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GLYE > SEC Filings for GLYE > Form 8-K on 10-Jul-2013All Recent SEC Filings

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Form 8-K for GLYECO, INC.


10-Jul-2013

Other Events


Item 8.01 Other Information.

On July 1, 2013, GlyEco, Inc., a Nevada corporation (the "Company"), entered into a Preliminary Agreement (the "Preliminary Agreement") with GSS Automotive Recycling, Inc., a Maryland corporation ("GSS"), to purchase GSS's glycol recycling business located in Landover, MD.

Pursuant to the Preliminary Agreement, the Company has agreed to purchase from GSS, and GSS has agreed to sell to the Company, GSS's business and all of its assets, free and clear of any encumbrances, according to the following terms:

1. The Company will provide:

a. $400,000 in cash to be delivered upon the closing of the transaction; and

b. 460,000 shares of the Company's unregistered common stock, $0.0001 par value per share, of which 200,000 shares will be held in escrow for a period of one year to secure the representations and warranties made by GSS relating to the business.

2. GSS will provide:

a. A net working capital of $50,000 upon the closing of the transaction.

The parties intend the Preliminary Agreement to create a binding obligation. The terms are agreed upon in anticipation of the completion of a more definitive Asset Purchase Agreement, which will supersede and replace the Preliminary Agreement. If, despite the best efforts of the parties to negotiate, an Asset Purchase Agreement is not entered into by October 1, 2013, either party may terminate the Preliminary Agreement.

The parties have agreed that the terms outlined above are subject to change contingent upon an audit of GSS's business by GlyEco. GSS has agreed to assist GlyEco in its performance of such a due diligence investigation of the business and to provide the Company with reasonable access to its books, records, and other information pertaining to the business.


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