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): June 1517, 2022

RENOVARE ENVIRONMENTAL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-36843	46-2336496
(State of Organization)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

80 Red Schoolhouse Road, Suite 101, Chestnut Ridge, NY 10977

(Address of principal executive offices)

Registrant’s telephone number, including area code: 845-262-1081

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 Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	RENO	OTC Pink

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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On June 1517, 2022, ~~the Company~~Renovare ~~received~~Environmental, ~~formal~~Inc. (“Renovare” ~~notice~~or ~~from~~the ~~The~~“Company”) ~~Nasdaq~~signed ~~Stock~~a ~~Market~~Letter ~~LLC~~of Intent (the “~~Nasdaq~~Letter”) ~~indicating~~to ~~that~~merge ~~the~~with ~~Nasdaq~~Harp ~~Hearings~~Renewables and ~~Panel~~its affiliate, Harp Electric Engineering (~~the~~ collectively “~~Panel~~Harp”). ~~has~~The ~~determined~~Letter tois ~~delist~~filed as Exhibit 10.01 hereto and incorporated herein by reference. The Letter specifies that the ~~Company’s~~parties ~~securities~~have ~~from~~entered ~~Nasdaq~~into ~~based~~a ~~upon~~period of exclusivity in order to negotiate the merger of the Company’s ~~non-compliance~~ with Harp wherein, among other items, the ~~filing~~Company ~~requirements~~agreed ~~set~~not ~~forth~~to inconduct ~~Nasdaq~~any ~~Listing~~public ~~Rule~~offerings, ~~5550(a)(2)~~financings, ~~and~~mergers ~~(b)(1)~~or acquisitions. The AsLetter asupersedes ~~result~~and ofreplaces ~~the~~all ~~Panel’s~~prior ~~decision,~~oral ~~Nasdaq will~~and/or ~~suspend~~written ~~trading~~discussions inor ~~the~~understandings ~~Company’s~~between ~~securities~~the ~~effective~~parties atincluding the ~~open~~previously disclosed ofpurchase ~~business~~agreements onwith ~~June~~Harp 17dated February 28, 2022,. ~~and~~The ~~indicated~~Letter also provides that itif ~~intends~~the Company terminates the Letter, it towill ~~file~~be arequired ~~Form~~to 25pay ~~NSE~~Harp ~~Notification~~a ofbreakup ~~Delisting~~fee ~~with~~in the ~~Securities~~amount ~~and~~of ~~Exchange~~$850,000. ~~Commission~~The (foregoing descriptions of the ~~“SEC”)~~Letter ~~once~~contained ~~all~~herein ~~applicable~~does not ~~appeal~~purport ~~and~~to ~~review~~be ~~periods~~complete ~~have~~and ~~expired~~is qualified in ~~order~~its toentirety ~~effect~~by reference to the ~~formal~~Letter ~~delisting~~which ofis filed as Exhibit 10.1 hereto and the ~~Company’s~~terms of ~~securities~~which ~~from~~are ~~Nasdaq~~incorporated by reference herein.

~~The~~Item ~~Company’s shares began trading on the OTC Markets’ “OTC Pink Market” tier under the symbol “RENO~~2.”03 ~~There~~Creation ~~may~~of be a ~~very~~ ~~limited~~Direct ~~market~~Financial inObligation ~~which~~or ~~the~~an ~~Company’s~~Obligation ~~shares~~under ~~are~~an ~~traded,~~Off-Balance ~~the~~Sheet ~~Company’s~~Arrangement ~~stockholders may find it difficult to sell their shares~~ of ~~the~~a ~~Company and the trading price of the Company’s securities, if any, may be adversely affected~~Registrant.

~~SIGNATURES~~The information set forth in items 1.01 is incorporated into this Item 2.03 by reference.

~~Pursuant~~Item to8.01 ~~the~~Other ~~requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Events.

Date: June 22, 2022	RENOVARE ENVIRNMENTAL, INC.
	By:	/s/ Brian C. Essman
		Name:	Brian C. Essman
		Title:	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

On June 24, 2022, the Company issued a press release announcing their intention to merge with Harp Renewables and Harp Electrical Engineering. The press release, which is furnished in this report as Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statement Exhibits.

Number	Description
10.01	Letter of Intent dated June 17, 2022.
99.1	Press release dated June 24, 2022 announcing Renovare’s intention to merge with Harp Renewables and Harp Electric Engineering.
104	Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit)

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: June 24, 2022	RENOVARE ENVIRNMENTAL, INC.

	By:	/s/ Brian C. Essman
		Name:	Brian C. Essman
		Title:	Chief Financial Officer and Treasurer (Principal Financial and Accounting Officer)

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