Aduro Clean Technologies Inc 6-K, filed Jan 24, 2025
Aduro Clean Technologies Inc. (ADUR)
About this 6-K
Aduro Clean Technologies Inc filed this 6-K on January 24, 2025.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES
EXCHANGE ACT OF 1934
For the month of January 2025
Commission File Number 001-42393
Aduro Clean Technologies Inc.
(Translation of registrant's name into English)
542 Newbold Street, London, Ontario N6E 2S5, Canada
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F. Form 20-F [X] Form 40-F [ ]
SUBMITTED HEREWITH
EXHIBIT
| 99.1 | Material Change Report dated January 23, 2025 |
| 99.2 | Corporate Presentation |
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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, thereunto duly authorized.
Aduro Clean Technologies Inc.
| /s/ Mena Beshay | |
| Mena Beshay, Chief Financial Officer | |
| Date: January 24, 2025 |
51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
Aduro Clean Technologies Inc. (the "Company" or "Aduro")
542 Newbold St.
London, ON N6E 2S5
Item 2 Date of Material Change
January 15, 2025
Item 3 News Release
The news release dated January 14, 2025 was disseminated via GlobeNewswire.
Item 4 Summary of Material Change
In connection with the Company's entry into a marketing and investor relations agreement (the "OTBC Agreement") dated January 9, 2025 with Outside The Box Capital Inc. ("OTBC") to provide marketing consulting and investor relations services, including marketing services through social media channels and online media distribution for a term of twelve (12) months starting on January 15, 2025, the Company issued 40,000 stock options of the Company to OTBC (the "OTBC Options"). The OTBC Options will vest immediately upon grant, with an exercise price of C$9.00 per share for a term of twelve (12) months. The Company will also pay OTBC an aggregate cash fee of C$360,000 plus applicable taxes, with C$180,000 to be paid on or before January 22, 2025. The balance of the cash payment to OTBC, being C$180,000 will be paid in two separate installments, with C$126,000 to be paid on or before April 15, 2025, and C$54,000 to be paid on or before July 15, 2025.
On January 15, 2025, the Company also granted (the "Grant") an aggregate of 270,000 stock options of the Company (each, an "Option") to purchase up to 270,000 common shares of the Company to certain contractors and employees of the Company. The Options are exercisable for a period of 5 years from the date of Grant at a price of C$9.00 per common share. The Options will vest on a monthly basis over a period of two years from the date of Grant.
All 40,000 of the OTBC Options and 270,000 of the Options and the common shares underlying such OTBC Options and Options are subject to a hold period of four months and one day from the date of issuance.
None of the securities acquired in the Grant or Award will be registered under the United States Securities Act of 1933, as amended (the "1933 Act"), and none of them may be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the 1933 Act. This news release shall not constitute an offer to sell or solicitation of an offer to buy nor shall there be any sale of the securities in any state where such offer, solicitation, or sale would be unlawful.
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Item 5 Full Description of Material Change
The material change is fully described in Item 4 above and in the attached news release which has been filed on SEDAR.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
N/A
Item 7 Omitted Information
None
Item 8 Executive Officer
Ofer Vicus, Chief Executive Officer
Telephone: 604-362-7011
Item 9 Date of Report
January 23, 2025
