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| EX-99.2 - UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS OF ENVIRONMENTAL PACKAGING TECHNOLOG - Environmental Packaging Technologies Holdings, Inc. | ex99-2.htm |
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date of
report (Date of earliest event reported): June 9,
2017
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ENVIRONMENTAL PACKAGING TECHNOLOGIES HOLDINGS,
INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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333-182629
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45-5634033
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(State
or other jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS
Employer
Identification
No.)
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6100 West by Northwest, Suite 110
Houston, Texas
77040
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77040
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(Address of
principal executive offices)
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(Zip
Code)
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(646) 229-3639
(Registrant’s
telephone number, including area code)
(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))
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. ☐
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K/A of Environmental
Packaging Technologies Holdings, Inc., A Nevada corporation (the
“Company,” “us,” “we,”
“ours” and words of like meaning) contains certain
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995, Section 27A
of the Securities Act of 1933, as amended (the
“Securities
Act”) and
Section 21E of the Securities Exchange Act of 1934, as amended
(the “Exchange
Act”), which statements
involve substantial risks and uncertainties. In some cases, it is
possible to identify forward-looking statements because they
contain words such as “anticipates,” believes,”
“contemplates,” “continue,”
“could,” “estimates,”
“expects,” “future,” “intends,”
“likely,” “may,” “plans,”
“potential,” “predicts,”
“projects,” “seek,” “should,”
“target” or “will,” or the negative of
these words or other similar terms or expressions that concern our
expectations, strategy, plans or intentions. Many factors could
cause our actual operations or results to differ materially from
the operations and results anticipated in forward-looking
statements. These factors include, but are not limited
to:
●
our
financial performance, including our history of operating
losses;
●
our
ability to obtain additional funding to continue our
operations;
●
our
ability to successfully develop and commercialize our
products;
●
changes
in the regulatory environments of the United States and other
countries in which we intend to operate;
●
our
ability to attract and retain key management and marketing
personnel;
●
competition
from new market entrants;
●
our
ability to identify and pursue development of additional products;
and
●
the
other factors contained in the section entitled “Risk
Factors” contained in the Original Form 8-K (as defined
below).
We
have based the forward-looking statements contained in this Current
Report on Form 8-K/A primarily on our current expectations and
projections about future events and trends that we believe may
affect our business, financial condition, results of operations and
prospects. The outcome of the events described in these
forward-looking statements are subject to risks, uncertainties,
assumptions, and other factors including those described in the
section of Original Form 8-K entitled “Risk Factors.”
Moreover, we operate in a very competitive and rapidly changing
environment. New risks and uncertainties emerge from time to time,
and it is not possible for us to predict all risks and
uncertainties that could have an impact on the forward-looking
statements used herein.
You
should not rely on forward-looking statements as predictions of
future events. Except as required by law, neither we nor any other
person assumes responsibility for the accuracy and completeness of
the forward-looking statements, and we undertake no obligation to
update any forward-looking statements to reflect events or
circumstances after the date of such statements.
Explanatory Note
This Current Report on Form 8-K/A is filed as an
amendment no. 1 (the “Amendment”)
to the Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”), on June 21, 2017 (the
“Original Form
8-K”) by Environmental
Packaging Technologies Holdings, Inc., a Nevada corporation (the
“Company”),
to provide certain financial information required by Item 9.01 of
the Original Form 8-K. As previously reported in the Original Form
8-K, on or about December 28, 2016, the Company entered into an
Agreement and Plan of Merger (as amended on or about March 31, 2017
(“Amendment No.
1”) and as of June 7,
2017 (“Amendment No.
2”), collectively, the
“Merger
Agreement”), with EPT
Merger Inc., a Delaware corporation and a wholly owned subsidiary
of the Company (“Merger
Sub”), and Environmental
Packaging Technologies, Inc., a Delaware corporation, pursuant to
which the parties agreed that on the closing date of the Merger,
EPT would merge with and into Merger Sub, EPT would be the
surviving company thereof and as a result would become a
wholly-owned subsidiary of the Company. On June 9, 2017, pursuant
to the Merger Agreement, Merger Sub and EPT consummated the Merger,
and as a result EPT became a wholly-owned subsidiary of the
Company.
The
Original Form 8-K included the audit financial statements of EPT
for the years ended December 31, 2016 and 2015. As EPT is deemed
the accounting acquirer in connection with the Merger, the
financial statements of EPT are deemed to be the historical
financial statements of the Company. However, since the closing of
the Merger occurred after March 31, 2017, the financial statements
of the Company, prior to the closing of the Merger, are the
financial statements of the Company that the Company filed in its
Quarterly Report on Form 10-Q for the quarter ended March 31, 2017;
and the Original Form 8-K is amended by this Amendment to provide
the unaudited consolidated financial statements of EPT for the
quarterly periods ended March 31, 2017 and 2016, which are included
under Item 9.01 hereto, in accordance with the rules and
regulations of the SEC.
The
foregoing description of the Merger Agreement and the transactions
contemplated therein is not complete and is subject to, and
qualified in its entirety by and to, the full text of the Merger
Agreement, attached as Exhibit 2.1 to the Company’s Current
Report on Form 8-K filed with the SEC on December 28, 2016 (as
amended by (i) Amendment No. 1 thereto, was filed as Exhibit 2.2 to
the Company’s Current Report on Form 8-K filed with the SEC
on April 18, 2017, and (ii) Amendment No. 2 thereto, was filed as
Exhibit 2.3 to the Company’s Current Report on Form 8-K filed
with the SEC on June 12, 2017). Items and exhibits previously
reported in the Original Form 8-K that are not included in this
Amendment remain unchanged.
(a) Financial
Statements of EPT. In accordance with Item 9.01(a),
EPT’s unaudited consolidated financial statements for the
quarterly periods ended March 31, 2017 and 2016 are filed with this
Current Report on Form 8-K/A following the signature page hereto as
Exhibit 99.2.
Certain
audited financial statements of EPT were filed with the Original
Form 8-K as Exhibit 99.1.
(b) Exhibits.
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Exhibit Number
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Description
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Articles
of Incorporation (1)
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Certificate
of Amendment to Articles of Incorporation (2)
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Certificate
of Amendment to Articles of Incorporation (4)
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Certificate
of Change filed February 2, 2017 (4)
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By-Laws
(1)
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Agreement
of Merger and Plan of Reorganization, dated as of December, 28
2016, by and among International Metals Streaming Corp., EPT
Acquisition Corporation and Environmental Packaging Technologies,
Inc. (3)
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Amendment
to Merger Agreement (5)
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Amendment
No. 2 to Merger Agreement (6)
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Subsidiaries of
the Registrant (7)
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Audited
consolidated financial statements of Environmental Packaging
Technologies Holdings, Inc. for the years ended December 31, 2016
and December 31, 2015 (7)
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Unaudited
consolidated financial statements of Environmental Packaging
Technologies, Inc. for the quarterly periods ended March 31, 2017
and 2016*
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_________
*
Filed
herewith
(1)
Incorporated by reference from the registrant's Registration
Statement on Form S-1 filed on July 11, 2012
(2)
Incorporated by reference from the registrant's Current Report on
Form 8-K filed on September 26, 2013
(3)
Incorporated by reference from the registrant's Current Report on
Form 8-K filed on December 29, 2016
(4)
Incorporated by reference from the registrant's Annual Report on
Form 10-K filed on February 17, 2017
(5)
Incorporated by reference from the registrant’s Current
Report on Form 8-K filed with the SEC on April 18,
2017
(6)
Incorporated by reference to the registrant’s Current Report
on Form 8-K dated on June 12, 2017
(7)
Incorporated by reference to the Registrant’s Current Report
on Form 8-K filed with the SEC on June 21, 2017
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Date: As
of October 31, 2017
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ENVIRONMENTAL PACKAGING TECHNOLOGIES HOLDINGS,
INC.
(Registrant)
By: /s/ David Skriloff
David
Skriloff
Chief
Executive Officer
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