Current Report Filing (8-k)
19 Mai 2023 - 5:56PM
Edgar (US Regulatory)
0000891532
false
PERMA FIX ENVIRONMENTAL SERVICES INC
0000891532
2023-05-19
2023-05-19
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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) May 19, 2023
PERMA-FIX
ENVIRONMENTAL SERVICES, INC.
(Exact name of registrant
as specified in its charter)
Delaware
. |
|
1-11596
. |
|
58-1954497 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
8302
Dunwoody Place, Suite 250, Atlanta, Georgia |
|
30350 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (770) 587-9898
|
Not
applicable |
|
|
(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 |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
Common
Stock, Par Value, $.001 Per Share |
|
PESI |
|
NASDAQ
Capital Markets |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2
of the Securities Exchange Act of 1934.
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 ☐
Section
7 – Regulation FD
Item
7.01 – Regulation FD Disclosure
The
information set forth under “Item 8.01. Other Events” of this Current Report on Form 8-K with respect to the shelf registration
statement is incorporated into this Item 7.01 by reference.
Section
8 – Other Events
Item
8.01 – Other Events
On
May 19, 2023, Perma-Fix Environmental Services, Inc. (the “Company”) filed a shelf registration statement on Form S-3 with
the Securities and Exchange Commission (“SEC”). The Company has no current plans to sell securities under the new registration
statement, and it only filed the shelf registration as part of its ongoing commitment to evaluate all options to enhance shareholder
value, if it should desire and be in a position to opportunistically access the capital markets at a future date.
Under
the shelf registration, once it is declared effective by the SEC, the Company may offer and sell, from time to time, up to 2,500,000
shares of its common stock. So long as the Company’s public float remains below $75 million, an offering under this registration
statement will be limited to a value of not more than one-third of the public float within any 12-month period.
The
terms of any securities offered under the registration statement, and the intended use of the net proceeds resulting therefrom, would
be established at the times of the offerings, if any, and would be described in prospectus supplements filed with the SEC at the times
of the offerings. Although the registration statement relating to these securities has been filed with the SEC, it has not yet become
effective and, at this time, the Company does not have any commitments or plans to sell securities under the shelf registration statement.
Securities
registered under the shelf registration statement may not be sold, nor may offers to buy be accepted, prior to the time the registration
statement becomes effective. This Form 8-K is not an offer to sell or a solicitation of an offer to buy, nor shall there be any sale
of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state or jurisdiction. Any offering of the securities covered under the shelf registration statement
will be made solely by means of a prospectus and an accompanying prospectus supplement relating to that offering
This
Form 8-K contains “forward-looking statements” which are based largely on the Company’s expectations and are subject
to various business risks and uncertainties, certain of which are beyond the Company’s control. Forward-looking statements generally
are identifiable by use of the words such as “believe”, “expects”, “intends”, “anticipate”,
“could potentially”, “plans to”, “estimates”, “projects”, and similar expressions. Forward-looking
statements include, but are not limited to, whether we will actually effect an offering of our common stock pursuant to the registration
statement once it is declared effective by the SEC, and the Company’s belief that as part of its ongoing commitment to evaluate
all options to enhance shareholder value, it should be in a position to opportunistically access the capital markets. These forward-looking
statements are intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of
1995. While the Company believes the expectations reflected in this news release are reasonable, it can give no assurance such expectations
will prove to be correct. There are a variety of factors which could cause future outcomes to differ materially from those described
in this release, including, without limitation, the other risk factors and business considerations described under the heading “Risk
Factors” in our 2022 Form 10-K, our Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2023, and the Registration Statement
on Form S-3. The Company makes no commitment to disclose any revisions to forward-looking statements, or any facts, events or circumstances
after the date hereof that bear upon forward-looking statements.
Item
9.01 – Financial Statements and Exhibits
|
Exhibit
Number |
|
Description |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
|
PERMA-FIX
ENVIRONMENTAL SERVICES, INC. |
|
|
|
Dated: |
May 19, 2023 |
By:
|
/s/
Ben Naccarato |
|
|
Ben
Naccarato |
|
|
Executive
Vice President and |
|
|
Chief
Financial Officer |
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