Heatwurx, Inc. (OTCMKTS:HUWX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
Entry into a Material Definitive Agreement.
Acquisition Agreement
On October 2, 2017, Heatwurx, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Promet Therapeutics, LLC, a limited liability company incorporated to the laws of the State of Delaware (“Promet”), and Processa Therapeutics, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Processa”), to which, at the closing, the Company will acquire all of the assets of Promet, in exchange for approximately 222,217,000 shares of the common stock of the Company, which, at the closing, will constitute approximately 90% of the Company’s issued and outstanding common stock on a fully diluted basis. Immediately following the closing there will be approximately 246,908,000 shares issued and outstanding of which the current shareholders of the Company will own approximately, 24,691,000 shares after giving effect to shares issuances made for Series D Preferred stock and existing debt that converted in common stock.
At the closing, the Company will assign to Processa all of the assets and operations of Promet that will continue to operate the business of Promet. Following the closing, Promet will appoint officers and directors of the Company.
The Asset Purchase Agreement contains customary terms and conditions, including completion of due diligence by the parties and is contingent on elimination of substantially all debt and certain other conditions. The summary of the Asset Purchase Agreement is qualified in its entirety by reference to the complete text of the agreement which is incorporated by reference into this report as described below.
Item 8.01
Other Events
On October 3, 2017, the Company issued a press release announcing execution of the definitive Asset Purchase Agreement with Promet, a clinical stage biotechnology company that develops drug products to improve the survival and/or quality of life for patients who have an unmet medical need or no alternative treatment. Upon completion of the Promet equity holders would beneficially own 90% of the combined company on a fully diluted basis and Heatwurx shareholders would own the remaining 10% of the combined company on a fully diluted basis. The stated percentage ownership is of the combined company before giving effect to any securities which may be issued in connection with proposed financing activities.
Closing is scheduled on or about October 5, 2017 subject to finalizing certain legal and tax matters. After the closing, the Company will be renamed, a new symbol will be obtained to reflect the name change and new business focus, and the common stock of the combined entities will continue to trade on otcmarkets.com. The parties anticipate that the shares of Heatwurx will be combined in a reverse split that may range from 1 new share for every existing 7 shares to 1 new share for every existing 10 shares.
A copy of the press release entitled “Heatwurx, Inc. Announces Execution of Definitive Asset Purchase Agreement with Promet Therapeutics, LLC” is attached as Exhibit 99.1 to this Current Report on Form 8-K, and incorporated herein by reference.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
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2.1* |
Asset Purchase Agreement dated October 2, 2017 |
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99.1 |
Press release issued October 3, 2017 |
*
Schedules and exhibits omitted to Item 601(b)(2) of the Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the Securities and Exchange Commission upon request.
Heatwurx, Inc. ExhibitEX-2.1 2 hwux_ex21.htm ASSET PURCHASE AGREEMENT ex-2.1 ACQUISITION AGREEMENT By and Among HEATWURX,…To view the full exhibit click here
About Heatwurx, Inc. (OTCMKTS:HUWX)
Heatwurx, Inc. is an asphalt repair equipment and technology company. The Company’s hot-in-place recycling process corrects surface distresses within over three inches of existing pavement by heating the surface material to a temperature between 325 degrees and 375 degrees Fahrenheit with its electrically powered infrared heating equipment, mechanically loosening the heated material with its processor/tiller attachment that is optimized for producing a seamless repair, and mixing in additional recycled asphalt pavement and a binder (asphalt-cement), and then compacting repaired area with a vibrating roller or compactor. The Company develops, manufactures and intends to sell its equipment to federal, state and local agencies, as well as contractors for the repair and rehabilitation of damaged and deteriorated asphalt surfaces. The Company sells its equipment (HWX-30 heater, HWX-30S mobile heater and HWX-AP-40 asphalt processor), as well as certain consumables to third parties.