BB's Stock Haven

[Grumps17]

GLYE should be on watch list.
Post courtesy of jobynimble


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Reverse Triangular Merger -- Agreement and Plan of Merger


On November 21 2011, GlyEco, Inc. consummated a reverse triangular merger (the “Merger” or “Transaction”) intended to constitute a tax-free reorganization within the meaning of Section 368 of the United States Internal Revenue Code of 1986, as amended, pursuant to an Agreement and Plan of Merger (the “Merger Agreement”) with GRT Acquisition, Inc., a Nevada corporation and wholly-owned subsidiary of the Company, and Global Recycling Technologies, Ltd., a Delaware corporation and privately-held operating subsidiary (“Global Recycling”).


GRT Acquisition, Inc. (referred to in the Merger Agreement and this Form 8-K as “Merger Sub”) was incorporated in the state of Nevada on November 7, 2011 for the sole purpose of the consummating the Merger. Pursuant to the Merger Agreement, Merger Sub merged with and into Global Recycling, with Global Recycling being the surviving corporation and which resulted in Global Recycling becoming a wholly-owned subsidiary of the Company. The stockholders of Global Recycling exchanged an aggregate of 11,591,958 shares of common stock of Global Recycling, representing 100% of the issued and outstanding shares of common stock of Global Recycling on the date the Merger was consummated (the “Closing Date”), for aggregate of 11,591,958 shares of common stock of GlyEco which represented approximately 53.60% of issued and outstanding shares of common stock of GlyEco upon the consummation of the Merger. Also, pursuant to the Merger Agreement, the Company cancelled an aggregate of 63,000,000 shares of common stock held by Ralph M. Amato, the Chief Executive Officer, President and Chairman of the Company prior to the Merger. Upon the consummation of the Merger, GlyEco had an aggregate of 21,626,241 shares of common stock issued and outstanding.


Ralph M. Amato was the sole officer and director of the Company prior to the Merger. Upon the consummation of the Merger, Mr. Amato resigned as a director and executive officer of the Company and John Lorenz, the Chief Executive Officer, President and Chairman of Global Recycling, replaced Mr. Amato as the Chief Executive Officer, President and Chairman of Board of Directors of GlyEco, Inc. The Merger Agreement provides that James Flach, Michael Jaap, and William Miller will also be directors of the Company upon the consummation of the Merger. The Merger Agreement also provides that Kevin Conner will be the Chief Financial Officer and Richard Geib will be the Chief Technical Officer of GlyEco, both of whom shall take office upon the consummation of the Merger.