Current Report Filing (8-k)
29 March 2018 - 6:22PM
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):
March 23, 2018
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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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10300 W. Charleston
Las Vegas, NV 89135
(Address of principal executive offices) (zip
code)
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(702) 201-6450
(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 [X]
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 5
– Corporate Governance and Management
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Item 5.07
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Submission of Matters to a Vote of Security Holders.
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On March 23, 2018, we held
a Special Meeting of Shareholders in Salt Lake City, Utah. Common stockholders as of February 5, 2018 (the “
Record Date
”)
were entitled to one vote per share. Shareholders owning Series A Convertible Preferred Stock (“
Preferred Stock
”)
as of the Record Date were entitled to a number of votes per share equal to the number of shares of common stock to which the holders
thereof would be entitled if they converted their shares of Preferred Stock as of the Record Date. Each share of Preferred Stock
is convertible into the number of shares of common stock equal to 0.00006% of the outstanding common stock of the Company upon
conversion.
As of the Record Date, there were 349,324,782 shares of common stock outstanding and 1,333,334 shares of Preferred Stock outstanding.
Therefore, the holders of all outstanding shares of Preferred Stock were entitled to 1,397,302,635 votes, or 80% of the vote, in
the aggregate.
At the Special Meeting
of Shareholders, there were shareholders of both common stock and Preferred Stock representing 1,366,123,259 votes present at the
meeting, either in person or by proxy, which represented approximately 78% of the 1,746,627,417 total outstanding votes of the
Company, so a quorum was present. The following agenda items, as set forth in the Company’s Definitive Proxy Statement on
Schedule 14A filed with the Securities and Exchange Commission on February 28, 2018, were approved:
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1.
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To approve an amendment to our Articles of Incorporation to change
the name of the Company to Greenify Group, Inc.
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The agenda item passed
with votes as follows:
For
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Against
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Abstain
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Percentage Approving
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1,037,519,904
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319,915,308
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8,688,047
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76.0%
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2.
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To approve an amendment to our Articles of Incorporation to increase
the authorized common stock from 1,000,000,000 shares, par value $0.001, to 4,000,000,000 shares, par value $0.001.
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The agenda item passed with votes as follows:
For
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Against
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Abstain
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Percentage Approving
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1,258,622,258
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102,460,944
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2,590,357
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92.3%
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3.
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To approve an amendment to our Articles of Incorporation to effect
a reverse stock split of our common stock at a ratio between 1-for-100 and 1-for-250, the exact ratio and timing of which will
be set by our Board of Directors at a future date no later than December 31, 2018.
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The agenda item passed
with votes as follows:
For
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Against
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Abstain
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Percentage Approving
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1,237,221,155
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128,494,627
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407,478
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90.6%
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A more detailed description
of the agenda item at the Special Shareholders Meeting can be found in our Definitive Proxy Statement on Schedule 14A filed with
the Securities and Exchange Commission on February 28, 2018.
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:
March 29, 2018
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/s/
William Bossung
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By: William
Bossung
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Its: Chief
Financial Officer and Secretary
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