12 Retech Corp (fka RETC)

[la_trader]

$RETC 8k out -new round of funding and structure:

Item 1.01 Entry into a Material Definitive Agreement.


On March 14, 2019, 12 ReTech Corp., a Nevada corporation (the “Corporation”), entered into a PIPE Securities Purchase Agreement (the “Purchase Agreement”) with an institutional accredited investor (“Investor”) pursuant to which Investor agreed to purchase up to $500,000 in the Corporation’s newly created Series D-2 Convertible Preferred Stock (the “Series D-2 Preferred”).


In Connection with the initial closing of the Purchase Agreement, the Corporation issued 103,500 shares of Series D-2 Preferred in exchange for $115,000 less $15,000 payable to counsel for Investor paid out of closing proceeds.



Additionally, on March 14, 2019, the Corporation and Investor entered into a Preferred Stock Exchange Agreement (the “Exchange Agreement”) whereby Investor exchanged its existing 284,175 shares of the Series D-1 Convertible Preferred Stock of the Corporation for 346,425 shares of newly issued Series D-2 Preferred. As further consideration for the Exchange Agreement, Investor agreed to waive any and all existing defaults and any further claim to rights related to the Series D-1 Convertible Preferred Stock.


Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the shares of the Corporation’s preferred stock on the closing is exempt from registration under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering pursuant to Section 4(a)(2) of the Act and Rule 506(b) of Regulation D, as promulgated by the Securities and Exchange Commission thereunder.


Item 5.03 Amendments to Articles of Incorporation.



The Articles of Incorporation of the Corporation give its Board of Directors the power to issue up to 50,000,000 shares of Preferred Stock, and to fix the rights, preferences and privileges of each class of preferred stock so created. No shareholder approval is required in connection with the creation of classes of preferred stock under this authority and the setting of the rights, preferences and privileges of such shares.


Pursuant to this authority the Board of Directors acted on March 12, 2019, to create a new series of preferred stock, entitled “Series D-2 Convertible Preferred Stock.” The total number of shares of Series D-2 Preferred the Corporation is authorized to issue is 2,500,000 shares with a par value of $0.0001 per share and a stated value of $2.00 per share (the “Stated Value”). A copy of said Certificate of Designation of Series D-2 Preferred is attached hereto as Exhibit 3.1 and is incorporated herein by this reference.