Item 1.01 Entry into a Material Definitive Agreement.
On June 17, 2022, Renovare Environmental, Inc. ("Renovare" or the "Company")
signed a Letter of Intent (the "Letter") to merge with Harp Renewables and its
affiliate, Harp Electric Engineering (collectively "Harp"). The Letter is filed
as Exhibit 10.01 hereto and incorporated herein by reference. The Letter
specifies that the parties have entered into a period of exclusivity in order to
negotiate the merger of the Company with Harp wherein, among other items, the
Company agreed not to conduct any public offerings, financings, mergers or
acquisitions. The Letter supersedes and replaces all prior oral and/or written
discussions or understandings between the parties including the previously
disclosed purchase agreements with Harp dated February 28, 2022. The Letter also
provides that if the Company terminates the Letter, it will be required to pay
Harp a breakup fee in the amount of $850,000. The foregoing descriptions of the
Letter contained herein does not purport to be complete and is qualified in its
entirety by reference to the Letter which is filed as Exhibit 10.1 hereto and
the terms of which are incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in items 1.01 is incorporated into this Item 2.03 by
reference.
Item 8.01 Other Events.
On June 24, 2022, the Company issued a press release announcing their intention
to merge with Harp Renewables and Harp Electrical Engineering. The press
release, which is furnished in this report as Exhibit 99.1, shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statement Exhibits.
Number Description
10.01 Letter of Intent dated June 17, 2022.
99.1 Press release dated June 24, 2022 announcing Renovare's intention to
merge with Harp Renewables and Harp Electric Engineering.
104 Cover Page Interactive Data File (Embedded within the Inline XBRL
document and included in Exhibit)
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