Business Context and Reporting Period
Company: CECO Environmental Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: May 8, 2006
Event: Unregistered Sales of Equity Securities (Item 3.02)
Key Financial Metrics
This filing reports a specific capital transaction rather than periodic financial performance. The filing text does not provide data on revenue, profit, cash flow, margins, debt, or liquidity.
- Proceeds from Warrant Exercise: $870,001.20
- Shares Issued: 241,667 shares of common stock
- Exercise Price: $3.60 per share
Material Changes
The Company issued 241,667 shares of common stock following the exercise of warrants by two holders: Crestview Capital Fund L.P. (216,667 shares) and Crestview Capital Master, LLC (25,000 shares). These warrants were originally issued on December 31, 2001, with a five-year term and an initial exercise price of $3.60 per share.
Guidance, Outlook, and Risks
The filing contains no management commentary, forward-looking guidance, or discussion of risks and contingencies. The transaction was executed as a private placement exempt from registration under Section 4(2) of the Securities Act of 1933. The issued shares have been registered for resale on Form S-3 (File No. 333-130294).
Investor Verification Checklist
- Verify the total number of outstanding shares post-issuance to assess dilution impact.
- Confirm the status of the remaining unexercised warrants (111,667 shares) and their expiration date.
- Review the Form S-3 (File No. 333-130294) for details on the resale registration of the Warrant Shares.
- Check subsequent filings for the utilization of the $870,001.20 in proceeds.