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):  August 10, 2016

 

QUEST RESOURCE HOLDING CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Nevada

 

001-36451

 

51-0665952

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

3481 Plano Parkway

The Colony, Texas

 

75056

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (972) 464-0004

 

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))

 

 

 

 

 

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

 

On August 10, 2016, we filed amended and restated articles of incorporation with the Secretary of State of the state of Nevada to effect a 1-for-8 reverse stock split of our common stock.  At our 2016 Annual Meeting of Stockholders, our stockholders approved a proposal to authorize our Board of Directors to amend our articles of incorporation to effect an up to 1-for-10 reverse stock split of our common stock, with the exact ratio to be determined by our Board of Directors in its discretion at any time prior to August 29, 2016.  Our Board of Directors subsequently determined that a 1-for-8 reverse stock split of our common stock would be in the best interests of our company and our stockholders in order to regain compliance with Nasdaq Listing Rule 5555(a)(2), which requires us to maintain a minimum closing bid price of $1.00 per share, or the Minimum Bid Price Requirement.  To regain compliance with the Minimum Bid Price Requirement, the bid price of our common stock has to close at or above $1.00 per share for a minimum of 10 consecutive business days prior to our extended compliance deadline of August 29, 2016.

 

 

The reverse split became effective as of 5:00 p.m. Eastern time on Wednesday, August 10, 2016, or the Effective Time.  At the Effective Time, each lot of eight shares of common stock issued and outstanding immediately prior to the Effective Time were, automatically and without any further action on the part of our stockholders, converted into and became one share of common stock, and each certificate which, immediately prior to the Effective Time represented pre-reverse split shares, was deemed cancelled and, for all corporate purposes, was deemed to evidence ownership of post-reverse split shares.  In lieu of issuing any fractional shares, we will round up to the nearest whole share in the event a stockholder would be entitled to receive less than one share of common stock.

 

 

Our transfer agent will act as exchange agent for purposes of implementing the exchange of stock certificates.  A letter of transmittal has been sent to our stockholders of record as of the Effective Time for purposes of surrendering to the transfer agent certificates representing pre-reverse split shares in exchange for certificates representing post-reverse split shares in accordance with the procedures set forth in the letter of transmittal.   No new certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s), together with the properly completed and executed letter of transmittal to the exchange agent.  From and after the Effective Time, any certificates formerly representing pre-reverse split shares that are submitted for transfer, whether pursuant to a sale, other disposition, or otherwise, will be exchanged for certificates representing post-reverse split shares.

 

 

At the Effective Time, each outstanding right, option, or warrant to acquire or purchase shares of common stock was converted into a right, option, or warrant to acquire or purchase one share of common stock for each eight shares of common stock that could have been acquired or purchased pursuant to the conversion or exercise of that right, option, or warrant immediately prior to the Effective Time, rounded to the nearest whole share, with no cash payment being made in respect of such rounding, and with the conversion ratio or exercise price being adjusted accordingly.

 

 

The foregoing description of the amended and restated articles of incorporation is qualified in its entirety by reference to the amended and restated articles of incorporation, a copy of which is filed as Exhibit 3.1(b) to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

On August 11, 2016, we issued a press release, attached hereto as Exhibit 99.1, announcing the reverse stock split of our common stock.

 

Item 9.01.  Financial Statements and Exhibits.

 

(a)

Financial Statements of Business Acquired .

Not applicable.

 

(b)

Pro Forma Financial Information .

Not applicable.

 

(c)

Shell Company Transactions .

Not applicable.

 

 

(d)

Exhibits.  

 

Exhibit

Number

 

Exhibits

3.1(b)

 

Third Amended and Restated Articles of Incorporation of Quest Resource Holding Corporation

99.1

 

Press Release of Quest Resource Holding Corporation, dated August 11, 2016, entitled “Quest Resource Holding Corporation Announces 1-for-8 Reverse Stock Split”

 

 

 


 

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: August 11, 2016

 

 

 

QUEST RESOURCE HOLDING CORPORATION

 

 

 

 

 

 

 

 

By:

 

/s/ Laurie L. Latham

 

 

 

 

 

 

Laurie L. Latham

 

 

 

 

 

 

Senior Vice President and Chief Financial Officer

 


 

EXHIBIT INDEX

 

3.1(b)

Third Amended and Restated Articles of Incorporation of Quest Resource Holding Corporation

99.1

Press Release of Quest Resource Holding Corporation, dated August 11, 2016, entitled “Quest Resource Holding Corporation Announces 1-for-8 Reverse Stock Split”

 

 

Exhibit 3.1(b)

 

 

 

 

 

THIRD AMENDED AND RESTATED

ARTICLES OF INCORPORATION

OF

QUEST RESOURCE HOLDING CORPORATION

 

 

1. Name .  The name of the corporation is Quest Resource Holding Corporation (the “Corporation”).

 

2. Purpose .  The purpose for which this Corporation is organized is the transaction of any lawful business for which corporations may be incorporated under the laws of Nevada, as they may be amended from time to time.

 

3. Total Shares Authorized to Issue .  The Corporation is authorized to issue two classes of stock to be designated as “Common Stock” and “Preferred Stock,”  The total number of shares of Common Stock which the Corporation is authorized to issue is Two Hundred Million (200,000,000) shares, par value $0.001 per share.  The total number of shares of Preferred Stock which this Corporation is authorized to issue is Ten Million Shares (10,000,000) shares, par value $0.001 per share, to be designated in classes or series and the number of each class or series and the voting powers, designations, preferences, limitations, restrictions, relative rights, and distinguishing designation of each class or series of stock as the Board of Directors shall determine in its sole discretion.

Upon the effectiveness of these Third Amended and Restated Articles of Incorporation (the “Effective Date”), each eight (8) shares of Common Stock, par value $0.001, of this Corporation’s issued and outstanding Common Stock at the close of business on the Effective Date shall be converted into one (1) share of fully paid and nonassessable Common Stock of the Corporation, without change in the aggregate number of shares of Common Stock the Corporation shall be authorized to issue pursuant to this Article 3.  Each stockholder (the “Qualifying Stockholders”) who would be entitled to a fraction of a share of Common Stock as a result of the conversion (the “Share Fraction”) will not be issued a certificate for such Share Fraction but in exchange for the cancellation of their Share Fraction each Qualifying Stockholder will receive one (1) share of fully paid and nonassessable Common Stock.

4. Statutory Agent .  The name and address of the statutory agent of the Corporation is CSC Services of Nevada, Inc., 2215-B Renaissance Drive, Las Vegas, Nevada 89119.

 

5. Board of Directors .  The business and affairs of the Corporation shall be conducted by a Board of Directors.  The number of directors of the Corporation shall be fixed as set forth in the bylaws of the Corporation and may be increased or decreased from time to time by resolution of the Board of Directors.  The Board of Directors shall be divided into three classes, as nearly equal in number as possible, designated Class I, Class II, and Class III.  Class I directors shall serve until the 2019 meeting of stockholders; Class II directors shall serve until the 2017 meeting of stockholders; and Class III directors shall serve until the 2018 meeting of stockholders.  Directors of each class, the term of which shall then expire, shall be elected to hold office for a three-year term and until the election and qualification of their respective successors in office. In the case of any increase or decrease, from time to time, in the number of directors, the number of directors in each class shall be apportioned as nearly equal as possible.  Any director chosen to fill a vacancy or newly created directorship shall hold office until the next election of the class for which such director shall have been chosen and until his or her successor shall be elected and qualified or until their earlier death, resignation, disqualification, or removal.

 

6. Limitation of Liability .  To the fullest extent permitted by the Nevada Revised Statutes, as the same exist or may hereafter be amended, a director or officer of the Corporation shall not be liable to the Corporation or its stockholders or creditors for any damages as a result of any act or failure to act in his capacity as a director or officer, unless it is proven that his act or failure to act constituted a breach of his fiduciary duties as a director or officer and his breach of

 

 

those duties involved intentional misconduct, fraud, or a knowing violation of law.  No repeal, amendment, or modification of this article, whether direct or indirect, shall eliminate or reduce its effect with respect to any act or omission of a director or officer of the Corporation occurring prior to such repeal, amendment, or modification.

 

7. Amendments .  The Corporation reserves the right to amend, alter, change, or repeal all or any portion of the provisions contained in these articles of incorporation from time to time in accordance with the laws of the state of Nevada, and all rights conferred on stockholders herein are granted subject to this reservation.

 

EXECUTED this 10 th day of August, 2016.

 

 

By: /s/ Laurie L. Latham

Laurie L. Latham

Senior Vice President and Chief Financial Officer

 

 

 

 

Exhibit 99.1

 

Quest Resource Holding Corporation Announces 1-for-8 Reverse Stock Split

 

THE COLONY, TX — Aug. 11, 2016 — Quest Resource Holding Corporation (NASDAQ: QRHC) (“Quest”) announced today that a 1-for-8 reverse stock split of its common stock became effective at 5:00 p.m., Eastern time, on Wednesday, August 10, 2016.

Upon the effectiveness of the reverse stock split, each lot of eight shares of Quest’s common stock was converted into and became one share of common stock. In lieu of issuing any fractional shares, Quest will round up to the nearest whole share in the event a stockholder would be entitled to receive less than one share of common stock.

“We believe this reverse stock split is an important step in attracting a broader spectrum of investors and will enable us to maintain our NASDAQ presence,” commented Ray Hatch, President and Chief Executive Officer of Quest. "Our board and management view our NASDAQ listing as an important factor in supporting stock liquidity and as a foundation for supporting stockholder value as we execute on our growth strategy.”  

The reverse stock split is designed to lead Quest’s common stock to trade at approximately eight times the price per share at which it traded prior to the effectiveness of the reverse stock split. Quest, however, cannot assure that the price of its common stock after the reverse stock split will reflect the 1-for-8 reverse stock split ratio, that the price per share following the effective time of the reverse stock split will be maintained for any period of time, or that the price will remain above the pre-reverse stock split trading price.

Prior to the reverse stock split, there were 118,756,012 shares of Quest’s common stock outstanding. Effecting the 1-for-8 reverse stock split will reduce that amount to approximately 14,844,502. The reverse stock split will not change the number of shares of Quest’s authorized common stock or preferred stock, which will remain at 200,000,000 shares and 10,000,000 shares, respectively.

The number of common shares related to Quest’s outstanding stock options, warrants, and restricted stock, as well as the relevant exercise price per share, will be proportionally adjusted to reflect the reverse stock split. The number of shares authorized for issuance under Quest’s equity incentive plans will also be proportionally reduced to reflect the reverse stock split.

Quest has retained its transfer agent, Continental Stock Transfer & Trust Company (“Continental”), to act as its exchange agent for the reverse stock split. Continental will provide stockholders of record as of the effective date of the reverse stock split a letter of transmittal providing instructions for the exchange of stock certificates. Stockholders owning shares via a broker or other nominee will have their positions adjusted to reflect the reverse stock split, without being required to take any action in connection with the reverse stock split.

At the 2016 Annual Meeting of Stockholders, held on June 15, 2016, stockholders approved a proposal to authorize Quest’s Board of Directors to amend its articles of incorporation to effect an up to 1-for-10 reverse stock split of its common stock, with the exact ratio to be determined by the Board of Directors in its discretion at any time prior to August 29, 2016. The 1-for-8 reverse stock split was approved by Quest's Board of Directors on August 9, 2016.

Additional information regarding Quest’s reverse stock split is available in the Definitive Proxy Statement filed by Quest with the Securities and Exchange Commission on April 29, 2016.

###

 

 

About Quest Resource Holding Corporation
Quest provides businesses with one-stop management programs to reuse, recycle, and dispose of a wide variety of waste streams and recyclables generated by their businesses. Quest's comprehensive reuse, recycling, and proper disposal management programs are designed to enable regional and national customers to have a single point of contact for managing a variety of waste streams and recyclables. Quest also operates environmentally based social media and online data platforms that contain information and instructions necessary to empower consumers and consumer product companies to recycle or properly dispose of hou sehold products and materials. Quest's directory of local recycling and proper disposal options empowers consumers directly and enables consumer product companies to empower their customers by giving them the guidance necessary for the proper recycling or disposal of a wide range of household products and materials, including the "why, where, and how" of recycling.

Safe Harbor Statement

This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, which provides a "safe harbor" for such statements in certain circumstances. The forward-looking statements include statements or expectations regarding our belief that this reverse stock split is an important step in attracting a broader spectrum of investors and will enable us to maintain our NASDAQ presence; our belief that our board and management view our NASDAQ listing as an important factor in supporting stock liquidity and as a foundation for supporting stockholder value as we execute on our growth strategy; and our expectation that the reverse stock split is designed to lead our common stock to trade at approximately eight times the price per share at which it traded prior to the effectiveness of the reverse stock split. These statements are based on our current expectations, estimates, projections, beliefs, and assumptions. Such statements involve significant risks and uncertainties. Actual events or results could differ materially from those discussed in the forward-looking statements as a result of various factors, including, but not limited to, competition in the environmental services industry, the impact of the current economic environment, and other factors discussed in greater detail in our filings with the Securities and Exchange Commission (“SEC”), including our Annual Report on Form 10-K for the year ended December 31, 2015. You are cautioned not to place undue reliance on such statements and to consult our SEC filings for additional risks and uncertainties that may apply to our business and the ownership of our securities. Our forward-looking statements are presented as of the date made, and we disclaim any duty to update such statements unless required by law to do so.

Investor Relations Contact:

John Liviakis

Liviakis Financial

415-389-4670

john@liviakis.com