Business Context and Reporting Period
This Form 8-K was filed by Probe Manufacturing, Inc. (not Clean Energy Technologies, Inc.) on March 13, 2013. The report details the entry into a material definitive agreement to acquire 100% of the common stock of Trident Manufacturing, Inc., a Utah-based corporation.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, margin, debt, or liquidity figures for either company. The transaction consideration is structured as an equity exchange rather than a cash payment.
- Consideration: 1,600,000 restricted shares of Probe Manufacturing, Inc. common stock.
- Target: 100% of issued and outstanding common stock of Trident Manufacturing, Inc.
Material Changes and Transaction Details
On March 13, 2013, Probe Manufacturing entered into an Agreement and Plan of Acquisition with Trident Manufacturing and its shareholders. Upon completion, Trident will become a wholly-owned subsidiary of Probe Manufacturing.
Closing Conditions: The transaction is subject to several conditions, including:
- Shareholder approval from Trident.
- Board of directors approval from both companies.
- Execution of employment agreements with two Trident executives.
- Approval from necessary state and federal regulatory bodies.
- Entry into a stock exchange/purchase agreement.
The closing is scheduled to be completed by no later than March 20, 2013, though the filing notes there is no assurance the transaction will occur within this timeframe or at all.
Outlook, Risks, and Contingencies
Management has issued forward-looking statements regarding the anticipated completion of the acquisition. The filing explicitly disclaims any obligation to update these statements.
Key Risks and Contingencies:
- Failure to obtain required shareholder or regulatory approvals.
- Termination of the acquisition agreement due to unmet conditions.
- Disruption of management attention from ongoing business operations.
- Potential negative impact on Trident's relationships with customers and suppliers.
Investor Verification Checklist
- Verify the actual closing date of the acquisition, as the March 20, 2013 target is not guaranteed.
- Confirm receipt of shareholder approval from Trident Manufacturing, Inc.
- Review the valuation implied by the 1,600,000 share exchange against Trident's financials (not provided in this filing).
- Monitor for regulatory approvals from state and federal bodies.
- Check subsequent filings for updates on the employment agreements with Trident executives.