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Item 1.01
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Entry into a Material Definitive Agreement.
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Acquisition of BergaMet and the Share Exchange
Agreement
On February 4, 2019, Grey
Cloak Tech Inc. (the “
Company
” also referred to herein as “
us
,” “
we
” and
“
our
”), entered into a Share Exchange Agreement by and among the Company, BergaMet NA, LLC, a Delaware limited
liability company (“
BergaMet
”), and the members of BergaMet, whereby we issued and exchanged 97,409,678 shares
of our common stock for all of the outstanding equity securities of BergaMet. Through this exchange of securities pursuant to the
Share Exchange Agreement (the “
Exchange
”), BergaMet is now our wholly-owned subsidiary. The shares of common
stock issued in the Exchange are equal to 80.1% of our outstanding common stock immediately following the Exchange.
The Share Exchange Agreement
contains customary representations and warranties made by the Company and by BergaMet. The Exchange was conditioned upon the execution
and performance of the Note Satisfaction Agreements and Share Conversion Agreements discussed below. The Share Exchange Agreement
also contains other certain terms and conditions which are common in such agreements, and reference is made herein to the text
of those agreements which will be filed in our next Quarterly Report on Form 10-Q for the current quarterly period.
As part of the Exchange,
we appointed Sanjeev Javia to serve as our President and Chief Executive Officer and as a Director on our Board of Directors. See
Item 5.02 below.
A press release issued
on February 7, 2019 announcing the Exchange and acquisition of BergaMet is attached hereto as Exhibit 99.1 and is incorporated
herein by this reference.
Note Satisfaction Agreements
Prior to the Exchange,
we entered into a Note Satisfaction Agreement with each of Auctus Fund, Crown Bridge Partners, LLC, Power Up Lending Group Ltd.,
GS Capital Partners LLC, Oakmore Opportunity Fund I LP, and Adar Bays, LLC. All of these entities were holders of our convertible
debt, and these Note Satisfaction Agreements terminate their convertible notes unless we fail to perform our payment obligations.
We have agreed to pay these note holders an aggregate of $518,485.97, plus interest. We will pay an aggregate of $353,907.97 on
or before February 15, 2019 and another $164,578 plus interest in approximately one (1) year.
Various other holders of
Convertible Promissory Notes agreed to convert their notes for an aggregate of 806,015 shares of common stock prior to the Exchange.
As a result, no convertible promissory notes are currently outstanding, except for convertible notes subject to revival if we fail
to make payments pursuant to the Note Satisfaction Agreements.
Share Conversion Agreements
All of the holders of our
Series A Convertible Preferred Stock (the “
Preferred Holders
”) entered into a Preferred Stock Conversion Agreement.
Pursuant to the Conversion Agreements, the Preferred Holders converted their shares of preferred stock into common stock, effective
as of the Exchange. As a result, no shares of our Series A Convertible Preferred Stock are outstanding. An aggregate of 10,860,012
shares were issued to the Preferred Holders. The Preferred Holders agreed to convert each share of Series A Convertible Preferred
Stock into eighteen (18) shares of our common stock.