MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On November 3, 2016, Midwest Energy Emissions Corp. (the Company)
filed a Current Report on Form 8-K (the November 3, 2016 Form
8-K) which reported that on November 1, 2016 the Company, along
with its wholly-owned subsidiary, MES, Inc. (MES, and together
with the Company, collectively the Companies), entered into an
Amended and Restated Financing Agreement (the Restated Financing
Agreement) with AC Midwest Energy LLC (“AC Midwest). The
completion of the transactions contemplated by the Restated
Financing Agreement was subject to various conditions including
but not limited to the closing by the Company of an equity
offering raising at least $10.0 million of gross proceeds prior
to December 31, 2016 (the Qualifying Offering). Such Qualifying
Offering was completed on November 18, 2016 whereby, and to a
previously reported Stock Purchase Agreement entered into
withcertain institutional and accredited investors, the Company
sold an aggregate of 11,214,968 shares of its common stock for
gross proceeds to the Company of $13,457,961.60.
Subsequently, and on November 29, 2016, the Companies closed on
the transactions contemplated by the Restated Financing Agreement
whereby AC Midwest, which holds various warrants to acquire
shares of the Companys common stock (the AC Midwest Warrants),
exercised on a cashless basis a portion of the AC Midwest
Warrants for 10,000,000 shares of the Companys common stock and
exchanged 12% senior secured convertible notes previously issued
to AC Midwest with an outstanding aggregate principal balance
owing of $9,646,686 (the AC Midwest Notes), together with all
accrued and unpaid interest thereon, and the remaining
unexercised portion of the AC Midwest Warrants, for (i) a new
senior secured note in the principal amount of $9,646,686 (the
New AC Midwest Secured Note) which was partially prepaid at
closing in the amount equal to $5,000,000 as provided in the
Restated Financing Agreement, and (ii) a subordinated unsecured
note in the principal amount of $13,000,000 (the AC Midwest
Subordinated Note).
A summary of certain provisions of the New AC Midwest Secured
Note and the AC Midwest Subordinated Note set forth under Item
1.01 of the November 3, 2016 Form 8-K is hereby incorporated by
reference into this Item 2.03. A copy of the New AC Midwest
Secured Note and the AC Midwest Subordinated Note are filed as
Exhibits 10.1 and 10.2 to this Current Report on Form 8-K, and
are incorporated by reference herein. The foregoing summary of
certain provisions of the New AC Midwest Secured Note and the AC
Midwest Subordinated Note does not purport to be complete and is
qualified in its entirety by reference to the actual documents.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 2.03 with respect to the
issuance of the shares of common stock, resulting from the
exercise of a portion of the AC Midwest Warrants, is incorporated
by reference herein.
The foregoing securities were issued in reliance upon the
exemption from registration to Section 3(a)(9) of the Securities
Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit Number |
Description |
|
|
10.1* |
Senior Secured Note dated November 29, 2016 in the |
|
|
10.2* |
Unsecured Subordinated Note dated November 29, 2016 in the |
___________
* Filed herewith.
About MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC)
Midwest Energy Emissions Corp. is an environmental services company. The Company is focused on mercury emission control technologies, primarily to utility and industrial coal-fired units. The Company’s business is focused on the delivery of mercury capture technologies to power plants in North America, Europe and Asia. The Company develops and deploys technologies to remove mercury emissions from coal-fired power plants. The Company’s customer contracts include designing and installing front-end injection equipment for injection of its front-end product, and in some cases include installation of an additional back-end sorbent injection system. MES, Inc. is a subsidiary of the Company and is engaged in the business of developing and commercializing control technologies relating to the capture and control of mercury emissions from coal fired boilers in the United States and Canada. MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC) Recent Trading Information
MIDWEST ENERGY EMISSIONS CORP. (OTCMKTS:MEEC) closed its last trading session down -0.07 at 1.50 with 89,000 shares trading hands.