[ __ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and O-11.
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 29, 2017
TO OUR SHAREHOLDERS:
You are cordially invited
to attend a Special Meeting of the Shareholders of Grey Cloak Tech Inc. (the “
Company
”) to be held on Friday,
December 29, 2017, at 1:00 PM, Pacific Time, at the offices of the Company’s legal counsel Clyde Snow & Sessions, P.C.,
201 S. Main Street, Suite 1300, Salt Lake City, UT 84111, to consider and act upon the following proposals, as described in the
accompanying Proxy Statement:
|
1.
|
An amendment to our Articles of Incorporation to increase the authorized
common stock from 500,000,000 shares, par value $0.001, to 1,000,000,000 shares, par value $0.001.
|
We
are proposing this action in order to reorganize our capital structure to be more attractive to potential investors.
This
action is more fully described in the Proxy Statement accompanying this Notice. The Board of Directors has fixed the close of business
on November 8, 2017, as the record date for Shareholders entitled to notice of and to vote at this meeting and any adjournments
thereof.
Important Notice Regarding the Availability
of Proxy Materials
for the Shareholder Meeting to be Held on
December 29, 2017:
This proxy statement is available at: www.greycloaktech.com/investors/
On or about November 17,
2017, we will mail our shareholders a notice containing instructions on how to access the proxy statement and how to submit your
proxy to the Company.
Each shareholder, even
if he or she now plans to attend the meeting, is requested to submit his or her proxy to the Company as soon as possible. Any shareholder
present at the meeting may withdraw his or her proxy and vote personally on each matter brought before the meeting.
By Order of the Board of Directors
/s/ Patrick Stiles
__________________________
Patrick Stiles
Chief Executive Officer
Dated: November 17, 2017
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO
ATTEND A SPECIAL SHAREHOLDER’S MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE ENTITLED TO COMPLETE,
SIGN AND DATE THE ACCOMPANYING PROXY AND RETURN IT AT THE ADDRESS PROVIDED THEREON. YOUR PROXY WILL NOT BE USED IF YOU ARE PRESENT
AT THE MEETING AND DESIRE TO VOTE YOUR SHARES PERSONALLY AT THAT TIME.
GREY CLOAK TECH INC.
10300 W. Charleston
Las Vegas, NV 89135
------------------------------
PROXY STATEMENT
------------------------------
GENERAL INFORMATION
SOLICITATION, VOTING AND REVOCABILITY OF PROXIES
The enclosed Proxy is solicited
by the Board of Directors of Grey Cloak Tech Inc. (the “
Company
” or “
Grey Cloak
”) for use
in connection with a Special Meeting of Shareholders to be held at the offices of the Company’s legal counsel Clyde Snow
& Sessions, P.C., 201 S. Main Street, Suite 1300, Salt Lake City, UT 84111, on Thursday, December 29, 2017 at 1:00 PM Pacific
Time, and at any and all adjournments thereof for the purposes set forth herein and in the accompanying Notice of Special Meeting
of Shareholders.
The persons named as proxies
were designated by the Board of Directors (the “
Board
”) and are officers or directors of the Company. Any Proxy
may be revoked or superseded by executing a later Proxy or by giving notice of revocation in writing prior to, or at, the meeting,
or by attending the meeting and voting in person. Attendance at the meeting will not in and of itself constitute revocation of
the Proxy. All Proxies that are properly completed, signed and returned to the Company prior to the meeting, and not revoked, will
be voted in accordance with the instructions given in the Proxy. If a choice is not specified in the Proxy, the Proxy will be voted
FOR each of the items on the agenda.
Officers
of the Company or their designees will tabulate votes cast at the meeting. A majority of shares entitled to vote,
represented in person or by proxy, will constitute a quorum at the meeting. Abstentions and broker non-votes are each
included in the determination of the number of shares present and voting for the purpose of determining whether a quorum is
present, and each is tabulated separately. “
Broker non-votes
” are shares of voting stock held in record
name by brokers and nominees concerning which (i) instructions have not been received from the beneficial owners or persons
entitled to vote; (ii) the broker or nominee does not have discretionary voting power under applicable rules or the
instrument under which it serves in such capacity; or (iii) the record holder has indicated on the proxy or has executed a
proxy and otherwise notified us that it does not have authority to vote such shares on that matter. Although abstentions and
broker non-votes are not counted either “FOR” or “AGAINST” any proposals, if the number of
abstentions or broker non-votes results in the votes “FOR” a proposal not equaling at least a majority of the
votes required for the proposal, the proposal will not be approved. This will be the case even though the number of votes
“FOR” the proposal exceeds the number of votes “AGAINST” the proposal.
No other matters other
than those set forth herein may be presented at the meeting.
Notice of this Proxy Statement
and the accompanying Proxy are being mailed to shareholders on or about November 17, 2017. The entire cost of the solicitation
of Proxies will be borne by the Company. It is contemplated that this solicitation will be primarily by mail. In addition, some
of the officers, directors and employees of the Company may solicit Proxies personally or by telephone or facsimile. Officers and
employees soliciting proxies will not receive any additional compensation for their services. The Company will reimburse brokers
and other nominees for their reasonable out-of-pocket expenses incurred in forwarding solicitation material to beneficial owners
of shares held of record by such brokers or nominees.
We will only deliver one
proxy statement to multiple shareholders that share one address unless we have received prior instructions to the contrary from
one or more of such shareholders. Upon written or verbal request, we will promptly deliver a separate copy of this proxy statement
and any future annual reports and proxy statements to any shareholders at a shared address to which a single copy of this proxy
statement was delivered, or deliver a single copy of this proxy statement and any future annual reports and proxy statements to
any shareholder or holders sharing an address to which multiple copies are now delivered. Any such requests in writing should be
directed to our principal executive offices at the following address:
Grey Cloak Tech Inc.
10300 W. Charleston
Las Vegas, NV 89135
(702) 201-6450
DISSENTER’S RIGHTS
Under the Nevada Revised
Statutes, our shareholders are not entitled to dissenters’ rights with respect to any matter to be acted upon, and the Company
will not independently provide shareholders with any such right.
OUTSTANDING SHARES AND VOTING RIGHTS
The Company has two classes
of equity securities currently outstanding which are entitled to vote at the meeting, namely, its Common Stock and Series A Convertible
Preferred Stock. The proposal must be approved by a majority of the votes held by holders of the Company’s equity securities
present or represented and entitled to vote at the meeting.
The record date for purposes of determining
the number of outstanding shares of voting stock of the Company, and for determining stockholders entitled to vote, is the close
of business on
November 8, 2017
(the “
Record Date
”).
Common Stock
Each holder of Common Stock
is entitled to one (1) vote for each share of Common Stock held. As of the Record Date, we had 146,674,359 issued and outstanding
shares of Common Stock. We are authorized to issue up to 500,000,000 shares of Common Stock.
Preferred Stock
We are authorized to issue
75,000,000 shares of preferred stock. As of the Record Date, we had 1,333,334 authorized, issued and outstanding shares of Series
A Convertible Preferred Stock (the “
Preferred Stock
”). No other class or series of preferred stock has been
authorized.
Holders of Preferred Stock
are able to vote on all matters presented to the shareholders. Each share of Preferred Stock entitles the holder to the number
votes equal to the number of shares of common stock into which the Preferred Stock share may be converted. Each share of Preferred
Stock may be converted into the number of shares of common stock equal to 0.00006% of our outstanding shares upon conversion. Therefore,
the aggregate of the votes of all of our Preferred Stock is 586,698,913, or 80.0% of all votes when combined with the shares held
by the holders of common stock.
[remainder of page intentionally left blank]
PROPOSAL ONE
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
General
On
November 3, 2017
, the Board of Directors of the Company approved, declared it advisable and in
the Company’s best interest and directed that there be submitted to the Shareholders for approval, the prospective amendment
to the Third Article of the Company’s Articles of Incorporation
, a copy of which is attached hereto as
Exhibit
A
(the “
Amendment
”),
to
increase the authorized Common Stock from
500,000,000 shares, par value $0.001, to 1,000,000,000 shares, par value $0.001.
Reasons for the Increase in Authorized Common Stock
Currently, the Company is authorized to issue 500,000,000 shares of Common Stock. Of the 500,000,000 shares
of Common Stock authorized, as of the Record Date, there were 146,674,359 shares of Common Stock issued and outstanding. The current
number of authorized shares is insufficient to allow for the conversion of all of the Preferred Stock. If all shares of Preferred
Stock were converted as of the Record Date, we would have issued 586,698,913 shares of common stock for a total of 733,373,272
shares outstanding.
As a general matter, the
Board of Directors does not believe the currently available number of unissued shares of
Common Stock
is an adequate number of shares to assure that there will be sufficient shares available for issuance in connection with possible
future acquisitions, equity and equity-based financings, possible future awards under employee benefit plans, stock dividends,
stock splits, and other corporate purposes. Therefore, the Board of Directors approved the increase in authorized shares of
Common
Stock
as a means of providing the Company with the flexibility to act with respect to the issuance of
Common
Stock
or securities exercisable for, or convertible into,
Common Stock
in circumstances
which they believe will advance the interests of the Company and its shareholders without the delay of seeking an amendment to
the Certificate of Incorporation at that time.
The Board of Directors
is considering, and will continue to consider, various financing options, including the issuance of
Common
Stock
or securities convertible into
Common Stock
from time to time to raise additional
capital necessary to support future growth of the Company. As a result of the Increase in Authorized Amendment, the Board of Directors
will have more flexibility to pursue opportunities to engage in possible future capital market transactions involving
Common
Stock
or securities convertible into
Common Stock
, including, without limitation, public
offerings or private placements of such
Common Stock
or securities convertible into
Common
Stock
. There are no specific financing transactions under consideration at this time.
In addition, the Company’s
growth strategy may include the pursuit of selective acquisitions to execute its business plan. The Company could also use the
additional
Common Stock
for potential strategic transactions, including, among other things,
acquisitions, spin-offs, strategic partnerships, joint ventures, restructurings, divestitures, business combinations and investments.
There are no specific acquisitions under consideration at this time.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
The following table sets
forth, as of November 8, 2017, certain information with respect to the Company’s equity securities owned of record or beneficially
by (i) each Officer and Director of the Company; (ii) each person who owns beneficially more than 5% of each class of the Company’s
outstanding equity securities; and (iii) all Directors and Executive Officers as a group.
Name and Address
(2)
|
|
Common Stock
(1)(3)
|
|
Percent of Common Stock
(1)(3)
|
|
Series A Convertible Preferred Stock
(1)
|
|
Percent of Series A Convertible Preferred Stock
(1) (4)
|
|
|
|
|
|
|
|
|
|
5% Stockholders:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
La Mirage Trust
(6)
|
|
|
9,362,193
|
|
|
|
6.00
|
%
|
|
|
100,000
|
|
|
|
7.50
|
%
|
First Capital Properties
(6)
|
|
|
9,362,193
|
|
|
|
6.00
|
%
|
|
|
100,000
|
|
|
|
7.50
|
%
|
Matthew Grabau
(5)
|
|
|
25,883,710
|
|
|
|
15.00
|
%
|
|
|
250,000
|
|
|
|
18.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers and Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred Covely
(7)
|
|
|
7,736,476
|
|
|
|
5.14
|
%
|
|
|
41,403
|
|
|
|
3.11
|
%
|
William Bossung
(8)
|
|
|
19,299,175
|
|
|
|
12.10
|
%
|
|
|
168,330
|
|
|
|
12.62
|
%
|
Patrick Stiles
|
|
|
37,636,645
|
|
|
|
20.92
|
%
|
|
|
348,601
|
|
|
|
26.15
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Officers and Directors as a Group (3 Persons)
(7) (8)
|
|
|
81,108,720
|
|
|
|
36.77
|
%
|
|
|
558,334
|
|
|
|
41.88
|
%
|
|
(1)
|
This tabular information is intended to conform to Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 relating to the determination of beneficial ownership of securities. Unless otherwise indicated, the tabular
information gives effect to the conversion of convertible securities convertible within 60 days of the date of this table owned
in each case by the person or group whose percentage ownership is set forth opposite the respective percentage and is based on
the assumption that no other person or group converts their convertible securities. Each share of Preferred Stock may be converted into the number of shares of common stock equal to 0.00006%
of our outstanding shares upon conversion.
|
|
(2)
|
Unless otherwise indicated, the address of the stockholder is c/o Grey Cloak Tech Inc., 10300 W.
Charleston, Las Vegas, NV 89135.
|
|
(3)
|
Based on 146,674,359 shares of Common Stock issued and outstanding as of November 8, 2017.
|
|
(4)
|
Based on 1,333,334 shares of Preferred Stock issued and outstanding as of November 8, 2017.
We do not have shares of any other class or series of preferred stock outstanding.
|
|
(5)
|
The address of the stockholder is 2383 S. Lupine Way, Lakewood, CO 80228.
|
|
(6)
|
The address of the stockholder is 5770 S. Beech Court, Greenwood Village, CO 80121.
|
|
(7)
|
Includes 4,000,000 shares of common stock held directly by Mr. Covely and 3,736,476 shares of beneficially
owned common stock issuable upon conversion of Mr. Covely’s 41,403 shares of Preferred Stock.
|
|
(8)
|
Includes 3,220,000 shares of common stock held directly by Mr. Bossung and 16,079,175 shares of
beneficially owned common stock issuable upon conversion of Mr. Bossung’s 168,330 shares of Preferred Stock.
|
The issuer is not aware
of any person who owns of record, or is known to own beneficially, five percent or more of the outstanding securities of any class
of the issuer, other than as set forth above.
There are no current arrangements which will
result in a change in control.
INTEREST OF CERTAIN PERSONS
No director, executive
officer, associate of any director or executive officer or any other person has any substantial interest, direct or indirect, by
security holdings or otherwise, in the Amendment which is not shared by all other holders of the shares of Common Stock.
OTHER MATTERS
Expenses
We will bear all costs
related to this Proxy Statement. We will reimburse brokerage houses and other custodians, nominees, trustees and fiduciaries representing
beneficial owners of shares for their reasonable out-of-pocket expenses for forwarding this Proxy Statement to such beneficial
owners.
Householding
We will deliver only one
copy of this Proxy Statement to multiple shareholders sharing an address unless we have received contrary instructions from one
or more of the shareholders. Furthermore, we undertake to deliver promptly, upon written or oral request, a separate copy of this
Proxy Statement to a stockholder at a shared address to which a single copy of this Proxy Statement is delivered. A stockholder
can notify us that the stockholder wishes to receive a separate copy of this Proxy Statement by contacting us at: 10300 W. Charleston,
Las Vegas, NV 89135, Attention: Investor Relations, or by calling (702) 201-6450. Conversely, if multiple shareholders sharing
an address receive multiple Proxy Statements and wish to receive only one, such shareholders can notify us at the address or phone
number set forth above.
WHERE YOU
CAN FIND MORE INFORMATION
Additional information
about us is contained in our periodic and current reports filed with the U.S. Securities and Exchange Commission (the “
Commission
”).
These reports, their accompanying exhibits and other documents filed with the Commission, may be inspected without charge at the
Public Reference Section of the Commission at 100 F Street, NE, Washington, DC 20549. Copies of such material may also be obtained
from the Commission at prescribed rates. The Commission also maintains a Web site that contains reports, proxy and Proxy Statements
and other information regarding public companies that file reports with the Commission. Copies of these reports may be obtained
from the Commission’s EDGAR archives at http://www.sec.gov/index.htm.
By Order of the Board of Directors
/s/ Patrick Stiles
Patrick Stiles
Chief Executive Officer and Director
Las Vegas, NV
Exhibit A
Amendment to the Articles of Incorporation
CERTIFICATE OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
GREY CLOAK TECH INC.
The undersigned hereby certifies:
1. The
name of the Corporation is Grey Cloak Tech Inc.
2. The
articles have been amended as follows:
Article 3 is amended
and restated as follows:
“Article 3,
Authorized Stock:
The corporation has
the authority to issue One Billion (1,000,000,000) shares of common stock, par value $0.001 per share, and Seventy Five Million
(75,000,000) shares of preferred stock, par value $0.001 per share.
Preferred stock may
be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue
of all or any of the shares of the authorized preferred stock in one or more series, and to fix the number of shares and to determine
or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and
relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated
and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and
as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or
decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares
of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing
sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally
fixing the number of shares of such series.”
3. The
votes by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting
power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may
be required by the provisions of the articles of incorporation have voted in favor of the amendment is [•] ([•]%) with
respect to the increase in authorized common stock.
IN WITNESS WHEREOF,
the undersigned has executed this Certificate of Amendment to the Articles of Incorporation on [•].
|
Patrick Stiles
Chief Executive Officer
|
PROXY
GREY CLOAK TECH INC.
10300 W. Charleston
Las Vegas, NV 89135
www.greycloaktech.com
(THIS PROXY IS SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS)
The undersigned hereby appoints WILLIAM BOSSUNG
(unless otherwise indicated below) as proxy for the undersigned, with full power of substitution, who may act by unanimous vote
of said proxies or their substitutes as shall be present at the meeting, or, if only one be present, then the one shall have all
the powers hereunder, to represent and to vote, as designated herein (if no direction is made, this Proxy will be voted FOR all
Proposals), all of the shares of Grey Cloak Tech Inc. (the “Company”) standing in the name of the undersigned, at
the Special Meeting of Shareholders of the Company to be held on December 29, 2017 at 1:00 PM Pacific Time, at Clyde Snow &
Sessions, P.C., 201 S. Main Street, Suite 1300, Salt Lake City, UT 84111, and any adjournment thereof. In their discretion, the
proxies are authorized to vote upon such other business as may properly come before the meeting.
Please mark your votes as indicated in this proxy
|
FOR
|
ABSTAIN
|
AGAINST
|
ITEM 1 – TO AMEND THE ARTICLES OF INCORPORATION
|
[ ]
|
[ ]
|
[ ]
|
TO INCREASE THE AUTHORIZED COMMON STOCK TO
|
|
|
|
ONE BILLION (1,000,000,000) SHARES.
|
|
|
|
Signature(s)
|
|
|
Date
|
|
|
|
|
|
|
|
|
|
(Print Name)
|
|
|
|
|
Please mark, sign and date your proxy card and return it by mail
to Grey Cloak Tech Inc., c/o Clyde, Snow & Sessions, P.C., 201 S. Main Street, Suite 1300, Salt Lake City, UT 84111-2216 or
by fax to (801) 521-6280.
NOTE: Please sign as name appears hereon. Joint owners should each
sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation,
please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name
by authorized person.