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):      January 11, 2013
 
   
JBI, Inc.
   
   
(Exact name of registrant as specified in its charter)
   
         
Nevada
 
000-52444
 
90-0822950
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of incorporation)
 
File Number)
 
Identification No.)
  
       
20 Iroquois St
Niagara Falls, NY
     
14303
(Address of principal executive offices)
     
(Zip Code)
 
Registrant’s telephone number, including area code:  (716) 278-0015
 
N/A

  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:
 
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))
 
 
 

 
 
Section 1 – Registrant’s Business and Operations
 
Item 1.01   Entry into a Material Definitive Agreement.

Between January 11, 2013 and January 16, 2013, JBI, Inc., a Nevada corporation (the “Company”), entered into Subscription Agreements (the “Purchase Agreements”) with several “accredited investors” in connection with its private placement (the “Offering”) previously reported in the Company’s Current Report on Form 8-K, dated December 31, 2012 (the “Initial Report”), and consummated the sale of 1,153,556 additional shares of the Company’s Series B Convertible Preferred Stock, $0.001 par value per share (the “Series B Preferred Stock”), for additional gross proceeds of $4,037,446.  As a result of the additional sales, the total number of shares sold in the Offering is 2,300,000 for aggregate gross proceeds of approximately $8.05 million .

In connection with the additional closings, on January 11, 2013, the Company filed with the Secretary of State of the State of Nevada a Certificate of Amendment to the Certificate of Designations of the Series B Preferred Stock (the “Amended Series B Designation”) in order to designate an additional 300,000 shares of preferred stock of the Company as Series B Preferred Stock. As a result of the Amended Series B Designation, a total of 2,300,000 shares have been designated as Series B Preferred Stock. 

On January 17, 2013 the Company issued a press release announcing the execution of Purchase Agreements for the sale of shares of Series B Preferred Stock in the additional closings of the Offering. A copy of the press release is attached hereto as Exhibit 99.1.

The foregoing summary of the additional closings in the Offering and the securities to be issued in connection therewith, does not purport to be complete and is qualified in its entirety by reference to the Amended Series B Designation, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1, the description of the Offering contained in the Initial Report and the original Certificate of Designation of the Series B Preferred Stock and the form of Purchase Agreement, copies of which were attached to the Initial Report as Exhibits 3.1 and 10.1, respectively.
 
Section 3 — Securities and Trading Markets

Item 3.02   Unregistered Sales of Equity Securities.

In connection with the transactions described in Item 1.01, the Company agreed to issue the shares of Series B Preferred Stock described therein.  Such issuances were made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder on the basis that the issuances did not involve a public offering and the Purchasers made certain representations to the Company in the Purchase Agreements, including without limitation, that the Purchasers were “accredited investors” as defined in Rule 501 under the Act.
 
Section 5 — Corporate Governance and Management

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

Amended Certificate of Designation of Series B Convertible Preferred Stock
 
In connection with the Offering, on January 11, 2012, the Company approved and filed the Amended Series B Designation with the Secretary of State of the State of Nevada.  The description of the Amended Series B Designation set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.  A copy of the Amended Series B Designation is filed as Exhibit 3.1 to this Current Report on Form 8-K.
 
Section 9 — Financial Statements and Exhibits

Item 9.01   Financial Statements and Exhibits.

(d)           Exhibits
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment to Certificate of Designation of Series B Convertible Preferred Stock of JBI, Inc.
99.1
 
Press Release dated January 17, 2013.
 
 
 

 
 
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
JBI, Inc.
   
January 17, 2013  
By:
/s/ Matthew J. Ingham
 
Name:  
Matthew J. Ingham
 
Title: 
Chief Financial Officer
 
 
 

 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
3.1
 
Certificate of Amendment to Certificate of Designation of Series B Convertible Preferred Stock of JBI, Inc.
99.1
 
Press Release dated January 17, 2013.
 


 

Exhibit 3.1
 
 
 
 
Exhibit 99.1
JBI, Inc. Increases Maximum and Completes Series B Private Placement with Additional $4 Million

Niagara Falls, New York, January 17, 2013 -- JBI, Inc. (“JBI” or the “Company”) is pleased to announce that between January 11, 2013 and January 17, 2013 it entered into subscription agreements with accredited investors and consummated the sale of 1,153,556 additional shares of the Company’s Series B Convertible Preferred Stock for additional gross proceeds of $4,037,446.  As a result of the additional sales, a total of 2.3 million shares were sold in the Series B Offering for aggregate gross proceeds of $8.05 million.

On January 11, 2013, the Company designated an additional 300,000 shares of preferred stock as Series B Preferred Stock. As a result of the Amended Series B Designation, a total of 2,300,000 shares have been designated as Series B Preferred Stock.
 
Kevin Rauber, JBI CEO commented, “We are pleased with the positive investor response which allowed us to not only meet, but to exceed our original goals for this raise.  This funding is key to continued execution of our plans.”

More information about this financing can be found in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on January 17, 2013.
 
About JBI, Inc.
 
JBI, Inc. is a leading clean energy company that recycles waste plastic into liquid fuels. JBI’s proprietary Plastic2Oil technology can deliver economic and environmental benefits by replacing refined fuels and diverting waste plastic from landfills.   For further information, please visit www.plastic2oil.com.
 
Forward Looking Statements
 
This press release contains statements, which may constitute "forward looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, as amended by the Private Securities Litigation Reform Act. The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees as of 1995. Those statements include statements regarding the intent, belief or current expectations of JBI, and members of its management as well as the assumptions on which such statements are based, including the expected timing of the Company's Form 10-K, execution of the proposed agreements described above and consummation of the transactions contemplated by such agreements. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Such risks include, but are not limited to: (1) JBI has a history of net losses, and may not be profitable in the future; (2) JBI may not be able to obtain necessary licenses, rights and permits required to develop or operate our Plastic2Oil business, and may encounter environmental or occupational, safety and health conditions or requirements that would adversely affect its business; and (3) JBI may experience delays in the commercial operations of its Plastic2Oil machines and there is no assurance that they can be operated profitably. For a more detailed discussion of such risks and other factors, see the Company's Annual Report on Form 10-K, filed with the SEC on March 19, 2012, as amended on April 30, 2012, and its other SEC filings. The Company undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results.
 
CONTACT

Chris Irons
JBI, Inc. Investor Relations
1.716.471.5995

MEDIA INQUIRIES

media@jbi.net or please visit the JBI, Inc. Newsroom at http://www.plastic2oil.com