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6D Global Technologies, Inc Form 8-K: Current report

6D Global Technologies, Inc Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2019-07-01: Form 8-K; Period of report 2019-07-01; Description 8.01 Other Events; Details 8.01.
  • 2018-06-15: Form 8-K; Period of report 2018-06-15; Description 9.01 Financial Statements and Exhibits.
  • 2018-04-13: Form 8-K; Period of report 2018-04-13; Description 8.01 Other Events; Details 8.01.
  • 2017-03-09: Form 8-K; Period of report 2017-03-09; Description 8.01 Other Events; Details 8.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2019-07-018-K2019-07-018.01 Other Events8.01 As you may or may not know, four (4) 6D Global Technologies, Inc. (“6D”) shareholders filed a “class action” against 6D which stems, in essence from NASDAQ’s wrongful delisting of our company in 2015.sixdglobal20190701_8k.htm
2018-06-158-K2018-06-159.01 Financial Statements and Exhibitssixdglobal8k061418.htm
2018-04-138-K2018-04-138.01 Other Events8.01 On November 20, 2015, the NASDAQ Stock Market acted on fabricated NASDAQ Listing Qualifications Staff allegations, intentionally and wrongfully delisted 6D Global Technologies (“Company”, “6D”, “SIXD”), a U.S. based company and a leader in digital marketing.sixdglobal8k041218.htm
2017-03-098-K2017-03-098.01 Other Events8.01 On March 9, 2017, 6D Global Technologies, Inc. (the "Company") issued a press release announcing the dismissal, with prejudice, of certain litigation putatively brought on behalf of the Company's stockholders against the Company, certain of its officers and directors, and certain third-parties.sixdglobal8k030917.htm
2016-12-198-K2016-11-283.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On or about November 28, 2016, 6D Global Technologies, Inc. (the “Company”) was notified by The NASDAQ Stock Market, LLC (“NASDAQ”), of NASDAQ’s intention to delist the shares of the Company’s common stock listed on the NASDAQ exchange.sixdglobal8k121916.htm
2016-08-238-K2016-08-195.07 Submission of Matters to a Vote of Security Holders5.07 On August 19, 2016, 6D Global Technologies, Inc. (the "Company") held its 2016 Annual Meeting of Stockholders (the "Annual Meeting").sixdglobal8k082316.htm
2016-07-088-K2016-07-064.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review4.02 On July 6, 2016 the board of directors (the “Board”) of 6D Global Technologies, Inc. (the “Company”), including all members of the audit committee of the Board (the “Audit Committee”) and in consultation with the Company’s independent accounting firm SingerLewak LLP (“SingerLewak”), concluded that the Company’s interim financial statements as reported on the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2015 should not be relied upon because they incorrectly recorded the accretion for deemed dividends and issuance costs associated with the Company’s Series A Redeemable Convertible Preferred Stock, resulting in an overstatement in our net loss per common share attributable to common stockholders; incorrectly calculated an adjustment for the beneficial conversion feature associated with the Company’s Series A Redeemable Convertible Preferred Stock; and need to record an adjustment to goodwill to reflect the fair value of the stock consideration for the business acquisitions made during the first quarter of 2015.sixdglobal8k070816.htm
2016-07-018-K2016-07-015.08 Shareholder Director Nominations5.08 6D Global Technologies, Inc. (the “Company”) currently intends to hold its 2016 Annual Meeting of Stockholders (the “2016 Annual Meeting”) on August 19, 2016.sixdglobal8k070116.htm
2016-05-208-K2016-05-173.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On May 17, 2016, 6D Global Technologies, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff (the “Nasdaq Staff”) stating that the Company’s delay in filing its first quarter 2016 Form 10-Q, which was due on May 10, 2016, constitutes an event of non-compliance with Listing Rule 5250(c)(1) and therefore a separate basis for delisting the Company’s common stock from The NASDAQ Stock Market LLC (“Nasdaq”).sixdglobal8k052016.htm
2016-04-298-K2016-04-265.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 26, 2016, 6D Global Technologies, Inc. (the “Company”) appointed Bradley Timchuk, 51, to serve as the President and Chief Operations Officer of the Company, effective May 1, 2016 and for a period of two years.sixdglobal8k042916.htm
2016-04-188-K2016-04-123.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 4.01 Changes in Registrant's Certifying Accountant3.01 On April 12, 2016, 6D Global Technologies, Inc. (the “Company”) received a letter from the Nasdaq Listing Qualifications Staff (the “Staff”) stating that the Staff had identified two additional bases for delisting the Company’s securities from The NASDAQ Stock Market LLC (“Nasdaq”).
4.01 On April 18, 2016, the Audit Committee of the Board of Directors of the Company engaged SingerLewak LLP (“SingerLewak”) as the Company’s independent registered public accounting firm.
sixdglobal8k041816.htm
2016-04-088-K2016-04-055.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective as of April 5, 2016, the Board of Directors (the “Board”) of 6D Global Technologies, Inc. (the “Company”) elected Sarah Michael as a member of the Board, to fill the vacancy created by the resignation of Adam Hartung.sixdglobaltech8k040816.htm
2016-03-258-K2016-03-248.01 Other Events8.01 On March 24, 2016, 6D Global Technologies, Inc. (the “Company”) was notified that the Nasdaq Hearings Panel (the “Panel”) had denied the Company’s appeal regarding its continued listing on The Nasdaq Stock Market (“Nasdaq”), and will suspend trading in the Company’s shares effective at the open of business on Tuesday, March 29, 2016.sixdglobaltech8k032416.htm
2016-03-238-K2016-03-174.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events4.01 On March 17, 2016, BDO USA, LLP (“BDO”) informed 6D Global Technologies, Inc. (the “Company”) of its resignation as the Company’s independent registered public accounting firm, effective immediately.
4.02 By letter dated March 21, 2016, BDO notified the Company that the financial statements for the fiscal year ended December 31, 2014 should not be relied upon because of the financial statements failure to reflect a currently estimated $226,000 of additional stock compensation expense and because of BDO’s inability to rely on the representations provided by the CEO.
5.02 On March 17, 2016, Adam Hartung, resigned from his position as a member of the Board.
8.01 On December 4, 2015 the Audit Committee resolved to undertake a Section 10A independent investigation (the “Investigation”) as to whether there were any merits to the concerns expressed by the Staff of the Nasdaq Stock Market (“Nasdaq”) in its de-listing letter dated November 20, 2015, and/or whether there had been any misrepresentations or improper behaviors on the part of the Company’s management tied to any of the concerns expressed by Nasdaq as they refer to Benjamin Wey (“Wey”), the actions of Wey and his colleagues and the Company’s management.
sixdglobal8k032316.htm
2016-01-208-K2016-01-141.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.sixdglobaltech8k012016.htm
2016-01-198-K2015-12-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (e) On December 2, 2015, 6D Global Technologies, Inc. (the “Company”) entered into a new written employment agreement with Tejune Kang, the Company’s Chief Executive Officer and Chairman of the Board.sixdglobaltech8k011516.htm
2015-11-258-K2015-11-203.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On November 20, 2015, 6D Global Technologies, Inc. (the “Company”) received a letter from The Nasdaq Listing Qualifications Staff (the “Staff”) stating that the Staff has determined that the Company’s common stock would be subject to suspension and then delisting from The Nasdaq Capital Market pursuant to the Staff’s discretionary authority under Listing Rule 5101, unless the Company timely requests a hearing before an independent Nasdaq Listing Qualifications Panel (the “Panel”).sixdglobal8k112515.htm
2015-11-188-K2015-11-182.02 Results of Operations and Financial Condition2.02 On November 18, 2015, 6D Global Technologies, Inc. issued a press release reporting financial results for the quarter ended September 30, 2015.sixdglobal8k111715.htm
2015-10-298-K2015-10-245.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 Effective as of October 24, 2015, the Board of Directors (the “Board”) of 6D Global Technologies, Inc. (the “Company”) elected Piotr (Pete) A. Chrzaszcz as a member of the Board, to fill the vacancy created by the resignation of David Kaufman.sixdglobal8k102915.htm
2015-10-068-K2015-09-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 30, 2015, David S. Kaufman, a director of 6D Global Technologies, Inc. (the “Company”), gave written notice to the Company of his resignation from his position as a member of the Board of Directors of the Company (the “Board”).sixdglobal8k100615.htm
2015-08-138-K2015-08-101.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 Entry into a Material Definitive Agreement.
3.02 On August 10, 2015, 6D Global Technologies, Inc. (the “Company”) entered into a Stock Purchase Agreement (the “Purchase Agreement”) with a single institutional investor (the “Investor” or “holder”) pursuant to which the Company agreed to issue and sell 1,088 shares of the Company’s newly designated Series A Redeemable Convertible Preferred Stock of the Company, par value $0.00001 per share (the “Series A Preferred Stock”), convertible into shares of the Company’s common stock, at a fixed conversion price of $5.25 per share (the “Conversion Price”), at a purchase price of $10,000 per share with an 8% original issue discount, for total gross proceeds of $10.0 million, or the sale of approximately $10.88 million, subject to the terms and conditions described herein.
3.03 The information set forth above and referenced under Item 3.02 that relates to the Certificate of Designations is hereby incorporated by reference into this Item 3.03.
5.03 The information set forth above and referenced under Item 3.02 that relates to the Certificate of Designations is hereby incorporated by reference into this Item 5.03.
sixdglobal8k081315.htm
2015-07-148-K2015-07-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 14, 2015, Matthew Sullivan, the Executive Vice President of 6D Global Technologies, Inc. (the “Company”), resigned from his position at the Company in order to pursue other opportunities in the not-for-profit sector.sixdglobaltech8k071415.htm
2015-06-098-K2015-06-035.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders5.03 The information disclosed in Item 5.07 is incorporated herein by reference.
5.07 Eight proposals were submitted to a vote of the stockholders of the Company at the Company’s 2015 Annual Meeting of Stockholders, which was held on June 3, 2015 (the “Annual Meeting”).
sixdglobaltech8k060815.htm
2015-06-058-K/A2015-03-209.01 Financial Statements and Exhibits9.01 (1) The audited financial statements of SwellPath, including SwellPath’s audited balance sheets as of December 31, 2014 and 2013, and statements of operations, and statements of cash flows for the years ended December 31, 2014 and 2013, are filed as Exhibit 99.1 hereto and are incorporated by reference herein.sixdglobal8ka060415.htm
2015-05-208-K/A2015-03-049.01 Financial Statements and Exhibits9.01 (1) The audited financial statements of Storycode, including Storycode’s audited balance sheet as of December 31, 2014, and statement of operations, and statement of cash flows from September 16, 2014 (date of inception) through December 31, 2014, are filed as Exhibit 99.1 hereto and are incorporated by reference herein.sixdglobal8ka051915.htm
2015-03-308-K2015-03-302.02 Results of Operations and Financial Condition2.02 On March 30, 2015, 6D Global Technologies, Inc. issued a press release reporting financial results for the fiscal year ended December 31, 2014.sixdglobal8k032715.htm
2015-03-238-K2015-03-201.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.01 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01.
3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
sixdglobal8k032015.htm
2015-03-058-K2015-03-041.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.01 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 2.01.
3.02 The information contained above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
sixdglobal8k030515.htm
2014-12-238-K2014-12-235.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On December 23, 2014, 6D Global Technologies, Inc. (the “Company”) announced the appointment of Mark Szynkowski, 46, to serve as the Chief Financial Officer of the Company.sixdglobal8k122314.htm
2014-12-108-K2014-12-098.01 Other Events8.01 6D Global Technologies, Inc. (the “Company”) is furnishing herewith a press release issued on December 9, 2014, as Exhibit 99.1, which is included herein.sixdglobal8k121014.htm
2014-12-058-K2014-12-048.01 Other Events8.01 On December 4, 2014, 6D Global Technologies, Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC approving the Company’s application to trade the Company’s common stock on The Nasdaq Capital Market.sixdglobal8k120514.htm
2014-11-218-K2014-11-211.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 On November 21, 2014, 6D Global Technologies, Inc. (the “Company”) completed a private placement equity offering (the “Private Placement”) to accredited investors (the “Purchasers”).
3.02 The response to this item is included in Item 1.01 and is incorporated by reference into this Item 3.02.
sixdglobal8k112014.htm
2014-10-278-K2014-10-224.01 Changes in Registrant's Certifying Accountant4.01 On October 22, 2014, 6D Global Technologies, Inc. (the “Company”), with the approval of the Audit Committee of the board of directors, engaged BDO USA, LLP (“BDO”) as the Company’s new independent registered public accounting firm.sixdglobal8k102714.htm
2014-10-018-K2014-09-291.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year1.01 On September 29, 2014, 6D Global Technologies, Inc. consummated a share exchange (the “Exchange”) with Six Dimensions, Inc. pursuant to the Agreement and Plan of Share Exchange, dated as of June 13, 2013 between the Company, Six Dimensions and the shareholders of Six Dimensions (the “Exchange Agreement”).
2.01 The response to this item is included in Item 1.01 and is incorporated by reference into this Item 2.01.
3.02 The response to this item is included in Item 1.01 and is incorporated by reference into this Item 3.02.
3.03 The response to this item is included in Items 1.01, 5.01 and 5.03 and is incorporated by reference into this Item 3.03.
5.01 Pursuant to the Exchange, Six Dimensions shareholders own 38,664,871 shares or approximately 50% of the Company’s outstanding Common Stock.
5.02 Effective as of the closing of the Exchange, the Board of Directors of the Company unanimously resolved (i) to accept the resignation of Mr. Terry McEwen as Chairman of the Board of Directors and Chief Executive Officer of the Company, (ii) to appoint Mr. Tejune Kang as Chairman of the Board of Directors, Chief Executive Officer and interim Chief Financial Officer of the Company and (iii) to elect Mr. Adam Hartung, Mr. David Kaufman, Mr. Anubhav Saxena and to re-elect Mr. Terry McEwen to the Company’s Board of Directors.
5.03 Effective as of September 29, 2014, the Company changed its state of incorporation from the State of Nevada to the State of Delaware (the “Reincorporation”) pursuant to a plan of conversion, dated September 29, 2014 (the “Plan of Conversion”).
sixdglobaltech8k100114.htm
2014-09-168-K2014-09-105.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events5.03 CleanTech Innovations, Inc. (the “Company”) has filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effect a one (1)-for-two and three-tenths (2.3) reverse stock split (the “Reverse Split”) of the authorized and issued and outstanding shares of its common stock, par value $0.00001 per share (the “Common Stock”).
8.01 At the market opening on September 25, 2014, the Common Stock will be listed on the NASDAQ Stock Market on a split-adjusted basis.
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2014-09-108-K2014-09-088.01 Other Events8.01 On September 8, 2014, CleanTech Innovations, Inc. (the “Company”) received a written decision from The NASDAQ Stock Market LLC (“NASDAQ”) indicating that the NASDAQ Hearings Panel (the “Hearings Panel”) had determined to maintain the listing of the Company’s common stock on the NASDAQ until December 5, 2014.d786901d8k.htm
2014-08-278-K2014-08-203.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On August 20, 2014 CleanTech Innovations, Inc. (the “Company”) received a written notification from the NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that it had failed to comply with NASDAQ Listing Rule 5550(b) (the “Rule”) which requires that issuers maintain either: (1) stockholders’ equity of $2.5 million; or (2) market value of listed securities of $35 million; or (3) net income from continuing operations of $500,000 in the most recently completed fiscal year or two of the last three most recently completed fiscal years.d781046d8k.htm
2014-08-088-K2014-08-043.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 As previously reported, on July 24, 2013 CleanTech Innovations, Inc. (the “Company”) received a written notification from the NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that it had failed to comply with NASDAQ Listing Rule 5550(a)(2) (the “Rule”) because the closing bid price per share of its common stock was below the $1.00 minimum bid price requirement for continued listing of its common stock.cleantech8k080814.htm
2014-07-038-K2014-06-303.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events3.01 (a) On June 30, 2014, Cleantech Innovations, Inc. (the “Registrant”) received a deficiency letter from The Listing Qualifications Department of The NASDAQ Stock Market LLC (“NASDAQ”) indicating that it was no longer in compliance with NASDAQ’s majority independent board, audit committee composition, independent director oversight of executive compensation and director nomination requirements as such requirements are set forth in NASDAQ Listing Rules 5605(b)(1), 5605(c)(2), 5605A(d) and 5605(e)(1), respectively.
5.03 The Registrant has filed a Certificate of Change pursuant to Section 78.209 of the Nevada Revised Statutes (the “Certificate of Change”) with the Secretary of State of the State of Nevada to effect a one (1)-for-three (3) reverse stock split (the “Reverse Split”) of the authorized and issued and outstanding shares of the common stock, par value $0.00001 per share, of the Registrant (the “Common Stock”).
8.01 At the market opening on July 14, 2014, the Registrant’s Common Stock will be listed on the NASDAQ Stock Market on a split-adjusted basis.
cleantech8k070314.htm
2014-06-178-K2014-06-131.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.d745680d8k.htm
2014-06-168-K2014-06-111.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 Further to the transactions described in Item 1.01 to this Current Report on Form 8-K, the Registrant’s Board of Directors (the “Board”) determined to reconstitute the Board and replace Bei Lu as Chief Executive Officer of the Registrant.
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2014-01-088-K2013-08-171.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement1.02 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01, “Entry into a Material Definitive Agreement,” is incorporated herein by reference.
2.04 On December 13, 2010, the Company entered into a loan with NYGG(Asia) for $10 million.
cleantech8k010814.htm
2013-10-038-K2013-09-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 (d) On September 30, 2013, the Board of Directors of CleanTech Innovations, Inc. voted to appoint Terry K. McEwen as a member of the Board of Directors, Chairman of the Audit Committee, and member of the Compensation Committee and Nominating and Corporate Governance Committee effectively immediately.
8.01 On October 1, 2013, CleanTech Innovations, Inc. issued a press release announcing the appointment of Mr. McEwen to the Board of Directors.
cleantech8k100313.htm
2013-07-298-K2013-07-243.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On July 29, 2013, the Company issued a press release announcing that the Securities Exchange Commission has reversed the 2011 delisting of the Company’s stock on the NASDAQ Stock Market, LLC and ordered that the Company’s stock be listed on the NASDAQ Stock Market.cleantech8k072613.htm
2012-04-038-K2012-04-025.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On April 2, 2012, Arnold Staloff voluntarily resigned from his position as a director of CleanTech Innovations, Inc, or the Company.cleantech8k040312.htm
2012-03-278-K2012-03-218.01 Other Events8.01 On March 21, 2012, Fensterstock & Partners LLP, or Fensterstock, filed a complaint in the Supreme Court of the State of New York against CleanTech Innovations, Inc., or the company, and others, seeking $400,808.13 in unpaid legal fees in connection with Fensterstock’s representation of the company in its suit against the NASDAQ Stock Market, LLC and NASDAQ OMX Group.cleantechinnovations8k032712.htm
2012-03-028-K2012-03-011.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On March 1, 2012, CleanTech Innovations, Inc., or the Company, entered into the First Amendment to the Loan Agreement and Promissory Note, or the First Amendment, to the Loan Agreement between the Company and NYGG (Asia), Ltd., dated December 13, 2010, and the related $10,000,000 Promissory Note of the Company, dated December 13, 2010, or the Note, extending the maturity date of the Note from March 1, 2012, to March 1, 2013, and, effective March 1, 2012, changing the interest rate to 8.5% per annum, payable quarterly in advance.
2.03 The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
cleantech8k030212.htm
2012-02-278-K2012-02-218.01 Other Events8.01 On February 21, 2012, CleanTech Innovations, Inc., or the Company, decided not to appeal the dismissal of the Company’s suit against the NASDAQ Stock Market, LLC and NASDAQ OMX Group to the Second Circuit Court of Appeals.cleantech8k022712.htm
2012-02-068-K2012-01-318.01 Other Events8.01 On January 31, 2012, the United States District Court for the Southern District of New York dismissed CleanTech Innovations, Inc.’s suit against the NASDAQ Stock Market, LLC and NASDAQ OMX Group on the basis of a lack of federal subject matter jurisdiction.cleantech8k020312.htm
2012-01-188-K2012-01-188.01 Other Events8.01 On January 18, 2012, the Company issued a press release announcing the filing of an amended complaint in the United States District Court for the Southern District of New York against the NASDAQ Stock Market, LLC and NASDAQ OMX Group alleging racially-motivated discriminatory acts and policies against the Company.cleantech8k011712.htm
2012-01-188-K2012-01-058.01 Other Events8.01 On January 5, 2012, CleanTech Innovations, Inc., or the Company, filed an amended complaint in the United States District Court for the Southern District of New York against the NASDAQ Stock Market, LLC and NASDAQ OMX Group, referred to collectively as NASDAQ, attached hereto as Exhibit 99.13.cleantech8k011312.htm
2011-09-268-K2011-09-205.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 20, 2011, CleanTech Innovations, Inc. (the “Company”) promoted Mr. Sheng Ma, the Company’s Accounting Supervisor, to the position of Chief Financial Officer, replacing Ms. Nan Liu, who voluntarily resigned, effective September 20, 2011.cleantech8k092311.htm
2011-05-168-K2011-05-162.02 Results of Operations and Financial Condition2.02 On May 16, 2011, CleanTech Innovations, Inc. issued a press release announcing its financial results for the fiscal quarter ended March 31, 2011.cleantechinnovations8k051611.htm
2011-03-028-K2011-02-281.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On February 28, 2011, Liaoning Creative Wind Power Equipment Co., Ltd., a wholly owned subsidiary of CleanTech Innovations, Inc., won its bid for a wind tower supply contract from Huaneng Renewable Ltd., a subsidiary of the China Huaneng Group, the largest energy company in China.
8.01 On March 2, 2011, CleanTech Innovations, Inc. issued a press release announcing its winning of the wind tower contract described in Item 1.01.
cleantech8k030111.htm
2011-03-018-K2011-02-283.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On February 28, 2011, CleanTech Innovations, Inc. (the “Company”) received notification that the NASDAQ Listing Qualifications Panel (the “Panel”) had determined to delist the Company’s securities from The NASDAQ Stock Market (“NASDAQ”), effective with the open of business on March 2, 2011, pursuant to NASDAQ’s discretionary authority under Listing Rule 5101.cleantechinnovations8k022811.htm
2011-02-228-K2011-02-222.02 Results of Operations and Financial Condition2.02 On February 22, 2011, CleanTech Innovations, Inc. issued a press release announcing its financial results for the fiscal year ended December 31, 2010.cleantech8k022011.htm
2011-02-228-K2011-02-215.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On February 21, 2011, Joseph S. Rizzello resigned his position as a director of CleanTech Innovations, Inc. Mr. Rizzello indicated that the increasing demands of his positions as Chief Executive Officer of the National Stock Exchange, Inc. and Chairman and Chief Executive Officer of NSX Holdings, Inc. would not allow him to dedicate the time necessary to fulfill his duties as one of our directors.cleantech8k022111.htm
2011-01-218-K2011-01-141.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 On January 14, 2011, Liaoning Creative Wind Power Equipment Co., Ltd., a wholly owned subsidiary of CleanTech Innovations, Inc., entered into two wind tower contracts with Huaneng Tongyu Xinhua Wind Power Generation Co. Ltd., a subsidiary of the China Huaneng Group, the largest energy company in China.
8.01 On January 21, 2011, CleanTech Innovations, Inc. issued a press release announcing the wind tower contracts described in Item 1.01.
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2011-01-208-K2011-01-133.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 On January 13, 2011, CleanTech Innovations, Inc. received a delisting notice from the NASDAQ Staff pursuant to its discretionary authority under Listing Rule 5101, which asserts that we failed to timely notify NASDAQ of our plans to complete the December 2010 financing transactions as required by Listing Rules 5205(e) and 5250(a)(1).v208458_8k.htm
2011-01-118-K2010-01-051.01 Entry into a Material Definitive Agreement1.01 On January 5, 2010, CleanTech Innovations, Inc. amended the Registration Rights Agreement, dated December 13, 2010, between us and the accredited institutional investors as signatories thereto, the form of which was filed as Exhibit 4.6 to our Current Report on Form 8-K filed on December 16, 2010.v207748_8k.htm
2010-12-208-K2010-12-165.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 (d) On December 16, 2010, the Board of Directors of CleanTech Innovations, Inc. voted to (i) increase the size of the Board of Directors to six and (ii) appoint Joseph S. Rizzello as a member of the Board of Directors and as a member of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee effective immediately.
8.01 On December 20, 2010, CleanTech Innovations, Inc. issued a press release announcing the appointment of Mr. Rizzello to the Board of Directors.
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2010-12-178-K2010-12-178.01 Other Events8.01 On December 17, 2010, CleanTech Innovations, Inc. (the “Company”) issued a press release announcing that the Company’s management shareholders and insiders voluntarily entered into three-year lockup agreements, dated July 2, 2010, to demonstrate management’s commitment towards the long-term success of the Company.v205840_8k.htm
2010-12-168-K2010-12-131.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 On December 13, 2010, CleanTech Innovations, Inc. (the “Company”) completed a closing of US $20,000,000 in a combination of equity and debt offerings through accredited institutional investors.
2.03 The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
3.02 The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
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2010-11-038-K2010-11-032.02 Results of Operations and Financial Condition2.02 On November 3, 2010, CleanTech Innovations, Inc. issued a press release announcing its financial results for the fiscal quarter ended September 30, 2010.v200834_8-k.htm
2010-10-158-K2010-10-141.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 On October 14, 2010, CleanTech Innovations, Inc. (the “Company”) entered into a Short Term Loan Agreement with Strong Growth Capital Ltd. (the “Lender”) in the amount of $1.5 million (the “Loan Agreement”) for working capital to help meet significantly increased demand for the Company’s products.
2.03 The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.
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2010-09-298-K2010-09-285.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 (b) On September 28, 2010, CleanTech Innovations, Inc. (the “Company”) promoted Ms. Nan Liu, the Company’s Financial Comptroller, to the position of Chief Financial Officer, replacing Ms. Guifu Li, who voluntarily retired, effective September 28, 2010.v197685_8k.htm
2010-07-218-K2010-07-207.01 Regulation FD Disclosure7.01 Officers of CleanTech Innovations, Inc. (the “Company”) will present information to institutional and strategic investors commencing July 21, 2010.v191062_8k.htm
2010-07-148-K2010-07-081.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics; 8.01 Other Events1.01 On July 12, 2010, CleanTech Innovations, Inc. (the “Company”) completed a closing of a private placement offering (the “Offering”) of Units (as defined below) pursuant to which the Company sold an aggregate of 3,333,333 Units at an offering price of $3.00 per Unit for aggregate gross proceeds of $10,000,000.
3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02.
5.02 (d) On July 13, 2010, the Board of Directors of the Company voted to (i) increase the size of the Board of Directors to five and (ii) appoint Messrs.
5.05 On July 8, 2010, the Board of Directors of the Company adopted a revised and amended Code of Conduct (the “Code of Conduct”), superseding and replacing the prior Code of Ethics adopted in 2008.
8.01 On July 13, 2010, the Company issued a press release announcing the completion of a closing of $10,000,000 equity financing.
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2010-07-028-K2010-07-021.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.01 We refer to Item 1.01 above, “Entry into a Material Definitive Agreement,” and incorporate the contents of that section herein, as if fully set forth under this Section 2.01.
3.02 Pursuant to the Share Exchange Agreement, we issued an aggregate of 15,122,000 shares of common stock to 5 non-U.S. persons, the former stockholders of Creative Bellows, as contemplated by Rule 902 under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for all of the equity interests of Creative Bellows.
5.01 Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
5.02 On July 2, 2010, as of the closing of the Share Exchange, Mr. Jonathan Woo resigned as our director and Ms. Bei Lu was appointed Chairman of the Board of Directors and Mr. Dianfu Lu was appointed to our Board of Directors.
5.03 On June 18, 2010, the Company changed its name to CleanTech Innovations Inc. and filed Articles of Merger with the Secretary of State of the State of Nevada amending the Articles of Incorporation of the Company to reflect such change in company name.
5.06 On July 2, 2010, we consummated the transactions contemplated by the Share Exchange Agreement.
8.01 On June 17, 2010, our Board of Directors authorized an 8-for-1 forward stock split of all outstanding shares of our common stock, par value $.00001 per share (the “Common Stock”).
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2009-05-018-K/A2009-04-234.01 Changes in Registrant's Certifying Accountant4.01 On April 23, 2009, the Company dismissed Malone & Bailey, PC (“Malone & Bailey”) as its principal independent public accountant, and engaged Goldman Parks Kurland Mohidin, LLP (“GPKM”) as its new principal independent accountant.everton8ka42309.htm
2009-04-248-K2009-04-234.01 Changes in Registrant's Certifying Accountant; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers4.01 On April 23, 2009, the Company dismissed Malone & Bailey, PC (“Malone & Bailey”) as its principal independent public accountant and engaged Goldman Parks Kurland Mohidin, LLP (“GPKM”) as its new principal independent accountant.
5.01 Effective on April 23, 2009, our prior Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, Maryna Bilynska ("Seller"), entered into an agreement for the sale and purchase of securities (the "Agreement") with Mr. Jonathan Woo ("Purchaser").
5.02 Effective on April 23, 2009, the Board of Directors (the "Board") appointed Jonathan Woo as a director of the Company and accepted the resignation of Maryna Bilynska as Chief Executive Officer, President, Chief Financial Officer, Treasurer, Secretary, and director of the Company.
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