GreenBox POS (Form: 8-K, Received: 03/09/2020 06:03:45)

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): February 24, 2020

GREENBOX POS

(Exact name of registrant as specified in its charter)

Nevada

001-34294

22-3962936

(State or other

jurisdiction of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

8880 Rio San Diego Dr, Suite 102

San Diego, CA 92108

(Address of principal executive offices) (zip code)

(619)-631-8261

(Registrant’s telephone number, including area code)

N/A

(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 (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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

Indicate 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).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On February 24, 2020, GreenBox POS (the “Company”) entered into a settlement agreement and mutual release (the “RB Settlement Agreement”) with RB Capital, Inc., (“RB Capital”), pursuant to which the Company and RB Capital agreed to settle and release all claims against each other related to a dispute concerning an investment and loans made to the Company by RB Capital (the “RB Dispute”). The dispute resulted in RB Capital initiating litigation against the Company on April 24, 2019 (subsequently amended on October 1, 2019) and the Company responding with counterclaims against RB Capital filed on October 31, 2019. The RB Settlement Agreement provides that both parties will release all claims against each other without any admissions of fault. The Company will pay RB Capital a cash sum of $250,000 paid simultaneously with the execution of the RB Settlement Agreement. The Company also agreed to issue 6,000,000 shares of the Company’s common stock to RB Capital, which shall be anti-dilutive for a period of three years from the date of the RB Settlement Agreement and shall represent no less than 3.4% of the Company’s issued and outstanding shares during that period.

The Company paid the $250,000 to RB Capital on February14, 2020 and issued the 6,000,000 shares to RB Capital on January 30, 2020.

Pursuant to the RB Settlement Agreement, RB Capital agreed to relinquish any and all claims to benefits provided by a January 2018 share purchase agreement with the Company. The RB Settlement Agreement also provides that both the Company and RB Capital agreed that a November 2018 promissory note and a March 2018 promissory note issued to RB Capital are to be considered fully repaid and/or forgiven, with no obligation owed by the Company to RB Capital with respect to these notes.

The foregoing descriptions of the RB Settlement Agreement is qualified in its entirety by reference to the RB Settlement Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01 Other Events.

Former Vendor Settlement Agreement

On February 24, 2020, in connection with the RB Dispute, the Company entered into a settlement agreement and mutual release with a former vendor (the “Settlement Agreement”). In filing its counterclaims against RB Capital on October 31, 2019, the Company included a cross-complaint against the former vendor related to the RB Dispute and the Company’s issuance of 500,000 shares of its common stock to the former vendor. Pursuant to the Settlement Agreement, the Company and the former vendor agreed to release all claims against each other, with no admissions of fault or wrongdoing by either party, and provided that the former vendor would return to the Company 441,000 of the previously issued shares and the former vendor would retain 59,000 of the previously issued shares in satisfaction of a $25,000 debt owed by the Company to the former vendor. The Settlement Agreement also provides that the former vendor will retain a $25,000 cash payment previously made to the former vendor on or around January 16, 2018. The Company issued a stock certificate representing 59,000 shares of the Company’s common stock to the former vendor on February 13, 2020 in satisfaction of its obligations under the Settlement Agreement.

Press Release

On March 9, 2020, the Company issued a press release that announced the RB Settlement Agreement and the Former Vendor Settlement Agreement.

A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Settlement Agreement and Mutual Release by and between the Company and RB Capital*
99.1		Press Release, dated March 9, 2020*

* Filed herewith

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.

	GREENBOX POS

Date: March 9, 2020	By:	/s/ Ben Errez
		Ben Errez
		Executive Vice President and Chairman

Exhibit 10.1

SETTLEMENT AGREEMENT AND MUTUAL RELEASE

This Confidential Settlement Agreement and Mutual Release (the "Agreement") is entered into by and between RB Capital, Inc. ("RB Capital") and its principals Brett Rosen and Deborah Braun (collectively, the "RB Capital Parties") and Judith Braun (who is executing this agreement with respect to sections 4 and 5 only); on the one hand; and GreenBox POS; GreenBox POS, LLC; and Ben Errez and Fredi Nisan (collectively, the "GreenBox Parties"), on the other. The RB Capital Parties and the GreenBox Parties are collectively referred to herein as simply the "Parties," and each is sometimes individually referred to herein as a "Party."

RECITALS

WHEREAS, a dispute has arisen between the Parties arising out of an investment and loans RB Capital made with and to some of the GreenBox Parties; and

WHEREAS, in connection with the dispute between the Parties, on 24 April 2019, RB Capital filed a complaint against the GreenBox Parties, and each of them, in the Superior Court for the State of California, County of San Diego, Case No. 37-2019-21137 (the "Action"); and on 1 October 2019, RB Capital filed a First Amended Complaint in that Action against the GreenBox Parties, and each of them, alleging claims of fraud, breach of fiduciary duty, breach of contract, and other related claims; and

WHEREAS, on 31 October 2019, the GreenBox Parties filed in the Action a Cross- Complaint against the RB Capital Parties, alleging claims of fraud, breach of contract, tortious interference, insider trading, and other related claims; and

WHEREAS, the Parties desire to settle their differences with respect to all of the matters referenced above without further litigation and without any admission of fault or wrongdoing by any Party;

NOW, THEREFORE, in consideration of the covenants, representations, and warranties contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

AGREEMENT AND RELEASES

The recitals above are hereby incorporated herein by reference and made a part of this Agreement.

Payments and Deliveries. On the execution of this Agreement by all Parties hereto, GreenBox POS (the Nevada public company, also known as "GRBX") hereby agrees to pay and deliver to RB Capital the following:

(a) $250,000 by attorney's trust account check, subject to clearance and collection, which check will be drawn on a bank having a branch within the State of California, County of San Diego, under the following conditions:

(i)

$200,000 will be applied to any and all outstanding principal balance of the $200,000 Convertible Promissory Note between RB Capital and GreenBox POS, dated November 26, 2018;

(ii)

$50,000 will be applied to any and all outstanding principal balance of the $300,000 Convertible Promissory Note between RB Capital and GreenBox POS, LLC; dated March 15, 2018.

(b) 6 million shares of GreenBox POS stock (GRBX), issued by GRBX under the following conditions:

(i)

The 6 million shares shall be issued pursuant to and as provided by the conversion rights in the $300,000 Convertible Promissory Note between RB Capital and GreenBox POS, LLC; dated March 15, 2018.

(ii)

The 6 million shares shall be fully paid and non-assessable; will be represented by new stock certificates issued directly by GRBX to and in the name of RB Capital by book entry with VStock Transfer, GRBX's transfer agent; will not be certificates that have been assigned to RB Capital by any transferor; will be issued pursuant to and shall be subject to and in full compliance with rule 144, regardless whether GRBX is current in its SEC and other required filings. This transfer will be initiated and completed as soon as possible and no later than 72 hours after the execution of this Agreement; and documentation reasonably acceptable to RB Capital's counsel shall be delivered to RB's counsel within that time period, evidencing 6 million shares of GRBX newly issued shares, reflected on the books and records of GRBX's transfer agent as being direct-issue shares in the name of RB Capital.

(iii)

GreenBox POS represents that it does not intend any dilution of its stock until GreenBox POS is ready for a major capital raise. GreenBox POS cannot warrant or guarantee that no dilution event will occur in the future as a result of capital raise or other transactions.

(iv)

Nonetheless, all the 6 million shares issued to RB Capital under this Agreement and remaining with VStock (or any successor to VStock as the public company may appoint) at the time of issuance will be anti- dilutive for three years from the date of the full execution of the Settlement Agreement. This means that the 6 million shares to be delivered under this Settlement Agreement (and excluding any other shares that RB Capital already owns or in the future acquires from other sources) shall continue to comprise no less than 3.4% of the issued and outstanding stock of GreenBox. The calculation to determine the percentage is as follows: 6 million shares divided by (6M shares + the 170,643,055 shares currently issued and outstanding) = 3.4%.

(v)

RB's sale of GreenBox POS shares in any one quarter may not exceed 5% of the total number of GRBX shares outstanding as of the end of the prior quarter.

(vi)

RB Capital will not short GreenBox POS stock.

(vii)

GreenBox POS will use best efforts to bring GRBX stock into compliance as soon as possible, including completion of the pending audit.

(viii)

GreenBox POS will use best efforts to achieve removal of the stop sign from the stock as soon as possible.

(ix)

GreenBox POS will use best efforts to get GRBX stock re-listed on the OTCQB as soon as possible.

(x)

RB irrevocably grants to GreenBox POS the exclusive right, privilege, and option (but not an obligation) to repurchase any of the remaining 6 million shares not previously sold by RB, held in book entry, in whole or in part. The price to be paid by GreenBox POS for any or all of those shares that it elects to purchase, shall be at the higher of: (i) then-current market value; or (ii) ten cents ($.10) per share).

(xi)

RB Capital will retain all earnings and proceeds it received from any previous sales of GreenBox POS stock.

(xii)

RB Capital will retain and, subject to the terms of this Settlement Agreement, it may dispose of the approximately 2.5 million shares of GRBX it currently owns.

(c)

RB Capital agrees that it will:

(i)

Waive any and all interest for the $200,000 Convertible Promissory Note between RB Capital and GreenBox POS, dated November 26, 2018.

(ii)

Waive any and all interest, and any claimed principal balance, for the

$300,000 Convertible Promissory Note between RB Capital and GreenBox POS, LLC; dated March 15, 2018.

(iii)

Relinquish any and all claim to any benefit described in the Share Purchase Agreement between RB Capital and GreenBox POS, LLC (dated January 10, 2018), including, but not limited to, any equity ownership stake in GreenBox POS, LLC.

(iv)

Cooperate with GreenBox POS and its auditors to provide any and all other necessary accounting documents, as may be requested, to facilitate the settlement and related transactions.

(d) As a result of this settlement between the parties, both the $200,000 Convertible Promissory Note and the $300,000 Convertible Promissory Note will be considered fully repaid and/or forgiven, with no obligation of any kind owed by the GreenBox Parties to RB with respect to these notes.

Deadline for Payment and Deliveries. Counsel for the GreenBox Parties shall confirm via email to RB Capital's counsel that GreenBox POS has deposited $250,000 in escrow with its counsel and that counsel is holding those funds in its attorney's trust account and, to the best of counsel's knowledge, those funds are good funds, before the RB Capital Parties will execute this Agreement. The $250,000 shall be paid, and the transfer of 6 million shares shall be initiated to RB Capital simultaneously with the execution of this Agreement by all parties.

(a) The $250,000 shall be paid by attorney trust account check, payable to Shustak Reynolds & Partners, P.C. The Shustak firm will ask its bank to advise it when the funds have cleared and may be drawn against and will promptly notify GreenBox's counsel if and when those funds have cleared its bank. The GreenBox Parties will issue a Form 1099 to Shustak Reynolds & Partners, P.C. for the full $250,000. RB Capital will be solely responsible for paying any and all income taxes and penalties arising from this payment, if any.

(b) The 6 million shares shall be transferred from GreenBox POS to RB Capital by book entry with VStock Transfer, with the transfer being initiated and instructions submitted to the transfer agent, and the transfer being completed with documentation reasonably acceptable to RB Capital's counsel evidencing the transfer and the shares being in the name of RB Capital, such transfer being completed and documentation being provided to RB Capital's counsel within seventy two (72) hours after execution of this Agreement by all parties. If GreenBox delivers the $250,000.00 but fails to promptly deliver the 6 million shares then, in that event, RB Capital will promptly return the

$250,000.00; neither party nor their counsel may release, from escrow, the Request for Dismissals with prejudice they are holding in escrow; and this litigation will continue.

If counsel for the GreenBox Parties has not confirmed by January 31, 2020, that counsel

(i) is holding in escrow the $250,000 payment or is in possession of the certified check for that amount; (ii) the 6 million shares are ready to be registered in RB Capital's name; and

(iii) all GreenBox Defendants have executed this Agreement, this Agreement and RB Capital's willingness to enter into this Agreement shall expire and be of no further force or effect. Likewise, if RB Capital Parties fail to execute this Agreement in full by January 31, 2020, then the GreenBox Parties' willingness to enter into this Agreement shall expire and be of no further force or effect.

Dismissal of Claims. Upon execution of this Agreement, RB Capital will provide counsel for the GreenBox Parties a fully executed Request for Dismissal with prejudice of all claims asserted in the First Amended Complaint; and the GreenBox Parties will provide counsel for the RB Capital Parties a fully executed Request for Dismissal with prejudice of all claims asserted against the RB Capital Parties, including Judith Braun, in the Cross- Complaint. The GreenBox Parties agree that they will hold and not file the RB Capital

Parties' Request for Dismissal until receiving written, email confirmation from RB Capital's attorneys that (i) the payment has cleared its bank and constitutes good funds; and (ii) the shares discussed above have been transferred into RB Capital's name and the documentation provided to RB Capital's counsel is reasonably acceptable to them to evidence that GRBX has issued shares directly to, and in the name of RB Capital. Likewise, RB Capital Parties agree that they will hold and not file the GreenBox Parties' Request for Dismissal until a full and final execution of this Agreement by all Parties and counsel and until the payment has cleared its counsel's bank account and shares discussed above are timely delivered, as specified above. Upon delivery of said money; timely delivery of the shares; and upon receiving written, email confirmation from RB Capital's counsel that the $250,000.00 payment has cleared its bank account and reasonably acceptable documentation has been provided confirming the issuance of the GRBX shares directly in RB Capital's name, the RB Capital Parties will immediately file said Requests for Dismissal on behalf of both sides.

Mutual Releases. Upon payment of the monetary consideration set forth above; the full execution of this Agreement; written notification that the funds have cleared RB Capital's attorney's account; and timely delivery of the 6 million shares as specified above, all to have taken place no later than seventy two hours after January 31, 2020, each of the Parties does hereby fully release every other one of the Parties, including but not limited to Judith Braun, and their agents, officers, directors, employees, partners, attorneys, insurance companies, insurers, subsidiaries, related entities, representatives, predecessors, successors, and assigns, from any and all claims, whether past, present, or future, and from all liability and from any form or amount of damages directly or indirectly arising from, related to, sustained in connection with this dispute or this lawsuit. Nothing stated herein shall constitute a release of the GreenBox Parties' claims against anyone other than the RB Capital Parties and Judith Braun. By signing this Agreement, the GreenBox Parties are not hereby releasing and are, in fact, fully preserving any and all claims they have, without limitation, against Yoram Dahan, Melissa Dahan, Forty8 Ltd., and Trustees of the Melissa H. Dahan Living Trust (collectively, "the Dahan Parties").

Waiver of Civil Code Section 1542. This Agreement is intended as a full and complete release and discharge of the claims the Parties have and/or may have against each other based on any and all acts, conduct, or omissions occurring on or before the Effective Date of this Agreement (as defined in Paragraph 22 below), and any and all damages arising from, related to, or sustained by reason of those claims, whether the claims and the damages are now known or unknown, expected or unexpected, or have already developed or appeared or may now be unknown but in the future may appear, develop, or become known. Accordingly, the Parties each expressly waive all rights under section 1542 of the Civil Code of the State of California. The Parties understand that section 1542 of the Civil Code provides as follows:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

The Parties hereby represent they have read and had an opportunity to consult with counsel regarding the meaning and implications of California Civil Code section 1542, and each Party does hereby waive any rights under this provision. The Parties acknowledge that the foregoing waiver of section 1542 of the California Civil Code was separately bargained for. It is the Parties' intent that the full release provided for in this Agreement be construed as broadly as possible to include any claims arising in any way connected to the Parties' dispute and the Action.

Attorneys' Fees and Costs for Underlying Dispute/Action. Each Party to this Agreement agrees to bear its/his/her own attorneys' fees and costs relating to the claims released in this Agreement, including any fees or costs incurred in connection with the Parties' dispute and the Action, and further agrees that the Party will not pursue recovery of any costs or attorneys' fees.

Notice. Notice and service under this Agreement shall be by U.S. Mail and e-mail and shall be considered received the next business day after it is sent. Notice and service shall be addressed as follows, unless a Party notifies any other in writing of a different address:

	To RB Capital Parties:		To GreenBox Parties:

	Shustak Reynolds & Partners, P.C.		Mintz Levin
	Attn: Erwin J. Shustak, Esq.		Attn: Natalie Prescott, Esq.
	Kara Siegel, Esq.		Evan Nadel, Esq.
	401 West A Street, Suite 2200		3580 Carmel Mountain Road, Suite 300
	San Diego, CA 92101		San Diego, CA 92130

No Admission. It is understood and agreed by the Parties that this Agreement is in compromise of certain disputed claims and is not an admission of any fact or liability for all or any part of any such claims, and that the consideration referenced herein is being made to bring this dispute and the issues raised in the Action to a conclusion without additional legal fees or costs being incurred.

10.

Binding Effect; Applicable Law; Etc. As provided by Evidence Code 1123(b), this Agreement is enforceable, binding, and admissible in a court of law. This Agreement shall be governed by and construed, interpreted, and enforced in accordance with the laws of the State of California. Exclusive jurisdiction to resolve any dispute between the Parties regarding this Agreement lies and shall remain with the San Diego Superior Court, which shall retain jurisdiction until all the terms of the Agreement have been carried out.

11.

Interpretation of Ambiguities. The Parties acknowledge that: (1) this Agreement and its reduction to final form are a result of good-faith negotiations among the Parties and/or their counsel; (2) counsel or the Parties have carefully reviewed and examined the Agreement for execution by the Parties; and (3) any statute or rule of construction under which ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement.

12.

Enforceable Provisions Survive. If any provision of this Agreement shall be adjudged by a court to be void and/or unenforceable, this shall in no way affect any other provision of this Agreement, nor the validity or enforceability of the Agreement as a whole.

13.

Persons Bound. This Agreement is binding upon and inures to the benefit of each Party and each of the Parties' respective agents, owners, associates, employees, representatives, directors, officers, members, managers, partners, attorneys, predecessors, successors, assigns, and all other persons or entities acting by, through, under, or in concert with each Party.

14.

Warranty of Capacity to Execute Agreement. Notwithstanding the GreenBox Parties' pending cross-claims against the Dahan Parties, each Party represents and warrants that no other person or entity has or had any interest in the claims, demands, obligations, or causes of action referred to in this Agreement; that the Party has the sole right and exclusive authority to execute this Agreement and receive the consideration specified in it; and that the Party has not sold, assigned, transferred, conveyed or otherwise disposed of any of the claims, demands, obligations, or causes of action referred to in this Agreement.

15.

Execution of Agreement. This Agreement may be executed by separately signed signature pages, and when so executed shall have the full force and effect as if all Parties had signed a single original Agreement. Facsimile and/or PDF signatures may be used by the Parties as if they were originals and shall have full force and effect.

16.

Integration. This Agreement is a fully integrated contract and constitutes the entire agreement between the Parties with respect to the settlement of the claims and all other related matters referenced within this Agreement.

17.

Agreement Understood. The Parties each certify they have read all of this Agreement and fully understand the same, and that they have consulted with and received full legal advice regarding this Agreement. The parties acknowledge that there have been no representations or warranties made regarding the tax consequences of the settlement and each party agrees to be responsible for what tax consequences may arise to it, him, or her from this settlement and to consult with qualified tax professionals, if necessary.

18.

Amendment / Waiver of Breach of Agreement. This Agreement may be amended only by written agreement signed by each of the Parties, and any alleged breach of this Agreement may be waived only by a written waiver signed by the Party granting the waiver. This Agreement and any such amendments or waivers of breach may only be executed directly by the Parties.

19.

Effectiveness. This Agreement shall become effective immediately upon execution by all the Parties ("Effective Date").

20.

Effect of Headings. The subject headings of this Agreement are included for purposes of convenience only and shall not affect the construction or interpretation of any of its provisions.

UNDERSTOOD, ACCEPTED AND AGREED.

Date: January , 2020
		Brett Rosen
		On behalf of RB Capital Partners, Inc.


Date: January , 2020
		Brett Rosen


Date: January , 2020
		Deborah Braun


Date: January , 2020
		Ben Errez
		On behalf of GreenBox POS, a Nevada corporation


Date: January , 2020
		Ben Errez
		On behalf of GreenBox POS, LLC, a Washington limited liability company


Date: January , 2020
		Ben Errez


Date: January , 2020
		Fredi Nisan


Date: January , 2020
		Judith Braun (with respect to sections 4 and 5 only)


APPROVED AS TO FORM ONLY:

Date: January , 2020
		Erwin Shustak, Esq.
		On behalf of RB Capital Partners, Inc., Brett Rosen, Deborah Braun, and Judith Braun

Date: January , 2020
		Natalie Prescott, Esq.
		On behalf of GreenBox POS; GreenBox POS, LLC; Ben Errez; and Fredi Nisan

Exhibit 99.1

GreenBox POS Settles Two Pending Litigations

SAN DIEGO, CA / ACCESSWIRE / 3/9/20 / GreenBox POS (“GreenBox”, “GRBX”, the “Company”) is pleased to announce the settlement of two pending legal matters:

RB Capital Partners, Inc (“RB”): RB filed a lawsuit against GRBX for claims outlined in the Company’s recent financials. The Company settled with RB for a reduced cash payment of $250,000 and issuance of 6 million shares. The case was dismissed with no further impact on the Company.

Former Vendor: The Company filed a lawsuit against a Former Vendor in connection with the RB lawsuit. The parties settled with the Former Vendor returning 441,000 of the 500,000 shares previously issued to it, with the Company agreeing to the Former Vendor keeping 59,000 shares. The lawsuit was dismissed with no further impact on the Company.

“We believe these resolutions provide strong evidence of our commitment to building a clear and defined path toward long-term shareholder value”, stated GRBX EVP/Chairman Ben Errez. “We look forward to updating shareholders in the near-term as we continue to execute a robust growth strategy for 2020 and beyond.”

The Company has filed the appropriate disclosures regarding these settlements with the SEC, where further details can be found. As always, these filings are available in the Company’s Investor Relations tab on its website (https://irdirect.net/GRBX/sec_filings), as well as the SEC EDGAR filing system.

About GreenBox POS:

GreenBox POS (“GRBX”) is a groundbreaking technology company that builds customized payment solutions for a variety of industries. The company develops individual disruptive applications integrated in an end-to-end suite of financial products, supporting multiple industries with an emphasis on Blockchain secured ledger technology. The company filed its intellectual properties (formerly 5 provisional patents for its technology) and awaits conclusion of the US-PTO and patent grants. GreenBox POS develops the following main products: POS (Point of Sale software and hardware solutions); DEL (delivery app, APIs to POS and PAY); PAY (payment app, providing financial APIs to all other components); and merchant services infrastructure (deposit and E-wallet management). All products, services and custom hardware are available from GRBX.

For more information, visit the company’s website at https://www.greenboxpos.com/

Forward-Looking Statements Disclaimer:

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended. All forward-looking statements are inherently uncertain as they are based on current expectations and assumptions concerning future events or future performance of the company. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. In evaluating such statements, prospective investors should review carefully various risks and uncertainties identified in this release and matters set in the company's SEC filings. These risks and uncertainties could cause the company's actual results to differ materially from those indicated in the forward-looking statements.

Public Relations and Media Contact:

GreenBox POS

www.GreenBoxPOS.com

Office: 619-631-4838

Info@GreenBoxPOS.com