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): September 26, 2018
GENERATION ALPHA, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53635 | 20-8609439 | ||
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
853 Sandhill Avenue, Carson, California 90746
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (888) 998-8881
Copy of correspondence to:
Marc J. Ross, Esq.
James M. Turner, Esq.
Sichenzia Ross Ference LLP
1185 Avenue of the Americas, 37 th Floor
New York, New York 10036
Tel: (212) 930-9700 Fax: (212) 930-9725
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))
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective September 25, 2018, Generation Alpha, Inc. (f/k/a Solis Tek Inc.) (the “Company”) entered into an agreement and plan of merger (the “Merger Agreement”), whereby a wholly-owned subsidiary of the Company (the “Merger Sub”) was merged into the Company (the “Merger”). Upon consummation of the Merger, the separate existence of Merger Sub ceased.
As permitted by Chapter 92A.180 of Nevada Revised Statutes, the purpose of the Merger was to effect a change of the Company’s name from “Solis Tek Inc.” to “Generation Alpha, Inc.” On September 24, 2018, the Company filed articles of merger (the “Articles of Merger”) with the Secretary of State of Nevada, which were effective September 25, 2018, to effect the Merger, and the Company’s Articles of Incorporation were deemed amended to reflect the change in the Company’s corporate name (the “Name Change”).
In connection with the foregoing, the Company filed an Issuer Company-Related Action Notification Form with the Financial Industry Regulatory Authority (“FINRA”), requesting confirmation of the Name Change and also to request the change of the Company’s ticker symbol from “SLTK” to “GNAL” (the “Symbol Change”).
The Name Change and Symbol Change do not affect the rights of the Company’s security holders. The Company’s securities will continue to be quoted on the OTC Markets. Following the Name Change, the stock certificates, which reflect the former name of the Company, will continue to be valid. Certificates reflecting the Name Change will be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
The foregoing information is a summary of each of the matters described above, is not complete, and is qualified in its entirety by reference to the full text of the Articles of Merger attached as Exhibit 3.01 hereto and the Merger Agreement attached as Exhibit 3.02 hereto. Readers should review those exhibits for a complete understanding of the terms and conditions associated with this matter.
Item 8.01 Other Events.
On September 26, 2018, the Company issued a press release announcing that FINRA has approved the Name Change and Symbol Change, which will become effective on the OTC Markets at the opening of trading on September 27, 2018. The new CUSIP number for the Company’s common stock is 37147T 102.
A copy of the press release that discusses this matter is filed as Exhibit 99.01 to, and incorporated by reference in, this report. The information in this Item 8.01 of this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in this Item 8.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, except as shall be expressly set forth by specific reference in any such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
* Furnished herewith.
| 2 |
SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| GENERATION ALPHA, INC. | ||
|
Date: September 26, 2018 |
By: | /s/ TIFFANY DAVIS |
| Tiffany Davis | ||
| Chief Operating Officer | ||
| 3 |
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT, dated as of September 17, 2018.
BETWEEN:
SOLIS TEK INC. , a Nevada corporation, having its office at 853 East Sandhill Avenue, Carson, California 90746 (“ Solis Tek ”)
AND:
Generation Alpha, inc. , a Nevada corporation, having its office at 853 East Sandhill Avenue, Carson, California 90746 (“ Generation Alpha ”)
WHEREAS:
A. Generation Alpha is the wholly-owned subsidiary of Solis Tek;
B. The board of directors of Generation Alpha and Solis Tek deem it advisable and in the best interests of their respective companies and shareholders that Generation Alpha be merged with and into Solis Tek, with Solis Tek remaining as the surviving corporation under the name “Generation Alpha, Inc.”;
C. The board of directors of Generation Alpha have approved the plan of merger embodied in this Agreement; and
D. The board of directors of Solis Tek have approved the plan of merger embodied in this Agreement.
THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:
1. the merger
1.1 The Merger
Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), Generation Alpha shall be merged with and into Solis Tek in accordance with the applicable laws of the State of Nevada (the “ Merger ”). The separate existence of Generation Alpha shall cease, and Solis Tek shall be the surviving corporation under the name “Generation Alpha, Inc.” (the “ Surviving Corporation ”) and shall be governed by the laws of the State of Nevada.
1.2 Effective Date
The Merger shall become effective on September 25, 2018 or such later date and time (the “ Effective Date ”) that:
| (a) | the Articles of Merger, in substantially the form annexed hereto as Appendix A , that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and | |
| (b) | after satisfaction of the requirements of the laws of the State of Nevada. |
1.3 Articles of Incorporation
On the Effective Date, the Articles of Incorporation of Solis Tek, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Solis Tek, as the Surviving Corporation, shall be amended to state that the name of the corporation is “Generation Alpha, Inc.”
1.4 Bylaws
On the Effective Date, the Bylaws of Solis Tek, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.
1.5 Directors and Officers
The directors and officers of Solis Tek immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.
2. effect of the merger
2.1 Rights, Privileges, etc.
On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of Generation Alpha and Solis Tek; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of Generation Alpha and Solis Tek on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in Generation Alpha or Solis Tek, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of Generation Alpha and Solis Tek shall be preserved unimpaired, and all liens upon the property of Generation Alpha or Solis Tek shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.
2.2 Further Assurances
From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of Generation Alpha such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of Generation Alpha and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of Generation Alpha or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.
3. GENERAL
3.1 Abandonment
Notwithstanding any approval of the Merger or this Agreement by the shareholders of Generation Alpha or Solis Tek or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of Generation Alpha and Solis Tek.
3.2 Amendment
At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both Generation Alpha and Solis Tek.
3.3 Governing Law
This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.
3.4 Counterparts
In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.
3.5 Electronic Means
Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.
IN WITNESS WHEREOF , the parties hereto have entered into and signed this Agreement as of the date set forth above.
| Solis Tek Inc. | ||
| Per: | /s/ Tiffany Davis | |
| Name: | Tiffany Davis | |
| Title: | COO | |
| Generation Alpha, Inc . | ||
| Per: | /s/ Alan Lien | |
| Name: | Alan Lien | |
| Title: | Chief Executive Officer | |
Appendix A
ARTICLES OF MERGER
Solis Tek Changes Name to Generation Alpha, Inc.
Reflects Shift in Strategy to High Growth Opportunities in Cannabis
CARSON, CA - GlobeNewswire - September 26, 2018 – Solis Tek Inc. (OTCQB: SLTK) (the “Company”), a vertically integrated cannabis technology innovator, manufacturer and distributor, has announced a name and ticker symbol change, its final step in the rebranding of its corporate identity. The new name is Generation Alpha, Inc. and the new ticker symbol is GNAL. The name and symbol change will be effective with the start of trading on Thursday, September 27, 2018.
Generation Alpha reflects management’s strategy to leverage business opportunities in legalized cannabis jurisdictions, such as cultivation, processing and retail facilities. The Company will continue to aggressively develop and innovate its lighting division as Solis Tek Digital Lighting and its agricultural products division as Zelda Horticulture.
The Company’s Chief Executive Officer, Alan Lien, commented, “We are excited with the transformation of our business strategy, our progress at our Arizona facility and the additional growth opportunities our team has identified elsewhere in the cannabis industry. While we are pleased with our innovation and progress in our Solis Tek lighting and Zelda Horticulture divisions, we believe Generation Alpha represents our philosophy of bringing the best cannabis products and services to the market. We are confident that this shift in our business strategy will create long-term shareholder value through diversified segments in the legalized cannabis industry.”
About Solis Tek Inc.
Solis Tek Inc. (OTCQB: SLTK) is a vertically integrated technology innovator, developer, manufacturer and distributor focused on bringing products and solutions to commercial cannabis growers in both the medical and recreational space in legal markets across the U.S. For nearly a decade, growers have used the Company’s lighting solutions to increase yield, lower costs and grow better to maximize their return on investment. The Company’s customers include retail stores, distributors, ecommerce, and commercial growers. In 2018, the Company expanded into the “touch-the-plant” side of the cannabis business under a contract with an Arizona licensee and its ongoing build-out of a cultivation and processing facility in Phoenix, AZ. For more information, please visit our website, www.solis-tek.com.
Safe Harbor Statement
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are based on the current plans and expectations of management and are subject to a number of uncertainties and risks that could significantly affect the Company’s current plans and expectations, as well as future results of operations and financial condition. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
Investors Contact:
Hayden IR
917-658-7878
hart@haydenir.com