NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 23, 2018
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,
March 23, 2018, 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 change the name of the Company to Greenify Group, Inc.
|
|
2.
|
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.
|
|
3.
|
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.
|
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 February 5, 2018, 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
March 23, 2018:
This proxy statement is available at: www.greycloaktech.com/investors/
On or about March 1,
2018, 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
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 Friday, March 23, 2018 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 March 1, 2018. 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
February 5, 2018
(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 349,324,782 issued and outstanding
shares of Common Stock. We are authorized to issue up to 1,000,000,000 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 1,397,302,635, 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 CHANGE THE NAME OF THE COMPANY
General
On
February 5, 2018
, 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 First Article of the Company’s Articles of Incorporation
, a copy of which is attached hereto as
Exhibit
A
(the “
Amendment
”),
to change the name of the Company to “Greenify
Group, Inc
.” (the “
Name Change
”).
If the Stockholders approve
the Name Change, the Name Change will become effective on the date the Amendment is filed with the Secretary of
State of the State of Nevada, or such later date as is specified in the filing. The Company expects the Amendment to become effective
as soon as practicable following the special meeting.
Reasons for the Name Change
With the acquisition of
Eqova Life Sciences, the Company has shifted its focus to the production and sale of hemp oil products through the medical practitioner
market. We will continue to operate our legacy business providing software enterprise platform services, but to better reflect
the Company’s primary focus, we believe a name change will better help the Company to be recognized as a market leader in
the hemp oil products industry.
Effects of Name Change
If the Shareholders approve
the Name Change, the Name Change will become effective upon filing of the Amendment.
While the name change will
cause us to incur certain costs, our Board of Directors believes that any potential confusion and costs associated with the name
change will be outweighed by the benefits of the name change.
The Name Change will
not have any effect on the rights of our existing shareholders.
Stockholders will not be
required to exchange stock certificates solely to reflect the new corporate name. If a physical certificate represents a Stockholder’s
shares of Common Stock currently, that certificate will continue to represent such Stockholder’s ownership of such shares.
It will not be necessary for Stockholders to surrender stock certificates bearing the Company’s former corporate name. When
physical certificates are presented for transfer in the ordinary course, new certificates bearing the new corporate name will be
issued.
Vote Required
Approval of the Name
Change will require approval by at least a majority of the then outstanding shares entitled to vote thereon. Accordingly,
the Name Change will be approved if at least 702,261,332 shares of the combined Preferred Stock and Common Stock are
voted in favor of the Name Change.
Appraisal and Dissenters’ Rights
No appraisal or dissenters’
rights are available under Nevada law or the Company’s Certificate of Incorporation or Bylaws to Stockholders who dissent
from the Name Change. The Company will not independently provide its Stockholders with any such right.
In connection with our name
change, we will request that FINRA change our ticker symbol on the OTC Markets from “GRCK” to “GRFY”
or something similar. The timeline for FINRA to accept our request for a ticker symbol is unknown, and sometimes can be lengthy.
We will effectuate the corporate name change with the State of Nevada as soon as practical after the Special Meeting, but it may
not be reflected by FINRA for weeks or even months afterward. In the interim, our Common Stock will trade under the symbol “GRCK.”
The Board of Directors recommends a vote
“FOR” Proposal One to change the Company’s name. If you complete the enclosed proxy card, unless you direct to
the contrary on that card, the shares represented by that proxy will be voted FOR Proposal One to change the Company’s name.
[remainder of page intentionally left blank]
PROPOSAL TWO
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO INCREASE THE AUTHORIZED COMMON STOCK
General
On
February 5, 2018, the Board of Directors of the Company approved, declared it advisable and in the Company’s best interest
and directed that the Amendment be submitted to the Shareholders for approval 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.
Reasons for the Increase in Authorized Common Stock
Currently, the Company
is authorized to issue 1,000,000,000 shares of Common Stock. Of the 1,000,000,000 shares of Common Stock authorized, as of the
Record Date, there were 349,324,782 shares of
Common Stock
issued and outstanding. The current
number of authorized shares is insufficient to allow for the conversion of all of the outstanding Preferred Stock and to pursue
additional financing. If all shares of Preferred Stock were converted as of the Record Date, we would have issued 1,397,302,635
shares of common stock for a total of 1,746,627,417 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. Our recent acquisition of Eqova Life Sciences required the use of our Preferred
Stock in order to complete the acquisition, and most of our currently remaining authorized shares of common stock must remain available
for conversions of the Preferred Stock. This has left us with no more additional authorized shares to pursue future equity financing.
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 any future issuances 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 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.
Under the Amendment, each
of the newly authorized shares of Common Stock will have the same rights and privileges as the currently authorized shares of Common
Stock. Adoption of the Amendment will not affect the rights of the current Stockholders nor will it change the par value of the
Common Stock, which will remain $0.001 par value per share.
Dilution
The issuance of additional
shares of Common Stock will decrease the relative percentage of equity ownership of our existing Stockholders, thereby diluting
the voting power of their Common Stock, and, depending on the price at which additional shares may be issued, could also be dilutive
to the earnings per share of our Common Stock.
Potential Anti-Takeover Effect
Although this Proposal
Two is not motivated by anti-takeover concerns and is not considered by the Board of Directors to be an anti-takeover measure,
the availability of additional authorized Common Stock could be utilized as such or otherwise have the effect of delaying or preventing
a change of control of the Company. In addition to financing purposes, the Company could also issue shares of Common Stock or a
series of preferred stock that may, depending on the amount of such Common Stock or the terms of such series of preferred stock,
make more difficult or discourage an attempt to obtain control of the Company by means of a merger, tender offer, proxy content,
or other means.
This Proposal Two is not
in response to any specific effort of which the Company is aware to obtain control of the Company, and the Board of Directors has
no present intention to use the additional shares of Common Stock in order to impede a takeover attempt. However, the Board of
Directors might, when it is determined to be in the best interest of the Stockholders, create voting, including class voting, or
other impediments to obtaining control of the Company.
The Board of Directors recommends a vote
“FOR” Proposal Two to increase the number of authorized shares of Common Stock from 1,000,000 to 4,000,000. If you
complete the enclosed proxy card, unless you direct to the contrary on that card, the shares represented by that proxy will be
voted FOR Proposal Two to increase the number of authorized shares of Common Stock from 1,000,000,000 to 4,000,000.
[remainder of page intentionally left blank]
PROPOSAL THREE
AMENDMENT TO THE COMPANY’S
ARTICLES OF INCORPORATION
TO EFFECT A REVERSE STOCK SPLIT
General
On
February 5, 2018
, 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
B
(the “
Reverse Split Amendment
”),
to
effect a reverse split of the
Company’s outstanding Common Stock within a range of 1-for-100 to 1-for-250, the exact ratio and timing to be determined
by the Company’s Board of Directors no later than December 31, 2018.
Reasons for the Reverse Split
Our
Board of Directors believes that the Reverse Split is in our best interests, principally because it may increase the bid
price of our Common Stock and facilitate our ability to attract investment. The closing bid price of our Common Stock on the OTCQB
was $0.001 on
February 26, 2018
. The OTCQB requires that companies maintain a stock price of
at least $0.01 to remain eligible for quotation on the OTCQB. We are currently under this threshold and if our closing bid price
does not rise above $0.01 for ten consecutive trading days prior to the end of the cure period, we will no longer be eligible
for quotation on the OTCQB. The Reverse Split will help us to maintain a bid price above $0.01 per share.
Our Board of Directors
believes that conducting the Reverse Split may increase our ability to attract investment, as our Board of Directors also believes
that we need to seek additional financing to fund our business plan and that the Reverse Split is a necessary pre-requisite to
conducting financings.
Our Board of Directors
also believes that the current price of our Common Stock impairs an efficient market in our Common Stock. This is due to several
factors that impact lower priced stocks, including (1) a reluctance among certain institutions and investors to invest in low priced
securities, (2) internal restrictions imposed by many securities firms on the solicitation of orders for low priced stocks by stockbrokers,
(3) the ineligibility of our Common Stock for margin loans due to its low share price, (4) a reluctance among analysts to write
research reports on low priced stocks due to the preceding factors, and (5) high transaction costs relative to share price due
to the prevailing rule that commissions charged on the purchase and sale of stock, as a percentage of share price, are higher on
lower priced stocks.
There can be no assurance
that if we effect the Reverse Split we will successfully complete a financing.
Our Board of Directors
believes that the Reverse Split will have the effect of increasing the market price per share of our Common Stock and, while the
Board of Directors believes that the Reverse Split will not immediately alleviate all the above factors, it does believe that such
increase may, over time, alleviate some or all of the factors noted above and lead to a more efficient market in our Common Stock.
In addition, an increase in the per share price of our Common Stock may also generate greater investor interest in
our Common Stock, thereby possibly enhancing the marketability of our Common Stock to the financial community.
The
immediate effect of the Reverse Split will be to reduce the number of issued and outstanding shares of our Common Stock from
349,324,782
to within a range of approximately 3,495,000 (based on a 1-for-100 ratio) to approximately
1,397,300 (based on a 1-for-250 ratio). The par value of our Common Stock will remain $0.001 per share and the number of shares
of Common Stock authorized to be issued will remain as set forth in the Amendment, if approved, at 4,000,000,000 shares. The Reverse
Split will not reduce or affect our authorized shares of Preferred Stock.
The following table sets
forth the effects of the Reverse Split on our outstanding and authorized capital, assuming a ratio of 1-for-100 is chosen by the
Board of Directors:
|
|
Outstanding Common Stock
|
|
Outstanding Preferred Stock
|
|
Authorized Common Stock
|
|
Authorized Preferred Stock
|
|
Authorized Capital Stock
|
|
Authorized and Unissued Common Stock
|
|
Current
|
|
|
|
349,324,782
|
|
|
|
1,333,334
|
|
|
|
1,000,000,000
|
|
|
|
75,000,000
|
|
|
|
1,075,000,000
|
|
|
|
725,675,218
|
|
|
After Split
(1)
|
|
|
|
3,495,000
(2)
|
|
|
|
1,333,334
|
|
|
|
4,000,000,000
|
|
|
|
75,000,000
|
|
|
|
4,075,000,000
|
|
|
|
3,996,505,000
|
(2)
|
|
(1)
|
After Split assumes approval of the Amendment to increase the authorized
common stock.
|
The following table sets
forth the effects of the Reverse Split on our outstanding and authorized capital, assuming a ratio of 1-for-250 is chosen by the
Board of Directors:
|
|
Outstanding Common Stock
|
|
Outstanding Preferred Stock
|
|
Authorized Common Stock
|
|
Authorized Preferred Stock
|
|
Authorized Capital Stock
|
|
Authorized and Unissued Common Stock
|
|
Current
|
|
|
|
349,324,782
|
|
|
|
1,333,334
|
|
|
|
1,000,000,000
|
|
|
|
75,000,000
|
|
|
|
1,075,000,000
|
|
|
|
725,675,218
|
|
|
After Split
(1)
|
|
|
|
1,397,300
|
(2)
|
|
|
1,333,334
|
|
|
|
4,000,000,000
|
|
|
|
75,000,000
|
|
|
|
4,075,000,000
|
|
|
|
3,998,602,700
|
(2)
|
|
(1)
|
After Split assumes approval of the Amendment to increase the authorized
common stock.
|
In addition, (i) proportionate
adjustments will be made to the per-share exercise price and the number of shares issuable upon the exercise of all outstanding
options and warrants entitling the holders to purchase shares of our Common Stock, which will result in approximately the same
aggregate price being required to be paid for such options and warrants upon exercise immediately as would have been required immediately
preceding the Reverse Split, and (ii) the number of shares that may be issued upon the exercise of conversion rights by holders
of securities convertible into our Common Stock will be reduced proportionately based on the Reverse Split ratio selected by the
Board of Directors. The holders of Preferred Stock, collectively, will maintain their ability to convert their shares of Preferred
Stock into shares of Common Stock equal to 80% of our outstanding Common Stock.
The Reverse Split will
affect all of the holders of our Common Stock uniformly and will not affect any stockholder’s percentage ownership interest
or proportionate voting power, except for insignificant changes that will result from the rounding up of fractional shares as discussed below. Our outstanding options, warrants and convertible notes contain provisions
that are intended to protect the holders against dilution of the holders’ percentage interest in the Company and that also
effect a reduction in the exercise price of the option in the event our shares are issued at less than the option exercise price.
The current number of holders
of record of our Common Stock is approximately 29. Following the Reverse Split, the number of our shareholders of record
will remain the same, as any of our shareholders with less than one share will be rounded up in the exchange to one share.
Although the Reverse Split
may increase the per share market price of our Common Stock, an increase in price can neither be assured nor calculated with certainty.
The per share market price of our Common Stock may not rise in proportion to the reduction in the number of shares outstanding
as a result of the Reverse Split and such per share market price may be less than the proportionate increase in the number of shares
outstanding as a result of the Reverse Split. There can be no assurance that the Reverse Split will lead to a sustained increase
in the per share market price of our Common Stock or that the factors discussed above that we believe impair an efficient market
in our Common Stock will be alleviated.
Shareholders should also
be aware that the Reverse Split may result in a decrease in the trading volume of the Common Stock due to the decrease in the number
of outstanding shares. The per share market price of our Common Stock may also change as a result of other unrelated factors, including
our business activities performance and other factors related to our business as well as general market conditions.
No Fractional Shares
No fractional shares will
be issued. Shareholders who would otherwise be entitled to a fractional share as a result of the Reverse Split will receive one
whole share of our Common Stock in lieu of the fractional share. No shareholders will receive cash in lieu of fractional shares.
Authorized Shares
The Reverse Split would
affect all issued and outstanding shares of our Common Stock and outstanding rights to acquire our Common Stock. Upon the
effectiveness of the Reverse Split, the number of authorized shares of our Common Stock that are not issued or outstanding would
increase due to the reduction in the number of shares of our Common Stock issued and outstanding. As of February 5, 2018, we had
1,000,000,000 shares of authorized Common Stock and 349,324,782 shares of Common Stock issued and outstanding. Once the Amendment
is filed and effective, we will have 4,000,000,000 authorized shares of Common Stock, 75,000,000 authorized shares of preferred
stock. As of February 5, 2018, we had 1,333,334 shares of Series A Convertible Preferred Stock authorized and outstanding. Authorized
but unissued shares will be available for issuance, and we may issue such shares in the future. If we issue additional shares,
the ownership interest of holders of our Common Stock will be diluted.
Procedure for Effecting the Reverse Split
We intend to file the Reverse
Split Amendment with the Secretary of State of the State of Nevada to amend our existing Certificate of Incorporation sometime
before December 31, 2018. The exact date of the Reverse Split (the “
Effective Date
”) will be determined by our
Board of Directors. However, the Effective Date will not be set for a date before (i) 20 days after the commencement of our mailing or otherwise providing
this Proxy Statement and (ii) receipt of approval of the Reverse Split from FINRA. The Effective Date will not be later than December
31, 2018. If the Board of Directors has not set the Effective Date prior to January 1, 2019, the Reverse Split will be abandoned
and will not happen.
Beginning on the Effective
Date, each certificate representing pre-Reverse Split shares will be deemed for all corporate purposes to evidence ownership of
post-Reverse Split shares. The Reverse Split Amendment has received the unanimous approval of our Board of Directors. The text
of the Reverse Split Amendment is subject to modification to include such changes as may be required by the office of the Secretary
of State of the State of Nevada and as the Board of Directors deems necessary and advisable to effect the Reverse Split.
The Reverse Split will
take place on the Effective Date without any action on the part of the holders of our Common Stock and without regard to current
certificates representing shares of our Common Stock being physically surrendered for certificates representing the number of shares
of Common Stock each stockholder is entitled to receive as a result of the Reverse Split. New certificates for shares of our Common
Stock will not be issued at this time. Shareholders who hold shares in certificated form should not do anything with their certificates
at this time.
Effect on Registered and Beneficial Shareholders
Upon a Reverse Split, we
intend to treat shareholders holding our Common Stock in “street name,” through a bank, broker or other nominee, in
the same manner as registered shareholders whose shares are registered in their names. Banks, brokers or other nominees will be
instructed to effect the Reverse Split for their beneficial holders holding our Common Stock in “street name.” However,
these banks, brokers or other nominees may have different procedures than registered shareholders for processing the Reverse Split.
If you hold your shares with a bank, broker or other nominee and if you have any questions in this regard, we encourage you to
contact your nominee.
SHAREHOLDERS SHOULD NOT DESTROY ANY STOCK
CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNLESS REQUESTED TO DO SO.
Potential Anti-Takeover Effect
The Reverse Split could
adversely affect the ability of third parties to takeover or change the control of the Company by, for example, permitting issuances
that would dilute the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating
a tender offer or other transaction for the combination of the Company with another company. Although the increased proportion
of unissued authorized shares to issued shares could, under certain circumstances, have an anti-takeover effect, the Reverse Split
is not in response to any effort of which we are aware to accumulate shares of our Common Stock or obtain control of our company,
nor is it part of a plan by management to recommend a series of similar amendments to our Board of Directors and shareholders.
No Appraisal Rights
Under Nevada law, shareholders
are not entitled to appraisal rights with respect to the Reverse Split, and we will not independently provide shareholders
with any such right.
Accounting Matters
The Reverse Split will
not affect the par value of our Common Stock. As a result, as of the effective time of the Reverse Split, the stated capital
attributable to our Common Stock on our balance sheet will be reduced proportionately based on the Reverse Split ratio selected
by the Board of Directors, and the additional paid-in capital account will be credited with the amount by which the stated capital
is reduced. The per-share net income or loss and net book value of our Common Stock will be restated because there will be fewer
shares of our Common Stock outstanding.
Federal Income Tax Consequences of the Reverse
Stock Split
The following is a summary
of certain material United States federal income tax consequences of the Reverse Split, does not purport to be a complete
discussion of all of the possible federal income tax consequences of the Reverse Split and is included for general information
only. Further, it does not address any state, local or foreign income or other tax consequences. Also, it does not address the
tax consequences to holders that are subject to special tax rules, such as banks, insurance companies, regulated investment companies,
personal holding companies, foreign entities, nonresident alien individuals, broker-dealers and tax-exempt entities. The discussion
is based on the provisions of the United States federal income tax law as of the date hereof, which is subject to change retroactively
as well as prospectively. This summary also assumes that the pre-Reverse Split shares were, and the post-Reverse Split shares will
be, held as a “capital asset,” as defined in the Internal Revenue Code of 1986, as amended (i.e., generally, property
held for investment). The tax treatment of a stockholder may vary depending upon the particular facts and circumstances of such
stockholder. Each stockholder is urged to consult with such stockholder's own tax advisor with respect to the tax consequences
of the Reverse Split. As used herein, the term United States holder means a stockholder that is, for federal income tax purposes:
a citizen or resident of the United States; a corporation or other entity taxed as a corporation created or organized in or under
the laws of the United States, any State of the United States or the District of Columbia; an estate the income of which is subject
to federal income tax regardless of its source; or a trust if a U.S. court is able to exercise primary supervision over the administration
of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust.
No gain or loss should
be recognized by a stockholder upon such stockholder’s exchange of pre-Reverse Split shares for post-Reverse Split shares
pursuant to the Reverse Split. The aggregate tax basis of the post-Reverse Split shares received in the Reverse Split will be the
same as the stockholder’s aggregate tax basis in the pre-Reverse Split shares exchanged therefor. The stockholder's holding
period for the post-Reverse Split shares will include the period during which the stockholder held the pre-Reverse Split shares
surrendered in the Reverse Split.
Our view regarding the
tax consequences of the Reverse Split is not binding on the Internal Revenue Service or the courts.
ACCORDINGLY, EACH STOCKHOLDER SHOULD CONSULT
WITH HIS OR HER OWN TAX ADVISOR WITH RESPECT TO ALL OF THE POTENTIAL TAX CONSEQUENCES TO HIM OR HER OF THE REVERSE SPLIT.
The Board of Directors recommends a
vote “FOR” Proposal Three to allow the Board of Directors to effect the Reverse Split at a ratio in the range of
1-for-100 to 1-for-250 before December 31, 2018. If you complete the enclosed proxy card, unless you direct to the contrary
on that card, the shares represented by that proxy will be voted FOR Proposal Three to allow the Board of Directors to effect
the Reverse Split as set forth herein.
[remainder of page intentionally left blank]
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS
The following table sets
forth, as of February 5, 2018, 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:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First Capital Properties
(6)
|
|
|
22,297,327
|
|
|
|
6.00
|
%
|
|
|
100,000
|
|
|
|
7.50
|
%
|
Matthew Grabau
(5)
|
|
|
61,645,550
|
|
|
|
15.00
|
%
|
|
|
250,000
|
|
|
|
18.75
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Officers and Directors:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fred Covely
(7)
|
|
|
12,898,922
|
|
|
|
3.60
|
%
|
|
|
41,403
|
|
|
|
3.11
|
%
|
William Bossung
(8)
|
|
|
41,514,726
|
|
|
|
10.94
|
%
|
|
|
168,330
|
|
|
|
12.62
|
%
|
Patrick Stiles
|
|
|
89,636,749
|
|
|
|
20.92
|
%
|
|
|
348,601
|
|
|
|
26.15
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Officers and Directors as a Group (3 Persons)
(7) (8)
|
|
|
183,195,958
|
|
|
|
34.87
|
%
|
|
|
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 349,324,782 shares of Common Stock issued and outstanding as of
February 5, 2018.
|
|
(4)
|
Based on 1,333,334 shares of Preferred Stock issued and outstanding as of February 5, 2018. 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
The Company is subject
to the informational requirements of the Securities Exchange Act of 1934 and in accordance therewith files reports, proxy statements
and other information with the U.S. Securities and Exchange Commission. Such reports, proxy statements and other information are
available on the Commission’s website at www.sec.gov.
Stockholders who have questions
in regard to any aspect of the matters discussed in this Proxy Statement should contact William Bossung, Chief Financial Officer
of the Company, at (702) 201-6450.
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
For Name Change and Increase of Authorized
Stock
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 1 is amended
and restated as follows:
“Article 1,
Name of Corporation: Greenify Group, Inc.”
Article 3 is amended
and restated as follows:
“Article 3,
Authorized Stock:
The Corporation has
the authority to issue Four Billion (4,000,000,000) 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
|
Exhibit B
Amendment to the Articles of Incorporation
For Reverse Split
CERTIFICATE OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
GREY CLOAK TECH INC.
The undersigned hereby certifies:
1. The
name of the Corporation is Greenify Group, 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 Four Billion (4,000,000,000) 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.
Effective upon the
filing of this Certificate of Amendment, the issued and outstanding shares of common stock of the Corporation shall be subject
to a 1-for-[•] reverse stock split. As a result of the reverse stock split, every [•] ([•]) shares of common stock
issued and outstanding before the effectiveness of the split shall be exchanged for one (1) share of common stock after the split.
The Corporation will not issue to any holder a fractional share of common stock on account of the reverse stock split. Rather,
any fractional share of common stock resulting from such change shall be rounded upward to the nearest whole share of common stock. Share
interests issued due to rounding are given solely to save the expense and inconvenience of issuing fractional shares of common
stock and do not represent separately bargained for consideration. Until surrendered, each certificate that immediately
prior to reverse stock split represented shares of common stock shall only represent the number of whole shares of common stock
into which the shares of common stock formerly represented by such certificates were combined into as a result of the reverse stock
split.
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 March 23, 2018 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
|
AGAINST
|
ABSTAIN
|
|
|
|
|
ITEM 1 – TO AMEND THE ARTICLES OF INCORPORATION TO
|
[ ]
|
[ ]
|
[ ]
|
CHANGE THE COMPANY’S NAME TO GREENIFY GROUP, INC.
|
|
|
|
|
|
|
|
ITEM 2 – TO AMEND THE ARTICLES OF INCORPORATION TO
|
[ ]
|
[ ]
|
[ ]
|
INCREASE THE AUTHORIZED COMMON STOCK TO
|
|
|
|
FOUR BILLION (4,000,000,000) SHARES.
|
|
|
|
|
|
|
|
ITEM 3 – TO AMEND THE ARTICLES OF INCORPORATION TO
|
[ ]
|
[ ]
|
[ ]
|
EFFECT A REVERSE STOCK SPLIT 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.
|
|
|
|
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.