GLYECO, INC. (OTCMKTS:GLYE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
Acquisitions
WEBA Acquisition
On December 27, 2016, (the Closing Date) GlyEco, Inc. (the
Company) closed its acquisition of WEBA Technology Corp. (WEBA)
to a Stock Purchase Agreement (the WEBA SPA) by and among the
Company, WEBA, and the holders of all of the common stock (the
WEBA Shares) of WEBA (the WEBA Sellers), dated the Closing Date.
to the WEBA SPA, the Company acquired all of the WEBA Shares from
the WEBA Sellers for $150,000 in cash and $2.65 million in 8%
Promissory Notes (the Seller Notes, and the transaction, the WEBA
Acquisition).In addition,the Sellers may be entitled to receive
earn-out payments of up to an aggregate of $2,500,000 for
calendar years 2017, 2018, and 2019 based upon terms set forth in
the WEBA SPA. Following the WEBA Acquisition, WEBA became a
wholly owned subsidiary of the Company.
WEBA develops, manufactures and markets additive packages for the
antifreeze/coolant, gas patch coolants and heat transfer fluid
industry.
Seller Notes
The Seller Notes mature on December 27, 2021, or at an earlier
date consistent with Section 2(d) of the Seller Notes (the Seller
Note Maturity Date). The Seller Notes bear interest at a rate of
8% per annum due on the Seller Note Maturity Date or as otherwise
specified by the Seller Note. The Seller Notes contain standard
default provisions, including: (i) failure to repay the Seller
Note when it is due at maturity; (ii) failure to pay any interest
payment when due; (iii) failure to deliver financial statements
on time; and (iv) other standard events of default.
RST Acquisition
On the Closing Date, the Company also closed its acquisition of a
majority interest in Recovery Solutions Technologies, Inc. (RST)
to a Stock Purchase Agreement (the RST SPA) by and among the
Company, RST, and the holder of 96% of the common stock (the RST
Shares) of RST (the RST Seller), dated the Closing Date. to the
RST SPA, the Company acquired 96% of the RST Shares from the RST
Seller for $360 in cash consideration (the RST Acquisition).The
RST SPA provides that the Company will infuse the capital
necessary to enable RST to exercise its contractual right to
acquire certain assets of Union Carbide Corporation (UCC), a
wholly owned subsidiary of The Dow Chemical Company, as further
detailed below. Following the RST Acquisition, RST became a
majority owned subsidiary of the Company.
UCC Acquisition
On December 28, 2016, the Company, through its 96% owned
subsidiary RST, closed on the acquisition of certain glycol
distillation assets from UCC at Institute, West Virginia (the
Institute Solutions Center) to an Amended and Restated Asset
Transfer Agreement, as amended (the UCC Asset Transfer
Agreement), by and between RST and UCC, dated August 23, 2016,
and as amended on December 1, 2016 (the UCC Acquisition). to the
UCC Asset Transfer Agreement, RST acquired the Institute
Solutions Center for a purchase price of $1,725,000: (i) $862,500
payment, which RST paid to UCC prior to the RST Acquisition; and
(ii) $862,500 (plus certain additional amounts as set forth in
the UCC Asset Transfer Agreement), which the Company paid through
its majority owned subsidiary, RST, on December 28, 2016.
The Institute Solutions Center is uniquely designed to process
industrial waste glycol. The facility is located at the Dow
Institute Site in Institute, WV. The Company plans to utilize the
Institute Solutions Center to produce a product that both meets
the virgin glycol antifreeze grade specification, ASTM E1177
EG-1, and achieves the important aesthetic requirement for most
applications of having no odor. The acquired assets have a
capacity of approximately 14-20 million gallons per year. The
facility includes five distillation columns, three wiped-film
evaporators, heat exchangers, processing and storage tanks, and
other processing equipment. The facilitys tanks include feedstock
storage capacity of several million gallons and finished goods
storage capacity of several million gallons. The plant is
equipped with rail and truck unloading/loading facilities, and
on-site barge loading/unloading facilities.
The Company is treating the acquisition of the glycol
distillation assets from UCC as an asset purchase. The estimated
fair value of the assets acquired, based on an independent third
partys valuation analysis, is $13 million.
The foregoing description of the WEBA SPA, the Seller Notes, the
RST SPA and the UCC Asset Transfer Agreement is not complete and
is qualified in its entirety by reference to the full text of the
WEBA SPA, the Seller Notes, the RST SPA and the UCC Asset
Transfer Agreement, the forms of which are filed hereto as
Exhibits 2.1, 10.1, 2.2 and 10.2, respectively, and which are
incorporated by reference herein in their entirety.
Private Placement Offerings
5% Notes Issuance
On December 27, 2016, the Company entered into a subscription
agreement (the 5% Notes Subscription Agreement) by and between
the Company and various funds managed by Wynnefield Capital. to
the 5% Notes Subscription Agreement, the Company offered and
issued $1,000,000 in principal amount of 5% Senior Unsecured
Promissory Notes (the 5% Notes). The Company received $1,000,000
in net proceeds from the offering.
The 5% Notes
The 5% Notes will mature on May 31, 2017, or at an earlier date
consistent with Section 2(d) of the 5% Note (the 5% Note Maturity
Date). The 5% Notes bear interest at a rate of 5% per annum due
on the 5% Note Maturity Date or as otherwise specified by the 5%
Note. The 5% Notes contain standard events of default, including:
(i) failure to repay the 5% Note when it is due at maturity; (ii)
failure to pay any interest payment when due; (iii) failure to
deliver financial statements on time; and (iv) other standard
events of default. If the 5% Notes are not repaid at the 5% Note
Maturity Date, then the default rate becomes 12% per annum and
the balance of the 5% Notes outstanding must be paid in four
equal installments during the succeeding four months.
8% Notes Issuance
On December 27, 2016, the Company entered into subscription
agreements (the 8% Notes Subscription Agreements) by and between
the Company and certain accredited investors. to the 8% Notes
Subscription Agreements, the Company offered and issued: (i)
$1,760,000 in principal amount of 8% Senior Unsecured Promissory
Notes (the 8% Notes); and (ii) warrants (the Warrants) to
purchase up to 5,500,000 shares of common stock of the Company
(the Common Stock). The Company received $1,760,000 in net
proceeds from the offering.
The 8% Notes
The 8% Notes will mature on December 27, 2017 (the 8% Note
Maturity Date), or at an earlier date consistent with Section
2(d) of the 8% Note. The 8% Notes bear interest at a rate of 8%
per annum due on the 8% Note Maturity Date or as otherwise
specified by the 8% Note. The 8% Notes contain standard events of
default, including: (i) failure to repay the 8% Note when it is
due at maturity; (ii) failure to pay any interest payment when
due; (iii) failure to deliver financial statements on time; and
(iv) other standard events of default.
The Warrants
The Warrants are exercisable for an aggregate of 5,500,000 shares
of Common Stock, beginning on December 27, 2016, and will be
exercisable for a period of three years. The exercise price with
respect to the warrants is $0.08 per share. The exercise price
and the amount of shares of Common Stock issuable upon exercise
of the warrants are subject to adjustment upon certain events,
such as stock splits, combinations, dividends, distributions,
reclassifications, mergers or other similar issuances.
The foregoing description of the 5% Notes Subscription Agreement,
the 5% Notes, the 8% Notes Subscription Agreements, the 8% Notes
and the Warrants is not complete and is qualified in its entirety
by reference to the full text of the 5% Notes Subscription
Agreement, the 5% Notes, the 8% Notes Subscription Agreements,
the 8% Notes and the Warrants, the forms of which are filed
hereto as Exhibits 10.3, 10.4, 10.5, 10.6 and 4.1, respectively,
and which are incorporated by reference herein in their entirety.
| Item 2.01 |
Completion of Acquisition or Disposition of Assets |
The information set forth in Item1.01 hereof is incorporated
herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities |
The issuance of the Warrants was made in reliance upon a private
offering exemption from registration to Section 4(a)(2) of the
Securities Act of 1933, as amended (the Securities Act). The
offer, sale, and issuance qualified for this exemption based on
the following factors, among others: (i)the absence of general
solicitation; (ii)the investment representations made by the
investors; (iii)the provision of appropriate disclosure to the
investors; and (iv)the placement of restrictive legends on the
relevant securities. In addition, the investors were all
directors, officers, and affiliates of the Company with access to
information in order to make an investment decision.
| Item 5.02 |
Departure of Directors or Certain officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Ian Rhodes Employment Agreement
As previously disclosed, on December 5, 2016, the Company
appointed Ian Rhodes, 43 years old, as Chief Executive Officer of
the Company. Mr. Rhodes previously served as the Companys Chief
Financial Officer. Prior to that, Mr. Rhodes served as the Chief
Financial Officer of Calmare Therapeutics Incorporated, a
biotherapeutic company furthering proprietary and patented pain
migration and wound care technologies, responsible for all
financial and accounting matters, including SEC reporting.
The Company entered into an Employment Agreement with Mr. Rhodes
effective on December 30, 2016 (the Rhodes Employment Agreement).
The initial term of the Rhodes Employment Agreement is one year
(the Rhodes Initial Term), with automatic renewals for successive
one-year terms unless terminated by Mr. Rhodes or the Company.
to the Rhodes Employment Agreement, Mr. Rhodes shall be entitled
to receive: (i) an annual base salary of $175,000 (the Rhodes
Initial Base Salary); (ii) an annual incentive of up to 50% of
the Rhodes Initial Base Salary based upon the achievement of
certain performance goals; and (iii) a stock grant of 1,000,000
shares of Common Stock, which shares shall fully vest when the
price per share of the Common Stock, measured and approved based
upon a 30-day trading volume weighted average price (VWAP), is
equal to at least $0.20 per share. Mr. Rhodes will also be
eligible to participate in the Companys long term equity
inventive plan, and to receive other such benefits as are
generally available to officers of the Company.
If Mr. Rhodes terminates his employment for good reason, as
defined in the Rhodes Employment Agreement, or is terminated by
the Company other than for cause, as defined in the Rhodes
Employment Agreement, the Company is required to pay Mr. Rhodes:
(i) an amount equal to twelve months salary at the level of his
base salary, as defined in the Rhodes Employment Agreement, then
in effect; and (ii) to the extent not theretofore paid or
provided, any other benefits, as defined in the Rhodes Employment
Agreement.
The foregoing description of the terms of the Rhodes Employment
Agreement is qualified in its entirety by reference to the
provisions of the agreement filed as Exhibit 10.7 to this Current
Report on Form 8-K, which is incorporated by reference herein.
Appointment of Richard Geib
On December 28, 2016, the Company appointed Richard Geib as
Executive Vice President- Additives and Glycols of the Company.
Mr. Geib, 69, previously served as the Companys Chief Technical
Officer, developing the Companys GlyEco Technology, from November
of 2011 to December of 2015. Prior to that, Mr. Geib was employed
for over twenty years with the Monsanto Company, a multinational
agrochemical and agricultural biotechnology company, serving in
various functions including engineering, manufacturing, marketing
and sales.
Richard Geib Employment Agreement
The Company entered into an Employment Agreement with Mr. Geib
effective on December 28, 2016 (the Geib Employment Agreement).
The initial term of the Geib Employment Agreement is three years
(the Geib Initial Term), with automatic renewals for successive
one-year terms, unless terminated by Mr. Geib or by the Company.
to the Geib Employment Agreement, Mr. Geib shall be entitled to
receive: (i) an annual base salary of $150,000 (the Geib Initial
Base Salary); (ii) an annual incentive of up to 35% of the Geib
Initial Base Salary based upon the achievement of certain
performance goals; and (iii) a stock grant of 1,000,000 shares of
Common Stock, which shares shall fully vest when the price per
share of the Common Stock, measured and approved based upon a
30-day trading volume weighted average price (VWAP), is equal to
at least $0.20 per share. Mr. Geib will also be eligible to
participate in the Companys long term equity inventive plan, and
to receive other such benefits as are generally available to
officers of the Company.
If Mr. Geib terminates his employment for good reason, as defined
in the Geib Employment Agreement, or is terminated by the Company
other than for cause, as defined in the Geib Employment
Agreement, the Company is required to pay Mr. Geib the lesser of:
(i) twelve months of his then current base salary, as defined in
the Geib Employment Agreement; or (ii) the amount of base salary
which would have been payable to him had the employment term, as
defined in the Geib Employment Agreement, continued until the end
of the Geib Initial Term or the then current one-year term of
automatic extension, as defined in the Geib Employment Agreement,
as applicable.
The foregoing description of the terms of the Geib Employment
Agreement is qualified in its entirety by reference to the
provisions of the agreement filed as Exhibit 10.8 to this Current
Report on Form 8-K, which is incorporated by reference herein.
Family Relationships
There are no family relationships between Mr. Geib and any
director or executive officer of the Company.
Related Party Transactions
There are no related party transactions involving Mr. Geib that
are reportable under Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events |
On the Closing Date, the Company issued a press release (the
December 27th Press Release) announcing the WEBA
Acquisition and the RST Acquisition. On January 3, 2017, the
Company issued a press release (the January 3rd Press
Release) announcing the closing of the UCC Acquisition. Copies of
the December 27th Press Release and the January
3rd Press Release are attached hereto as Exhibits 99.1
and 99.2, respectively, and are incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits |
| (a) | Financial Statements |
Financial statements of WEBA required by Item 9.01(a) of Form 8-K
are not being included with this filing, but are intended to be
filed by amendment no later than 71 calendar days from the date
of the filing of this current report on Form 8-K.
| (b) | Pro Forma Financial Information |
The pro forma financial information required by Item 9.01(b) of
Form 8-K are not being included with this filing, but are
intended to be filed by amendment no later than 71 calendar days
from the date of the filing of this current report on Form 8-K.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 |
Stock Purchase Agreement by and between GlyEco, Inc., WEBA Technology Corp., and the shareholders of WEBA Technology Corp. dated December 27, 2016. |
|
| 2.2 |
Stock Purchase Agreement by and between GlyEco, Inc., Recovery Solutions and Technologies, Inc., and the shareholders of Recovery Solutions and Technologies, Inc. dated December 27, 2016. |
|
| 4.1 | Form of Warrant. | |
| 10.1 | Form of Seller Note. | |
| 10.2 |
Amended and Restated Asset Transfer Agreement, by and between GlyEco, Inc. and Union Carbide Corporation, dated August 23, 2016, as amended on December 1, 2016. |
|
| 10.3 | Form of 5% Notes Subscription Agreement. | |
| 10.4 | Form of 5% Note. | |
| 10.5 | Form of 8% Notes Subscription Agreement. | |
| 10.6 | Form of 8% Note. | |
| 10.7 |
Employment Agreement with Ian Rhodes, dated December 30, 2016. |
|
| 10.8 |
Employment Agreement with Richard Geib, dated December 28, 2016 |
|
| 99.1 | Press Release of GlyEco, Inc. dated December 27, 2016. | |
| 99.2 | Press Release of GlyEco, Inc. dated January 3, 2017. |
About GLYECO, INC. (OTCMKTS:GLYE)
GlyEco, Inc. is engaged in processing of waste glycol into recycled glycol products, specifically automotive antifreeze, and related specialty blended antifreeze, which it sells in the automotive and industrial end markets. The Company’s product offerings include High-Quality Recycled Glycols, Recycled Antifreeze, Recycled HVAC Fluids, Waste Glycol Disposal Services and Windshield Washer Fluid. The Company’s technology allows it to produce glycols, which can be used in industrial application. It formulates various universal recycled antifreeze products for engine coolants. In addition, it customs blend recycled antifreeze to customer specifications. It formulates a universal recycled, heating, ventilating and air conditioning (HVAC) coolant for HVAC fluids. Utilizing its fleet of collection/delivery trucks, the Company collects waste glycol from generators for recycling. It delivers Windshield Washer Fluid product into same store and new store customers as a non-recycled product. GLYECO, INC. (OTCMKTS:GLYE) Recent Trading Information
GLYECO, INC. (OTCMKTS:GLYE) closed its last trading session 00.000 at 0.116 with 144,500 shares trading hands.