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 28, 2013
 
HYBRID COATING TECHNOLOGIES INC.
(Exact name of registrant as specified in its charter)

Nevada 000-53459 20-3551488
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

950 John Daly blvd, Suite 260, Daly City, CA 94015 94015
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code : (650) 491-3449

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 June 28, 2013, Hybrid Coating Technologies Inc. (the “Company”), through its wholly owned subsidiary Nanotech Industries International Inc., and Nanotech Industries Inc. (“NTI”). entered into a Third Amendment to the Licensing Agreement (“Third Amendment Agreement”) previously entered into by and between the Parties on July 12, 2010 and amended on March 17, 2011 and on July 7, 2011. The Licensing Agreement was previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 30, 2010, the Amendment to the Licensing Agreement was filed on March 21, 2011 and the Second Amendment to the Licensing Agreement was filed on July 7, 2011. The Third Amendment to the Licensing Agreement is intended to modify the Licensing Agreement as follows and no other changes are being made by means of this filing:

     1. Pursuant to the terms of the Third Amendment Agreement, NTI granted the Company an extension of thirty-six months on the Exclusivity Period (as defined in the Licensing Agreement), which has been extended to July 12, 2016 (“Extended Exclusivity Period”).

Item 9.01 Financial Statements and Exhibits.

(c) Exhibits

ITEM 3.03. MATERIAL MODIFICATIONS TO RIGHTS OF SECURITY HOLDERS

On June 28, 2013, the board of directors of Hybrid Coating Technologies Inc. (the “Company”), authorized the extension of the expiration date of the common stock purchase warrants described below to 5:00 PM EST on February 28, 2018. This extension of the expiration date will apply to the following: (i) the 533,336 series A warrants issued to a third party pursuant to a securities purchase agreement entered into on August 16, 2010; (ii) the 750,000 stock purchase issued to a consultant on July 14, 2010; and (iii) the 50,000 stock purchase warrants issued pursuant to a loan agreement on November 29, 2012. As well the board of directors of the Company authorized to change the exercise price of the 533,336 series A warrants to $0.39.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit Description
No.  
   
10.1 Third Amendment to the Licensing Agreement, dated June 19, 2013
10.2 Licensing Agreement dated July 12, 2010 (1)
10.3 Amendment to the Licensing Agreement, dated March 17, 2011 (2)
10.4 Second Amendment to the Licensing Agreement, dated July 7, 2011 (3)

Note

(1)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 30, 2010.
(2)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 21, 2011.
(2)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 8, 2011 .

SIGNATURE

     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.

Date: June 28 , 2013 HYBRID COATING TECHNOLOGIES INC.
   
  By: /s/:Joseph Kristul
         Joseph Kristul
         President and Chief Executive Officer

Third Amendment to the Licensing Agreement previously entered into on the 12 th day of July, 2010

 

Between:

 

Nanotech Industries Inc., a Delaware corporation.

 

hereinafter referred to as “Licensor” or the “Company”

 

And:

 

Nanotech Industries International Inc., a Nevada corporation (and a wholly owned subsidiary of Hybrid Coating Technologies Inc.)

hereinafter referred to as “NTI”

 

(collectively referred to as the “Parties”)

 

WHEREAS the Parties previously entered into a Licensing Agreement on July 12, 2010 (“Licensing Agreement”) and into an Amendment Agreement on March 17, 2011 and into a Second Amendment Agreement on July 7, 2011 (collectively the “Agreement”);

WHEREAS for consideration duly acknowledged and received, the Parties would like to amend the Agreement solely to extend the Exclusivity Period;

WHEREAS to this end the Parties have agreed to enter into this Third Amendment to the Licensing Agreement (“Third Amendment Agreement”):


  1.

The Exclusivity Period as defined in Section 3 (i) of the Licensing Agreement is hereby extended by a period of thirty-six months and shall terminate on July 12, 2016 (“Extended Exclusivity Period”).

     
  2.

Any reference to the Exclusivity Period in the Agreement, including but not limited to Section 3 of the Licensing Agreement, shall have the meaning of the Extended Exclusivity Period.

     
  3.

The Agreement, as amended by this Third Amendment Agreement, remains in full force and effect and is hereby ratified and confirmed. Provisions of the Agreement that have not been amended or terminated by this Third Amendment Agreement remain in full force and effect, unamended.

     
  4.

The Parties expressly warrant and guarantee that they have obtained all necessary requisite approvals and that they have the authority to enter into this Third Amendment Agreement.

     
  5.

The Preamble to this Third Amendment Agreement is incorporated herein by this reference and made a material part of this Third Amendment Agreement.

     
  6.

This Third Amendment Agreement may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

      IN WITNESS WHEREOF , the Parties have executed and delivered this Third Amendment Agreement on June 28, 2013.

Nanotech Industries International Inc.

By: /s/:Joseph Kristul

Title: President

Nanotech Industries Inc.

By: /s/:Joseph Kristul

Title: President