Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 27, 2015

FORCEFIELD ENERGY INC.

(Exact name of registrant as specified in its charter)

Nevada	001-36133	20-8584329
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

245 Park Avenue, Suite 212 New York, New York	10167
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:  [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 

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Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

 

Pursuant to a Stock Purchase Agreement dated as of April 25, 2014, by and among, Forcefield Energy Inc. (the “Registrant”) 17th Street ALD Management Corporation (“ALD”), the former stockholders of ALD (the “ALD Sellers”), and Jeffrey J. Brown, as the ALD Sellers’ representative (the “Seller Representative”), as amended pursuant to Amendment No. 1 dated as of August 13, 2014 to the Purchase Agreement (collectively, “the Agreement”), the Registrant purchased all of the issued and outstanding capital stock of ALD from the ALD Sellers. The current remaining portion of the purchase price owed by the Registrant to the ALD Sellers is $1,000,000 (plus approximately $50,000 of accrued but unpaid interest) represented by $1,000,000 aggregate principal amount of notes of the Registrant (the “Notes”), which accrues interest at the rate of 5% per annum from April 26, 2014 through the date of repayment of the Notes.  The Notes are guaranteed by the Registrant (the “Guaranty”), are secured by a priority security interest in substantially all of the assets of ALD and matured on April 27, 2015 (the “Maturity Date”).

Pursuant to a letter dated April 24, 2015 to the Registrant from legal counsel to the ALD Sellers, the ALD Sellers’ legal counsel informed the Registrant that the failure to pay all principal and accrued interest on the Notes by the Maturity Date, will result in the declaration of default by the Seller Representative under the terms of the  Notes and the Agreement, and that absent full payment of the Notes by the Maturity Date, the Seller Representative will commence collection proceedings and seek to enforce all of the Sellers’ contractual, legal and equitable rights under the Agreement, the Notes, the Guaranty and related agreements. The approximately $1,050,000 due under the Notes was not paid on the Maturity Date and the Registrant is currently evaluating its options and financing arrangements.  ALD is currently operating its business in the normal course.  A more detailed description and the accompanying documents relating to the above and related transactions is set forth in the Registrant’s Current Reports on Form 8-K filed with the SEC on April 29, 2014 and August 8, 2014.

Item 3.01 Other Events.  Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On April 30, 2015, the Registrant issued a press release disclosing that on April 30, 2015, the Registrant notified Nasdaq that it determined to voluntarily terminate the listing of its shares of common stock on the Nasdaq Capital Market (“Nasdaq”).  As a result of a number of uncertainties related to the Registrant’s current and future available cash, cash flow and operations resulting from the events disclosed in the Registrant’s Current Reports on Form 8-K filed with the SEC on April 20, 2015, April 21, 2015 and April 22, 2015 (collectively, the “Prior 8-Ks”), the Registrant made such voluntary delisting determination in order to conserve its resources and to eliminate other administrative burdens related to the Registrant’s common stock being listed on Nasdaq.

As previously disclosed by the Registrant in certain of the prior 8-Ks, the Registrant’s shares of common stock have been since April 20, 2015, subject to trading halts imposed by Nasdaq, and, thereafter by the SEC.  The Registrant cannot provide any assurances when, or if, such trading halts will be lifted. The Registrant anticipates however, that its voluntary delisting of its shares of common stock on Nasdaq in any event will become effective on approximately May 21, 2015. The Registrant will file the required Form 25 with the SEC to effectuate its voluntary termination of the listing of its common stock on Nasdaq on approximately May 11, 2015. The Company currently believes, based upon circumstances existing as of the date of this Current Report on Form 8-K, that its shares of common stock will likely eventually trade on the OTC Bulletin Board.

 

A copy of the press release announcing the Registrant's notification to Nasdaq of its determination to voluntarily terminate its listing of its shares of common stock on Nasdaq is filed as an exhibit with this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits.

99.1	Press release dated May 1, 2015

 

 

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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 thereunto duly authorized.

 

	FORCEFIELD ENERGY INC.
Dated: May 1, 2015	By:	/s/ David Natan
		David Natan
		Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

ForceField Energy Announces Written Notification to Nasdaq of its Determination to Voluntarily Terminate the Listing of its Common Stock on Nasdaq

Discontinues Latin American LED Operations to Focus on the US LED Market, and Fails to Make Payment on Certain Outstanding Notes

 
 

NEW YORK, NY (Marketwire- May 1, 2015) ForceField Energy Inc. (“ForceField” or the “Company”) (Nasdaq: FNRG), a seller and distributor of energy products and solutions, today announced that it had provided Nasdaq with the required written notification of Forcefield’s determination to voluntarily terminate the listing of its shares of common stock from the Nasdaq Capital Market. As a result of a number of uncertainties related to the Company’s current and future available cash, cash flow and operations resulting from the events disclosed in the Company’s Current Reports on Form 8-K filed with the SEC on April 20, 2015, April 21, 2015 and April 22, 2015 , the Company and its Board of Directors made such a voluntary delisting determination in order to conserve its resources and to eliminate other administrative burdens and expense related to the Company’s common stock being listed on Nasdaq.

As previously disclosed, the Company’s shares of common stock have, since April 20, 2015, been subject to trading halts imposed by Nasdaq, and, thereafter by the SEC.  The Company cannot provide any assurances when, or if, such trading halts will be lifted. The delisting of the Company’s shares of common stock on Nasdaq in any event will become effective on approximately May 21, 2015. The Company will file the required Form 25 with the SEC to effectuate its voluntary termination of the listing of its common stock on Nasdaq no earlier than May 11, 2015. The Company currently believes that its common stock will likely eventually trade on the OTC Bulletin Board.

In April 2014, the Company acquired 17th Street ALD Management Corporation (“ALD”) from the former stockholders of ALD (the “ALD Sellers”). The current remaining portion of the purchase price owed by the Company to the ALD Sellers is $1,000,000 (plus approximately $50,000 of accrued but unpaid interest on such amount) represented by $1,000,000 aggregate principal amount of 5% notes of the Company (the “Notes”).  The Notes are guaranteed by the Company, secured by a priority security interest in substantially all of the assets of ALD and matured on April 27, 2015 (the “Maturity Date”). The Company did not make the approximately $1,050,000 payment to the holders of the Notes on the Maturity Date.  The Company is currently evaluating its options and financing arrangements.  ALD is currently operating its business in the normal course.

To further reduce operating costs and to focus on its core business in the United States, the Company also announced that it closed its offices and is winding down its operations in Mexico and Costa Rica.

About ForceField Energy Inc.

ForceField’s products and solutions focus on sustainable energy solutions and improved energy efficiency. ForceField is a distributor of LED and other lighting products for a number of LED lighting manufacturers; and through its two wholly-owned subsidiaries, American Lighting and ESCO, have completed lighting installations and retrofits as well as energy efficiency upgrades, for its various customers in a variety of industries. www.forcefieldenergy.com

Forward-Looking Statements

Except for statements of historical fact, the matters discussed in this press release are forward looking. "Forward-looking statements" describe future expectations, plans, results, or strategies and are generally preceded by words such as "future," “anticipates,” “anticipated,” “believes,” “estimated,” “estimates,” "plan," "planned," "expects" or "projected." These forward-looking statements reflect numerous assumptions and involve a variety of risks and uncertainties, many of which are beyond ForceField's control that may cause actual results to differ materially from stated expectations. For a written description of some of these factors, see the section titled “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2014 and any updating information in subsequent SEC filings. The Company disclaims any intention or obligation to update these forward-looking statements whether as a result of subsequent events or otherwise, except as required by law.

 

 

 

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Contact information

ForceField Energy Inc.

David Natan

[phone]

[e-mail]

www.forcefieldenergy.com