Current Report Filing (8-k)
April 08 2020 - 2:46PM
Edgar (US Regulatory)
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): April 3, 2020
GREY CLOAK TECH INC.
(Exact name of registrant as specified in its
charter)
Nevada
(State or other
jurisdiction of incorporation)
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333-202542
(Commission
File Number)
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47-2594704
(I.R.S. Employer
Identification No.)
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6445 South Tenaya Way
Suite B110
Las Vegas, Nevada 89113
(Address of principal executive offices) (zip
code)
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(303) 357-9792
(Registrant’s telephone number, including
area code)
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(Former name or former address, if changed since last report.)
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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))
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. [_]
Section 1 – Registrant’s Business
and Operations
Item 1.01 Entry into a Material Definitive
Agreement.
Acquisition of Ultimate Brain Nutrients,
LLC
On April 3, 2020, we entered
into a Share Exchange Agreement by and among Grey Cloak Tech Inc., Ultimate Brain Nutrients, LLC, a Delaware limited liability
company (“UBN”), and the members of UBN, whereby we issued and exchanged 90,000,960 shares of our common stock
for all of the outstanding equity securities of UBN. UBN is now our wholly-owned subsidiary. The shares of common stock issued
in the Exchange are equal to approximately 42.5% of our outstanding common stock immediately following the exchange.
Section 3 – Securities and Trading
Markets
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Item 3.02
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Unregistered Sale of Equity Securities.
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The disclosure in Item
1.01 above regarding the issuance of securities in the exchange is incorporated herein by reference.
The shares of common stock
issued pursuant to the Share Exchange Agreement were offered and sold in reliance on an exemption from registration pursuant to
Section 4(a)(2) of the Securities Act of 1933, as amended. The investors have acquired the securities for investment purposes only
and not with a view to, or for sale in connection with, any distribution thereof. The securities were not issued through any general
solicitation or advertisement.
Section 9 – Financial Statements and
Exhibits.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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.
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Grey Cloak Tech Inc.
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Dated: April 8, 2020
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/s/ Kevin Pitts
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By: Kevin “Duke” Pitts
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Its: President
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