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): March 9, 2018

 

CDTI ADVANCED MATERIALS, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-33710

 

06-1393453

(State or Other Jurisdiction

 

(Commission

 

(IRS Employer

of Incorporation)

 

File Number)

 

Identification No.)

 

1621 Fiske Place

 

 

Oxnard, California

 

93033

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 639-9458

(Registrant’s telephone number, including area code)

 

Clean Diesel Technologies, Inc.

(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 ( see General Instruction A.2. below):

 

o                               Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o                               Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o                               Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o                               Pre-commencement communications pursuant to Rule 13e-4(c)) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 5.03                                            Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 8, 2018, Clean Diesel Technologies, Inc., a Delaware corporation (the “ Company ”), filed with the Secretary of State of the State of Delaware a certificate of amendment to its Restated Certificate of Incorporation (the “ Certificate of Amendment ”) to change the legal name of the Company from Clean Diesel Technologies, Inc. to CDTI Advanced Materials, Inc. (the “ Name Change ”), effective as of March 9, 2018. Other than the Name Change, there were no changes to the Company’s certificate of incorporation. A copy of the Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, is attached hereto as Exhibit 3.1 and incorporated herein by reference.

 

The Company’s common stock will continue to trade under the ticker symbol CDTI. The Name Change resulted in a change to the CUSIP number for the Company’s outstanding shares of common stock offered on the Nasdaq Stock Market. The new CUSIP number for such common stock is 12514V105.

 

Item 9.01                                            Financial Statements and Exhibits.

 

(d)                                  Exhibits

 

Exhibit

 

 

Number

 

Description

 

 

 

3.1

 

Certificate of Amendment, as filed with the Secretary of State of the State of Delaware, effective as of March 9, 2018.

 

 

 

99.1

 

Press Release issued by CDTI Advanced Materials, Inc. dated March 9, 2018.

 

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.

 

Date: March 14, 2018

CDTI ADVANCED MATERIALS, INC.

 

 

 

By:

/s/ Tracy Kern

 

 

Tracy Kern

 

 

Chief Financial Officer

 

3

Exhibit 3.1

 

CERTIFICATE OF AMENDMENT

 

TO THE

 

RESTATED CERTIFICATE

 

OF INCORPORATION

 

OF

 

CLEAN DIESEL TECHNOLOGIES, INC.

 

Clean Diesel Technologies, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “ Corporation ”), hereby does certify that:

 

FIRST: The name of the corporation is Clean Diesel Technologies, Inc. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of Delaware on January 19, 1994. A Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on March 21, 2007 (the “ Restated Certificate ”). A Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on June 15, 2007. A second Certificate of Amendment to the Restated Certificate was filed with the Secretary of State of Delaware on October 14, 2010. A third Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on May 23, 2012. A fourth Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on February 12, 2016. A fifth Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on July 21, 2016. A sixth Certificate of Amendment to the Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on December 16, 2016.

 

SECOND: The Board of Directors of the Corporation, on February 22, 2018, duly adopted resolutions setting forth a proposed amendment of the Restated Certificate, as heretofore amended, declaring said amendment to be advisable and in the best interests of the Corporation and adopting said amendment in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

THIRD: Article 1 of the Restated Certificate is hereby amended to read in its entirety as follows:

 

“1.  The name of the corporation is

 

CDTI Advanced Materials, Inc.”

 

FOURTH: The Restated Certificate is hereby ratified and confirmed in all other respects.

 

FIFTH : This Certificate of Amendment shall be effective as of 5:00 p.m. Eastern Time on March 9, 2018.

 

IN WITNESS WHEREOF, this Corporation has caused this Certificate to be duly executed this 7th day of March, 2018.

 

 

CLEAN DIESEL TECHNOLOGIES, INC.

 

 

 

 

 

By:

/s/ Matthew Beale

 

 

Name:

Matthew Beale

 

 

Title:

Chief Executive Officer

 

Exhibit 99.1

 

 

CDTi Announces Name Change to CDTi Advanced Materials, Inc.

 

Oxnard, California – March 9, 2018 – Clean Diesel Technologies, Inc. (Nasdaq: CDTI) (“CDTi” or “the Company”), a leader in advanced emission control technology, announced it has changed its corporate name to CDTi Advanced Materials, Inc., effective March 12, 2018. The company will continue trading on Nasdaq as “CDTI.”  The name change aligns with the company’s strategic direction and transformation into a provider of enabling technology to the emissions catalyst market.

 

About CDTi

CDTi develops advanced materials technology for the emissions control market . CDTi’s proprietary technologies provide high-value sustainable solutions to reduce hazardous emissions, increase energy efficiency and lower the carbon intensity of on- and off-road combustion engine systems. With a continuing focus on innovation-driven commercialization and global expansion, CDTi’s breakthrough Powder-to-Coat (P2C™) technology exploits the Company’s high-performance, advanced low-platinum group metal (PGM) emission reduction catalysts. Key technology platforms include Mixed Phase Catalyst (MPC ® ), Base Metal Activated Rhodium Support (BMARS™), Synergized PGM (SPGM™), Zero PGM (ZPGM™) and Spinel™. For more information, please visit www.cdti.com .

 

Contact Information:

Moriah Shilton or Kirsten Chapman

Phone: 415-433-3777

Email: cdti@lhai.com