8-K
filed February 1, 2023, 6:59 PM ET
ticker ARQ
CIK 0001515156
M&A
confidence high
sentiment positive
materiality 0.80
Arq, Inc. (ARQ): M&A transaction — Advanced Emissions Solutions completes acquisition of Arq Limited subsidiaries in revised deal
Arq, Inc.
- ADES issued 3,814,864 common shares and 5,294,462 Series A Preferred shares for 100% of Arq subsidiaries.
- $15.4M PIPE at $4.00/share from Arq shareholders and management; $10M term loan from CF Global.
- Post-close ownership: legacy ADES 59.2%, Arq 28.0%, PIPE 11.8%, lender warrants 1.0%.
- Board expanded to 7; Julian McIntyre, Richard Campbell-Breeden, Jeremy Blank appointed.
- Prior Transaction Agreement terminated; revised terms eliminate original business combination structure.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard Campbell-Breeden was elected as Director at Arq, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
On February 1, 2023, the Board of Directors (the "Board") of the Company expanded the size of the Board from four to seven members and elected Julian McIntyre, Richard Campbell-Breeden and Jeremy Blank to the newly created vacancies on the Board, effective immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Julian McIntyre was elected as Director at Arq, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
On February 1, 2023, the Board of Directors (the "Board") of the Company expanded the size of the Board from four to seven members and elected Julian McIntyre, Richard Campbell-Breeden and Jeremy Blank to the newly created vacancies on the Board, effective immediately.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeremy Blank was elected as Director at Arq, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
On February 1, 2023, the Board of Directors (the "Board") of the Company expanded the size of the Board from four to seven members and elected Julian McIntyre, Richard Campbell-Breeden and Jeremy Blank to the newly created vacancies on the Board, effective immediately.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
Arq, Inc.: Designation of 8,900,000 shares of preferred stock as Series A Convertible Preferred Stock and filing of Certificate of Designations (effective 2023-02-01).
- Change
- charter amendment
- Effective
- 2023-02-01
Exact text from the filing
On February 1, 2023, the Company, in connection with the issuance of its Series A Preferred Stock described above, designated 8,900,000 shares of its authorized and unissued preferred stock as Series A Convertible Preferred Stock and filed a Certificate of Designations of Preferred Stock with the Secretary of State of the State of Delaware, which is attached hereto as Exhibit 3.1 and incorporated by reference herein.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Arq, Inc. completed an acquisition involving Arq Limited (closed 2023-02-01).
- Action
- acquisition
- Counterparty
- Arq Limited
- Closing
- 2023-02-01
Exact text from the filing
The Transaction closed concurrently with execution of the Purchase Agreement.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Arq, Inc. entered into Securities Purchase Agreement with Arq Limited (effective 2023-02-01).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Arq Limited
- Effective
- 2023-02-01
Exact text from the filing
On February 1, 2023, Advanced Emissions Solutions, Inc. ("ADES" or the "Company") entered into a Securities Purchase Agreement (the "Purchase Agreement") with Arq Limited, a company incorporated under the laws of Jersey ("Arq"), pursuant to which ADES acquired all of the direct and indirect equity interests of Arq’s subsidiaries (collectively, the "Purchased Interests") in exchange for consideration consisting of (i) 3,814,864 shares of common stock, par value $0.001 per share, of ADES (the "Common Stock"), representing 19.9% of the outstanding shares of Common Stock prior to the completion of the transactions contemplated by the Purchase Agreement, and (ii) 5,294,462 shares of Series A Convertible Preferred Stock, par value $0.001 per share, of ADES (the "Series A Preferred Stock" and the acquisition by ADES of the Purchased Interests, the "Transaction").
View on SEC.gov
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