Current Report Filing (8-k)
February 25 2019 - 4:44PM
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): February 19, 2019
12
RETECH CORPORATION
(Exact
name of registrant as specified in its charter)
Nevada
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000-55915
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38-3954047
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
No.)
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(IRS
Employer
Identification
No.)
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10785
W. Twain Ave.,
Suite
210
Las
Vegas, Nevada 89135
(Address
of principal executive offices, Zip Code)
(530)
539-4329
(Registrant’s
telephone number, including area code)
Check
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)
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 [X]
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
2.01
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Completion
of Acquisition or Disposition of Assets.
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As
previously reported on the Current Report on Form 8-K filed by 12 Retech Corp., a Nevada corporation (the “Corporation”),
with the U.S. Securities and Exchange Commission on January 24, 2019, the Corporation entered into an Exchange of Equity Agreement
(the “Exchange Agreement”) by and among Red Wire Group, LLC, a Utah limited liability company (“Red Wire”)
and the members of Red Wire (the “Members”). Pursuant to the terms of the Exchange Agreement, at closing the Corporation
will acquire (i) 75% of the membership interests of Red Wire in exchange for 54,000 shares of the Corporation’s Series D-6
Preferred Stock and (ii) the remaining 25% of the membership interests of Red Wire in exchange for 37,500 shares of the Corporation’s
Series D-5 Preferred Stock. A copy of the Exchange Agreement is attached as Exhibit 2.1 to this Current Report on Form 8-K and
is incorporated herein by reference.
On
February 19, 2019, the Corporation consummated the exchange whereby it acquired 100% of the membership interests of Red Wire and
issued (i) 54,000 shares of the Corporation’s Series D-6 Preferred Stock and (ii) 37,500 shares of the Corporation’s
Series D-5 Preferred Stock to the Members.
The
foregoing description of the Exchange Agreement and the transaction contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the full text of the agreement, a copy of which is attached hereto as Exhibit 2.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item
3.02
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Unregistered
Sales of Equity Securities.
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The
information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The
issuance of the shares of the Corporation’s preferred stock on the closing is exempt from registration under the Securities
Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions
not involved in a public offering pursuant to Section 4(a)(2) of the Act and Rule 506(b) of Regulation D, as promulgated by the
Securities and Exchange Commission thereunder.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired.
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As
permitted by Item 9.01(a)(4) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Corporation
by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form
8-K must be filed.
(b)
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Pro
Forma Financial Information.
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As
permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed
by the Corporation by an amendment to this Current Report on Form 8-Knot later than 71 days after the date upon which this Current
Report on Form 8-K must be filed.
(d)
Exhibits.
*
Schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit
will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that 12 Retech Corp.
may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules
or exhibits so furnished.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date:
February 25, 2019
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12
RETECH CORPORATION
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/s/
Angelo Ponzetta
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By:
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Angelo
Ponzetta
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Its:
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Chief
Executive Officer
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