Current Report Filing (8-k)
February 07 2022 - 2:40PM
Edgar (US Regulatory)
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2022-02-07
2022-02-07
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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):
February 7, 2022
STANDARD METALS PROCESSING, INC.
(Exact name of registrant as specified in its charter)
Nevada
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000-14319
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84-0991764
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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611 Walnut Street, Gadsden, Alabama 35901
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(Address of principal executive offices)
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(888) 960-7347
Registrant’s telephone number, including
area code
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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. ☐
Securities
registered pursuant to Section 12(b) of the Act:
Title of
each class:
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Trading Symbol(s):
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Name of each
exchange on which registered:
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N/A
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N/A
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N/A
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Item 1.01 Entry into a Material Definitive Agreement.
In connection with the acquisition of Sustainable
Metal Solutions, LLC (“SMS”), previously disclosed on the Form 8-K filed with the Securities and Exchange Commission on January
11, 2022, Standard Metals Processing, Inc. (the “Company”) intends to change its name and trading symbol to better reflect
the more diverse business plan, up list to OTCQB and upon completion of the audited financial statements of SMS and its fourteen subsidiaries,
including, but not limited to, its wholly owned subsidiary, DeFi Block Chain Token Services, LLC, its joint venture, T Bain Societal Impact
Group, LLC and its pending acquisitions, Mitchell Energy Services, LLC and Buffalo Industrial Controls, LLC for the fiscal years of 2019,
2020 and 2021 a further up list to NASDAQ or a NYSE market. Final terms of the transaction can then be determined at that time.
The Company executed a definitive agreement to
acquire a controlling interest in executed on January 10, 2022. Closing of the acquisition of SMS is subject to due diligence. The purchase
price for the controlling interest of SMS will be determined based on the price of SMPR common stock on the date of Closing, such date
to be decided by the Parties in good faith after all conditions precedent are met. The Company will file a registration statement with
the SEC covering all shares of common stock issued in connection with this transaction. SMS is an American multi-company environmental
development platform focused on producing carbon neutral precious metals and minerals thereby driving American mineral independence while
revitalizing the environment and minimizing the impacts of climate change.
SIGNATURE
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.
Dated: February 7, 2022
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Standard Metals Processing, Inc.
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By:
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/s/ Sharon Ullman
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Sharon Ullman
Chief Financial Officer
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2
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