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): April 26, 2018
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 April 26, 2018, 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 fourteenth Amendment (“Fourteenth 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, on February 12, 2016, on November 9, 2016 and on June 15, 2017. 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, 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 was filed with the SEC as an exhibit to our Current Report on Form 8-K filed November 9, 2016 and the Thirteenth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 20, 2017. The Fourteenth 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 Fee Deadline for the payment of the One Time Fee as part of the consideration for the 2020 Extended Exclusivity Period (as defined in the Licensing Agreement), shall be extended to December 31 2019, at which time the whole of the One Time Fee shall be due and payable. |
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
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 July 1, 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 8, 2014.
(9) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on August 20, 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.
(13)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on November 9, 2016.
(14) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 20, 2017.
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: April 26, 2018 | HYBRID COATING TECHNOLOGIES INC. |
| By: | /s/:Joseph Kristul | |
| Joseph Kristul | ||
| President and Chief Executive Officer |
Fourteenth 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 Agreement dated May 6, 2014, into an Eighth Amendment Agreement dated August 19, 2014 into a Ninth Amendment Agreement dated September 10, 2014, into a Tenth Amendment Agreement dated August 10, 2015, into an Eleventh Amendment Agreement dated February 12, 2016, into a Twelfth Amendment Agreement dated November 9, 2016 and into a Thirteenth Amendment Agreement dated June 15, 2017 (collectively the “Licensing Agreement” or the “Licensing Agreement”);
WHEREAS the Parties would like to amend the Agreement to extend the Fee Deadline for the payment of the One Time Fee (as defined in the Licensing Agreement) to December 31, 2019.
WHEREAS to this end the Parties have agreed to enter into this Fourteenth Amendment to the Licensing Agreement (“Fourteenth Amendment Agreement”):
| 1. |
Pursuant to the terms of the Licensing Agreement, the Fee Deadline for the payment of the One Time Fee as part of the consideration for the 2020 Extended Exclusivity Period (as defined in the Licensing Agreement) shall be extended to December 31, 2019, at which time the whole of the One Time Fee shall be due and payable. |
|
| 2. |
The Agreement, as amended by this Fourteenth 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 Fourteenth Amendment Agreement remain in full force and effect, unamended. |
|
| 3. |
The Parties expressly warrant and guarantee that they have obtained all necessary requisite approvals and that they have the authority to enter into this Fourteenth Amendment Agreement. |
|
| 4. |
The Preamble to this Fourteenth Amendment Agreement is incorporated herein by this reference and made a material part of this Fourteenth Amendment Agreement. |
|
| 5. |
This Fourteenth 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 Fourteenth Amendment Agreement on April 26, 2018.
Nanotech Industries International Inc.
By: /s/: Joseph Kristul
Title: President and CEO
Nanotech Industries Inc.
By: /s/: Joseph Kristul
Title: President and CEO