Current Report Filing (8-k)
August 27 2019 - 10:34AM
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):
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July 31, 2019
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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))
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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Convertible Notes
On July 31, 2019, we received
the last of four (4) signed convertible notes issued to various related parties with an effective date of April 19, 2019. The table
below shows the effective date of each note, the amount of the note, the interest rate, the maturity date and the purchaser of
the note:
Date
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Amount
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Interest Rate
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Maturity Date
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Purchaser
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4/19/2019
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$150,000
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8%
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4/19/2020
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Jay W. Decker
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4/19/2019
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$15,000
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8%
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4/19/2020
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First Capital Properties LLC
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4/19/2019
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$7,500
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8%
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4/19/2020
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Logan Bryce Decker
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4/19/2019
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$7,500
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8%
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4/19/2020
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Shelton Sterling Decker
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Total
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$180,000
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Each note bears interest at the rate indicated
and is due on the maturity date given above. The notes are convertible into shares of our common stock from the date which is 12
months after the date of the note through the later of (i) the maturity date and (ii) the date of payment of the default amount
due upon certain change of control transactions or a default of the note. Conversion of the notes is not allowed to the extent
the conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of our outstanding shares
of common stock. The conversion price of the notes is $0.03 per share.
Section 3 – Securities and Trading
Markets
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Item 3.02
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Unregistered Sale of Equity Securities.
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The disclosure in Item
1.01 above is incorporated herein by reference.
The convertible notes were
offered and sold in reliance on an exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended,
and Rule 506 of Regulation D. The investors have represented that each is an accredited investor, as defined in Regulation D, and
has acquired the convertible notes for investment purposes only and not with a view to or for sale in connection with any distribution
thereof. The convertible notes were not issued through any general solicitation or advertisement.
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: August 27, 2019
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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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