8-K/A
SusGlobal Energy Corp. (SNRG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 ___________________________
FORM 8-K/A
CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 27, 2024
SUSGLOBAL ENERGY CORP.(Exact name of registrant as specified in its charter)
| Delaware | 000-56024 | 38-4039116 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
200 Davenport Road
Toronto, Ontario, Canada
M5R 1J2
\(Address of principal executive offices\) \(ZIP Code\)
Registrant's telephone number, including area code: (416) 223-8500
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 Symbols | 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. ☐
Explanatory Note
This Amendment No. 1 on Current Report on Form 8-K/A (the "Amendment") amends the Current Report on Form 8-K filed by SusGlobal Energy Corp. (the "Company") with the Securities and Exchange Commission (the "Commission") on October 3, 2024 (the "Original Filing"). This Amendment supersedes and replaces the information provided in the Original Filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 27, 2024, a majority of the shareholders of SusGlobal Energy Corp. (the "Company") acting via written consent in lieu of a special meeting, in compliance with Article 1 Section 9 of the Company's bylaws, voted to approve the removal of Bruce Rintoul from his position as a member of the board of directors of the Company (the "Board"), effective immediately.
Based on discussions with Mr. Rintoul prior to his appointment to the Board in February 2023, the Company's management and Board had the impression that Mr. Rintoul would help facilitate a possible transaction with a company in the environmental services industry at which Mr. Rintoul had previously been employed.
Mr. Rintoul did not facilitate this possible transaction.
In addition, all members of the Board were asked to lend money to the Company or buy shares of the Company's common stock to enable the Company to pay fees owed to the Company's independent registered public accounting firm to enable the Company to file its Form 10-Q for the period ended March 31, 2024 and June 30, 2024. Mr. Rintoul declined to lend money to the Company or buy shares of the Company's common stock.
Following Mr. Rintoul not lending money or buying shares, shareholders with a majority of the shares felt that Mr. Rintoul was not acting in the best intertest of the Company and voted to remove him.
On October 3, 2024 (the "8-K Filing Date"), the Company provided Mr. Rintoul with a copy of the disclosure in the paragraphs above included in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on the 8-K Filing Date.
On October 10, 2024, Mr. Rintoul provided to the Company a letter stating that he disagrees with a number of statements in the Current Report on Form 8-K filed on the 8-K Filing Date (the "Rintoul Letter"). The Rintoul Letter is filed as Exhibit 17.1 to this Current Report on Form 8-K/A.
| Item 9.01**.** | Financial Statements and Exhibits. |
|---|---|
| (d) Exhibits | |
| Exhibit | Description |
| 17.1 | Letter from Bruce Rintoul dated October 10, 2024 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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.
| SusGlobal Energy Corp. | ||
|---|---|---|
| Dated: October 15, 2024 | By: | /s/ Marc Hazout |
| Marc Hazout<br>Executive Chairman, President and Chief Executive Officer |
SusGlobal Energy Corp.: Exhibit 17.1 - Filed by newsfilecorp.com
October 10, 2024
VIA ELECTRONIC MAIL
SusGlobal Energy Corp. 200 Davenport Road Toronto, ON M5R 1J2
Attention: Marc Hazout, Executive Chairman, President and Chief Executive Officer
RE: Response to FORM 8-K dated October 3, 2024, filed by SusGlobal Energy Corp.
This letter responds to the Form 8-K dated October 3, 2024, filed by SusGlobal Energy Corp. (“SusGlobal”) and records my strong disagreement with the basis and accuracy of statements made in the disclosure contained under Item 5.02 of SusGlobal’s Form 8-K.
A. SUMMARY OF DISAGREEMENTS WITH DISCLOSURE UNDER ITEM 5.02 OF SUSGLOBAL’s FORM 8-K
I disagree with and seriously question the legal validity of the purported removal of me from my position as a member of the board of directors of SusGlobal on September 27, 2024, by a majority of the shareholders of SusGlobal acting via written consent in lieu of a special meeting in compliance with Article 1, Section 9 of the SusGlobal’s bylaws.
I disagree with the statements made by SusGlobal regarding whetherIbecame a member of the board of Directors of SusGlobal to help facilitate a transaction with an environmental services company at which I was previously employed. I also disagree with the statements made by SusGlobal with respect to the circumstances relating to whether I would lend or invest further in shares of SusGlobal’s common stock.
B. LEGAL VALIDITY OF MAJORITY WRITTEN CONSENT RESOLUTION IN LIEU OF A SPECIAL MEETING OF THE SHAREHOLDERS PUPORTING TO REMOVE ME FROM THE BOARD OF DIRECTORS OF SUSGLOBAL
The copy of the majority written consent resolution (the “Resolution”) in lieu of a special meeting of the shareholders purporting to remove me from the board of directors of SusGlobal provided to me by SusGlobal states in its first paragraph that “[t]he undersigned, being the holders of at least a majority of the outstanding shares of SusGlobal...., do hereby execute this written consent in lieu of a shareholder meeting pursuant to the authority granted by Section 242 [emphasis added] of the Delaware General Corporation Law.” My review of the Delaware General Corporation Law indicates that Section 242 does not deal with consent of stockholders in lieu of a meeting; Section 242 deals with the amendment of a certificate of incorporation of a Delaware company. Accordingly, I disagree with and seriously question the legal validity and effectiveness of the purported attempt to remove me from the board of directors of SusGlobal by way of the September 27, 2024, Resolution. In addition, I disagree with the statement made by SusGlobal that the Resolution complies with Article 1 Section 9 of the bylaws of SusGlobal. My review of Article 1 Section 9 of the SusGlobal bylaws, which deals with the consent of stockholders in lieu of a meeting, indicates the following requirement for a written consent resolution, such as the Resolution: “Every written consent shall bear the date of signature of each stockholder who signs the consent.” The SusGlobal Resolution does not comply with this requirement of the bylaws of SusGlobal - out of more than two dozen signed written consents to the Resolution only one bears the date of signature. Lastly, I note that for many of the holders named as consenting to the Resolution the form of signature does not appear to reflect the legal identity of the actual registered holder of shares of common stock of SusGlobal. For example, Mr. Hazout personally signed the Resolution as an individual but as publicly disclosed by SusGlobal in its latest filed Form 10-K, those shares are held and registered on the books of SusGlobal in the name of by Travellers International Inc.
C. DISAGREEMENTS WITH DISCLOSURES MADE IN ITEM 5.02 OF FORM 8-K
The topic of facilitating a transaction with my former employer was not discussed at any time prior to and during my engagement with SusGlobal.
From February 2023 to June 2024, working in the best interest of SusGlobal, I introduced SusGlobal and board colleagues to representatives of my former employer, their business partners and industry relationships all of whom are industry leaders globally as well as in Canada. Apparently, my former employer and one of its international partners determined SusGlobal was not a suitable development partner.
I have been singled out of the four independent Directors for not paying a prorated portion of SusGlobal’s filing fees. I understand that several of my Board colleagues have also not contributed to paying filing fees.
Since February 2024, I have repeatedly requested certain financial information from senior management be provided to the board of directors that would validate the sources and uses of proceeds from financings (debt) received during Q4 2023 through the end of Q2 2024. I have advised that until this information is furnished to the board of directors, I will not be inclined to contribute to paying filing fees.
In conclusion, it is my intention to continue as a member of the board of directors of SusGlobal unless I receive a written opinion of SusGlobal’s Delaware legal counsel, upon which I may rely, confirming that the September 27, 2024, Resolution is valid and effective in removing me from the board of directors of SusGlobal.
Please confirm to me in writing when this response has been filed with the SEC as an amendment to the SusGlobal Form 8-K dated October 3, 2024.
Yours truly,
Bruce Rintoul