As filed with the Securities and Exchange Commission on October 1,
2020
Registration No. 333-_____________
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
____________________
Grey Cloak Tech Inc.
(Exact Name of Registrant as Specified in Its Charter)
Nevada
(State or Other Jurisdiction of
Incorporation or Organization)
27-0777112
(I.R.S. Employer
Identification No.)
10300 W. Charleston
Las Vegas, NV 89135
(Address of Principal Executive Offices, Including Zip Code)
____________________
2020 Omnibus Stock Grant and Option Plan
(Full Title of the Plan)
____________________
Kevin “Duke” Pitts
Grey Cloak Tech Inc.
10300 W. Charleston
Las Vegas, NV 89135
(702) 201-6450
(Name, Address, and Telephone Number of Agent for Service)
COPIES TO:
Brian A. Lebrecht, Esq.
Clyde Snow & Sessions, PC
201 S. Main Street, Suite 1300
Salt Lake City, UT 84111
(801) 433-2453
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, a
smaller reporting company, or an emerging growth company. See
definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule
12b-2 of the Exchange Act. (Check one):
|
Large accelerated filer |
☐ |
Accelerated filer |
☐ |
|
Non-accelerated filer |
☐ |
Smaller reporting company
Emerging growth company
|
☒
☒
|
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.
☐
CALCULATION OF REGISTRATION FEE
|
Title of Securities
to be Registered
|
Amount to be
Registered
|
Proposed Maximum
Offering Price per Share(1)
|
Proposed Maximum
Aggregate Offering Price
|
Amount of
Registration Fee
|
|
Common Stock,
par value $0.001
|
25,000,000 (2) |
$0.06 |
$1,500,000 |
$194.70 |
|
Total Registration Fee
|
25,000,000
|
$0.06
|
$1,500,000
|
$194.70
|
|
(1) |
Estimated solely for the purpose of
computing the amount of the registration fee pursuant to Rule
457(c) based on the average of the high and low transaction prices
as reported by the marketplace maintained by OTC Markets, Inc. on
September 30, 2020. |
|
(2) |
These securities to be registered
represent shares of Common Stock reserved for issuance under the
Grey Cloak Tech Inc. 2020 Omnibus Stock Grant and Option Plan (the
“Plan”). Pursuant to Rule 416, shares of Common Stock of the
Company issuable pursuant to the exercise of awards granted or to
be granted under the Plan in order to prevent dilution resulting
from any future stock split, stock dividend, or similar
transaction, are also being registered hereunder. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
|
Item 1. |
Plan Information.* |
|
Item 2. |
Registrant Information and
Employee Plan Annual Information.* |
|
* |
Information required by Part I to
be contained in the Section 10(a) Prospectus is omitted from the
Registration Statement in accordance with Rule 428 under the
Securities Act of 1933, as amended (the “Securities Act”), and the
Note to Part I of Form S-8. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
|
Item 3. |
Incorporation of Documents by
Reference. |
The following documents are hereby incorporated by reference in
this Registration Statement:
|
(i) |
The
Registrant’s Annual Report dated August 10, 2020 on Form 10-K for
the year ended December 31, 2019, filed with the Commission on
August 10, 2020. |
|
(ii) |
The
Registrant’s Quarterly Report dated August 14, 2020 on Form 10-Q
for the quarter ended March 31, 2020, filed with the Commission on
August 14, 2020. |
|
(iii) |
The
Registrant’s Quarterly Report dated September 15, 2020 on Form 10-Q
for the quarter ended June 30, 2020, filed with the Commission on
September 15, 2020. |
|
(ii) |
All other reports and documents
previously and subsequently filed by the Registrant before and
after the date of this Registration Statement pursuant to Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934
and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference and to be a part hereof from
the date of the filing of such documents. |
|
Item 4. |
Description of
Securities. |
The Company’s authorized capital stock consists of 2,500,000,000
Shares of Common Stock, $0.001 par value per Share. There are no
provisions in the Company’s charter or by-laws that would delay,
defer or prevent a change in control. However, there exists such
provisions in the Company’s charter that may make a change of
control more difficult.
The holders of the Company’s Common Stock have equal ratable rights
to dividends from funds legally available if and when declared by
the Company’s board of directors and are entitled to share ratably
in all of the Company’s assets available for distribution to
holders of Common Stock upon liquidation, dissolution or winding up
of the Company’s affairs. The Company’s Common Stock does not
provide the right to preemptive, subscription or conversion rights
and there are no redemption or sinking fund provisions or rights.
The Company’s Common Stock holders are entitled to one
non-cumulative vote per share on all matters on which shareholders
may vote. Holders of shares of the Company’s Common Stock do not
have cumulative voting rights, which means that the holders of more
than 50% of the outstanding shares, voting for the election of
directors, can elect all of the directors to be elected, if they so
choose, and, in that event, the holders of the remaining shares
will not be able to elect any of the Company’s directors.
The Company refers you to the Company’s Articles of Incorporation,
Bylaws and the applicable statutes of the state of Nevada for a
more complete description of the rights and liabilities of holders
of the Company’s securities.
|
Item 5. |
Interests of Named Experts and
Counsel. |
Certain legal matters with respect to the Common Stock offered
hereby will be passed upon for the Company by Clyde Snow &
Sessions, PC, counsel to the Company.
|
Item 6. |
Indemnification of Directors and
Officers. |
Section 78.7502 of the Nevada Revised Statutes provides, in part,
that a corporation shall have the power to indemnify any person who
was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding (other
than an action by or in the right of the corporation) by reason of
the fact that such person is or was a director, officer, employee
or agent of another corporation or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and amounts
paid in settlement actually and reasonably incurred by him or her
in connection with such action, suit or proceeding if he or she
acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation,
and with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful.
Similar indemnity is authorized for such persons against expenses
(including attorneys’ fees) actually and reasonably incurred in
defense or settlement of any threatened, pending or completed
action or suit by or in the right of the corporation, if such
person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the
corporation, and provided further that (unless a court of competent
jurisdiction otherwise provides) such person shall not have been
adjudged liable to the corporation. Any such indemnification may be
made only as authorized in each specific case upon a determination
by the stockholders or disinterested directors that indemnification
is proper because the indemnitee has met the applicable standard of
conduct. Where an officer or a director is successful on the merits
or otherwise in the defense of any action referred to above, we
must indemnify him or her against the expenses which such offer or
director actually or reasonably incurred.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or
controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Act and will be governed by the final adjudication of such
issue.
Directors’ and Officers’ Liability Insurance
We currently do not have directors’ and officers’ liability
insurance insuring our directors and officers against liability for
acts or omissions in their capacities as directors or officers,
subject to certain exclusions.
|
Item 7. |
Exemption from Registration
Claimed. |
Not applicable.
(a) The undersigned
Registrant hereby undertakes:
|
(1) |
To file, during any period in which
offers or sales are being made, a post-effective amendment to this
Registration Statement: |
|
(i) |
To include any prospectus required
by section 10(a) (3) of the Securities Act of 1933; |
|
(ii) |
To reflect in the prospectus any
facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment
thereof) which, individually or in the aggregate,represent a
fundamental change in the information set forth in the registration
statement; and |
|
(iii) |
To include any material information
with respect to the plan of distribution not previously disclosed
in the registration statement or any material change to such
information in the registration statement; provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the
information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement. |
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(2) |
That, for the purpose of
determining any liability under the Securities Act of 1933, each
such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof. |
|
(3) |
To remove from registration by
means of a post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering. |
|
(b) |
The undersigned Registrant hereby
undertakes that, for purposes of determining any liability under
the Securities Act of 1933, each filing of the Registrant’s Annual
Report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan’s annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by
reference in the Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial BONA FIDE offering thereof. |
|
(c) |
Insofar as indemnification for liabilities
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by
a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in Las Vegas,
NV.
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Grey
Cloak Tech Inc. |
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| Dated: October 1,
2020 |
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/s/ Kevin Pitts |
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By: |
Kevin “Duke” Pitts |
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President |
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In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in
the capacities and on the dates indicated.
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Dated: October 1, 2020 |
/s/ Kevin Pitts |
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By: Kevin “Duke” Pitts, Director |
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| Dated: October 1, 2020 |
/s/ William Bossung |
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By: William Bossung, Director |
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| Dated: October 1, 2020 |
/s/ William Croyle |
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By: William Croyle, Director |
