Enerpulse Technologies, Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-02-06: Form 8-K; Period of report 2016-12-31; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2017-02-02: Form 8-K; Period of report 2017-01-26; Description 1.01 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 Securities; Details 1.01.
- 2016-08-02: Form 8-K; Period of report 2016-07-26; Description 1.01 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 Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2016-01-08: Form 8-K; Period of report 2015-12-31; Description 1.01 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 Officers; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-02-06 | 8-K | 2016-12-31 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On December 31, 2016, Enerpulse Technologies, Inc. (the “Company”) received notice from its independent registered public accounting firm, GHP Horwath, P.C. (“GHP”), that GHP has chosen not to stand for re-appointment as the Company’s auditor, and effective as of December 31, 2016, the client-auditor relationship between the Company and GHP Horwath, P.C. shall cease. | form8-k.htm |
| 2017-02-02 | 8-K | 2017-01-26 | 1.01 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 Securities | 1.01 As previously reported, on February 19, 2015, Enerpulse Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “2015 Purchase Agreement”) with a group of institutional and accredited investors and certain executives and directors of the Company (the “2015 Investors”). 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the description of the private placement of the 2017 Passaic Note and the 2017 Other Notes is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the description of the private placement of the 2017 Passaic Note and the 2017 Other Notes is incorporated by reference into this Item 3.02. | form8k.htm |
| 2016-08-02 | 8-K | 2016-07-26 | 1.01 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 Securities; 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 As previously reported, on February 19, 2015, Enerpulse Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “2015 Purchase Agreement”) with a group of institutional and accredited investors and certain executives and directors of the Company (the “2015 Investors”). 2.03 The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the description of the private placement of the Passaic Note and the 2016 is incorporated by reference into this Item 2.03. 3.02 The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the description of the private placement of the Passaic Note, the 2016 Notes, the Shares and the Series A Preferred Stock is incorporated by reference into this Item 3.02. 3.03 The information set forth in Items 1.01 and 5.03 of this Current Report on Form 8-K with respect to the description of the private placement of the Passaic Note, the 2016 Notes, the Shares, the Series A Preferred Stock and the Certificate of Designation is incorporated by reference into this Item 3.03. 5.03 In connection with the private placement and sale of the Passaic Note, the 2016 Notes, the Shares and the Series A Preferred Stock, the Company filed the Certificate of Designation with the Secretary of State of the State of Nevada. 8.01 On July __, 2016, the Company issued a press release announcing the sale and issuance of the Passaic Note, the 2016 Notes, the Shares and the Series A Preferred Stock. | form8-k.htm |
| 2016-01-08 | 8-K | 2015-12-31 | 1.01 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 Officers; 8.01 Other Events | 1.01 On December 31, 2015, Enerpulse Technologies, Inc., a Nevada corporation (the “Company”) entered into a Separation Agreement (the “Separation Agreement”) with Mr. Joseph E. Gonnella, pursuant to which Mr. Gonnella’s employment with the Company terminated effective December 31, 2015 . 5.02 Effective December 31, 2015, the Company, received the resignation of Joseph Gonnella as the Company’s Chief Executive Officer. 8.01 On January 7, 2016, the Company issued a press release announcing the appointments of Mr. Camilli and Mr. Porter and the resignation of Mr. Gonnella. | form8-k.htm |
| 2015-08-20 | 8-K | 2015-08-20 | 7.01 Regulation FD Disclosure | 7.01 On August 20, 2015, Enerpulse Technologies, Inc., a Nevada corporation (the “Company”) issued a letter to its shareholders (the “Letter”). | v418706_8k.htm |
| 2015-08-14 | 8-K | 2015-08-13 | 2.02 Results of Operations and Financial Condition | 2.02 On August 13, 2015, Enerpulse Technologies, Inc., a Nevada corporation (the “Company”) issued a press release reporting its financial results and a corporate update for the fiscal quarter ended June 30, 2015. | v418217_8-k.htm |
| 2015-05-21 | 8-K | 2015-05-21 | 2.02 Results of Operations and Financial Condition | 2.02 On May 21, 2015, Enerpulse Technologies, Inc., a Nevada corporation (the “Company”) issued a press release reporting its financial results for the fiscal quarter ended March 31, 2015. | v411380_8k.htm |
| 2015-05-07 | 8-K | 2015-05-05 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 (e) Compensatory Arrangements of Certain Officers. 5.07 The shareholders considered three proposals at the Annual Meeting, each of which is described in detail in the Company’s definitive proxy statement dated April 17, 2015. | v409859_8k.htm |
| 2015-03-24 | 8-K | 2015-03-18 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 18, 2015, Michael J. Hammons resigned as Chairman and a member of the Board of Directors of Enerpulse Technologies, Inc. (the “Company”). | v405387_8-k.htm |
| 2015-03-06 | 8-K/A | 2015-02-19 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On February 19, 2015, Enerpulse Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a group of institutional and accredited investors and certain executives and directors of the Company (the “Management Investors” and together with the other investors, the “Investors”). 3.02 The information contained in Item 1.01 is hereby incorporated by reference. | v403837_8-ka.htm |
| 2015-02-20 | 8-K | 2015-02-19 | 1.01 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 Securities; 8.01 Other Events | 1.01 On February 19, 2015, Enerpulse Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with a group of institutional and accredited investors and certain executives and directors of the Company (the “Management Investors” and together with the other investors, the “Investors”). 2.03 The information set forth in Item 1.01 is incorporated herein by reference. 3.02 The information contained in Item 1.01 is hereby incorporated by reference. 8.01 On January 19, 2015, the Company furloughed a total of 8 employees in manufacturing, research & development and administrative positions. | v402265_8k.htm |
| 2014-11-07 | 8-K | 2014-10-01 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On October 7, 2014, the Company issued a press release announcing the Green Bridge Agreement described above and on October 15, 2014, the Company issued a press release announcing the Imega Agreement described above. | v393592_8k.htm |
| 2014-11-03 | 8-K | 2014-11-03 | 8.01 Other Events | 8.01 On November 3, 2014, Enerpulse Technologies, Inc. (the “Company”) entered into an engagement letter with Roth Capital Partners, LLC (“Roth”) whereby Roth will serve as the Company’s placement agent in connection with a potential capital raise from accredited investors of approximately $4,000,000 of the Company’s equity or equity-linked securities. | v392852_8-k.htm |
| 2014-08-29 | 8-K | 2014-08-25 | 1.01 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03. | v388092_8k.htm |
| 2014-08-15 | 8-K | 2014-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2014, Enerpulse Technologies, Inc., a Nevada corporation (the “Company”) issued a press release providing a business update and announcing the Company’s results for the fiscal quarter ended June 30, 2014. | v386983_8k.htm |
| 2014-07-02 | 8-K | 2014-07-01 | 7.01 Regulation FD Disclosure | 7.01 Enerpulse Technologies, Inc. (the “Company”) hereby furnishes the Corporate Presentation attached hereto as Exhibit 99.1. | v383048_8k.htm |
| 2014-05-16 | 8-K | 2014-05-16 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 On May 16, 2014, Enerpulse Technologies, Inc., a Nevada corporation (the “Company”), entered into a Warrant Agency Agreement (the “Warrant Agreement”) with Securities Transfer Corporation. 8.01 On May 16, 2014, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Roth Capital Partners, LLC, as representative (the “Representative”) for the underwriters (the “Underwriters”). | v378935_8k.htm |
| 2014-03-25 | 8-K | 2014-03-19 | 1.01 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 | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided in response to Item 1.01 of this report is incorporated by reference into this Item 2.03. | v372637_8k.htm |
| 2013-12-10 | 8-K/A | 2013-09-04 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 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 Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 2.01 On September 4, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enerpulse Inc., a Delaware corporation (“Enerpulse”), and Enerpulse Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary formed for the purpose of the transaction (“Merger Sub”). 3.02 As more fully described in Item 2.01 above, in connection with the Merger, on the Closing Date, we issued a total of 9,931,628 (including shares of the Company’s common stock reserved for issuance upon exercise of warrants and options) shares of our common stock to the former shareholders of Enerpulse. 4.01 Effective September 4, 2013, Goldman Accounting Services CPA, PLLC (“Goldman”) was dismissed as the Company’s independent registered public accounting firm. 5.01 As more fully described in Item 2.01 above, incorporated herein by reference, on September 4, 2013, we closed the Merger. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, at the effective time of the Merger, Michael C. Hammons was appointed to the Registrant’s Board of Directors. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Enerpulse Merger Sub, Inc., with and into Enerpulse, Inc. (the operating company), effective September 4, 2013. 5.06 Reference is made to the Merger under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. | v362621_8ka.htm |
| 2013-11-20 | 8-K | 2013-11-17 | 8.01 Other Events | 8.01 On October 4, 2013, the stockholders of Enerpulse Technologies, Inc. (the “Company’) owning at least a majority of the outstanding shares of the Company’s common stock approved (the “Stockholder Approval”), by written consent, the Enerpulse Technologies, Inc. 2013 Equity Incentive Plan (the “Plan”). | v361125_8k.htm |
| 2013-11-08 | 8-K/A | 2013-09-04 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 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 Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 2.01 On September 4, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enerpulse Inc., a Delaware corporation (“Enerpulse”), and Enerpulse Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary formed for the purpose of the transaction (“Merger Sub”). 3.02 As more fully described in Item 2.01 above, in connection with the Merger, on the Closing Date, we issued a total of 9,931,628 (including shares of the Company’s common stock reserved for issuance upon exercise of warrants and options) shares of our common stock to the former shareholders of Enerpulse. 4.01 Effective September 4, 2013, Goldman Accounting Services CPA, PLLC (“Goldman”) was dismissed as the Company’s independent registered public accounting firm. 5.01 As more fully described in Item 2.01 above, incorporated herein by reference, on September 4, 2013, we closed the Merger. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, at the effective time of the Merger, Michael C. Hammons was appointed to the Registrant’s Board of Directors. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Enerpulse Merger Sub, Inc., with and into Enerpulse, Inc. (the operating company), effective September 4, 2013. 5.06 Reference is made to the Merger under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. | v359874_8ka.htm |
| 2013-10-24 | 8-K | 2013-10-15 | 8.01 Other Events | 8.01 On October 15, 2013, the board of directors of Enerpulse Technologies, Inc. adopted a code of ethics, which is attached to this Current Report on Form 8-K as Exhibit 14.1. | v357986_8k.htm |
| 2013-10-18 | 8-K/A | 2013-09-04 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 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 Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 2.01 On September 4, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enerpulse Inc., a Delaware corporation (“Enerpulse”), and Enerpulse Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary formed for the purpose of the transaction (“Merger Sub”). 3.02 As more fully described in Item 2.01 above, in connection with the Merger, on the Closing Date, we issued a total of 9,931,628 (including shares of the Company’s common stock reserved for issuance upon exercise of warrants and options) shares of our common stock to the former shareholders of Enerpulse. 4.01 Effective September 4, 2013, Goldman Accounting Services CPA, PLLC (“Goldman”) was dismissed as the Company’s independent registered public accounting firm. 5.01 As more fully described in Item 2.01 above, incorporated herein by reference, on September 4, 2013, we closed the Merger. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, at the effective time of the Merger, Michael C. Hammons was appointed to the Registrant’s Board of Directors. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Enerpulse Merger Sub, Inc., with and into Enerpulse, Inc. (the operating company), effective September 4, 2013. 5.06 Reference is made to the Merger under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. | v357519_8ka.htm |
| 2013-10-04 | 8-K | 2013-10-04 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 In connection with L2 Medical Development Company’s (the “Company”) receipt of approval from the Financial Industry Regulatory Authority (“FINRA”), effective October 4, 2013, the Company amended and restated its Articles of Incorporation to change its name from “L2 Medical Development Company” to “Enerpulse Technologies, Inc.” (the “Name Change”). 8.01 In connection with the Name Change described in Item 5.03 above, FINRA assigned the Company a new stock symbol, “ENPT”. | v356591_8-k.htm |
| 2013-09-20 | 8-K/A | 2013-09-04 | 2.01 Completion of Acquisition or Disposition of Assets | 2.01 Other than as expressly amended below, the information previously reported in Item 2.01 of the Original 8-K is incorporated by reference into this amendment. | v355411_8-ka.htm |
| 2013-09-18 | 8-K | 2013-09-15 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 (b) In connection with the merger transaction (the “Merger”) described in our Current Report on Form 8-K filed September 10, 2013 (the “Form 8-K”), Matthew C. Lipton tendered his resignation as a director effective ten days following our filing of a Schedule 14F-1 with the SEC and mailing the Schedule 14F-1 to our registered stockholders. | v355161_8k.htm |
| 2013-09-10 | 8-K | 2013-09-04 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 4.01 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 Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.06 Change in Shell Company Status | 2.01 On September 4, 2013, we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Enerpulse Inc., a Delaware corporation (“Enerpulse”), and Enerpulse Merger Sub, Inc., a Delaware corporation and our wholly-owned subsidiary formed for the purpose of the transaction (“Merger Sub”). 3.02 As more fully described in Item 2.01 above, in connection with the Merger, on the Closing Date, we issued a total of 9,931,628 (including shares of the Company’s common stock reserved for issuance upon exercise of warrants and options) shares of our common stock to the former shareholders of Enerpulse. 4.01 Effective September 4, 2013, Goldman Accounting Services CPA, PLLC (“Goldman”) was dismissed as the Company’s independent registered public accounting firm. 5.01 As more fully described in Item 2.01 above, incorporated herein by reference, on September 4, 2013, we closed the Merger. 5.02 In connection with the Merger and as contemplated by the Merger Agreement, at the effective time of the Merger, Michael C. Hammons was appointed to the Registrant’s Board of Directors. 5.03 We filed a certificate of merger to effect the merger of our wholly owned subsidiary, Enerpulse Merger Sub, Inc., with and into Enerpulse, Inc. (the operating company), effective September 4, 2013. 5.06 Reference is made to the Merger under the Merger Agreement, as described in Item 2.01, which is incorporated herein by reference. | v354602_8k.htm |
| 2013-09-05 | 8-K | 2013-09-04 | 7.01 Regulation FD Disclosure | 7.01 On September 4, 2013, Enerpulse, Inc., a Delaware corporation (“Enerpulse”), issued a press release announcing that it had consummated a merger with L2 Medical Development Company, a Nevada corporation (the “Registrant”) according to the terms of an Agreement and Plan of Merger, dated as of September 4, 2013 (the “Merger Agreement”), by and among the Registrant, its wholly owned subsidiary, Enerpulse Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and Enerpulse, pursuant to which Merger Sub merged with and into Enerpulse (the “Merger”), with Enerpulse as the surviving corporation and a wholly owned subsidiary of the Registrant. | v354407_8k.htm |
| 2013-07-29 | 8-K/A | 2013-07-24 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (i) On July 23, 2013, the Board of Directors of L2 Medical Development Company (the "Company") was notified by its auditors, S.W. Hatfield, CPA ("SWHCPA") of Dallas, Texas, that SWHCPA's registration with the Public Company Accounting Oversight Board ("PCAOB") was revoked due to failure to comply with PCAOB rules and interim auditing standards during audits of two unrelated public companies for their respective fiscal years ended 2003 and 2004. | l2med8k071913.htm |
| 2013-07-24 | 8-K | 2013-07-24 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (i) On July 24, 2013, L2 Medical Development Company, (the “Company”) formally informed S.W. Hatfield, CPA of its dismissal as the Company’s independent registered public accounting firm. | l2med8k071913.htm |
| 2012-05-10 | 8-K | 2012-05-09 | 1.01 Entry into a Material Definitive Agreement; 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 | 1.01 On May 9, 2012, we entered into a stock purchase agreement, (the “Stock Purchase Agreement”), with Matthew Lipton (the “Purchaser”), pursuant to which the Purchaser acquired 9,500,000 million shares of our common stock for $9,500.00 or, $.001 per share. 5.01 Reference is made to the disclosure set forth under Item 2.01 of this report, which disclosure is incorporated herein by reference. 5.02 In connection with the closing of the stock purchase transaction on May 9, 2012, Timothy P. Halter, our sole director and officer, submitted a resignation letter pursuant to which he resigned as a director and from all offices that he held effective immediately. | katy8k051012.htm |