Current Report Filing (8-k)
02 5월 2023 - 6:22AM
Edgar (US Regulatory)
0001391426
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0001391426
2023-04-25
2023-04-25
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iso4217:USD
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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 25,
2023
Clean
Vision Corporation
(Exact
name of registrant as specified in its charter)
| Nevada |
|
024-11501 |
|
85-1449444 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2711
N. Sepulveda Blvd. Suite
1051
Manhattan
Beach, CA
90266
(Address
of Principal Executive Offices) (Zip Code)
(424)
835-1845
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange
on
which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On April 25, 2023 (the “Closing Date”),
Clean-Seas, Inc. (“Clean-Seas”), a wholly owned subsidiary of Clean Vision Corporation (the “Company”) completed
its previously announced acquisition of a fifty-one percent (51%) interest (the “Morocco Acquisition”) in Eco Synergie S.A.R.L.,
a limited liability company organized under the laws of Morocco (“Ecosynergie”), pursuant to that certain Notarial Deed dated
as of January 23, 2023 (the “Signing Date”) setting forth the terms and provisions applicable to the Morocco Acquisition (the
“Purchase Agreement”). On the Closing Date, Ecosynergie’s name was changed to Clean-Seas Morocco, LLC (“Clean-Seas
Morocco”). Clean-Seas Morocco is managed by Mrs. Halima Aboudeine and Mr. Daniel C. Harris, the Company’s CRO. Mr. Harris
also serves as the Chief Executive Officer of Clean-Seas Morocco.
Pursuant to the Purchase Agreement, Clean-Seas paid
an aggregate purchase price of $6,500,000 for the Morocco Acquisition, of which (i) $2,000,000 was paid on the Closing Date and (ii) the
remaining $4,5000,000 is to be paid to Ecosynergie Group over a period of ten (10) months from the Signing Date. Additionally, Clean-Seas
committed to invest up to $50,000,000 in Clean-Seas Morocco over a period of ten (10) months from the Signing Date based on a schedule
and business plan to be mutually agreed to by the parties.
On the Closing Date, Clean-Seas Morocco increased
its bord of directors to five (5) directors (the “Clean-Seas Morocco Board”). The Ecosynergie Group designated Ms. Halima
Aboudeie and Mr. Mohammed El Adbassi to serve as directors on the Clean-Seas Morocco Board.. The Company’s designees on the Clean-Seas
Morocco Board are Mr. Daniel Bates, the Company’s CEO, Mr. Daniel Harris, the Company’s CRO and Dr. Michael Dorsey, a member
of the Company’s board of directors.
Item
2.01 Completion of Acquisition of Disposition of Assets.
The
applicable information set forth in Item 1.01 of this Current Report is incorporated by reference in this Item 2.01.
Item
7.01 Regulation FD Disclosure.
On
January 23, 2023, the Company issued a press release announcing the signing of the Purchase Agreement and on and April 25, 2023, the
Company issued a press release announcing the closing of the Morocco Acquisition.
The
foregoing are being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and
Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will
they be deemed to be incorporated by reference in any filing under the Securities Act.
Item
9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses or funds acquired.
The
financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report no later than 71 days after the
date that this initial Current Report is due.
(b)
Pro Forma Financial Information.
The
pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report no later than 71 days
after the date that this initial Current Report is due.
(d)
Exhibits.
The
following documents are filed as exhibits to this current report on Form 8-K or incorporated by reference herein. Any document incorporated
by reference is identified by a parenthetical reference to the Commission filing that included such document.
Cautionary
Note Regarding Forward-Looking Statement
The
information contained in this Current Report on Form 8-K and the exhibits hereto contain “forward-looking” statements within
the meaning of the Private Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, statements regarding
the ongoing obligations under the Purchase Agreement and other statements containing the words “intend,” “may,”
“should,” “would,” “expect,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “potential” or “continue” or the negative of these terms or other
comparable terminology, which are intended to identify forward-looking statements, although not all forward-looking statements contain
these identifying words. While the Company believes its plans, intentions and expectations reflected in those forward-looking statements
are reasonable, these plans, intentions or expectations may not be achieved. The Company’s actual results, performance or achievements
could differ materially from those contemplated, expressed or implied by the forward-looking statements. For information about the factors
that could cause such differences, please refer to the Company’s filings with the U.S. Securities and Exchange Commission. Given
these uncertainties, you should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update
any forward-looking statement.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
CLEAN VISION CORPORATION |
| |
|
| Date: May 1, 2023 |
By: |
/s/
Daniel Bates |
| |
Name: |
Daniel Bates |
| |
Title: |
Chief Executive Officer |
Clean Vision (QB) (USOTC:CLNV)
과거 데이터 주식 차트
부터 2월(2) 2025 으로 3월(3) 2025
Clean Vision (QB) (USOTC:CLNV)
과거 데이터 주식 차트
부터 3월(3) 2024 으로 3월(3) 2025
