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GLYE > SEC Filings for GLYE > Form 8-K on 4-Oct-2013All Recent SEC Filings

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Form 8-K for GLYECO, INC.


4-Oct-2013

Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities


Item 1.01 Entry into a Material Definitive Agreement.

To the extent required by Item 1.01 of Form 8-K, the information contained in Item 3.02 of this Form 8-K is hereby incorporated by reference into this Item 1.01.



Item 3.02 Unregistered Sales of Equity Securities.

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 on August 21, 2013, the Company conducted an initial closing (the "Initial Closing") of a private placement offering (the "Offering") of units of the Company's securities (the "Units") on August 15, 2013, with each Unit being sold at a purchase price of $1.00 per Unit and consisting of (i) one share of the Company's common stock, par value $0.0001 per share ("Common Stock"), and (ii) one-half of a warrant to purchase one share of Common Stock at an exercise price of $1.50 per share for a period of five years ( "Warrants").

On September 30, 2013, the Company conducted the final closing of the Offering (the "Final Closing").

In connection with the Final Closing of the Offering, the Company entered into subscription and warrant agreements with thirty-one (31) accredited investors and one (1) non-accredited investor (the "Investors"), pursuant to which the Company sold to the Investors, for an aggregate purchase price of $4,490,000, a total of 4,490,000 Units, consisting of 4,490,000 shares of Common Stock and Warrants to purchase up to 2,245,000 shares of Common Stock. The Warrants may be exercised at any time until the fifth anniversary of the date of issuance by surrendering a properly executed notice of exercise and the appropriate payment to the Company.

The Company utilized the services of FINRA registered placement agents (the "Placement Agents") during the Offering. In connection with the Final Closing, the Company paid an aggregate cash fee of approximately $107,050 to the Placement Agents and shall issue to the Placement Agents warrants or options to purchase up to approximately 115,850 shares of Common Stock at an exercise price of $1.50 per share.

The net proceeds to the Company from the Final Closing, after deducting the foregoing cash fee and other expenses related to the Offering, are expected to be approximately $4,382,950. When combined with the proceeds from the Initial Closing, the aggregate gross proceeds to the Company for the entire Offering are expected to be approximately $6,838,450.

The securities issued in connection with the Final Closing of the Offering have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and were made pursuant to the exemptions from registration provided by Section 4(2) of the Securities Act or Rule 506 of Regulation D promulgated thereunder. Such securities are therefore restricted in accordance with Rule 144 under the Securities Act. The foregoing conclusion is based on the following: (i) the issuances did not involve any public offering, (iii) the Company and the Placement Agents made no solicitation in connection with the Offering other than communications with the Investors, (iii) the Company obtained representations from the Investors regarding their investment intent, knowledge and experience, and that they were acquiring the securities for their own account, not as nominee or agent, and not with a view to the resale or distribution of any part thereof in violation of securities laws, (iv) the Investors either received or had access to adequate information about the Company in order to make informed investment decisions, (v) the Company reasonably believed that the Investors are capable of evaluating the merits and risks of their investment and (vi) the securities will be issued with restricted legends.

The foregoing information has been disclosed herein as it is material to the Offering, and this Current Report on Form 8-K should not be construed as an offer to sell or the solicitation of an offer to buy any securities. The securities described herein have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold in the United States or any state thereof absent registration under the Securities Act and applicable state securities laws or an applicable exemption from registration requirements.


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