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

 

October 8, 2021

Date of Report (Date of earliest event reported)

 

333-188401

Commission File Number

 

RENAVOTIO, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

99-0385424

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

601 South Boulder Ave., Suite 600, Tulsa, OK

 

74119

(Address of principal executive offices)

 

(Zip Code)

 

(888) 928-1312

(Registrant’s telephone number, including area code)

 

N/A

(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 (see General Instruction A.2. below):

 

☐

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: None

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

 

 

 

 

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. ☐

 

Renavotio, Inc. is referred to herein as “Renavotio”, “we”, “our”, or “us”.

 

 

 

 

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

Background

 

On October 30, 2020, we filed a Form 8-K and press release regarding the purchase of an overseas order for N95 Masks (the “Order”). On December 23, 2020, we filed a Form 8-K regarding the cancellation of the Order (the “Cancellation”).

 

Settlement and Release Agreement

 

In connection with the Cancellation referenced above, on October 8, 2021, we and our wholly-owned subsidiary, Renavotio Infratech, Inc. formed a partnership (the “Partnership”), with other Parties, including Teybridge Capital Limited (“Teybridge”) who is providing a $4.2 Million funding and marketing to the Partnership. The Partnership was formed for the purpose of expanding our Personal Protection market and assigning our Judgment against the supplier for the counterfeit masks and related Cancellation referenced in our December 23, 2020 Form 8-K. Upon collection of such judgment, if ever, the funds will be used for reduction of debt and operating capital for the partnership. In connection with the Partnership, we completed a Settlement and Release Agreement between the Parties to the Partnership, mutually releasing one another from any and all claims, causes of actions, suits, obligations, debts, demands, liabilities, damages, costs, and expenses. In conjunction with a $4,200,000 funding line being provided to the partnership by Teybridge, our Chairman issued a Corporate Guarantee secured by a pledge of assets held by Crescent Saints LLC Limited as such pertains to all amounts due and payable to Teybridge. Additionally, we agreed to issue our Preferred Series D Stock to the partnership with an issue value of $2,200,000 in exchange for a 50% ownership in the Partnership.  

 

ITEM 7.01. REGULATION FD DISCLOSURE

 

On October 12, 2021, we will issue a Press Release (Exhibit 99.1) titled “Renavotio Announces Settlement and $2.2 million Investment in Market opportunity Partnership”.

 

The information in this Current Report on Form 8-K with respect to Item 7.01 (including the Press Release attached hereto as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Press Release attached as Exhibit 99.1 hereto) and shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act.

 

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

The following exhibit is filed with this Current Report on Form 8-K:

 

Exhibit No.

 

Description

99.1

 

Press Release dated October 12, 2021

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document).

  

 

2

 

 

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.

 

Dated: October 12, 2021

By:

/s/ William Robinson

 

 

William Robinson

 

 

 

Chief Executive Officer

 

 

 

3

 

 

EXHIBIT 99.1

 

 

 

Renavotio Announces Settlement and $2.2 million Investment in Market opportunity Partnership

 

Tulsa, OK – Newsfile Corp. – October 12, 2021 — Renavotio, Inc. (OTCQB: RIII) (the “Company”), an infrastructure investment company focused on opportunities, including personal protective equipment, 5G, utility construction, utility management, IoT, water, waste management technology, and related industries, today announced the Settlement and Release Agreement with our wholly-owned subsidiary, Renavotio Infratech, Inc., and other parties.  As part of the settlement, Renvotio   exchanged    Series D Preferred shares issued at $2.2 million for a 50% ownership in Harrowdale Ltd., which entity  was formed as a partnership (the “Partnership”) for the purpose of expanding our Personal Protection Equipment and other targeted market opportunities on a global basis.  As part of the agreement,  RIII has assigned its $1.2 million dollar Judgment against the supplier for the counterfeit masks; upon collection of that  judgment, if ever, the proceeds from such judgment will be used to reduce  debt and provide operating capital for the Partnership.   The Parties to the Agreement mutually released one another from any and all claims, causes of actions, suits, obligations, debts, demands, liabilities, damages, costs, and expenses.   The Partnership’s funding partner, Teybridge Capital Ltd, is initially providing a funding line of up to $4,200,000 loan to the Partnership.  The funding lines are guaranteed by Renavotio and further guaranteed by our Chairman by a pledge of assets from Crescent Saints Holding, LLC, his family Limited Liability Company.  Renavotio also retained the right to repurchase at Par Value, the Preferred  shares issued up liquidation of the partnership and return said shares to its treasury. 

 

Management Commentary

 

Billy Robinson, Renavotio’s Chief Executive Officer, commented, “Our new partnership could potentially develop into a valuable operating asset for us  to eliminate any past liabilities associated with the previous mask transaction and providing funds to free up operating capital in existing inventories and in specific targeted market opportunities to provide previously untapped revenue opportunities. PPE demand will continue even as this pandemic subsides as the products RIII is focused on are normally consumed products and direct supply chain relations put into place can now be offered to a wider client base through medical suppliers, hospitality and government facilities.”

 

 
1

 

 

About Renavotio, Inc.

 

Renavotio, Inc. (OTCQB: RIII) focuses on three unique infrastructure opportunities, including medical protective equipment, 5G, utility construction, utility management, IoT, water, waste management technology, and related industries.

 

The Company’s wholly owned subsidiary, Renavotio Infratech, Inc. (“RII”), includes business and acquisition strategies concentrating on medical protective equipment and infrastructure with utility construction and consulting/operational agreements with small towns or county CO-OPS that operate their own water and sewer systems, providing long-term savings, utilizing smart-utility monitoring, and dedicated engineering and service personnel. These platforms capture utility data from hand-held GPS devices or in-place sensors, with planned use of drones to identify waste contamination, leak detection, and topographic underground utility installation planning. RII’s wholly owned subsidiary, Utility Management Corp, is a holding company focused on infrastructure, 5G, utility construction, utility management, IoT, water and waste management technology, and related industries. Utility Management Corp’s subsidiary, Utility Management and Construction (UMCCO) is an engineering and smart utility management company that provides a one-stop solution to rural communities to reduce the consumption of electricity, data, natural gas, and water utilities for commercial, industrial and municipal end users. UMCCO’s unique approach creates immediate bottom-line savings for its clients, by providing engineering, planning, permitting and installation through their second wholly owned subsidiary, Cross-Bo Construction, which specializes in water, sewer, Telcom, and 5G design and installation, establishing a long-term value proposition while also achieving respective sustainability goals. www.umcco.com.  

 

For additional information on Renavotio, please visit: www.renavotio.com.

 

To receive Renavotio updates via e-mail, subscribe at https://renavotio.com/contact/

 

Renavotio is on Twitter. Sign up to follow @Renavotio at http://twitter.com/Renavotio.

 

 
2

 

 

Forward Looking Statement

 

This news release includes certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended. . Forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable, are subject to known and unknown risks, uncertainties, and other factors may cause the actual results and future events to differ materially from those expressed or implied by such forward-looking statements. Such factors include general business, economic, competitive, regulatory, markets and other conditions, political and social uncertainties. There can be no assurance that such statements will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking statements. No information in this news release should be construed as any indication whatsoever of the Company’s future stock price, revenues, results of operations, and whether l the Partnership will be successful and fulfill its stated goals.  The Company disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. 

 

Investor Contacts:

 

Renavotio, Inc.

601 South Boulder Ave.

Suite 600 Tulsa, OK 74119

Email: brobinson@renavotio.com
Telephone: 1-888-928-1312

  

 
3