SEC Filing Summary: Ecology Coatings, Inc.
Business Context and Reporting Period
This Form 8-K was filed on February 14, 2012, by Ecology Coatings, Inc. (Nevada), reporting an event that occurred on February 13, 2012. The filing addresses unregistered sales of equity securities under Item 3.02.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or debt levels. The only financial data disclosed relates to a specific equity transaction:
- Transaction Amount: $40,000 total (40 shares at $1,000 per share).
- Security Type: 5% Convertible Preferred Shares, Series C.
- Dividend Rate: 5% per annum (cumulative, subject to Board declaration).
- Conversion Price: $0.06 per share.
- Liquidation Preference: $1,000 per share.
Material Changes
On February 13, 2012, Fairmount Five, LLC purchased an additional 40 shares of the Company's 5% Convertible Preferred Shares, Series C. This transaction was executed pursuant to a Convertible Preferred Securities Agreement dated March 9, 2011. The sale was made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or specific risk factors beyond the standard disclosure of the unregistered sale. No financial statements or exhibits were included in this report.
Investor Verification Checklist
- Verify the total outstanding number of Series C Convertible Preferred Shares following this issuance.
- Confirm the current status of cumulative cash dividends declared or accrued on the Series C shares.
- Review the Convertible Preferred Securities Agreement dated March 9, 2011, for full terms regarding conversion mechanics and liquidation preferences.
- Check subsequent filings to determine if the conversion price of $0.06 has been adjusted or if the shares have been converted to common stock.