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): September 13, 2018 (September 11, 2018)
GLYECO, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-30396 | 45-4030261 | ||
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
| 230 Gill Way Rock Hill, South Carolina |
29730 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: (866) 960-1539
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 (see General Instruction A.2. below):
| ☐ | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On September 11, 2018, Ian Rhodes resigned as Chief Executive Officer and Director of GlyEco, Inc., a Nevada Corporation (the “Company”). The resignation was for personal reasons and not due to any disagreement with the Company on any matter relating to its operations, policies or practices.
On September 11, 2018, simultaneous with Mr. Rhodes’ resignation, the Company appointed Richard Geib as President and Chief Executive Officer of the Company. As a result, Mr. Geib has resigned as the Company’s Chief Operating Officer and Executive Vice President of Additives and Glycols. The Company is currently in the process of finalizing an employment agreement with Mr. Geib to cover his new duties.
As President and Chief Executive Officer of the Company, Mr. Geib will be responsible for, among other duties: (i) overseeing the development and implementation of the Company’s short and long range strategic plans; (ii) managing the physical, financial and human resources of the Company; (iii) advising the Board of Directors of the Company (the “Board”) and keeping the Board up-to-date on the status of the Company; (iv) recommending an annual Company budget to the Board; (v) interfacing between the Board and the employees of the Company; (vi) overseeing operations; (vii) recommending and overseeing capital raises; and (viii) managing community and public relations.
Biographical information for Mr. Geib has previously been disclosed on the Company’s Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on April 2, 2018.
Family Relationships
There are no family relationships between any of the Company’s directors or officers and Mr. Geib.
Related Party Transactions
On December 27, 2016, the Company closed the acquisition of WEBA Technology Corp. (“WEBA”) pursuant to which Mr. Geib and his wife, Jennifer Geib were issued 8% Promissory Notes in an aggregate principal amount of $2.65 Million (the “WEBA Seller Notes”), $1.325 Million of which was issued to each of Mr. Geib and Ms. Geib. The WEBA Seller Notes mature on December 27, 2021, or on such earlier date as provided in the WEBA Seller Notes. As of June 30, 2018, the outstanding principal amount of the WEBA Seller Note held by each of Mr. Geib and Ms. Geib, and accrued and unpaid interest thereon, is $1,439,002.
Item 8.01 Other Events
On September 12, 2018, the Company issued a press release (the “Press Release”) announcing the appointment of Mr. Geib as the Company’s new Chief Executive Officer and Mr. Rhodes’ resignation as the Chief Executive Officer of the Company. A copy of the Press Release is attached hereto as exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Exhibits 99.1 contains forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| Exhibit 99.1 | Press Release, dated September 12, 2018 |
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.
Date: September 13, 2018
| GlyEco, Inc. | ||
| By: | /s/ Richard geib | |
| Name: | Richard Geib | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
GlyEco Announces a New CEO
ACCESSWIRE•September 12, 2018
ROCK HILL, SC / ACCESSWIRE / September 12, 2018 / GlyEco Inc.,
GlyEco Inc., a leader in additized glycol/water products, today announced that its Board of Directors has appointed Richard Geib Chief Executive Officer, President and Board member. Mr. Geib is currently GlyEco’s Chief Operating Officer, and prior to that, served as Chief Technical Officer.
Mr. Geib succeeds Ian Rhodes, who recently announced his resignation to pursue new opportunities. “I wish Dick and his team great success as they take GlyEco in some new strategic directions,” said Mr. Rhodes, adding that “The acquisition of glycol and additive business at the end of 2016 provided new strengths to fuel growth, and Mr. Geib has strong background in these areas.”
Dick began his career in the chemical industry over 40 years ago as a chemical engineer with Monsanto Company, the chemical, agrochemical, agricultural biotech and pharmaceutical company recently acquired by Bayer AG. Mr. Geib held positions of increasing responsibility over his 20 years with Monsanto, initially in engineering and manufacturing, and later after earning an MBA, in sales, marketing, major project management, and general management; in his last position at Monsanto’s European headquarters in Brussels, Mr. Geib served as Director of Process Chemicals for Europe and Africa. Dick left Monsanto in 1990, to become President of Chemical Sales Company, a dynamic chemical manufacturer and distributor in Denver, CO. Early in the 2000’s, Dick founded his own company, WEBA Technology Corp., a leader in the development, manufacture and sale of additive packages for antifreezes and heat transfer fluids. In 2006, Mr. Geib was one of the founders of Global Recycling Technologies, the predecessor company to GlyEco, and later was appointed Chief Technical Officer of GlyEco.” Mr. Geib said.
“ For the past several months, I have led, GlyEco’s strategy development group, and we have updated and expanded the company’s strategy to build upon the strengths of vertical integration afforded by the acquisition of the additives and glycol businesses. We produce the ethylene glycol base and develop additive technology for a range of downstream, additized glycol/water products, including antifreeze/coolant, heat transfer fluids, fire-resistant hydraulic fluids, metalworking fluids, tire conditioning fluids, and more; all of these markets are targets for future growth.
About GlyEco, Inc.
GlyEco is a manufacturer and marketer of glycol products sold to automotive and industrial customers throughout North America, and to a growing extent, in other world areas. We operate six facilities in the U.S., and provide technical and product solutions to help our customers grow as our business partners.