8-K/A

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT  

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 19, 2019 (January 11, 2019)

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.)
	P.O. Box 387 Institute, West Virginia	25112
	(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (304) 400-4006

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. ☐

EXPLANATORY NOTE

This amendment to the Current Report on Form 8-K (this “Form 8-K/A”) amends the Current Report on Form 8-K filed by GlyEco, Inc. (the “Company”) on January 15, 2019 (the “Original Form 8-K”), which disclosed that on January 11, 2019, pursuant to an Asset Purchase Agreement, effective as of January 11, 2019, by and among Heritage-Crystal Clean, LLC (the “Purchaser”), the Company and certain subsidiaries of the Company listed therein, the Company completed the sale of its route antifreeze collection and re-distillation business to the Purchaser (the “Asset Sale”). This Form 8-K/A is being filed to provide the required pro forma financial information required by paragraph (b) of Item 9.01 of Form 8-K.

The Company’s unaudited pro forma consolidated financial information as of and for the nine months ended September 30, 2018 and for the year ended December 31, 2017 are attached as Exhibit 99.1 to this Form 8-K/A. As the Company did not have operations for its industrial segment in 2016, the Company’s unaudited pro forma consolidated statement of operations for the year ended December 31, 2016 has not been included. The Company’s unaudited pro forma consolidated financial information was derived from the Company’s historical consolidated financial statements and give effect to the Asset Sale. The Company’s unaudited pro forma consolidated statement of operations for the year ended December 31, 2017 reflect the Company’s results as if the Asset Sale had occurred as of January 1, 2017. The Company’s unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018 reflect the Company’s results as if the Asset Sale had occurred as of January 1, 2018. The Company’s unaudited pro forma consolidated balance sheet as of September 30, 2018 reflects the Company’s financial position as if the Asset Sale had occurred on September 30, 2018.

The Company’s unaudited pro forma consolidated financial information should be read together with the Company’s historical consolidated financial statements and accompanying notes.

The “Historical” column in the Company’s unaudited pro forma consolidated financial statements reflects the Company’s historical consolidated financial statements for the periods presented and does not reflect any adjustments related to the Asset Sale.

The “Sale of the Consumer Segment” column in the Company’s unaudited pro forma consolidated financial information reflects the financial results of the Company, adjusted to reflect assets and liabilities that were sold by the Company in connection with the Asset Sale and to exclude certain general corporate overhead expenses not specifically related to the Asset Sale. Such general corporate overhead expenses do not meet the requirements to be presented in discontinued operations, and thus will be presented as part of the Company’s continuing operations.

The Company’s unaudited pro forma consolidated financial information is not intended to be a complete presentation of the Company’s financial position or results of operations had the Asset Sale occurred as of and for the periods indicated. In addition, the Company’s unaudited pro forma consolidated financial information is provided for illustrative and informational purposes only and is not necessarily indicative of the Company’s future results of operations or financial condition had the Asset Sale been completed on the dates assumed. The pro forma adjustments are based on available information and assumptions that the Company’s management believes are reasonable, that reflect the impacts of events directly attributable to the Asset Sale and related transactions and agreements, that are factually supportable, and for purposes of the Company’s unaudited pro forma consolidated statements of operations, are expected to have a continuing impact on the Company.

Item 9.01. Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

The following unaudited pro forma financial information of the Company is filed as Exhibit 99.1 to this Form 8-K/A and is incorporated herein by reference:

● Unaudited pro forma consolidated statement of operations for the nine months ended September 30, 2018;

● Unaudited pro forma consolidated statement of operations for the fiscal year ended December 31, 2017;

● Unaudited pro forma consolidated balance sheet at September 30, 2018; and

● Notes to unaudited pro forma consolidated financial information.

(d) Exhibits.

Exhibit No.	Description
Exhibit 99.1	Unaudited pro forma consolidated financial information of GlyEco, Inc.

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: February 19, 2019

GlyEco, Inc.
By:	/s/ Richard Geib
Name:	Richard Geib
Title:	Chief Executive Officer

EX-99.1

Exhibit 99.1

GLYECO, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) 

	Nine Months  Ended September 30, 2018
		Historical			Sale of the				Pro Forma
		Glyeco, Inc			Consumer				Glyeco, Inc.
		(As Reported)			Segment		NOTES		Continuing Operations
Sales, net	$	9,364,148		$	4,545,773		(a)	$	4,818,375
Cost of goods sold		8,254,589			4,513,325		(a)		3,741,264
Gross profit		1,109,559			32,448				1,077,111
Operating expenses
Consulting fees		92,511			36,935				55,576
Share-based compensation		348,515			9,062				339,453
Salaries and wages		1,730,234			1,067,456				662,778
Legal and professional		752,688			17,901				734,787
General and administrative		1,312,667			677,238				635,429
Total operating expenses		4,236,615			1,808,592		(b)		2,428,023
Loss from operations		(3,127,056	)		(1,776,144	)			(1,350,912	)
Other (income) and expense
Interest expense		572,140			15,312				556,828
Total other expense		572,140			15,312		(b)		556,828
Loss before provision for income taxes		(3,699,196	)		(1,791,456	)			(1,907,740	)
Provision for income taxes		9,735			—				9,735
Net loss	$	(3,708,931	)	$	(1,791,456	)		$	(1,917,475	)
Basic and diluted loss per share	$	(2.78	)					$	(1.44	)
Weighted average number of common shares outstanding (basic and diluted)		1,333,131							1,333,131

GLYECO, INC.

PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) 

	Year Ended December 31, 2017
	Historical			Sale of the				Pro Forma
	Glyeco, Inc			Consumer				Glyeco, Inc.
	(As Reported)			Segment			NOTES	Continuing Operations
Sales, net	$	12,072,686		$	6,265,779		(a)	$	5,806,907
Cost of goods sold		10,444,573			5,522,832		(a)		4,921,741
Gross profit		1,628,113			742,947				885,166
Operating expenses
Consulting fees		416,445			139,043				277,402
Share-based compensation		523,613			14,000				509,613
Salaries and wages		1,855,713			1,327,621				528,092
Legal and professional		901,339			105,504				795,835
Tank remediation		780,000			—				780,000
General and administrative		1,486,624			930,218				556,406
Total operating expenses		5,963,734			2,516,386		(b)		3,447,348
Loss from operations		(4,335,621	)		(1,773,439	)			(2,562,182	)
Other (income) and expense
Loss on debt extinguishment		146,564			—				146,564
Interest expense		684,429			23,377				661,052
Total other expense		830,993			23,377		(b)		807,616
Loss before provision for income taxes		(5,166,614	)		(1,796,816	)			(3,369,798	)
Provision for income taxes		14,921			—				14,921
Net loss	$	(5,181,535	)	$	(1,796,816	)		$	(3,384,719	)
Basic and diluted net loss per share	$	(0.04	)					$	(0.02	)
Weighted average number of common shares outstanding (basic and diluted)		142,212,041							142,212,041

GLYECO, INC.

PRO FORMA CONSOLIDATED BALANCE SHEET (UNAUDITED)

	September 30, 2018
	Historical			Distribution of the				Pro Forma
	Glyeco, Inc			Consumer				Glyeco, Inc.
	(As Reported)			Assets			NOTES	Continuing Operations
ASSETS
Current assets
Cash	$	230,771		$	1,417,000		(c)	$	1,647,771
Accounts receivable, net		1,043,465			(601,282	)	(d)		442,183
Prepaid expenses		198,630			(1,177	)	(d)		197,453
Inventories		546,543			(371,436	)	(d)		175,107
Total current assets		2,019,409			443,105				2,462,514
Property, plant and equipment, net		3,951,291			(1,313,754	)	(d)		2,637,537
Other assets
Deposits		403,502			—				403,502
Goodwill		3,822,583			(885,296	)	(d)		2,937,287
Other intangible assets, net		1,898,987			(74,250	)	(d)		1,824,737
Total other assets		6,125,072			(959,546	)			5,165,526
Total assets	$	12,095,772		$	(1,830,195	)		$	10,265,577
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued expenses	$	3,439,931		$	—			$	3,439,931
Contingent acquisition consideration		1,503,113			—				1,503,113
Notes payable- current portion, net of debt discount		2,063,228			(67,776	)	(d)		1,995,452
Capital lease obligations- current portion		480,217			—				480,217
Total current liabilities		7,486,489			(67,776	)			7,418,713
Non-current liabilities
Notes payable- non current portion		2,924,149			(124,290	)	(d)		2,799,859
Capital lease obligations- non-current portion		878,667			—				878,667
Total non-current liabilities		3,802,816			(124,290	)			3,678,526
Total liabilities		11,289,305			(192,066	)			11,097,239
Stockholders’ equity
Common stock		135			—				135
Additional paid-in capital		46,511,861			—				46,511,861
Accumulated deficit		(45,705,529	)		(1,638,129	)	(e)		(47,343,658	)
		806,467			(1,638,129	)			(831,662	)
Total liabilities and stockholders’ equity	$	12,095,772		$	(1,830,195	)		$	10,265,577

Glyeco, Inc.

Pro Forma Consolidated Financial Information (UNAUDITED) 

Notes to Pro Forma Consolidated Financial Information (Unaudited) 

The unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2018 and for the year ended December 31, 2017 and the unaudited pro forma consolidated balance sheet as of September 30, 2018, include the following pro forma adjustments: 

(a) This adjustment reflects the elimination of revenues and cost of goods sold of the consumer segment.

(b) This adjustment reflects the elimination of operating and administrative expenses. Not included in the pro-forma results are anticipated savings due to costs that may be reduced or eliminated.

(c) This adjustment represents the receipt of cash consideration at the closing of the transaction.

(d) These adjustments reflect the elimination of assets and liabilities attributable to the consumer segment.

(e) This adjustment reflects the estimated loss of $1.6 million arising from the transaction as of January 11, 2019. This estimated loss has not been reflected in the pro forma consolidated statements of operation as it is nonrecurring in nature. No adjustment has been made at this time to the sale proceeds to give effect to any post-closing adjustments under the terms of the Asset Purchase Agreement.