SEC Filing Summary: Ecology Coatings, Inc.
Business Context and Reporting Period
This Form 8-K was filed by Ecology Coatings, Inc. (Nevada) on April 30, 2009. The report discloses unregistered sales of equity securities that occurred on April 29, 2009. Note: The request metadata references "ABVC BIOPHARMA, INC.", but the filing text explicitly identifies the registrant as Ecology Coatings, Inc.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on a specific capital transaction.
- Transaction Date: April 29, 2009
- Investor: Equity 11, Ltd.
- Securities Issued: 34 shares of 5% Convertible Preferred Shares.
- Purchase Price: $1,000 per share (Total: $34,000).
- Warrants Issued: 17,000 warrants at an exercise price of $0.75 per share.
- Dividend Rate: 5% per annum (cumulative, subject to Board declaration).
Material Changes
Following this transaction, Equity 11, Ltd. holds a total of 2,381 Convertible Preferred Shares and warrants to purchase 1,178,500 common shares. The transaction was executed pursuant to a Securities Purchase Agreement dated August 28, 2008, and relied upon the Section 4(2) exemption from registration under the Securities Act.
Outlook, Risks, and Contingencies
The filing states that the Convertible Preferred Shares and the underlying common shares issuable upon conversion have not been registered under the Securities Act. Consequently, they may not be offered or sold in the United States absent registration or an applicable exemption. The report explicitly states it does not constitute an offer to sell or a solicitation of an offer to buy any security.
Investor Verification Checklist
- Verify the total outstanding count of 5% Convertible Preferred Shares and the aggregate warrant position held by Equity 11, Ltd.
- Confirm the status of the Board's declaration regarding the 5% cumulative cash distributions.
- Review the referenced prior 8-K filings (August 2008 through April 2009) for the full terms of the Securities Purchase Agreement.
- Check for any subsequent registration statements filed to allow the resale of these unregistered securities.