Attached files
| file | filename |
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| EX-99.3 - EXHIBIT 99.3 - ABCO Energy, Inc. | ex_123557.htm |
| EX-99.2 - EXHIBIT 99.2 - ABCO Energy, Inc. | ex_123559.htm |
| EX-99.1 - EXHIBIT 99.1 - ABCO Energy, Inc. | ex_123556.htm |
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As Filed with the Commission on September 7, 2018 |
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 4 , 2018
ABCO ENERGY, INC.
(Name of registrant as specified in its Charter)
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NEVADA |
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000-55235 |
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20-1914514 |
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(State or other jurisdiction |
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(Commission |
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(I.R.S. Employer |
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of incorporation) |
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File Number) |
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Identification No.) |
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2100 North Wilmot, #211, Tucson, AZ |
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85712 |
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(Address of principal executive offices) |
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(Zip Code) |
(520) 777-0511
(Registrant’s telephone number, including area code)
(Former name 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:
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☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
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 8.01 OTHER EVENTS
On September 4, 2018, the Company announced that it had entered into an Equity Purchase Agreement with Oasis Capital, LLC, a Puerto Rico limited liability company (“Investor”) pursuant to which Investor agreed to purchase up to $5,000,000 of the Company’s common stock at a price equal to 85% of the market price at the time of purchase (“Put Shares”). The Company agreed to file a new registration statement on or before September 15, 2018 to register for resale the Put Shares. The Registration Statement must be effective with the SEC before Investor is obligated to purchase any Put Shares. In addition, the Company [i] issued to Investor a one year $150,000 convertible note as a commitment fee for its purchase of Put Shares and (ii) delivered to Investor a Registration Rights Agreement pursuant to which the Company agreed to register all Put Shares acquired under the Equity Purchase Agreement.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
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(a) |
Financial statements of businesses acquired. |
Not applicable
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(b) |
Pro forma financial information. |
Not applicable
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(c) |
Shell company transactions. |
Not applicable
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(d) |
Exhibits |
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Equity Purchase Agreement dated as of August 6, 2018 between the Company and Oasis Capital, LLC. |
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99.2 |
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99.3 |
Registration Rights Agreement dated as of August 6, 2018 between the Company and Oasis Capital, LLC |
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.
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ABCO ENERGY, INC. |
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Dated: September 7, 2018 |
By: |
/s/ Charles O’Dowd |
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Name: |
Charles O’Dowd |
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Title: |
Chief Executive Officer |