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): April 2, 2021
 
SOLLENSYS CORP
(Exact name of registrant as specified in its charter)
 
  
Nevada
 
333-174581
 
80-0651816
(State or other jurisdiction
of incorporation or organization)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
2475 Palm Bay Rd. NE, Suite 120
Palm Bay, FL 32905
(Address of principal executive offices)
 
(866) 438-7657
(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 April 2, 2021, Sollensys Corp (the “Company”) entered into that certain Commercial Contract (the “Contract”) by and between the Company and MRIGlobal (the “Seller”) pursuant to which the Company agreed to purchase (the “Purchase”) certain property located at 1470 Treeland Blvd. SE, Palm Bay, FL 32909 (the “Property”) from the Seller for a purchase price of $2,500,000. Pursuant to the terms of the Contract, the Company paid a $75,000 deposit to be held in escrow. The Property will be used as the Company’s headquarters. The Purchase was scheduled to close on May 27, 2021.
 
The Consulting Agreement includes customary representations and warranties and closing conditions. Among other things, the closing of the Purchase is subject to a due diligence period of 45 days following April 2, 2021.
 
On April 27, 2021, the Company and the Seller entered into an Addendum to Contract (the “Addendum”). Pursuant to the terms of the Addendum, the end of the due diligence period is May 17, 2021 and the closing date of the Purchase is on or before May 27, 2021.
 
The foregoing description of the Contract and the Addendum is qualified in its entirety by reference to the Contract and the Addendum, filed as Exhibits 10.1 and 10.2 hereto, respectively, which are incorporated herein by reference.
 
Item 7.01. Regulation FD Disclosure.
 
On April 28, 2021, the Company issued a press release announcing that the Company had entered into an agreement to purchase the Property to be used as the Company’s headquarters.
 
The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Current Report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
 
Item 9.01 Financial Statement and Exhibits.
 
(d) Exhibits
 
Exhibit No.
 
Description
 
Commercial Contract, entered into on April 2, 2021 by and between the registrant and MRIGlobal.
 
Addendum to Contract, entered into on April 27, 2021, by and between the registrant and MRIGlobal.
 
Press release of the registrant dated April 28, 2021.
 

 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
SOLLENSYS CORP
 
 
 
 
 
 
 
 
 
Dated: April 28, 2021
By:
/s/ Donald Beavers
 
 
 
Donald Beavers
Chief Executive Officer
 
 
 
 
 
 
 
 
 

 Exhibit 10.1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Exhibit 10.2
 
 
  Exhibit 99.1
 
Sollensys Corp Announces Agreement to Purchase Lab Facilities
 
Company to Acquire 35,793 Sq. Ft. Building as New Headquarters
 
Palm Bay, Fl. April 28, 2021 (ACCESSWIRE) Sollensys Corp (OTC: SOLS), a Florida based blockchain solutions company offering products that ensure its clients’ data integrity through collection, storage and transmission, has contracted to purchase a state-of-the-art scientific research laboratory situated in the Foundation Research Park in Palm Bay, Florida.
 
There is an administration wing as well as numerous laboratory rooms throughout the building. The laboratory rooms all have positive air pressure for a clean room effect. Additional features include:
 
Purchase Price: $2.5MM
 
Building Size: 36,810 total sq. ft.
 
Land: 3.7 +/- acres
 
Back-up emergency power generation
 
Sensitive Compartmented Information Facility (SCIF) communications area
 
Power: 3-phase
 
HVAC: 100% air conditioned
 
Fire sprinkler system
 
Eave Height: 16’
 
Parking: 114 spaces
 
Construction: concrete block
 
Sollensys Corp currently leases about 8,000 sq. ft. in Palm Bay, Florida's Innovation Centre in the Space Coast's high-tech corridor. The new headquarters facility is expected to provide enough space to handle all of Sollensys Corp’s data storage needs in-house for at least three years.
 
Don Beavers, Chairman and CEO of Sollensys Corp, stated, “We are excited to have the opportunity to expand our facilities to better service our growing client base. We have placed heavy emphasis on planning the expansion of our infrastructure to handle the growing need for blockchain services in the market. This new facility should provide a competitive advantage in the marketplace.”
 
The building purchase is set to close in late May 2021. Closing is subject to certain conditions, including inspection results and approval. More information and images of the building can be found online at:
 
https://www.loopnet.com/Listing/1470-Treeland-Blvd-SE-Palm-Bay-FL/16626243/
 

 
 
About Sollensys Corp:
 
Sollensys Corp is a math, science, technology, and engineering solutions company offering products that ensure its clients' data integrity through collection, storage, and transmission. Our innovative flagship product is the Blockchain Archive Server, a turn-key, off-the-shelf, blockchain solution that works with virtually any hardware and software combinations currently used in commerce, without the need to replace or eliminate any part of the client's data security that is being utilized. The company recently introduced our second product offering-the Regional Service Center, which offers small businesses the same state of the art technology previously available only to large or very well-funded companies.
 
Headquartered in Palm Bay, Florida, the Company’s primary product is the Blockchain Archive Server—a turn-key, off-the-shelf, blockchain solution that works with virtually any hardware and software combinations currently used in commerce, without the need to replace or eliminate any part of the client's data security that is being utilized.
 
The Blockchain Archive Server encrypts, fragments and distributes data across thousands of secure nodes every day, which makes it virtually impossible for hackers to compromise. Using blockchain technology, the Blockchain Archive Server maintains a redundant, secure and immutable backup of data. Redundant backups and the blockchain work together to assure not only the physical security of the database but also the integrity of the information held within.
 
Blockchain Archive Server protects client data from “ransomware”—malicious software that infects your computer and displays messages demanding a fee to be paid in order for your system to work again. Blockchain technology is a leading-edge tool for data security, providing an added layer of security against data loss due to all types of software specifically designed to disrupt, damage, or gain unauthorized access to a computer system (i.e., malware).
 
Uniquely, the Blockchain Archive Server is a turn-key solution that can stand alone or seamlessly integrate into an existing data infrastructure to quickly recover from a cyber-attack. The Blockchain Archive Server is a server that comes pre-loaded with the blockchain-powered cybersecurity software, which can be delivered, installed and integrated into a client’s computer systems with ease.
 
Sollensys Corp.
 
866.438.7657
www.sollensys.com
info@sollensys.com
https://business.facebook.com/Sollensys/
https://www.linkedin.com/company/sollensys-corp/
 
SOURCE: Sollensys Corp