8-K

 

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): November 13, 2014 (November 11, 2014)

CLEAN DIESEL TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33710	06-1393453
(State or Other Jurisdiction  of Incorporation)	(Commission File Number)	(I.R.S. Employer  Identification No.)
1621 Fiske Place Oxnard, California, 93033
(Address of Principal Executive Offices) (Zip Code)

(805) 639-9458

(Registrants telephone number, including area code)

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 1.01 Entry into a Material Definitive Agreement.

On November 11, 2014, Clean Diesel Technologies, Inc. (the “Company”) entered into a letter agreement with Kanis S.A., one of the Company’s principal lenders and largest stockholders, whereby Kanis S.A. agreed to amend the terms of the outstanding loans made to the Company, such that (i) the maturity date and payment premium on the outstanding 8% shareholder note due on June 30, 2015 in the aggregate principal amount of $1,500,000 was extended to October 1, 2016; (ii) the maturity date on the outstanding 8% subordinated convertible note due on April 11, 2016 in the aggregate principal amount of $3,000,000 was extended to October 1, 2016 and the early redemption feature was removed; and (iii) the maturity date on the outstanding 8% shareholder note due on July 27, 2015 in the aggregate principal amount of $3,000,000 was extended to October 1, 2016.

Pursuant to the terms of the letter agreement, the Company agreed to grant to Kanis S.A. warrants to purchase up to 80,000 shares of the Company’s common stock at an exercise price per share of $1.75 for a five year period.

Item 8.01 Other Events.

On November 13, 2014, the Company issued a press release announcing the entry by the Company into the letter agreement with Kanis S.A. The Company’s press release is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.  

Exhibit Number	Description of Exhibits
99.1	Press Release dated November 13, 2014

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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.

	CLEAN DIESEL TECHNOLOGIES, INC.
November 13, 2014	By:	/s/ Christopher J. Harris
		Name: Christopher J. Harris
		Title: Chief Executive Officer

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EX-99.1

EXHIBIT 99.1

CDTi AMENDS LOAN AGREEMENTS WITH LONG-TIME INVESTOR TO EXTEND MATURITY DATE  

Oxnard, California – November 13, 2014-- Clean Diesel Technologies, Inc. (Nasdaq: CDTI) (“CDTi” or “the Company”), a leader in advanced emission control technology, announced it has amended all loan agreements with Kanis S.A. to extend the maturity dates to October 1, 2016. In addition, the $3 million Convertible Note is no longer callable by the lender.

Chris Harris, CDTi President and Chief Executive Officer, stated, “Amending and extending our loan agreements provide us with greater financial flexibility while executing our growth strategy. We believe this transaction demonstrates our long-time investor’s support and confidence in CDTi’s strategy to capitalize on our breakthrough Spinel™ catalyst technology, strengthen our intellectual property portfolio and target growth opportunities in the sizeable heavy duty diesel replacement filter market.”

Additional detail on the amended agreements and the original loans can be found on the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission today, as well as the Company’s most recent Quarterly Report  on Form 10-Q.

About CDTi

CDTi manufactures and distributes vehicle emissions control products that leverage its advanced materials technology. CDTi utilizes its proprietary patented Mixed Phase Catalyst (MPC®) technology and other related technologies to provide high-value sustainable solutions to reduce emissions, increase energy efficiency and lower the carbon intensity of on- and off-road combustion engine systems. CDTi is headquartered in Oxnard, California and currently has other operations in the U.K., Canada, France, Japan and Sweden. For more information, please visit www.cdti.com.

Forward-Looking Statements

Certain information contained in this press release constitutes forward-looking statements which, in general, are statements other than those of historical fact. Forward-looking statements are based on a series of expectations, assumptions, estimates and projections which involve substantial uncertainty and risk. In this document, the Company includes forward looking statements regarding the issuance of warrants to Kanis S.A., the amended loan agreements with Kanis S.A. providing CDTi with greater flexibility while executing its growth strategy, and CDTi’s belief that the transaction demonstrates the long-time investor’s support and confidence in CDTi’s strategies.  In general, actual results may differ materially from those indicated by such forward-looking statements as a result of risks and uncertainties, including, but not limited, to changes to or the parties’ noncompliance with the terms of the amended Kanis S.A. loan agreements, that Kanis S.A.’s support or confidence in CDTi’s strategies may not track the Company’s beliefs, the Company may not ultimately be successful in executing its strategies and priorities, and other risks and uncertainties discussed or referenced in the Company's filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K. In addition, any forward-looking statements represent the Company's estimates only as of the date such statements are and should not be relied upon as representing the Company's estimates as of any subsequent date. The Company specifically disclaims any obligation to update forward-looking statements. All forward-looking statements in this press release are qualified in their entirety by this cautionary statement.

Contact Information:

Becky Herrick or Cathy Mattison

LHA (IR Agency)

+1 415 433 3777

bherrick@lhai.com

cmattison@lhai.com