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GLYE > SEC Filings for GLYE > Form 8-K on 26-Mar-2014All Recent SEC Filings

Show all filings for GLYECO, INC.

Form 8-K for GLYECO, INC.


26-Mar-2014

Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition


Item 1.01 Entry into a Material Definitive Agreement.

The information contained or incorporated in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.



Item 2.01 Completion of Acquisition or Disposition of Assets.

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 May 30, 2012, GlyEco Acquisition Corp. #3, an Arizona corporation and wholly-owned subsidiary of the Company
("Acquisition Sub"), entered into an Asset Purchase Agreement (the "Agreement")
on May 24, 2012, with MMT Technologies, Inc., a Florida corporation ("MMT Technologies"), pursuant to which Acquisition Sub agreed to purchase MMT Technologies' business and all of its assets (the "MMT Acquisition").

The foregoing description of the Agreement is qualified in its entirety by reference to the Asset Purchase Agreement, a copy of which was filed as an exhibit to the Form 8-K filed with the Commission on May 30, 2012, and is hereby incorporated by reference herein.

On March 21, 2014, Acquisition Sub and MMT Technologies entered into an Amendment No. 1 to Asset Purchase Agreement (the "Amendment No. 1") and correspondingly consummated the MMT Acquisition, pursuant to which Acquisition Sub acquired MMT Technologies' business and all of its assets, free and clear of any liabilities or encumbrances, consisting of MMT Technologies' equipment, tools, machinery, supplies, materials, other tangible property, inventory, intangible property, contractual rights, books and records, intellectual property, accounts receivable, goodwill, and miscellaneous assets in exchange for 204,750 shares of restricted common stock, par value $0.0001, of the Company valued at the then current fair market value of $1.03 per share.

The foregoing description of the Amendment No. 1 is qualified in its entirety by reference to the Amendment No. 1 to Asset Purchase Agreement, a copy of which is filed herewith as Exhibit 2.2 and is incorporated by reference herein.



Item 3.02 Unregistered Sales of Equity Securities.

To the extent required by Item 3.02 of Form 8-K, the information contained or incorporated in Item 2.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02.




Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

To the extent required by Item 9.01(a) of Form 8-K, financial statements of MMT Technologies will be filed as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Form 8-K is required to be filed, as permitted under paragraph (a)(4) of Item 9.01 of Form 8-K.

(b) Pro forma financial information.

To the extent required by Item 9.01(b) of Form 8-K, pro forma financial information will be filed as part of an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date this Form 8-K is required to be filed, as permitted under paragraph (b)(2) and (a)(4) of Item 9.01 of Form 8-K.

(d) Exhibits.

Exhibit
Number:   Description of Exhibit:

2.1 (1)   Asset Purchase Agreement, dated May 24, 2012, by and among
          MMT Technologies, Inc. (the Seller), Otho N. Fletcher, Jr.
          (the Selling Principal), and GlyEco Acquisition Corp. #3, an
          Arizona corporation and wholly-owned subsidiary of GlyEco,
          Inc. (the Buyer).

2.2         Amendment No. 1 to Asset Purchase Agreement, dated March
          21, 2014, by and among MMT Technologies, Inc. (the Seller),
          Otho N. Fletcher, III, Samantha Pratt (the Selling
          Principals), and GlyEco Acquisition Corp. #3, an Arizona
          corporation and wholly-owned subsidiary of GlyEco, Inc. (the
          Buyer).

(1) Filed as an exhibit to the Current Report on Form 8-K filed on May 30, 2012, and incorporated by reference herein. Exhibits and schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K and will be furnished to the Securities and Exchange Commission upon request.


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