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):   July 31, 2019

 

 

GREY CLOAK TECH INC.

(Exact name of registrant as specified in its charter)

 

 

Nevada

(State or other

jurisdiction of incorporation)

 

333-202542

(Commission

File Number)

 

47-2594704

(I.R.S. Employer

Identification No.)

         
         

10300 W. Charleston

Las Vegas, NV 89135

(Address of principal executive offices) (zip code)

         
         

(702) 201-6450

(Registrant’s telephone number, including area code)

         
         
 (Former name or former address, if changed since last report.)

 

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

 

Item 1.01 Entry into a Material Definitive Agreement.

 

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 Amount Interest Rate Maturity Date Purchaser
4/19/2019 $150,000 8% 4/19/2020 Jay W. Decker
4/19/2019 $15,000 8% 4/19/2020 First Capital Properties LLC
4/19/2019 $7,500 8% 4/19/2020 Logan Bryce Decker
4/19/2019 $7,500 8% 4/19/2020 Shelton Sterling Decker
         
Total $180,000      

 

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

 

Item 3.02 Unregistered Sale of Equity Securities.

 

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.

 

 -1-

 

 

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.

 

 

  Grey Cloak Tech Inc.
   
   
Dated: August 27, 2019  /s/ William Bossung
  By: William Bossung
  Its: Chief Financial Officer and Secretary

 

 

 -2-