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 9, 2016

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 November 9, 2016, Hybrid Coating Technologies Inc. (the “Company”), through its wholly owned subsidiary Nanotech Industries International Inc. (“NTI”), and Nanotech Industries Inc. (the “Licensor”) entered into a Twelfth Amendment (“Twelfth Amendment Agreement”) to the Licensing Agreement previously entered into by and between the Parties on July 12, 2010, amended on March 17, 2011, on July 7, 2011, on June 28, 2013, on December 13, 2013, on March 31, 2014, on April 9, 2014, on May 6, 2014 , on August 19, 2014, on September 10, 2014, on August 10, 2015 and on February 12, 2016. The Licensing Agreement was previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 18, 2011, the Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K on March 21, 2011, the Second Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K on July 8, 2011, the Third Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 28, 2013, the Fourth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 13, 2013, the Fifth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 1, 2014, the Sixth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 10, 2014, the Seventh Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 6, 2014, the Eighth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 19, 2014, the Ninth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 2015, the Tenth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 14, 2015 and the Eleventh Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 19, 2016. The Twelfth 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 Licensing Agreement, the right of exclusivity for SFI (“SFI Exclusivity”) shall be renewed for a period of 24 months from the date of execution of this Twelfth Amendment Agreement (“Renewal Period”).

     
  2.

In consideration for the renewal of the SFI Exclusivity for the Renewal Period, NTI shall issue to the Licensor 600,000 Series B Preferred Shares and 3,000,000 warrants to purchase 3,000,000 Series B Preferred Shares with an exercise price of $0.00001 and expiring 10 years from the date of issuance (“Consideration”), to be paid at the time of execution of this Twelfth Amendment Agreement (“Deadline”). Should NTI not pay the Consideration within the Deadline, the SFI Exclusivity shall not be renewed.


ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No. Description
   
10.1 Twelfth Amendment to the Licensing Agreement, dated November 9, 2016
   
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)
   
10.5 Third Amendment to the Licensing Agreement, dated June 28, 2013 (4)
   
10.6 Fourth Amendment to the Licensing Agreement, dated December 13, 2014 (5)
   
10.7 Fifth Amendment to the Licensing Agreement, dated March 31 , 2014 (6)
   
10.8 Sixth Amendment to the Licensing Agreement, dated April 9 , 2014 (7)
   
10.9 Seventh Amendment to the Licensing Agreement, dated May 6 , 2014 (8)
   
10.10 Eighth Amendment to the Licensing Agreement, dated August 19 , 2014 (9)
   
10.11 Ninth Amendment to the Licensing Agreement, dated September 10, 2014 (10)
   
10.12 Tenth Amendment to the Licensing Agreement, dated September 10, 2014 (11)
   
10.13 Eleventh Amendment to the Licensing Agreement, dated September 10, 2014 (12)

Note

(1)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 18, 2011.
(2)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 21, 2011.
(3)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 8, 2011 .
(4) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 28, 2013.
(5) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 13, 2013.
(6) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 1, 2014.
(7) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 10, 2014.
(8) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 6, 2014.
(9) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 19, 2014
(10) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 10, 2014
(11) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 14, 2015
(12) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on February 19, 2016

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: November 9, 2016 HYBRID COATING TECHNOLOGIES INC.

  By: /s/:Joseph Kristul
    Joseph Kristul
    President and Chief Executive Officer

Twelfth 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”

 

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”), into an Amendment Agreement on March 17, 2011, into a Second Amendment Agreement on July 7, 2011, into a Third Amendment Agreement dated June 28, 2013, into a Fourth Amendment Agreement dated December 13, 2013, into a Fifth Amendment Agreement dated March 31, 2014, into a Sixth Amendment Agreement dated April 9, 2014, into a Seventh Amendment dated May 6, 2014, into an Eighth Amendment dated August 19, 2014 into a Ninth Amendment dated September 10, 2014, into a Tenth Agreement dated August 10, 2015 and into an Eleventh Amendment dated February 12, 2016 (collectively the “Agreement”);

WHEREAS the Parties would like to amend the Agreement to: (i) renew the right of exclusivity for SFI for a period of 24 months from the signing of this Agreement (“Renewal Period”);

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


  1.

Pursuant to the terms of the Licensing Agreement, the right of exclusivity for SFI (“SFI Exclusivity”) shall be renewed for the Renewal Period.

     
  2.

In consideration for the SFI Exclusivity, NTI shall:

     
  3.

NTI shall issue to the Licensor 600,000 Series B Preferred Shares and 3,000,000 warrants to purchase 3,000,000 Series B Preferred Shares with an exercise price of $0.00001 and expiring 10 years from the date of issuance (“Consideration”), to be paid at the time of execution of this Twelfth Amendment Agreement (“Deadline”). Should NTI not pay the Consideration within the Deadline, SFI Exclusivity shall not be renewed.

     
  4.

The Agreement, as amended by this Twelfth 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 Twelfth Amendment Agreement remain in full force and effect, unamended.

     
  5.

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

     
  6.

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

     
  7.

This Twelfth 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 Twelfth Amendment Agreement on November 9, 2016.

 

Nanotech Industries International Inc.

By: _ /s/: Joseph Kristul __________
Title: President and CEO

 

Nanotech Industries Inc.

By :_ _ /s/: Joseph Kristul _ _______
Title: President and CEO