UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K /A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 16, 2012
GLYECO, INC.
(Exact name of registrant as specified in its charter)
|
Nevada
|
000-30396
|
45-4030261
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
||
|
4802 East Ray Road, Suite 23-196 Phoenix, Arizona
|
85044
|
|||
|
(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))
|
Explanatory Note
As previously reported by GlyEco, Inc., a Nevada corporation (the “Company”) on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on March 28, 2012 and an amended Form 8-K/A on April 2, 2012, the Company published a slide presentation and Company snapshot which were to be used at various presentations in connection with a proposed private placement of securities (“Private Placement”).
The Company is filing this Form 8-K/A to amend the Form 8-K filed on March 28, 2012 and the Form 8-K/A filed on April 2, 2012 to indicate that the previous Private Placement has expired and is no longer in effect.
Item 7.01 Regulation FD Disclosure.
The previous Private Placement has expired and the terms are no longer in effect. The Company has retained its placement agent and has initiated a new offering that contains terms that are materially different than the terms of the previous Private Placement. The Company’s new offering is for a minimum of $5,500,000 and a maximum of $12 million, consisting of up to 24,000,000 Units at a purchase price of $0.50 per Unit. Each Unit consists of (i) one share of common stock, par value $0.0001 per share, of the Company, and (ii) one warrant to purchase one share of common stock of the Company from the date of issuance until the third anniversary date such date for a purchase price of $1.00 per share. This offering will be made to accredited investors only, in accordance with Rule 506 of Regulation D of the Securities Act of 1933. The offering commences on July 16, 2012 and will remain open for sixty (60) days or upon earlier completion of the sale of at least 11,000,000 Units, unless further extended by the parties.
The information contained herein shall not constitute an offer to sell, or the solicitation of an offer to buy, any of the securities described herein, nor shall there be any sale of the Company’s securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. The securities to be offered have not been registered under the Securities Act of 1933 or any state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This notice is being issued pursuant to and in accordance with Rule 135c under the Securities Act.
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 thereunto duly authorized.
|
GLYECO, INC.
|
|||
|
Dated: July 16, 2012
|
By:
|
/s/ John Lorenz
|
|
|
John Lorenz
President and Chief Executive Officer, Director
(Principal Executive Officer)
|