SEC Filing Summary: Ecology Coatings, Inc. (Form 8-K)
Business Context and Reporting Period
This Current Report (Form 8-K) was filed on November 1, 2011, by Ecology Coatings, Inc., a Nevada corporation. The report covers events occurring between September 14, 2011, and October 28, 2011. The filing primarily addresses unregistered sales of equity securities and the conversion of preferred shares into common stock.
Key Financial Metrics and Capital Structure
The filing does not provide revenue, profit, cash flow, margin, debt, or liquidity metrics. The document focuses exclusively on capital structure changes:
- Preferred Shares Issued: On October 28, 2011, the company sold 100 additional shares of 5% Convertible Preferred Shares, Series C to Fairmount Five, LLC at $1,000 per share.
- Preferred Share Terms: Liquidation preference of $1,000 per share; conversion price of $0.06 per share; cumulative cash dividends at 5% per annum (subject to Board declaration).
- Outstanding Equity (Post-Transactions): 16,158,506 shares of common stock and 1,649 shares of 5% Convertible Preferred Shares, Series C.
Material Changes Versus Prior Period
The filing details significant changes in the company's share count due to conversions and new issuances:
- September 14, 2011: Fairmount Five converted 30 Series C preferred shares into 500,000 common shares.
- September 28, 2011: Fairmount Five converted 180 Series C preferred shares into 3,000,000 common shares.
- October 6, 2011: John Bonner converted 120 Series C preferred shares into 2,000,000 common shares.
- October 28, 2011: Fairmount Five purchased 100 new Series C preferred shares.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook. No specific risks or contingencies are discussed in this report, other than the standard reliance on Section 4(2) of the Securities Act for the exemption from registration for the sale of preferred shares.
Key Facts for Investor Verification
- Verify the total number of outstanding common shares (16,158,506) and preferred shares (1,649) in subsequent filings to confirm dilution impact.
- Confirm the aggregate amount of cash received from the October 28, 2011 issuance ($100,000) and its impact on working capital.
- Review the Convertible Preferred Securities Agreement dated March 9, 2011, for full terms regarding liquidation preferences and dividend obligations.
- Note that the filing references prior 8-K reports (March, April, July, September 2011) for additional context on the preferred securities agreement.