Each one in plain English, with the numbers worked through for a shareholder.
22 Mar 2019business combination● NeutralMajor
The major holders filed the final amendment to the going-private statement confirming the merger took effect at 12:01 a.m. on March 20, 2019. Remaining shareholders are owed $1.10 cash per share (paying agent notices to be mailed within ten days, with dissenters' rights for those who properly exercise them), the contributing holders now own 100% of the surviving company, FINRA removed the ABHD symbol on March 20, 2019, and a Form 15 is intended on March 21, 2019. This closes the thread opened December 10, 2018.
Abtech filed Articles of Merger on March 13, 2019, with the merger effective at 12:01 a.m. on March 20, 2019. At that point each share not held by the major holders (and not subject to dissent) is converted into $1.10 in cash, warrants held by certain holders are cancelled, the directors and officers cease serving, the ABHD quote is removed from the OTC Pink Marketplace, and a Form 15 will be filed to end SEC reporting. This completes the going-private merger announced in December 2018.
Golden Properties Ltd, Hugo Neu Corporation, Wendy Joan Kelman-Neu, Tilly LLC, Steven Kohlhagen, Upen Bharwada, Donald R. Kendall, F. Daniel Gabel reported a Abtech Holdings, Inc. shareholding of 8,018,388 shares (57.20% of votes) in a periodic institutional filing.
The major holders (about 97%) filed an amended going-private statement for the short-form merger first filed December 10, 2018, still offering $1.10 in cash per share to all other holders. It restates that about $477,358.20 is needed, funded by Tilly, that the other 433,962 shares have dissenters' rights but no vote, and that warrants for 38,134 shares will be cancelled; the merger had not yet taken effect in this text. This continues the going-private thread.
12 Dec 2018capital raising announcement● NeutralMajor
On December 6, 2018, four debt holders (Golden Properties, Tilly, Wendy Kelman-Neu and F. Daniel Gabel) converted $12,637,018 of debt and interest into 11,488,200 new unregistered shares at $1.10 each. This wipes out that debt and, together with the going-private filing days earlier, gives these holders the roughly 97% stake used for the short-form merger.
Golden Properties Ltd, Hugo Neu Corporation, Wendy Joan Kelman-Neu, Tilly LLC, Steven Kohlhagen, Upen Bharwada, Donald R. Kendall, F. Daniel Gabel disclosed a new substantial Abtech Holdings, Inc. shareholding (57.20% of votes).
Major holders (Golden Properties, Hugo Neu, Tilly and others, together about 97%) filed to take the company private through a short-form merger, paying $1.10 in cash per share to all other holders; the filing says about $477,358 is needed, funded by Tilly. They say the company could not pay its large debt to some of them and that the alternative was an involuntary bankruptcy that would give unaffiliated holders nothing. Unaffiliated holders vote on nothing but have dissenters' rights; warrants for 38,134 shares are to be cancelled. The merger had not yet taken effect at filing.
5 Nov 2018security holder rights change● NeutralMajor
A 200-for-1 reverse split of the common stock (approved by stockholders on August 15, 2018) took effect on November 6, 2018, cutting shares outstanding from 504,872,558 to about 2,525,000 and authorized shares from 800,000,000 to 50,000,000. Fractional shares round up to one whole share and options and warrants are adjusted proportionally. The company also dropped a planned authorized-share increase by written consent. This reverses the 2015 plan to expand authorized shares to 800M.
AbTech Industries accepted a $318,240 purchase order from Hugo Neu Realty Management to design, manufacture and supply four stormwater outfall pipes at the Kearny Point Industrial Park in New Jersey. Hugo Neu Corporation is a related party holding about 13% of the company (an investor since the 2015 financing), so the order comes from a major shareholder. The filing also reports California registration of Smart Sponge Plus as an antimicrobial product.
The SEC settled charges against the company, CEO Glenn Rink and CFO Lane Castleton over misleading statements in the 2014 third-quarter 10-Q and 2014 10-K about the Nassau County contract (the one suspended in 2015). Without admitting or denying the findings, the company agreed to a cease-and-desist order, $33,414.64 in disgorgement and interest and a $100,000 penalty, paid in two instalments of $66,707.32 (one within 14 days, one within 360 days); Rink and Castleton agreed to penalties of $60,000 and $35,000. This resolves the regulatory side of the Nassau thread.
Abtech Holdings, Inc. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Abtech Holdings, Inc. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Abtech Holdings, Inc. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
Abtech Holdings, Inc. shareholders approved the routine matters put to a vote at the company's annual meeting (director elections, auditor ratification, and the executive-pay advisory vote).
