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): October 7, 2015
CLEAN DIESEL TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-33710
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06-1393453
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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1621 Fiske Place
Oxnard, California, 93033
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(Address of Principal Executive Offices) (Zip Code)
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement.
On October 7, 2015, Clean Diesel Technologies, Inc. (the “Company”)
entered into a letter agreement (the “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 October 1, 2016 in the aggregate principal
amount of $1,500,000 was extended to October 1, 2018; (ii) the maturity date on the outstanding 8% subordinated convertible note
due on October 1, 2016 in the aggregate principal amount of $3,000,000 was extended to October 1, 2018; and (iii) the maturity
date on the outstanding 8% shareholder note due on October 1, 2016 in the aggregate principal amount of $3,000,000 was extended
to October 1, 2018.
Pursuant to the terms of the Agreement, the Company agreed to amend
the terms of certain outstanding warrants issued to Kanis S.A. in order to (i) extend the expiration date until November 11, 2019
and, (ii) with respect to warrants to purchase up to 75,000 shares of the Company’s common stock, reduce the exercise price
to $1.75 per share.
The foregoing description of the Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the Agreement. A copy of the Agreement is attached as
Exhibits 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On October 13, 2015, 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.
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Exhibit Number
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Description of Exhibits
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10.1
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Letter Agreement, dated October 7, 2015, by and between the Company and Kanis S.A.
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99.1
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Press Release dated October 13, 2015
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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.
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CLEAN DIESEL TECHNOLOGIES, INC.
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October 13, 2015
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By:
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/s/ David E. Shea
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Name: David E. Shea
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Title: Chief Financial Officer
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Exhibit 10.1
This letter agreement is between Kanis SA of P O Box 986, Third Floor, Geneva Place
Road Town, Tortola British Virgin Islands VG1110 and Clean Diesel Technologies, Inc.
of 1621 Fiske Place Oxnard, CA 93033 USA made 7
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October 2015.
The following documents the agreed-to changes in terms for the loans from Kanis SA to
Clean Diesel Technologies, Inc.
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Loan
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Principal
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Interest Rate
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Current Maturity Date
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Revised Maturity Date
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1
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$1,500,000
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8%
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01 October 2016
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01 October 2018
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2
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$3,000,000
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8%
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01 October 2016
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01 October 2018
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3
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$3,000,000
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8%
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01 October 2016
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01 October 2018
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In consideration for this debt extension, CDTi will adjust the existing warrants in accordance
with the table below.
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Warrant Number
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Revised
Expiration Date
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Number
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Current Strike Price
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Revised Strike Price
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12-03
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11 November 2019
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25,000
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$10.40
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$1.75
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3
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11 November 2019
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5,000
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$3.80
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$1.75
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4
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11 November 2019
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45,000
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$2.09
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$1.75
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5
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11 November 2019
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94,000
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$1.25
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Unchanged
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31
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11 November 2019
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80,000
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$1.75
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Unchanged
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Kanis SA
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Clean Diesel Technology, Inc.
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by:
/s/ Christiane Maret
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by:
/s/ David E. Shea
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by:
/s/ Daniel Berger
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its:
Chief Financial Officer
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its:
Directors
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1621 Fiske Place, Oxnard, California 93033 ●
Tel +1 805 486 4649 ● Fax +1 805 205 1333 ● www.cdti.com
EXHIBIT 99.1
CDTi Amends Loan Agreements to Extend Maturity Date
OXNARD, Calif., Oct. 13, 2015 (GLOBE NEWSWIRE) -- Clean Diesel Technologies, Inc. (Nasdaq:CDTI) ("CDTi" or "the Company"), a leader in advanced emission control technology, announced it has amended its loan agreements with Kanis SA to extend the maturity dates to October 1, 2018. The three loans, with an aggregate $7.5 million in principal and 8% interest rate, were originally set to mature on October 1, 2016.
Chris Harris, CDTi President and Chief Executive Officer, stated, "Amending and extending our loan agreements provides us with greater financial flexibility in executing our growth strategy. We believe this transaction also demonstrates our long-time investor's support and confidence in CDTi's strategy to build a global advanced catalytic materials business via our Powder-to-Coat (P2C™) business model, and shorter-term to drive sales and market share expansion in the heavy duty diesel replacement market."
In consideration of Kanis agreeing to the loan amendments, CDTi has agreed to revise the expiration date and strike price on warrants to purchase common shares. As a result, all 249,000 warrants held by Kanis will expire on Nov. 11, 2019 with the strike price for 75,000 of the warrants adjusted to $1.75. Additional detail on the amended agreements can be found on the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission today.
About CDTi
CDTi manufactures and distributes vehicle emissions control products that leverage its advanced materials technology. CDTi utilizes its proprietary technology 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. Continuing its focus on innovation and a strategy to scale its business globally, CDTi is pursuing a Powder-to-Coat (P2C™) business model that exploits 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™. CDTi is headquartered in Oxnard, California and has operations in Canada, Japan, the United Kingdom and Sweden. For more information, please visit www.cdti.com.
Forward-Looking Statements
Certain information contained in this press release constitutes forward-looking statements, including any statements contained herein that are not statements of historical fact. You can identify these forward-looking statements by the use of the words "believes", "expects", "anticipates", "plans", "may", "will", "would", "intends", "estimates", "promises", and other similar expressions, whether in the negative or affirmative. Forward-looking statements are based on a series of expectations, assumptions, estimates and projections which involve substantial uncertainty and risk. In this press release, the Company includes forward looking statements regarding CDTi's strategic plans. 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 (i) any inability by CDTi to (1) realize the benefits of investments; (2) successfully transition into an advanced materials supplier; (3) execute its strategic priorities; (4) commercialize its technology due to agreements with third parties; (5) protect its intellectual property; (6) obtain verifications, approvals or market acceptance of its products or technology; or (7) achieve anticipated results; (ii) changes in or lack of enforcement of or funding for emissions programs, regulations or standards; (iii) competitive conditions; (iv) prices of PGM and rare earth metals; (v) intellectual property infringement allegations; (vi) inability to meet emissions control standards; and (vii) 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 of such statements 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