 8-K is incorporated by reference into this 5.02.
Robert Kohn was appointed to serve as Chief Executive Officer and President of the Company and as a member of the Company’s board of directors effective April 2, 2019. Mr. Kohn is currently the Chief Financial Officer of WPP and also the 50% owner of CEP.
Robert Kohn previously served as the CEO, Director and Secretary of the Company since January 2, 2011 until February 23, 2017, at which time he resigned from all positions with the Company. Mr. Kohn’s then resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Mr. Kohn has also been a director and officer of BioPower Corporation of Florida, the Company’s wholly-owned subsidiary, since September 13, 2010. There are no family relationships between Mr. Kohn and any director or executive officer of the Company.
From February 23, 2017 to the present, Mr. Kohn has been Managing Partner of The Asset Acquisition Group and from January 2018, Mr. Kohn has been the CFO of WPP Energy GmbH. From August 2008 to July 2011, Mr. Kohn has been a Managing Partner of Nelko Holdings LLC, which was formed for the purpose of evaluating business opportunities. Mr. Kohn from November 2009 to September 2010 was a consultant to Clenergen Corporation, a reporting issuer and was also the Non-executive Vice Chairman until January 25, 2011. From July 2009 until September 2010, Mr. Kohn was also Interim Chief Financial Officer of Proteonomix, Inc., a public company involved in stem cell research. From March 2006 to July 2008, Mr. Kohn was the Interim CEO and CFO of Global Realty Development Corp. and was hired to liquidate multiple Australian real estate development companies, which he accomplished. From 1999 – 2002 Mr. Kohn was the co-founder and CEO of Assetrade which today is GoIndustry with approximately 1,200 employees in 21 countries. From 1999 to 2000 Mr. Kohn was the Chairman, CEO of entrade,com, a subsidiary of Entrade, a NYSE company and a member of their Board of Directors. From 1996 to 1999 Mr. Kohn was President of Entrade (“energy trading”), a subsidiary of Exelon Corporation, one of the largest electric utilities in the United States. Mr. Kohn has a B.B.A. in accounting from Temple University and is a C.P.A.
ITEM 8.01. OTHER EVENTS.
On April 11, 2019, the Company issued a press release regarding the MOU. A copy of the press release is attached as Exhibit 99.1 hereto.
The information contained in the press release attached hereto is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that Section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Biopower Operations Corp Exhibit
EX-10.1 2 ex10-1.htm Binding Memorandum of Understanding Entered into and between WPP Energy GmbH,…
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About BioPower Operations Corporation (OTCMKTS:BOPO)
BioPower Operations Corporation is a holding company. The Company and its subsidiaries intend to focus on developing waste to energy projects globally by designing, engineering, permitting, procuring equipment, managing construction, and operating and maintaining facilities for the conversion of wastes into energy through licensed gasification technology, including producing electricity and ultra-low sulfur renewable synthetic fuels. The Company intends to also provide waste remediation services. The Company conducts its operations through Green3Power Holdings Company (G3P) and its subsidiaries, which are primarily engaged in the development of waste-to-energy projects and services, including design, permitting, equipment procurement, construction management, and operations and maintenance of the intended facilities. The Company intends to hold equity interests in the waste-to-energy facilities on a global basis, and operate and maintain the facilities.