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): ~~November~~December 56, 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:

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)

¨o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨o 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 31.0301. ~~Material~~Entry ~~Modification~~into toa ~~Rights~~Material ofDefinitive ~~Security Holders~~Agreement.

~~As previously~~The ~~disclosed,~~disclosures onrequired ~~August~~by ~~15,~~this ~~2018,~~Item ~~the stockholders of Abtech Holdings, Inc~~1. ~~(the “Company”) and the Company’s~~01 ~~board~~are ofcontained ~~directors~~in ~~(the~~Item ~~“Board”)~~3.02 ~~approved~~below ~~a 200-for-1 reverse stock split of the Company’s issued~~ and ~~outstanding Common~~are ~~Stock~~incorporated ~~(the~~as ~~“Common~~if ~~Stock”)~~fully ~~and~~restated ~~a 16-for-1 reverse stock split of the Company’s authorized Common Stock (together the “Stock Split”)~~herein.

~~On November~~Item 5, 2018, the Financial Industry Regulatory Authority (“FINRA”) announced that the Stock Split would be effective as of November 6, 2018, and the Company issued a press release announcing the Stock Split3.02. AUnregistered ~~copy~~Sales of ~~the~~Equity ~~press release is attached hereto as Exhibit 99~~Securities.~~1 and incorporated herein by reference.~~

~~Effects of the Reverse Stock Split~~Background

~~The Company~~On isNovember ~~currently~~15, ~~authorized~~2018, tothe ~~issue~~Board ~~800,000,000~~of ~~shares~~Directors (the “Board”) of ~~Common~~Abtech ~~Stock~~Holdings, Inc., As a ~~result~~Nevada ofcorporation ~~the~~(“we,” ~~Stock~~“our,” ~~Split~~“us,” or the “Company”) ~~will be~~ authorized the Company to ~~issue~~offer ~~50,000,000~~to ~~shares~~all holders of ~~Common~~the ~~Stock.~~Company’s Asdebt the right to convert all or a ~~result~~portion of the ~~Stock~~amount ~~Split,~~of ~~there~~outstanding ~~will~~debt beheld ~~approximately~~by ~~2,525,000~~such debt holders into unregistered shares of the Company’s common stock par value $0.001 per share (“Common Stock”) ~~issued~~at ~~and~~a ~~outstanding~~conversion rate of $1.10 per share (~~subject~~the to“Conversion ~~adjustment~~Right”), with ~~due~~such toConversion Right expiring on December 6, 2018. In considering the ~~effect~~offer of ~~rounding~~the ~~fractional~~Conversion ~~shares~~Right, ~~into~~among ~~whole~~many ~~shares).~~other considerations, ~~The~~the ~~Stock~~Board ~~Split~~reviewed ~~will~~its ~~not~~own ~~have~~independence ~~any~~as ~~effect~~well onas management’s in offering the ~~stated~~Conversion ~~par~~Right, ~~value~~and ofdetermined that the Board ~~Common~~and ~~Stock~~management were disinterested and independent with respect to the transaction.

~~Effective Date;~~Conversion ~~Symbol; CUSIP Number~~Notices

~~The Stock~~On ~~Split~~November ~~becomes~~15, ~~effective~~2018, ~~with~~the ~~FINRA~~Company ~~and~~sent inletters to the ~~marketplace~~affected atdebt ~~the~~holders ~~open~~advising them of ~~business~~the onConversion ~~November~~Right 6and its term, ~~2018~~including ~~(the~~a ~~“Effective Date”),~~notice ~~whereupon~~for debt holders to return to the ~~shares~~Company offor ~~Common~~debt ~~Stock~~holders ~~will~~intending ~~begin~~to ~~trading~~convert ontheir adebt ~~split-adjusted~~(the ~~basis~~“Letters”). On ~~the~~December ~~Effective~~6 ~~Date~~2018, the Company’s received ~~trading~~notices ~~symbol~~regarding ~~will~~intent ~~change~~ to convert debt (the “~~ABHDD~~Conversion Notices”) ~~for~~from aGolden ~~period~~Properties ofLtd., 20Tilly ~~business days~~LLC, ~~after~~Wendy ~~which~~Kelman-Neu and F. Daniel Gabel. The Conversion Notices provide for the ~~fifth~~conversion ~~character,~~of ~~letter~~an ~~“D,” will~~aggregate beof ~~removed~~$12,637,018 ~~from~~of the Company’s ~~trading~~outstanding debt ~~symbol,~~and ~~which~~accrued ~~will~~interest, ~~revert~~into toa ~~the~~total ~~original~~of ~~symbol~~11,488,200 shares of ~~“ABHD”~~unregistered Common Stock. InThe ~~connection with~~table below provides the ~~Stock~~amount of ~~Split,~~debt ~~the~~converted ~~Company’s~~and ~~CUSIP~~the number ~~will~~of ~~change~~shares issued pursuant to ~~00400H207.~~the Conversion Notices:

Split Adjustment; No Fractional Shares

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

~~On the~~The ~~Effective~~Company ~~Date,~~issued the ~~total number of shares of the Company’s~~ Common Stock ~~held~~described above byin ~~each~~reliance ~~stockholder~~upon ~~will~~registration beexemptions ~~converted~~of ~~automatically into~~ the ~~number~~Securities Act of ~~whole~~1933, ~~shares~~as ofamended ~~Common~~(the ~~Stock~~“Securities ~~equal~~Act”), toafforded under Section 4(ia)(2) ~~the~~thereunder ~~number of issued~~ and ~~outstanding~~Rule ~~shares~~506 of ~~Common~~Regulation ~~Stock~~D ~~held~~of ~~by such stockholder immediately prior to~~ the ~~Stock~~Securities ~~Split, divided by (ii) 200~~Act.

~~No fractional~~The ~~shares~~foregoing ~~will~~description beof ~~issued,~~the Letters and noConversion ~~cash~~Notices ordo ~~other~~not ~~consideration~~purport ~~will~~to be ~~paid.~~complete ~~Instead,~~and ~~the~~are ~~Company~~qualified ~~will~~in ~~issue~~their ~~one~~entirety ~~whole~~by ~~share~~ reference to the full text of the ~~post-Stock~~Letters and ~~Split~~Conversion ~~Common~~Notices, ~~Stock~~a tocopy ~~any~~of ~~stockholder~~which ~~who~~are ~~otherwise~~filed ~~would~~herewith ~~have~~as ~~received~~Exhibits a10.1, ~~fractional~~10.2, ~~share~~10.3 asand a10.4, ~~result~~and ofare ~~the Stock~~incorporated ~~Split~~herein by reference.

Non-Certificated Shares; Certificated Shares

Stockholders who are holding their shares in electronic form at brokerage firms do not have to take any action as the effect of the reverse stock split will automatically be reflected in their brokerage accounts.

Stockholders holding paper certificates may (but are not required to) send the certificates to the Company’s transfer agent at the address given below. The transfer agent will issue a new share certificate reflecting the terms of the reverse stock split to each requesting stockholder. We would also encourage you to call Worldwide Stock Transfer before sending in your certificates to determine the cost of getting new, post-split certificates issued. This is not a cost or expense that will be borne by the Company nor is the Company responsible if your shares get lost while being transmitted to Worldwide Stock Transfer.

Worldwide Stock Transfer, LLC

One University Plaza

Suite 505

Hackensack, NJ 07601

Tel (201) 820-2008

Fax (201) 820-2010

State Filing

As previously disclosed, the Stock Split was effected by the Company filing a Certificate of Change (the “Certificate”) pursuant to Nevada Revised Statutes (“NRS”) Section 78.209 with the Secretary of State of the State of Nevada on August 20, 2018. The Certificate is not effective until the Effective Date. Under Nevada law, no amendment to the Company’s Articles of Incorporation is required in connection with the Stock Split.

Item 8.01. Other Events.

On October 31, 2018, the Company filed a preliminary information statement relating to a potential increase in its authorized Common Stock approved by the holders of a majority of its outstanding Common Stock as of October 29, 2018. This action will no longer be taken by this written consent process and, accordingly, a definitive information statement will not be filed or mailed to stockholders.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
99.1	Press Release of Abtech Holdings, Inc., dated November 5, 2018.

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: ~~November~~December 511, 2018

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

Filing Compare · Abtech Holdings, Inc.