SEC Filing Summary: Ecology Coatings, Inc. (8-K)
Business Context and Reporting Period
This Form 8-K was filed by Ecology Coatings, Inc. on August 20, 2009, reporting events that occurred on August 19, 2009. The filing discloses unregistered sales of equity securities. Note: The request metadata referenced "ABVC BIOPHARMA, INC.", but the filing text explicitly identifies the registrant as Ecology Coatings, Inc.
Key Financial Metrics
The filing does not provide standard financial metrics such as revenue, profit, cash flow, margins, or total debt. The only financial data disclosed relates to a specific equity transaction:
- Transaction Amount: $25,000 (25 shares at $1,000 per share).
- Security Type: 5% Convertible Preferred Shares, Series B.
- Investor: Equity 11, Ltd.
Material Changes
On August 19, 2009, the company sold an additional 25 shares of 5% Convertible Preferred Shares, Series B to Equity 11, Ltd. Following this transaction, Equity 11, Ltd. holds a total of 516 Convertible Preferred Shares, Series B. The investor also holds 2,436 Convertible Preferred Shares and 1,178,500 warrants from a prior agreement dated August 28, 2008.
Terms, Risks, and Contingencies
- Conversion Terms: The Series B shares have a liquidation preference of $1,000 per share. The conversion price is set at 20% of the average closing price of the company's common stock on the Over-The-Counter Bulletin Board for the five prior trading days before each investment.
- Distributions: Shares pay cumulative cash distributions at an initial rate of 5% per annum, subject to Board declaration.
- Registration Status: The shares were sold under Section 4(2) of the Securities Act exemption. Neither the preferred shares nor the underlying common shares are registered and cannot be resold in the U.S. without registration or an applicable exemption.
Investor Verification Checklist
- Verify the current trading price of the company's common stock on the OTC Bulletin Board to calculate the actual conversion price for the Series B shares.
- Confirm the total outstanding equity count, as the filing notes Equity 11, Ltd. holds multiple classes of preferred shares and warrants.
- Review the referenced Current Reports (filed May 20, May 28, June 10, July 27, July 31, and August 13, 2009) for the full Convertible Preferred Securities Agreement details.
- Check for any subsequent filings regarding the declaration of the 5% cumulative cash distributions.