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): December 610, 2018

Abtech Holdings, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-52762	14-1994102
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

	4110 N. Scottsdale Road, Suite 235 Scottsdale, Arizona 85251
	(Address of principal executive offices)

480-874-4000

(Registrant's telephone number, including area code)

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:

¨o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨o 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))

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.

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement~~Events.

~~The~~On ~~disclosures~~December ~~required~~10, by2018, ~~this~~direct ~~Item~~holders 1of approximately 97% of the outstanding shares of common stock (the “Contributing Stockholders”) of Abtech Holdings, Inc.01, ~~are~~a ~~contained~~Nevada incorporation ~~Item~~(the “Company”), filed a Schedule 13E-3~~.02~~ ~~below~~with the Securities and Exchange Commission to disclose their intent to take the Company private pursuant to a short form merger (“Merger”) under Section 92A.180 of the Nevada Revised Statutes (“NRS 92A.180”). The terms of the Merger are ~~incorporated~~described in more detail in the transaction statement filed as ifpart ~~fully~~of ~~restated~~the ~~herein~~Schedule 13E-3 filed by the Contributing Stockholders on December 10, 2018 (the “Transaction Statement”).

~~Item~~The 3Company was informed of the Merger by the Contributing Stockholders on December 10, 2018 and filed a Current Report on Form 8-K on December 13, 2018.02 The Board of Directors of the Company did not approve, and pursuant to NRS 92A.180 ~~Unregistered~~is ~~Sales~~not required to approve, any action in connection with the Merger. Further, pursuant to NRS 92A.180, a vote of ~~Equity~~the ~~Securities~~stockholders of the Company is not required to effect the Merger.

~~Background~~Under Section 92A.240 of the Nevada Revised Statutes (“NRS”), the effective date of the Merger will be upon the filing of the articles of merger with the Secretary of State of the State of Nevada. Additionally, the Company understands the effective date of the merger is expected to occur 20 days following the date of the mailing of the Schedule 13E-3, or such later date as may be required to comply with Rule 13e-3 under the Securities Exchange Act of 1934, as amended, and all other applicable laws.

OnPursuant ~~November~~to ~~15,~~the ~~2018~~proposed Merger, ~~the~~each ~~Board~~outstanding share of ~~Directors (the~~common ~~“Board”)~~stock of ~~Abtech~~the ~~Holdings,~~Company ~~Inc.,~~other athan ~~Nevada~~those ~~corporation~~shares ~~(“we,”~~beneficially ~~“our,”~~owned ~~“us,” or~~by the ~~“Company”)~~Contributing ~~authorized~~Stockholders ~~the~~and ~~Company~~any toshares ~~offer~~owned by tostockholders ~~all~~who ~~holders~~properly ofexercise ~~the~~their ~~Company’s~~statutory ~~debt the~~ right to ~~convert~~dissent ~~all or~~under aChapter ~~portion~~92A of(Section ~~the~~300 ~~amount~~through of500 ~~outstanding~~inclusive) ~~debt~~of the ~~held~~NRS bywill ~~such~~be ~~debt~~converted ~~holders~~ into ~~unregistered shares of~~ the ~~Company’s~~right ~~common stock~~to ~~par~~receive ~~value~~ $~~0.001 per share (“Common Stock”) at a conversion rate of $~~1.10 per share ~~(the~~in ~~“Conversion Right”)~~cash, ~~with~~ ~~such~~without ~~Conversion~~interest. ~~Right~~The ~~expiring~~statutory onright ~~December~~of 6,each ~~2018.~~stockholder to Indissent ~~considering~~from the ~~offer~~Merger under Chapter 92A of the ~~Conversion Right~~NRS, ~~among~~and ~~many other considerations,~~ the ~~Board~~process ~~reviewed~~by ~~its~~which ~~own~~a ~~independence~~stockholder asmay ~~well~~exercise asthis ~~management’s~~statutory ~~in offering the Conversion Right~~right, ~~and determined that the~~ ~~Board~~is ~~and~~described ~~management~~in ~~were~~detail ~~disinterested~~in ~~and independent with respect to~~ the ~~transaction~~Transaction Statement.

Conversion Notices

On November 15, 2018, the Company sent letters to the affected debt holders advising them of the Conversion Right and its term, including a notice for debt holders to return to the Company for debt holders intending to convert their debt (the “Letters”). On December 6 2018, the Company received notices regarding intent to convert debt (the “Conversion Notices”) from Golden Properties Ltd., Tilly LLC, Wendy Kelman-Neu and F. Daniel Gabel. The Conversion Notices provide for the conversion of an aggregate of $12,637,018 of the Company’s outstanding debt and accrued interest, into a total of 11,488,200 shares of unregistered Common Stock. The table below provides the amount of debt converted and the number of shares issued pursuant to the Conversion Notices:

Name of Debt Holder	Outstanding Debt (includes principal and interest)		Number of Shares Issued		Common Stock Share Price
Golden Properties Ltd.	$	6,983,346.62		6,348,499	$	1.10
Tilly LLC	$	2,720,801.12		2,473,455	$	1.10
Wendy Kelman-Neu	$	2,182,870.69		1,984,427	$	1.10
F. Daniel Gabel	$	750,000.00		681,819	$	1.10
Totals	$	12,637,018.43		11,488,200

The Company issued the Common Stock described above in reliance upon registration exemptions of the Securities Act of 1933, as amended (the “Securities Act”), afforded under Section 4(a)(2) thereunder and Rule 506 of Regulation D of the Securities Act.

The foregoing description of the Letters and Conversion Notices do not purport to be complete and are qualified in their entirety by reference to the full text of the Letters and Conversion Notices, a copy of which are filed herewith as Exhibits 10.1, 10.2, 10.3 and 10.4, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

10.1 Letter and Conversion Notice, by and between Abtech Holdings, Inc. and Golden Properties Ltd.

10.2 Letter and Conversion Notice, by and between Abtech Holdings, Inc. and Tilly LLC.

10.3 Letter and Conversion Notice, by and between Abtech Holdings, Inc. and Wendy Kelman-Neu.

10.4 Letter and Conversion Notice, by and between Abtech Holdings, Inc. and F. Daniel Gabel.

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: December 1113, 2018

ABTECH HOLDINGS, INC., a Nevada corporation By: /s/ Glenn R. Rink Glenn R. ~~RinkPresident~~Rink President and Chief Executive Officer

Filing Compare · Abtech Holdings, Inc.