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 23, 2017 |
GREY CLOAK TECH INC.
(Exact name of registrant as specified in its charter)
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Nevada (State or other jurisdiction of incorporation) |
333-202542 (Commission File Number) |
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.) | ||||
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 5 – Corporate Governance and Management
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Effective on February 24, 2017, our Articles of Incorporation were amended to increase our authorized common stock from 75,000,000 shares, par value $0.001, to 500,000,000 shares, par value $0.001, and to authorize 75,000,000 shares of preferred stock, $0.001, the series, shares, rights and terms of which will be set by our Board of Directors.
The increase in authorized common stock and the authorization of preferred stock was unanimously approved by our Board of Directors on December 22, 2016, and by a majority of our outstanding shares of common stock at a special shareholder meeting held on February 23, 2017.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held a Special Meeting of Shareholders on February 23, 2017, in Las Vegas, Nevada. There were shareholders representing 10,987,980 votes present at the meeting, either in person or by proxy, which represented approximately 64% of the 17,156,276 total outstanding votes of the Company, so a quorum was present. The following agenda items, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission, were approved:
1. To approve an amendment to our Articles of Incorporation to increase the authorized common stock from 75,000,000 shares, par value $0.001, to 500,000,000 shares, par value $0.001.
The agenda item passed with votes as follows:
|
For |
Against |
Abstain |
Percentage Approving |
| 10,932,930 | 49,150 | 5,900 | 63.7% |
2. To approve a n amendment to our Articles of Incorporation to authorize 75,000,000 shares of preferred stock, par value $0.001 .
The agenda item passed with votes as follows:
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For |
Against |
Abstain |
Percentage Approving |
| 10,826,640 | 158,150 | 3,190 | 63.1% |
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3. To approve an amendment to our Articles of Incorporation to effect a reverse stock split of our common stock at a ratio up to 1-for-100, the exact ratio and timing of which will be set by our Board of Directors at a future date no later than December 31, 2017 .
The agenda item passed with votes as follows:
|
For |
Against |
Abstain |
Percentage Approving |
| 10,833,873 | 370,762 | 3,100 | 63.1% |
A more detailed description of each agenda item at the Special Shareholders Meeting can be found in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 1, 2017.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| 3.1 | Certificate of Amendment to the Articles of Incorporation |
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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: February 24, 2017 | /s/ William Bossung |
| By: William Bossung | |
| Its: Chief Financial Officer and Secretary |
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EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Articles of Incorporation |
CERTIFICATE OF AMENDMENT
to
ARTICLES OF INCORPORATION
of
GREY CLOAK TECH, INC.
The undersigned hereby certifies:
1. The name of the Corporation is Grey Cloak Tech, Inc.
2. The articles have been amended as follows:
“Article 3, Authorized Stock:
The corporation has the authority to issue Five Hundred Million (500,000,000) shares of common stock, par value $0.001 per share, and Seventy Five Million (75,000,000) shares of preferred stock, par value $0.001 per share.
Preferred stock may be issued from time to time in one or more series. The Board of Directors is hereby expressly authorized to provide for the issue of all or any of the shares of the authorized preferred stock in one or more series, and to fix the number of shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences, and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, as shall be stated and expressed in the resolution or resolutions adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Nevada Revised Statutes. The Board of Directors is also expressly authorized to increase or decrease the number of shares of any series subsequent to the issuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any series shall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had prior to the adoption of the resolution originally fixing the number of shares of such series.”
3. The votes by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is 10,932,930 (63.7%) with respect to the increase in authorized common stock and 10,826,640 (63.1%) with respect to the authorization of preferred stock.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment to the Articles of Incorporation on February 24, 2017.
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/s/ Fred Covely |
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Fred Covely Chief Executive Officer |