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): June 8, 2017
| GREEN ENVIROTECH HOLDINGS CORP. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 000-54395 | 32-0218005 | ||
| (State or other jurisdiction of | (Commission | (IRS Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
| 14699 Holman Mtn. | ||
| Jamestown CA | 95327 | |
| (Address of principal executive offices) | (Zip code) | |
| Registrant’s telephone number, including area code: | (209) 848-4384 |
| 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:
| [ ] | 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)) |
ITEM 3.02—UNREGISTERED SALES OF EQUITY SECURITIES
On June 20, 2017, Green EnviroTech Holdings Corp. issued warrants to purchase 500,000 shares of its common stock as described in Item 8.01 below. These securities were issued following an arm’s-length negotiation between Green EnviroTech and the recipient, and no general solicitation was used. These securities were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933 and the rules and regulations promulgated thereunder as not involving any public offering.
ITEM 8.01—OTHER EVENTS
On June 8, 2017, Green EnviroTech executed a term sheet with FWD:Energy, Inc., a Delaware corporation, addressing the potential acquisition of FWD:Energy by Green EnviroTech Holdings. The parties will conduct due diligence and negotiate a definitive agreement over the next 60 days. The term sheet includes binding provisions making those 60 days an exclusivity period during which FWD:Energy will not engage in discussions with any other parties for the acquisition of FWD:Energy. In consideration of the exclusivity period, Green EnvironTech will pay FWD:Energy a total of $68,983, which Green EnviroTech may convert to FWD:Energy Series A Preferred Stock at its option. Additionally, Green EnviroTech will issue warrants to purchase 500,000 shares of Green EnviroTech’s common stock with an exercise price of $0.20 per share that will be held in escrow. If the acquisition is closed, the warrants will be returned to Green EnviroTech for cancelation; however, if Green EnviroTech chooses not to go forward with the acquisition the warrants will be delivered to FWD:Energy.
On June 20, 2017, Green EnviroTech issued a press release announcing the potential acquisition, a copy of which is attached as Exhibit 99.01.
ITEM 9.01—FINANCIAL STATEMENTS AND EXHIBITS
The following is filed as an exhibit to this report:
Exhibit Number* |
Title of Document |
Location | ||
| Item 99 | Miscellaneous | |||
| 99.01 | Press release dated June 20, 2017 | Attached |
| * | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. |
| 2 |
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.
| GREEN ENVIROTECH HOLDINGS CORP. | ||
| Dated: June 20, 2017 | By: | /s/ Chris Bowers |
| Chris Bowers, Chief Executive Officer | ||
| 3 |
For Immediate Release:
Green EnviroTech Holdings, Corp. Agrees on Terms to Acquire FWD:Energy Inc.
JAMESTOWN, CA--(Marketwired – June 20, 2017) - Green EnviroTech Holdings, Corp. (OTC PINK : GETH ) is pleased to announce that it has agreed on terms to acquire FWD:Energy, Inc. in a stock and cash deal subject to successful completion of due diligence.
“I am very pleased that we have agreed terms with the FWD:Energy management and Board,” said Chris Bowers, CEO of GETH. “FWD has developed a proprietary second generation technology that has the potential to generate excellent incremental financial returns at commercial scale over and above the returns that will be generated by the GETH GEN 1 Processing Solution. Our plan is to have a full scale FWD:Energy line in operation in Q2 2018. I would like to thank the GETH and FWD:Energy teams for their efforts in securing this next generation technology.”
Rich Sloan, MD of FWD:Energy, added, “We’re very excited to bring our next generation, proprietary end of life tire processing technology to market in concert with the Green EnviroTech team. Combining our resources with GETH’s builds on the strengths of both organizations to reduce risk and maximize value creation. We’re now ready to transition from R&D to commercial operation with an eye toward unique, high value markets for our end of life tire derived products.”
Gary De Laurentiis, Chairman of GETH, added, “This deal will generate additional long term value for GETH shareholders and provide a greater financial incentive to remove end of life tires from the environment”
About
GreenEnviroTech Holdings
GreenEnviroTech Holdings, Corp. (GETH) is a pioneer in sustainable development. Our mission is to find and implement practical, economical solutions that will clean up the environment. Our technologies will convert waste into valuable products and help to protect the planet. We will create local jobs and stimulate economic growth in the communities where we do business.
About FWD:Energy
FWD:Energy Inc. is committed to developing and operating economically viable renewable energy facilities to help communities utilize their waste streams in the most sustainable and productive manner. As a champion of new sources of renewable energy, FWD:Energy is committed to converting millions of scrap tires annually in North America and globally into desirable products. Additionally, FWD:Energy’s facilities bring further value to communities by creating employment, improving the environment and removing myriad issues caused by scrap tire disposal.
For more information on GETH:
www.greenenvirotech.com
CONTACT
INFORMATION
Public Relations and Media Contact:
LCG
Headquarters Office
702.333.4886
www.lcginfo.com
For more information on FWD:Energy:
www.fwdenergy.com
Forward Looking Statement
This press release contains forward-looking statements that relate to future events, including our ability to raise capital, or to our future financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. You should not place undue reliance on forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond our control and which could, and likely will, materially affect actual results, levels of activity, performance or achievements. Any forward-looking statement reflects our current views with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our operations, results of operations, growth strategy and liquidity. We assume no obligation to publicly update or revise these forward-looking statements for any reason, or to update the reasons actual results could differ materially from those anticipated in these forward-looking statements, even if new information becomes available in the future.
For a discussion of these risks and uncertainties, please see our filings with the Securities and Exchange Commission. Our public filings with the SEC are available from commercial document retrieval services and at the website maintained by the SEC at http://www.sec.gov.