Advanced Container Technologies Inc (ACTX)

[236T568]

MDTR - the massive dilution continues


https://www.sec.gov/Archives/edgar/data/1096950/000172186819000074/f2smdtr8k021319.htm

FORM 8-K

CURRENT REPORT

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



Date of Report: February 13, 2019


Section 8 - Other Events

Item 8.01 Other Events.

The Registrant is disclosing the following information regarding awards that it has madeunder its 2018 Incentive Award Plan (the “Plan”):

Awards to Employees.

The Registrant has awarded a total of 135,000,000 restricted shares of its common stock to seven of its employees. The number of shares awarded ranges from 10,000,000 to 30,000,000. Some awards vested in full on January 1, 2019, while other awards were granted such that one-third of the shares vested on January 1, 2019, one-third will vest on June 30, 2019, and one-third will vest on January 1, 2020. These vesting dates are nominal, inasmuch as the Plan provides that vesting dates are deferred until withholding taxes on the shares are paid or provided for. These awards are numbered from RS-001 and RS-007 and are evidenced by Restricted Stock Award Grant Notices and related Restricted Stock Award Agreements.

To the extent that shares vested nominally on January 1, 2019, they were awarded to reward outstanding performance during past years and to provide non-cash compensation to more closely align total compensation to market conditions. To the extent that shares will vest nominally in the future, they were awarded to provide employees with incentives and potential rewards for outstanding performance and to retain their services.

None of these employees is or has been an officer or director of the Registrant or otherwise an affiliate of the Registrant.

Awards to Consultants.

The Registrant awarded 1,000,000 shares of its common stock to each of three persons who served on its advisory board as consultants, pursuant to agreements between the Registrant and each them under which he served in such capacity. These agreements were entered into on various dates in 2015 and have terminated, and each of these persons has fully performed his obligations thereunder to the satisfaction of the Registrant.

The Registrant awarded 30,000,000 shares of its common stock to a consultant under a consulting agreement dated October 1, 2018. Under this agreement, 15,000,000 shares were earned on December 31, 2018, and the remaining shares will be earned on March 31, 2019.

These awards are numbered from C-001 through C-004.

None of these persons is or has been an officer or director of the Registrant or otherwise an affiliate of the Registrant.

Registration Under the Securities Act; Prospectus.

The Registrant registered 200,000,000 shares of its common stock, including the above shares, under the Securities Act of 1933 pursuant to a Registration Statement on Form S-8, which was filed and became effective on December 14, 2018, and was amended on January 4, 2019. Pursuant to Rule 428 promulgated under said act, the Registrant is delivering or has delivered to the above persons, together with the documents evidencing these awards, documents which, taken together, constitute a prospectus that meets the requirements of section 10(a) of said act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MEDTAINER, INC.

By: /s/ Curtis Fairbrother

Chief Executive Officer

Date: February 15, 2019