Renovare Environmental Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On June 17, 2022, Renovare Environmental, Inc. (“Renovare” or the “Company”) signed a Letter of Intent (the “Letter”) to merge with Harp Renewables and its affiliate, Harp Electric Engineering (collectively “Harp”). The Letter is filed as Exhibit 10.01 hereto and incorporated herein by reference. The Letter specifies that the parties have entered into a period of exclusivity in order to negotiate the merger of the Company with Harp wherein, among other items, the Company agreed not to conduct any public offerings, financings, mergers or acquisitions. The Letter supersedes and replaces all prior oral and/or written discussions or understandings between the parties including the previously disclosed purchase agreements with Harp dated February 28, 2022. The Letter also provides that if the Company terminates the Letter, it will be required to pay Harp a breakup fee in the amount of $850,000. The foregoing descriptions of the Letter contained herein does not purport to be complete and is qualified in its entirety by reference to the Letter which is filed as Exhibit 10.1 hereto and the terms of which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in items 1.01 is incorporated into this Item 2.03 by reference.
Item 8.01 Other Events.
On June 24, 2022, the Company issued a press release announcing their intention to merge with Harp Renewables and Harp Electrical Engineering. The press release, which is furnished in this report as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statement Exhibits.
| Number | Description |
| 10.01 | Letter of Intent dated June 17, 2022. |
| 99.1 | Press release dated June 24, 2022 announcing Renovare’s intention to merge with Harp Renewables and Harp Electric Engineering. |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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 hereunto duly authorized.
| Date: June 24, 2022 | RENOVARE ENVIRNMENTAL, INC. | ||
| By: | /s/ Brian C. Essman | ||
| Name: | Brian C. Essman | ||
| Title: | Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer) | ||