Current Report Filing (8-k)
July 26 2016 - 6:04AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): July 20, 2016
GeneSYS ID, Inc.
(Exact name of registrant as specified in its charter)
Nevada
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333-193800
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27-2928918
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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170 Green Valley Parkway, Suite 300
Henderson, NV
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89012
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: 702-800-4620
Rx Safes, Inc.
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On July 20, 2016, GeneSYS ID, Inc. (the “Company”) entered
into a Contribution Agreement (the “Agreement”) with GeneSYS-RX, Inc. (the “Subsidiary”), a Nevada corporation,
pursuant to which the Company contributed certain assets and liabilities to the Subsidiary in exchange for 5,000,000 shares of
common stock in the Subsidiary. The assets excluded all patents, designs, patent applications and trademarks currently owned by
the Company as of the closing of the transfer. In addition, all variable rate convertible notes remained with the Company.
The foregoing description of the Agreement does not purport to be
complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, which is filed as Exhibit
2.1 hereto and incorporated herein by reference.
SECTION 2 – FINANCIAL INFORMATION
Item
2.01 - Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this
Current Report on Form 8-K that relates to the disposition of assets is incorporated by reference into this Item
2.01.
SECTION
5 – Corporate Governance and Management
ITEM 5.03 - Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On July 20, 2016, the Company filed Articles of Merger with the
Secretary of State of Nevada in order to effectuate a merger with our wholly-owned subsidiary, GeneSYS ID, Inc. Shareholder approval
was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors
authorized a change in the Company’s name to “GeneSYS ID, Inc.” and the Company’s Articles of Incorporation
have been amended to reflect this name change.
A copy of the Articles of Merger is attached to this Current Report
as Exhibit 3.1 and is incorporated by reference herein.
In connection with the name change, the Company has the following
new CUSIP number: 37186P102. The Company has submitted an application to FINRA on the name change and has requested a new trading
symbol that better resembles the Company’s new name.
SECTION 9 –
Financial
Statements and Exhibits
Item 9.01 Financial Statements
and 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.
GeneSYS ID, Inc.
/s/ Lorraine Yarde
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Lorraine Yarde
Chief Executive Officer
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Date: July 25, 2016
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