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Revolution Lighting Technologies, Inc. Form 8-K: Current report, 2018

Revolution Lighting Technologies, Inc. Form 8-K: Current report

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

  • 2018-12-11: Form 8-K; Period of report 2018-12-06; 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; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; Details 1.01.
  • 2018-11-26: Form 8-K; Period of report 2018-11-21; 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; Details 1.01.
  • 2018-11-20: Form 8-K; Period of report 2018-11-15; Description 1.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 1.01.
  • 2018-11-14: Form 8-K/A; Period of report 2018-11-10; 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; Details 1.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2018-12-118-K2018-12-061.01 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; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review1.01 Entry into a Material Definitive Agreement.
2.03 The disclosure under Item 1.01 relating to the Note is incorporated by reference in its entirety in this Item 2.03.
4.02 As previously disclosed in the Form 12b-25 filed by the Company on November 13, 2018, the Company’s Audit Committee is conducting a review to assess the accuracy of the Company’s previously filed financial statements, the current focus of which is to review the extent to which the Company incorrectly recognized revenue with respect to bill and hold transactions beginning in 2014 until the second quarter of fiscal 2018, the period for which it used bill and hold revenue accounting, and whether the Company’s accounting for those transactions led to material errors in its financial statements.
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2018-11-268-K2018-11-211.01 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 As previously disclosed in Revolution Lighting Technologies, Inc.’s (“Revolution’s” or the “Company’s”) Current Report on Form 8-K, filed with the Securities and Exchange Commission (“SEC”) on November 13, 2018, the Company has been working to restructure its debt, which consists of a revolving line of credit under its loan and security agreement (as amended, modified, supplemented or restated from time to time, the “Loan Agreement”) with Bank of America N.A. (“Bank of America”) and loans from Robert V. LaPenta, Sr., Revolution’s Chairman and CEO, and Mr. LaPenta’s affiliate, Aston Capital, LLC (“Aston”).
2.03 The disclosure under Item 1.01 relating to the Fourteenth Amendment, the Consolidated Note, the Subordination and Intercreditor Agreement, the Security Agreement and the Guaranty is incorporated by reference in its entirety in this Item 2.03.
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2018-11-208-K2018-11-151.01 Entry into a Material Definitive Agreement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing1.01 As previously disclosed in the press release of Revolution Lighting Technologies, Inc. (the “Company”) issued on October 19, 2018 and in its amended Current Report on Form 8-K/A filed on November 13, 2018 (the “November 13th Form 8-K”), Robert V. LaPenta, Sr., the Company’s Chairman and CEO, has funded and has informed the Company that he intends to continue to fund the Company through continued periodic loans to the extent consistent with what he believes to be the best interests of the Company and its stockholders.
3.01 On November 15, 2018, the Company received a notification from the Nasdaq Stock Market (“Nasdaq”) informing the Company that since it has not yet filed its Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2018 (the “Quarterly Report”), the Company is not in compliance with Nasdaq Listing Rule 5250(c)(1) (the “Listing Rule”).
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2018-11-148-K/A2018-11-101.01 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 As previously disclosed in the press release of Revolution Lighting Technologies, Inc. (“Revolution” or the “Company”), issued on October 19, 2018, Robert V. LaPenta, Sr., Revolution’s Chairman and CEO, has funded and has informed the Company that he intends to continue to fund the Company through continued periodic loans to the extent consistent with what he believes to be the best interests of the Company and its stockholders.
2.03 The disclosure under Item 1.01 relating to the Note is incorporated by reference in its entirety in this Item 2.03.
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2018-11-138-K2018-11-101.01 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 As previously disclosed in the press release of Revolution Lighting Technologies, Inc. (“Revolution” or the “Company”), issued on October 19, 2018, Robert V. LaPenta, Sr., Revolution’s Chairman and CEO, has funded and has informed the Company that he intends to continue to fund the Company through continued periodic loans to the extent consistent with what he believes to be the best interests of the Company and its stockholders.
2.03 The disclosure under Item 1.01 relating to the Note is incorporated by reference in its entirety in this Item 2.03.
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2018-10-228-K2018-10-192.02 Results of Operations and Financial Condition2.02 Revolution Lighting Technologies, Inc. (“Revolution” or the “Company”) issued a press release on October 19, 2018, disclosing an ongoing investigation by the Securities and Exchange Commission (“SEC”) regarding certain revenue recognition practices of the Company, management’s views regarding the underlying reasons for the updated projections for the fiscal year 2018 which were previously disclosed in a press release filed on October 17, 2018 and additional detail related to the Company’s liquidity position.d629052d8k.htm
2018-10-178-K2018-10-172.02 Results of Operations and Financial Condition2.02 Revolution Lighting Technologies, Inc. (“Revolution” or the “Company”) issued a press release on October 17, 2018, disclosing certain preliminary financial results for its fiscal quarter ended September 30, 2018, updated projections for the fiscal year 2018 and the formation of a transaction committee to consider an offer from the Company’s Chairman and Chief Executive Officer.d629911d8k.htm
2018-08-208-K/A2018-08-029.01 Financial Statements and Exhibitsd604509d8ka.htm
2018-08-068-K2018-08-021.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition1.01 On August 3, 2018, Revolution Lighting Technologies, Inc. (“Revolution” or the “Company”) agreed, pursuant to an Exchange Agreement dated as of such date (the “Exchange Agreement”) to issue shares of its common stock, par value $0.001 per share (“Common Stock”), for the exchange and cancellation of a portion of its promissory note issued to Aston Capital, LLC (“Aston”).
2.02 The Company issued a press release on August 2, 2018, disclosing financial results for its fiscal quarter ended June 30, 2018 and held a management conference call to discuss these results.
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2018-05-048-K2018-05-015.02 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 Holders5.02 As further described in Item 5.07 of this Current Report on Form 8-K, at the Annual Meeting of Stockholders of Revolution Lighting Technologies, Inc. (the “Company”) held on May 1, 2018 (the “Annual Meeting”), the Company’s stockholders voted to approve Amendment No. 5 (the “Amendment”) to the Company’s 2013 Stock Incentive Plan, as amended (the “2013 Plan”), to increase the number of shares of the Company’s Common Stock available for issuance under the 2013 Plan from 1,600,000 to 2,600,000 shares.
5.07 The Annual Meeting was held on May 1, 2018.
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2018-01-318-K2018-01-293.02 Unregistered Sales of Equity Securities3.02 Pursuant to a January 29, 2018 agreement, Revolution Lighting Technologies, Inc. (the “Company”) sold 850,000 shares of the Company’s Common Stock, $0.001 par value per share (the “Common Stock”) to Robert V. LaPenta and 150,000 shares of Common Stock to James A. DePalma for $3.60 per share, with total proceeds to the Company of $3,600,000.revolutionlight_8kjan292018.htm