8-K 1 form8k.htm FORM 8-K HYBRID Coating Technologies Inc.: Form 8-K - Filed by newsfilecorp.com

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 19, 2014

HYBRID COATING TECHNOLOGIES INC. 
(Exact name of registrant as specified in its charter)

Nevada 000-53459 20-3551488
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

950 John Daly blvd, Suite 260, Daly City, CA 94015 94015
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (650) 491-3449

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))


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On May 6, 2014, Hybrid Coating Technologies Inc. (the “Company”), through its wholly owned subsidiary Nanotech Industries International Inc. (“NTI”), and Nanotech Industries Inc. (the “Licensor”) entered into an Eighth Amendment (“Eighth Amendment Agreement”) to the Licensing Agreement previously entered into by and between the Parties on July 12, 2010, amended on March 17, 2011, on July 7, 2011, on June 28, 2013, on December 13, 2013, on March 31, 2014, on April 9, 2014 and on May 6, 2014. The Licensing Agreement was previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 18, 2011, the Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K on March 21, 2011, the Second Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K on July 8, 2011, the Third Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 28, 2013, the Fourth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 13, 2013, the Fifth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 1, 2014, the Sixth Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 10, 2014 and the Seventh Amendment to the Licensing Agreement was filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 6, 2014. The Eighth Amendment to the Licensing Agreement is intended to modify the Licensing Agreement as follows and no other changes are being made by means of this filing:

  1.

Pursuant to the terms of the Agreement, NTI was granted the option of Exclusivity for various territories in consideration for the issuance of Exclusivity Shares to be issued to the Licensor. This Eighth Amendment Agreement expands the definition of the Exclusivity Shares to include warrants at the sole discretion of the Licensor, which warrants shall include a cashless exercise and be exercisable at a price per share equal to the Common Stock par value and expiring 10 years from the date of issuance (“Warrants”).

     
  2.

The following terms in Section 3 of the Licensing Agreement are henceforth with defined as follows: The America-Europe Exclusivity Shares defined as meaning the 52.5% ownership in NTI to be issued as consideration for Exclusivity in America and Europe, shall be issuable in an aggregate number of shares and/or Warrants at the sole discretion of the Licensor, such that the aggregate number of shares and/or Warrants to be issued would result in a 52.5% ownership stake in NTI were the Warrants fully exercised at the time of issuance.

     
  3.

The Asia Exclusivity Shares, defined as meaning the additional 10% ownership stake in NTI to be issued as consideration for Exclusivity in Asia, shall be issuable in an aggregate number of shares and/or Warrants at the sole discretion of the Licensor, such that the aggregate number of shares and/or Warrants to be issued would result in an additional 10% ownership stake in NTI were the Warrants fully exercised at the time of issuance.

     
  4.

The 15% Share Issuance, defined as meaning the additional 15% ownership stake in NTI to be issued as consideration for Exclusivity for the Sale and Manufacturing of SFI (as defined in the Agreement), shall be issuable in an aggregate number of shares and/or Warrants at the sole discretion of the Licensor, such that the aggregate number of shares and/or Warrants to be issued would result in an additional 15% ownership stake in NTI were the Warrants fully exercised at the time of issuance.



ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

Exhibit No.  

Description

4.1  

Form of Warrant (pursuant to Regulation D)

     
4.2  

Form of Warrant (pursuant to Regulation S)

     
10.1  

Eighth Amendment to the Licensing Agreement, dated August 19 , 2014

     
10.2  

Licensing Agreement, dated July 12, 2010 (1)

     
10.3  

Amendment to the Licensing Agreement, dated March 17, 2011 (2)

     
10.4  

Second Amendment to the Licensing Agreement, dated July 7, 2011 (3)

     
10.5  

Third Amendment to the Licensing Agreement, dated June 28, 2013 (4)

     
10.6  

Fourth Amendment to the Licensing Agreement, dated December 13, 2014 (5)

     
10.7  

Fifth Amendment to the Licensing Agreement, dated March 31 , 2014 (6)

     
10.8  

Sixth Amendment to the Licensing Agreement, dated April 9 , 2014 (7)

     
10.9  

Seventh Amendment to the Licensing Agreement, dated May 6 , 2014 (8)

Note

(1)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on October 18, 2011.
(2)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on March 21, 2011.
(3)Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on July 8, 2011.
(4) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on June 28, 2013.
(5) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on December 13, 2013.
(6) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 1, 2014.
(7) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on April 10, 2014.
(8) Previously filed with the SEC as an exhibit to our Current Report on Form 8-K filed on May 6, 2014.


SIGNATURE

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 19, 2014 HYBRID COATING TECHNOLOGIES INC.
   
  By:/s/:Joseph Kristul
         Joseph Kristul
         President and Chief Executive Officer