Current Report Filing (8-k)
January 17 2020 - 4:48PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): January 17, 2020 (January 13,
2020)
GLYECO,
INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
|
|
000-30396
|
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45-4030261
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(State
or Other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
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P.O.
Box 387
Institute, West Virginia
|
|
25112
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(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (866) 960-1539
n/a
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
☐
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
☐
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
☐
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
☐
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbols(s)
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|
Name
of each exchange on which
registered
|
None.
|
|
|
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
On
January 14, 2020, GlyEco, Inc. (“GlyEco,” or the “Company”) and GlyEco West Virginia, Inc. (f/k/a Recovery
Solutions & Technologies, Inc.), a Delaware corporation and wholly-owned subsidiary of the Company (“GlyEco WV”
and collectively with the Company, the “GlyEco Parties”) entered into a strict foreclosure agreement (the “Agreement”)
with NFS Leasing, Inc., a Massachusetts corporation (“NFS”) that consists of the GlyEco Parties’ agreement and
consent to NFS’s acceptance of certain collateral pledged by the GlyEco Parties (the “Collateral”) in partial
satisfaction of certain obligations under that certain the Amended and Restated Security Agreement between GlyEco WV and NFS dated
May 23, 2019 and the Amended and Restated Security Agreement (and related documents) between the Company and NFS dated effective
as of May 23, 2019 (together, the “Security Agreements”), which were previously disclosed in the Company’s Current
Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 6, 2019. A copy of the Agreement is included
as Exhibit 10.1 to this current report and is hereby incorporated by reference.
The
Agreement memorializes the GlyEco Parties’ consent to NFS’s election to accept the Collateral in partial satisfaction
of the GlyEco Parties’ obligations pursuant to the Security Agreements and the GlyEco Parties’ waiver of the right
to notice of such election pursuant to Uniform Commercial Code.
The
Agreement also provides for NFS’s acceptance of the Collateral in satisfaction of $2,825,725.42 of the $5,687,026.78 (the
“Total Balance”) outstanding due from the GlyEco Parties to NFS pursuant to the Security Agreements as of January
13, 2020. The GlyEco Parties remain liable, jointly and severally, under the Security Agreements to NFS for the remainder of the
Total Balance of $2,861,301.36.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
Departure
of Directors
On
January 16, 2020, Dwight Mamanteo, Charles Trapp, Frank Kneller, and Scott Nussbaum (together, the “Independent Directors”)
tendered their resignations as directors of the Company effective immediately. The resignations were not the result of any disagreement
with the Company on any matter relating to its operations, policies, or practices.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
January 17, 2020
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GlyEco,
Inc.
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By:
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/s/ Richard
geib
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Name:
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Richard
Geib
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Title:
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Chief
Executive Officer
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2
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