Section 3 — Securities and Trading Markets
Item 3.02 Unregistered Sales of Equity Securities.
In connection with the transactions described in Item 8.01, JBI, Inc. (the “Company”) agreed to issue the Shares described therein. Such issuances were made in reliance on the exemption from registration provided by Section 4(2) of the Act, and Regulation D promulgated thereunder on the basis that the issuances did not involve a public offering and the purchasers made certain representations to the Company in the purchase agreements executed in connection with the private placement, including without limitation, that the purchasers were “accredited investors” as defined in Rule 501 under the Act.
Section 7 — Regulation FD
Item 7.01 Regulation FD Disclosure.
On May 22, 2012, John Bordynuik, Chief of Technology of the Company, will deliver a presentation at the Federation of New York Solid Waste Associations, Solid Waste & Recycling Conference. The presentation will provide a synopsis of the development of the Company’s Plastic2Oil® process to date, with a focus on redefining plastic diversion for a cleaner, greener planet. The Company is furnishing the presentation slides attached as Exhibit 99.1 to this Current Report on Form 8-K that Mr. Bordynuik will use in the presentation. The presentation slides will also be posted on the investor relations section of the Company’s website.
The information furnished on this Current Report on Form 8-K, including the exhibit attached, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Section 8 — Other Events
Item 8.01 Other Events.
On May 18, 2012, the Company increased the maximum offering amount of its private placement previously reported in the Company’s Current Report on Form 8-K, dated May 15, 2012, and consummated the sale of 1,097,500 additional shares (“Shares”) of its common stock to “accredited investors” for additional gross proceeds of $878,000. As a result of the increased offering amount and additional sales, the total number of Shares sold in the private placement was 13,428,750 Shares and the gross proceeds of the private placement were $10,743,000. The offering was terminated immediately following the closing of these sales.
Section 9 — Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Slide Presentation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
JBI, Inc.
May 22, 2012 By: /s/ Matthew J. Ingham
Name: Matthew J. Ingham
Title: Chief Financial Officer
Form 8-K Filing Date 2012-05-22
Filing Date
2012-05-22 |
