16 May 2011quarterly activities report▼ Bad
Abtech Holdings, Inc. reported quarterly revenue of $101 thousand and a net loss of $2.2 million for the period ended 2011-06-30.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
31 Mar 2011late filing notice▼ Bad
Abtech Holdings, Inc. notified the SEC that its annual report would be filed late.
15 Mar 2011substantial holder notice● Neutral
COUNTRY Mutual Insurance and COUNTRY Life Insurance Company disclosed a new substantial Abtech Holdings, Inc. shareholding (10.70% of votes).
14 Mar 2011director interest notice● Neutral
Country Life Insurance CO became a Abtech Holdings, Inc. 10%+ owner and company insider (initial ownership filing).
1 Mar 2011asset acquisition disposition● Neutral
This amends the February 14, 2011 merger report to correct the table of who owns what. Shares reserved for Senior Convertible Promissory Notes that cannot be converted within 60 days were wrongly counted as owned and are now excluded. The corrected table still shows 45,009,801 shares outstanding, with Glenn Rink at 8.3%, Country Mutual/Country Life at 9.4% and Bernard L. Madoff Investment Securities LLC at 9.1%.
22 Feb 2011director interest notice● Neutral
Castleton Lane J. became a Abtech Holdings, Inc. VP, Treasurer, and CFO and company insider (initial ownership filing).
22 Feb 2011director interest notice● Neutral
Seitz Karl became a Abtech Holdings, Inc. director and company insider (initial ownership filing).
22 Feb 2011director interest notice● Neutral
Greenwald David became a Abtech Holdings, Inc. director and company insider (initial ownership filing).
22 Feb 2011director interest notice● Neutral
Hill A. Judson became a Abtech Holdings, Inc. director and company insider (initial ownership filing).
22 Feb 2011director interest notice● Neutral
Thatcher Jonathan became a Abtech Holdings, Inc. director and company insider (initial ownership filing).
22 Feb 2011director interest notice● Neutral
Gabel F. Daniel became a Abtech Holdings, Inc. director and company insider (initial ownership filing).
22 Feb 2011director interest notice● Neutral
Farr Olivia H. became a Abtech Holdings, Inc. Secretary and company insider (initial ownership filing).
14 Feb 2011business combination● NeutralMajor
On February 10, 2011 the merger with AbTech Industries closed, resolving the open thread from 2010: the company issued 32,009,801 shares to AbTech Industries stockholders, who now hold about 78%, and AbTech Industries became its majority-owned subsidiary. Immediately after, 45,009,801 shares were outstanding (including 3 million shares tied to the $3 million funding, part of which was a $1,355,000 promissory note at closing), lower than the 59,000,000 once planned. Mandi Luis and Robert MacKay resigned and Glenn Rink (CEO/President), Lane Castleton (CFO) and the other AbTech directors took over, and the company is no longer a shell.
14 Feb 2011director interest notice● Neutral
Abtech Holdings, Inc. President and CEO Rink Glenn R received 3,173,385 shares and a 609,041-share option grant as part of the equity award.
13 Jan 2011late filing notice▼ Bad
Abtech Holdings, Inc. notified the SEC that its quarterly report would be filed late.
12 Nov 2010material agreement● Neutral
On November 9, 2010 the company hired James Saxton, LLC to serve on its advisory board, at $60,000 a year plus expenses and an option on 240,000 shares that vests starting January 31, 2011. The company cannot end the agreement in the first year except for cause.
20 Oct 2010quarterly activities report▼ Bad
Abtech Holdings, Inc. reported quarterly revenue of $178 thousand and a net loss of $804 thousand for the period ended 2010-09-30.
15 Oct 2010late filing notice▼ Bad
Abtech Holdings, Inc. notified the SEC that its quarterly report would be filed late.
4 Oct 2010business combination● Neutral
On October 4, 2010 the board appointed Glenn R. Rink, AbTech Industries' CEO and a stockholder, as a director of the company. This is a step the merger agreement required, and the filing does not say the merger itself has closed.
22 Sept 2010material agreement● Neutral
On September 17, 2010 the merger agreement was amended to raise the exchange ratio from 5.259 to 5.3 company shares per AbTech share. The amendment also enlarges the merger subsidiary's authorized shares to 12,000,000 (up to 6,724,558 outstanding), versus 1,000 shares (no more than 100 outstanding) before. The higher ratio gives AbTech holders slightly more shares, which would dilute existing holders a little more (an inference).
21 Sept 2010business combination● Neutral
The company told shareholders of record that the board will change when the AbTech merger takes effect, expected on or after October 1, 2010. Its 51,000,000 shares are outstanding and AbTech holders are to receive no less than 78% of the company; no shareholder vote or action is required, and eight named people (led by Glenn Rink as CEO) will form the new board and management.
22 July 2010material agreement● NeutralMajor
Now named Abtech Holdings, Inc. and described as a shell company, it signed the definitive merger agreement with AbTech Industries on July 17, 2010, turning the earlier letters of intent into a binding deal. Each AbTech share converts into 5.259 shares of the company, with about 59,000,000 shares outstanding after the merger, the AbTech board and management take over, and the closing depends on the company providing $3,000,000 to AbTech. Existing shareholders will be diluted, though the filing does not state a percentage beyond the earlier 78% figure.
10 June 2010material agreement● NeutralMajor
On June 10, 2010 the company replaced the earlier letter of intent with a new one that has some binding terms but keeps the same 78% deal terms. It has already advanced $300,000 to Abtech, will advance $145,000 more immediately, and has agreed to provide $3,000,000 in total plus $200,000 per month until closing, though further advances end if no definitive agreement is signed by July 8, 2010. Abtech's CEO Glenn R. Rink would join the board once a definitive agreement is signed.
7 June 2010material agreement● NeutralMajor
Then named Laural Resources, Inc., the company signed a non-binding letter of intent on June 4, 2010 to acquire Abtech Industries, Inc., a water-pollution technology firm, in a reverse acquisition that would give Abtech's shareholders about 78% of the company. Closing is tied to Abtech completing an audit and receiving at least $3,000,000 in financing from the company; a definitive agreement was targeted by June 25, 2010.
13 Aug 2007securities registration● Neutral
Abtech Holdings, Inc. filed the final prospectus for a registered offering.
27 July 2007securities registration● Neutral
Abtech Holdings, Inc. registered a small-business securities offering with the SEC.