NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On March 11, 2019, Nanophase Technologies Corporation (the “Company”) and BASF Corporation (“BASF”) entered into Amendment No. 4, effective as of January 1, 2019 (the “Amendment”), to the Zinc Oxide Supply Agreement originally dated September 16, 1999 and subsequently amended during 2001, 2003 and 2012 (the “Supply Agreement”). The Amendment reduces from $1,000,000 to $500,000 the amount of cash and cash equivalents (calculated in accordance with U.S. generally accepted accounting practices (“GAAP”) that the Company must maintain to prevent a “Triggering Event” and consequent “Technology Transfer” (as those terms as defined in the Supply Agreement) during a trailing 12-month period when the Company also reports a net loss. The Amendment also provides that a Technology Transfer may be triggered if the Company’s cash and cash equivalents, using a broader, non-GAAP definition that includes the Company’s aged receivables from BASF, zinc metal raw materials on hand, and inventory of certain of the Company’s zinc-based personal care ingredients, are less than $1,000,000. The Amendment further changes certain requirements relating to the minimum inventory of certain zinc-based personal care ingredients that the Company must maintain under the Supply Agreement.
All other terms and conditions in the Supply Agreement in effect immediately prior to the Amendment remain in full force and effect thereafter. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the text of the Amendment, which is filed, with confidential portions redacted, as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits:
The following item is filed as an exhibit to this Current Report on Form 8-K:
| Exhibit No. | Exhibit |
| 10.1* | Amendment No. 4 to Zinc Oxide Supply Agreement, dated as of January 1, 2019 and entered into on March 11, 2019, between the Company and BASF Corporation |
| * | Confidential treatment has been requested with respect to certain portions of this exhibit. Omitted portions have been filed separately with the Securities and Exchange Commission. |
NANOPHASE TECHNOLOGIES Corp Exhibit
EX-10.1 2 ex10-1.htm AMENDMENT 4 TO BASF AGREEMENT Nanophase Technologies Corporation 8-K Exhibit 10.1 AMENDMENT NO.4 TO ZINC OXIDE SUPPLY AGREEMENT THIS AMENDMENT NO. 4 TO ZINC OXIDE SUPPLY AGREEMENT is entered into as of January 1,…
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About NANOPHASE TECHNOLOGIES CORPORATION (OTCMKTS:NANX)
Nanophase Technologies Corporation is a materials and applications developer and commercial manufacturer with an integrated family of materials technologies. The Company produces engineered nano and sub-micron materials for use in a range of markets, including personal care, including sunscreens, architectural coatings, industrial coating applications, abrasion-resistant additives, plastics additives, medical diagnostics, energy, and a range of surface finishing technologies (polishing) applications, including optics. The technologies are designed to offer nanomaterial solutions for a targeted market or a specific customer application. The Company’s nanomaterials platform includes over two distinct manufacturing processes (Plasma Vapor Synthesis (PVS) and NanoArc Synthesis (NAS)) to make nanomaterials or nanoparticles. The Company’s products include Aluminum Oxide, Antimony Tin Oxide, Bismuth Oxide, Cerium Oxide, Iron Oxide and Zinc Oxide.