ECOLOCAP SOLUTIONS INC. (NASDAQ:ECOS) Files An 8-K Entry into a Material Definitive Agreement
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 19, 2016, we entered into a Limited Liability Company
Agreement (the “Agreement”) with Lakeshore Recycling Systems
LLC located in Morton Grove, Illinois (“Lakeshore”), creating
ECOS BIO-ART LLC, a Delaware Limited Liability Company (“LLC”).
Under the terms of the Agreement, we own 95% of the LLC and
Lakeshore owns 5% of the LLC. Lakeshore made an initial capital
contribution of $100.00. We made an initial capital contribution
of $100 as well. In addition to our initial contribution of
$100.00, we will contribute to the LLC, the net profit resulting
from the sales of the first eight biofermentation systems. The
biofermentation systems turn organic waste into a byproduct which
can be processed into a high quality organic fertilizer.
Agreement (the “Agreement”) with Lakeshore Recycling Systems
LLC located in Morton Grove, Illinois (“Lakeshore”), creating
ECOS BIO-ART LLC, a Delaware Limited Liability Company (“LLC”).
Under the terms of the Agreement, we own 95% of the LLC and
Lakeshore owns 5% of the LLC. Lakeshore made an initial capital
contribution of $100.00. We made an initial capital contribution
of $100 as well. In addition to our initial contribution of
$100.00, we will contribute to the LLC, the net profit resulting
from the sales of the first eight biofermentation systems. The
biofermentation systems turn organic waste into a byproduct which
can be processed into a high quality organic fertilizer.
On the same date, we entered into a Supply Agreement (the
“Supply Agreement”) with LLC wherein we agreed to manufacture
and supply equipment and products to LLC for resale or lease to
Lakeshore and LLC’s customers. The amount of equipment and
supplies we supply to LLC will be determined by written purchase
orders from LLC to us. LLC shall purchase and take from us, such
quantities of products and equipment as LLC requests from time to
time. We are processing an initial order for an product system.
The purchase price of the initial product is $687,375.00. LLC
will be invoiced by us for the $687,375.00 which LLC will pay
from immediately available funds. The initial sales price
reflects the purchase of equipment and products by Lakeshore from
LLC and is evidenced by an Equipment Purchase Agreement between
LLC and Lakeshore.
“Supply Agreement”) with LLC wherein we agreed to manufacture
and supply equipment and products to LLC for resale or lease to
Lakeshore and LLC’s customers. The amount of equipment and
supplies we supply to LLC will be determined by written purchase
orders from LLC to us. LLC shall purchase and take from us, such
quantities of products and equipment as LLC requests from time to
time. We are processing an initial order for an product system.
The purchase price of the initial product is $687,375.00. LLC
will be invoiced by us for the $687,375.00 which LLC will pay
from immediately available funds. The initial sales price
reflects the purchase of equipment and products by Lakeshore from
LLC and is evidenced by an Equipment Purchase Agreement between
LLC and Lakeshore.
On December 19, 2016, Lakeshore and LLC entered into the
foregoing referenced Equipment Purchase Agreement wherein LLC
agreed to produce certain equipment for Lakeshore at a purchase
price of $687,375.00. Lakeshore will pay for said equipment upon
installation plus an invoice from LLC. In addition to the
foregoing purchase, the Equipment Purchase Agreement provides for
the purchase of additional systems.
foregoing referenced Equipment Purchase Agreement wherein LLC
agreed to produce certain equipment for Lakeshore at a purchase
price of $687,375.00. Lakeshore will pay for said equipment upon
installation plus an invoice from LLC. In addition to the
foregoing purchase, the Equipment Purchase Agreement provides for
the purchase of additional systems.
On December 19, 2016, we issued a Common Stock Purchase Warrant
No. 1 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0003 per share.
No. 1 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0003 per share.
On December 19, 2016, we issued a Common Stock Purchase Warrant
No. 2 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0025 per share.
No. 2 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0025 per share.
On December 19, 2016, we issued a Common Stock Purchase Warrant
No. 3 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.005 per share.
No. 3 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.005 per share.
ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.
On December 19, 2016, we issued a Common Stock Purchase Warrant
No. 1 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0003 per share.
No. 1 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0003 per share.
On December 19, 2016, we issued a Common Stock Purchase Warrant
No. 2 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0025 per share.
No. 2 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.0025 per share.
On December 19, 2016, we issued a Common Stock Purchase Warrant
No. 3 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.005 per share.
No. 3 to Lakeshore to purchase and amount of common stock equal
to five and one-third percent (5 1/3%) of the issued and
outstanding shares of our common stock. The warrant may be
exercised at any time between March 31, 2017 and December 15,
2026 at an exercise price of $0.005 per share.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
|
Exhibit
|
Document Description
|
|
10.
|
Limited Liability Company Agreement with Lakeshore
Recycling Systems LLC dated December 19, 2016 |
|
10.
|
Supply Agreement with Lakeshore Recycling Systems LLC dated
December 19, 2016 |
|
10.
|
Common Stock Purchase Warrant No. 1 dated December 19, 2016
|
|
10.
|
Common Stock Purchase Warrant No. 2 dated December 19, 2016
|
|
10.
|
Common Stock Purchase Warrant No. 3 dated December 19, 2016
|
About ECOLOCAP SOLUTIONS INC. (NASDAQ:ECOS)