AND EXCHANGE COMMISSION
to Section 13 or 15(d) of the Securities Exchange Act of 1934
of report (date of earliest event reported): May 24, 2019
name of registrant as specified in its charter)
or Other Jurisdiction
Sandhill Avenue, Carson, California 90746
of principal executive offices) (Zip Code)
telephone number, including area code:
of correspondence to:
J. Ross, Esq.
M. Turner, Esq.
Ross Ference LLP
Avenue of the Americas, 37
York, New York 10036
(212) 930-9700 Fax: (212) 930-9725
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 (see General Instruction A.2. below):
[ ] 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))
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).
growth company [ ]
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. [ ]
registered pursuant to Section 12(b) of the Act: None
1.01 Entry into a Material Definitive Agreement.
1.02 Termination of a Material Definitive Agreement.
2.01 Completion of Acquisition or Disposition of Assets
2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
May 24, 2019, Generation Alpha, Inc. (the “
”) and Extracting Point, LLC, a wholly-owned subsidiary of
the Company (“
”) entered into a Deed in Lieu of Foreclosure Release and Settlement Agreement
”) with Michael Cannon and Jennifer Cannon, Trustees of the Core 4 Trust dated February
29, 2016 (the “
”). Pursuant to the Settlement Agreement, Extracting Point executed a Deed in Lieu of Foreclosure
”), conveying the real property located at 2601 West Holly Street in Phoenix, Arizona to the Trust.
exchange, the Trust agreed to release the Company and Extracting Point from all their obligations under the loan agreement, dated
April 2, 2019 by and between Extracting Point and the Trust (the “
”), the installment note –
interest included, dated April 2, 2019 in the original principal amount of $3,500,000 issued by Extracting Point in favor of the
Trust (the “
”), the deed of trust and assignment of rents, dated April 2, 2019 between Extracting Point
and Thomas Title & Escrow, for the benefit of the Trust (the “
Deed of Trust
”) and the corporate guaranty
by the Company, dated April 2, 2019 (the “
”). Pursuant to the Settlement Agreement, the Loan Agreement,
the Note, the Deed of Trust and the Guaranty were terminated. In addition, the warrant issued by the Company on April 2, 2019
to the Trust to purchase 1,000,000 shares of the Company’s common stock was returned to the Company and canceled.
Point was delinquent in payment under the Note, and the Trust informed Extracting Point and the Company that unless payment was
made current or an agreement reached between the parties, the Trust would declare Extracting Point in default, call the entire
Note due and payable, record a notice of default of the Deed of Trust, and take any other actions it deemed necessary or appropriate
against the Company and Extracting Point.
foregoing descriptions of the Settlement Agreement and Deed are qualified in their entirety by reference to the full text of the
Settlement Agreement and Deed, which are incorporated by reference as exhibits 10.01 and 10.02, respectively, hereto.
9.01 Financial Statements and Exhibits.
Form of Deed in Lieu of Foreclosure Release and Settlement Agreement, dated May 24, 2019, by and among Extracting Point, LLC, Generation Alpha, Inc. and Michael Cannon and Jennifer Cannon, Trustees of the Core 4 Trust Dated February 29, 2016.
Form of Deed in Lieu of Foreclosure, dated May 24, 2019, issued by Extracting Point, LLC in favor of Michael Cannon and Jennifer Cannon, Trustees of the Core 4 Trust Dated February 29, 2016.
to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
June 4, 2019