Plastic2Oil, Inc. (Form: 8-K, Received: 05/05/2015 17:33:20)

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): May 1, 2015

		PLASTIC2OIL, 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 Street 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:

[ ] 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))

Section 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On May 1, 2015, Plastic2Oil, Inc. (the “Company”) entered into an amendment (the “Amendment”) of the four related agreements with EcoNavigation, LLC (“EcoNavigation”), as described in the Company’s Current Report on Form 8-K dated January 2, 2015. The sole purpose of the Amendment is to extend the term of the pilot program from 120 days to 210 days. The extension was necessitated by events described in the press release attached hereto as Exhibit 99.1.

The foregoing description of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of such agreements, copies of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4 and are incorporated by reference herein.

Section 8 — Other Events

Item 8.01 Other Events

Press Release

On May 4, 2015, the Company’s Chief Executive Officer issued a letter to stockholders describing certain business updates, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The exhibits required by this item are listed on the Exhibit Index hereto.

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.

	Plastic2Oil, Inc.

May 5, 2015	By:	/s/ Richard Heddle
	Name:	Richard Heddle
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
10.1		Equipment Supply Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC.

10.2		Catalyst Supply Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC.

10.3		Technology License and Referral Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC.

10.4		MMRU Agreement Amendment, dated May 1, 2015, by and between the Company and EcoNavigation LLC.

99.1		Press Release of Plastic2Oil, Inc. dated May 5, 2015.

Exhibit No: 10.1

Amendment to Sections 27.1 and 27.2 of Equipment Supply Contract

Sections 27.1 and 27.2 of the Equipment Supply Contract effective January 2, 2015 between the undersigned parties are hereby amended as follows:

Section 27.1

Section 27.1 currently reads as follows:

Pilot Program Contingency . Customer’s obligations under this Contract shall be and hereby are contingent upon the institution, completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (a “ Pilot Program ”) whereby Customer shall utilize, on terms mutually agreeable to P2O and Customer, P2O’s facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Customer’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Contract by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 27.1 is amended to read as follows:

Pilot Program Contingency . Customer’s obligations under this Contract shall be and hereby are contingent upon the institution, completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (a “ Pilot Program ”) whereby Customer shall utilize, on terms mutually agreeable to P2O and Customer, P2O’s facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Customer’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Contract by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 27.2

Section 27.2 currently reads as follows:

Financing Contingency . Customer’s obligations under this Contract shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is thirty (30) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written notice of removal or satisfaction of the Pilot Program Contingency.

Section 27.2 is amended to read as follows:

Financing Contingency . Customer’s obligations under this Contract shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is one hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written notice of removal or satisfaction of the Pilot Program Contingency.

All other terms and conditions of the Equipment Supply Contract shall remain the same.

Dated: May 1, 2015	PLASTIC2OIL, INC., a Nevada corporation

	By:	/s/ Richard W. Heddle
		Richard W. Heddle
		President & CEO

Dated: May 1, 2015	ECONAVIGATION, LLC, a New York limited liability company

	By:	/s/ Mark D. Ragus
		Mark D. Ragus
		President

Exhibit No: 10.2

Amendment to Sections 23.1 and 23.2 of Catalyst Supply Agreement

Sections 23.1 and 23.2 of the Catalyst Supply Agreement effective January 2, 2015 between the undersigned parties are hereby amended as follows:

Section 23.1

Section 23.1 currently reads as follows:

Pilot Program Contingency . Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon the institution, completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customers option upon prior written notice to Supplier), and Customers acceptance, in its sole discretion, of the results of, of a pilot test program (a “ Pilot Program ”) whereby Customer shall utilize, on terms mutually agreeable to Supplier and Customer, Suppliers facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Customers willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Catalyst Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 23.1 is amended to read as follows:

Pilot Program Contingency . Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon the institution, completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customers option upon prior written notice to Supplier), and Customers acceptance, in its sole discretion, of the results of, of a pilot test program (a “ Pilot Program ”) whereby Customer shall utilize, on terms mutually agreeable to Supplier and Customer, Suppliers facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Customers willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Catalyst Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 23.2

Section 23.2 currently reads as follows:

Financing Contingency . Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is thirty (30) calendar days after the Effective Date, and (ii) the Initial Order (as defined in the Equipment Supply Contract) and working capital in amounts and upon terms acceptable to Customer in Customers sole discretion, on or before that date which is sixty (60) days after Customers written notice of removal or satisfaction of the Pilot Program Contingency (the “ Financing Contingency ”; the Pilot Program Contingency and the Financing Contingency are herein collectively referred to as the “ Contingencies ”).

Section 23.2 is amended to read as follows:

Financing Contingency . Customers obligations under this Catalyst Agreement shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is one hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order (as defined in the Equipment Supply Contract) and working capital in amounts and upon terms acceptable to Customer in Customers sole discretion, on or before that date which is sixty (60) days after Customers written notice of removal or satisfaction of the Pilot Program Contingency (the “ Financing Contingency ”; the Pilot Program Contingency and the Financing Contingency are herein collectively referred to as the “ Contingencies ”).

All other terms and conditions of the Catalyst Supply Agreement shall remain the same.

Dated: May 1, 2015	PLASTIC2OIL, INC., a Nevada corporation

	By:	/s/ Richard W. Heddle
		Richard W. Heddle
		President & CEO

Dated: May 1, 2015	ECONAVIGATION, LLC, a New York limited liability company

	By:	/s/ Mark D. Ragus
		Mark D. Ragus
		President

Exhibit No: 10.3

Amendment to Sections 13.1 and 13.2 of Technology License and Referral Agreement

Sections 13.1 and 13.2 of the Technology License and Referral Agreement effective January 2, 2015 between the undersigned parties are hereby amended as follows:

Section 13.1

Section 13.1 currently reads as follows:

Pilot Program Contingency . Licensee’s obligations under this Agreement shall be and hereby are contingent upon the institution, completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional thirty (30) days at Licensee’s option upon prior written notice to P2O), and Licensee’s acceptance, in its sole discretion, of the results of, of a pilot test program (the “ Pilot Program ”), whereby Licensee shall utilize, on terms mutually agreeable to P2O and Licensee, P2O’s facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Licensee’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 13.1 is amended to read as follows:

Pilot Program Contingency . Licensee’s obligations under this Agreement shall be and hereby are contingent upon the institution, completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional thirty (30) days at Licensee’s option upon prior written notice to P2O), and Licensee’s acceptance, in its sole discretion, of the results of, of a pilot test program (the “ Pilot Program ”), whereby Licensee shall utilize, on terms mutually agreeable to P2O and Licensee, P2O’s facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Licensee’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 13.2

Section 13.2 currently reads as follows:

Financing Contingency . Licensee’s obligations under this Agreement shall be and hereby are contingent upon Licensee obtaining funding for (i) the Pilot Program on terms acceptable to Licensee in its sole discretion, on or before that date which is thirty (30) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Licensee in Licensee’s sole discretion, on or before that date which is sixty (60) days after Licensee’s written notice of removal or satisfaction of the Pilot Test Contingency.

Section 13.2 is amended to read as follows:

Financing Contingency . Licensee’s obligations under this Agreement shall be and hereby are contingent upon Licensee obtaining funding for (i) the Pilot Program on terms acceptable to Licensee in its sole discretion, on or before that date which is one hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Licensee in Licensee’s sole discretion, on or before that date which is sixty (60) days after Licensee’s written notice of removal or satisfaction of the Pilot Test Contingency.

All other terms and conditions of the Technology License and Referral Agreement shall remain the same.

Dated: May 1, 2015	PLASTIC2OIL, INC., a Nevada corporation

	By:	/s/ Richard W. Heddle
		Richard W. Heddle
		President & CEO

Dated: May 1, 2015	ECONAVIGATION, LLC, a New York limited liability company

	By:	/s/ Mark D. Ragus
		Mark D. Ragus
		President

Exhibit No: 10.4

Amendment to Sections 13.13.1 and 13.13.2 of Monitoring, Maintenance, Repair and Upgrade Agreement

Sections 13.13.1 and 13.13.2 of the Monitoring, Maintenance, Repair and Upgrade Agreement effective January 2, 2015 between the undersigned parties are hereby amended as follows:

Section 13.13.1

Section 13.13.1 currently reads as follows:

Pilot Program Contingency . Customer’s obligations under this Agreement shall be and hereby are contingent upon the institution, completion by that date which is one hundred twenty (120) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (the “ Pilot Program ”), whereby Customer shall utilize, on terms mutually agreeable to P2O and Customer, P2O’s facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Customer’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 13.13.1 is amended to read as follows:

Pilot Program Contingency . Customer’s obligations under this Agreement shall be and hereby are contingent upon the institution, completion by that date which is two hundred ten (210) days after the Effective Date (which date may be extended for an additional thirty (30) days at Customer’s option upon prior written notice to P2O), and Customer’s acceptance, in its sole discretion, of the results of, of a pilot test program (the “ Pilot Program ”), whereby Customer shall utilize, on terms mutually agreeable to P2O and Customer, P2O’s facility (the “ Test Facility ”) at 20 Iroquois Street, Niagara Falls, New York (the “ Pilot Program Contingency ”) to ascertain Customer’s willingness to go forward with the transactions contemplated herein, and, if so ascertained, to establish Minimum Performance Levels for the Initial Order and using the relevant feedstock. Immediately upon the execution and delivery of this Agreement by the parties hereto, the parties shall in good faith diligently negotiate the terms of an agreement for use of the Test Facility for the Pilot Program.

Section 13.13.2

Section 13.13.2 currently reads as follows:

Financing Contingency . Customer’s obligations under this Agreement shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is thirty (30) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written notice of removal or satisfaction of the Pilot Program Contingency.

Section 13.13.2 is amended to read as follows:

Financing Contingency . Customer’s obligations under this Agreement shall be and hereby are contingent upon Customer obtaining funding for (i) the Pilot Program on terms acceptable to Customer in its sole discretion, on or before that date which is one hundred twenty (120) calendar days after the Effective Date, and (ii) the Initial Order and working capital in amounts and upon terms acceptable to Customer in Customer’s sole discretion, on or before that date which is sixty (60) days after Customer’s written notice of removal or satisfaction of the Pilot Program Contingency.

All other terms and conditions of the Monitoring, Maintenance, Repair and Upgrade Agreement shall remain the same.

Dated: May 1, 2015	PLASTIC2OIL, INC., a Nevada corporation

	By:	/s/ Richard W. Heddle
		Richard W. Heddle
		President & CEO

Dated: May 1, 2015	ECONAVIGATION, LLC, a New York limited liability company

	By:	/s/ Mark D. Ragus
		Mark D. Ragus
		President

EXHIBIT: 99.1

Letter to Plastic2Oil Stockholders from Richard Heddle, Chief Executive Officer

NIAGARA FALLS, NY, May 5, 2015 (GLOBENEWSWIRE)

To our valued Plastic2Oil, Inc. (PTOI) stockholders:

I am pleased to provide you with this update regarding the business of Plastic2Oil, Inc. (P2O). As you know, on January 2, 2015, we announced that we had contracted to sell up to six processors to EcoNavigation LLC upon the completion of a pilot study. Shortly afterward, EcoNavigation presented P2O with several promising opportunities and currently P2O and EcoNavigation are involved in multiple, complex negotiations for the potential sale and implementation of P2O processors with several end-users and organizations.

P2O and EcoNavigation began discussions with a firm in the southern U.S. regarding a development project that has the potential for the deployment of more than 30 processors over the proposed project development period. This project has required significant attention from the P2O, EcoNavigation, and O’Brien & Gere project opportunity team. Assuming P2O consummates the deal, the anticipated testing requirements will be a three to five day run of the firm’s specific feedstock. If testing is successful, we are expecting an initial purchase order for 12 processors for phase one of the project. In light of this new opportunity presented by EcoNavigation and the expanded scope of our relationship, we have agreed to extend our agreement with EcoNavigation for an additional ninety days under our current terms.

In addition to the above, a third opportunity for a three processor site, located in the northern states, is being worked on by the above mentioned project opportunity team, and is very close to completion. EcoNavigation continues final negotiations and work on structuring and financing.

Although there can be no assurance that our current negotiations will result in definitive agreements or successful sales, I am personally optimistic and so I wanted to share this information with you. I encourage all investors to review P2O’s periodic filings made with the Securities and Exchange Commission in order to keep apprised of any further developments.

Lastly, I am also pleased to inform you that P2O intends to engage O’Brien & Gere ( www.OBG.com ), one of the leading EPC consulting firms, for these upcoming opportunities. O’Brien & Gere’s Advanced Manufacturing business should provide us the capability to scale-up our technology and integrate it into a fully operational manufacturing facility. In addition, its full-service engineering capabilities, project management and control system integration round out our capabilities to deliver efficient and cost-effective solutions to our customers.

I want to offer my personal thanks for the regular and extremely valuable contributions made by our employees, management, Board of Directors and investors. I also look forward to seeing you and sharing with you further developments at our 2015 annual stockholders meeting, which is being planned for late this summer. Formal notice and other details of the meeting will be presented in our proxy statement that will be made available to our stockholders and filed with the Securities and Exchange Commission.

	Sincerely,

	Richard Heddle, President & CEO

About Plastic2Oil

Plastic2Oil, Inc. (“P2O”) is an innovative North American fuel company that transforms unsorted, unwashed waste plastic into ultra-clean, ultra-low sulphur fuel without the need for refinement. The Company’s patent-pending Plastic2Oil® (P2O®) process is a commercially viable, scalable proprietary process designed to provide immediate economic benefit for industry, communities and government organizations with waste plastic recycling challenges. For further information, please visit www.plastic2oil.com.

With its revolutionary P2O technology, P2O has pioneered a process that has the ability to change the way the world handles waste plastic and plastic recycling. P2O is committed to environmental sustainability by diverting plastic waste from landfill and potential incineration.

The Company is also committed to the creation of green employment opportunities and a reduction in the cost of plastic recycling programs for municipalities and business.

U.S. investors can find current financial disclosure and Real-Time Level 2 quotes at http://www.otcmarkets.com/stock/PTOI/quote.

FORWARD-LOOKING STATEMENTS

The information presented in this Press Release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, which involve a number of risks and uncertainties. Forward-looking statements include, but are not limited to, statements with respect to management’s current beliefs, plans, strategies, objectives, goals and expectations, including expectations about the future financial or operating performance of Plastic2Oil, Inc. (the “Company”) and its projects, sales, vendor and customer contracts, capital expenditures, capital needs, government regulation of the industry, environmental risks, limitations of insurance coverage, and the timing and possible outcome of regulatory matters, including the granting of patents and permits. Words such as “expect”, “anticipate”, “intend”, “attempt”, “may”, “will”, “plan”, “believe”, “seek”, “estimate”, and variations of such words and similar expressions are intended to identify such forward-looking statements.

The potential risks and uncertainties that could cause actual results to differ materially from those expressed, implied or forecasted herein may include, without limitation, risks associated with general business, economic, competitive, political and social uncertainties; risks associated with changes in project parameters as plans continue to be refined; risks associated with failure of plant, equipment or processes to operate as anticipated; risks associated with accidents or labor disputes; risks associated in delays in obtaining governmental approvals or financing, or in the completion of development or construction activities; risks associated with financial leverage and the availability of capital; risks associated with the price of commodities and the inability of our Company to control commodity prices; risks associated with the regulatory environment within which our Company operates; risks associated with litigation including the availability of insurance; and risks posed by competition. The forward-looking statements in this press release are made as of the date of this press release. 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.

The Company urges readers of this press release to consider carefully the disclosures in the Company’s filings with the Securities and Exchange Commission, including the Company’s Annual Report on Form 10-K, which was filed on March 31, 2015.