Current Report Filing (8-k)
October 04 2018 - 5:24PM
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):
September 28, 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 1 – Registrant’s Business
and Operations
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Item 1.01
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Entry into a Material Definitive Agreement.
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Pitts Employment Agreement
On September 28, 2018,
we entered into an Employment Agreement with Kevin “Duke” Pitts. Pursuant to Mr. Pitts’ Employment Agreement,
we have agreed to pay Mr. Pitts an annual base salary of $60,000, and he may receive employee stock options as determined by the
Board of Directors. Mr. Pitts’ employment is “at will” and either party may terminate the agreement at any time.
If terminated without Cause
or as a result of Constructive Termination, Mr. Pitts will receive severance equal to three months’ pay at his most recent
Base Salary. If Mr. Pitts is terminated for Cause, Disability or death, or voluntarily resigns, he will not receive any severance,
only unpaid salary as of the date of termination and vested benefits. The Employment Agreement includes non-compete and non-solicitation
provisions that apply during the term of the Employment Agreement and for a period of one year after Mr. Pitts’ termination.
Capitalized terms in this section not defined herein have the meaning given to such terms in the Employment Agreement.
Mr. Pitts’ Employment
Agreement also requires that certain proprietary information of the Company be kept confidential. The Company will be the owner
of certain intellectual property conceived or made by Mr. Pitts prior to termination of the Employment Agreement. Mr. Pitts’
Employment Agreement also contains other certain terms and conditions which are common in such agreements, and reference is made
herein to the text of the Employment Agreement which will be filed in our next Quarterly Report on Form 10-Q or Annual Report on
Form 10-K.
Section 5 – Corporate Governance and Management
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Appointment of Kevin “Duke”
Pitts
On September 28, 2018,
Kevin “Duke” Pitts, age 59, was appointed to our Board of Directors and as our Chief Executive Officer and President.
Mr. Pitts is a proven leader who has 30 years of senior management experience within a technology-driven industry. Mr. Pitts has
been the President and Owner of Envision Enterprises, a consumer electronic integration business, where he has worked since 2007.
Earlier in his career,
Mr. Pitts served as the Director of Direct Marketing at Dish Network, the well-known satellite television provider. His deep experience
in senior management and marketing will be of great value to the Company.
See Item 1.01, above, for
a description of the terms of our Employment Agreement with Mr. Pitts, which description is incorporated herein by reference.
Also on September 28, 2018,
Mr. Pitts entered into a Stock Purchase Agreement with Patrick Stiles, the same day that Mr. Stiles resigned from his positions
as our President and as a member of our Board of Directors. Pursuant to the Stock Purchase Agreement, Mr. Pitts purchased all of
Mr. Stiles’ ownership interest in the Company, which consisted of 348,604 shares of our Series A Convertible Preferred Stock
for $10,000.
Resignation of Patrick Stiles
On September 28, 2018,
Patrick Stiles resigned as one of the members of our Board of Directors, and as our Chief Executive Officer and President. Mr.
Stiles’ resignation did not involve any disagreement with the Company or other management relating to the Company’s operations, policies, practices or otherwise.
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:
October 4, 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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