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): January 28, 2022
| 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.) |
1470 Treeland Blvd. S E,
Palm Bay, FL 32909
(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.
As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission on October 29, 2021 by Sollensys Corp (the “Company”), on October 26, 2021, the Company entered into a Merger Agreement (“Merger Agreement”) by and among (i) the Company; (ii) S-CC Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., a wholly owned subsidiary of the Company (“S-Solutions Merger Sub”); (iv) Celerit Corporation (“Celerit”); (v) Celerit Solutions Corporation (“Celerit Solutions”); and (vi) Terry Rothwell.
Pursuant to the terms of the Merger Agreement, on the closing date, (i) Celerit will merge with and into S-CC Merger Sub, with Celerit surviving, (ii) Celerit Solutions will merge with and into S-Solutions Merger Sub, with Celerit Solutions surviving, and (iii) Mr. Rothwell will receive from the Company certain cash consideration and other consideration as set forth in the Merger Agreement (the “Merger”), on the terms and subject to the conditions set forth therein, including but not limited to payment by the Company of (a) the sum of $4,440,000 in cash, and (b) 3,000,000 shares of the Company’s common stock.
Pursuant to the terms of the Merger Agreement, if the Merger did not close by January 31, 2022, the Merger Agreement would terminate.
On January 28, 2022, the parties to the Merger Agreement entered into an Amendment to Merger Agreement, dated as of January 28, 2022 (the “Amendment”), pursuant to which the parties agreed to extend the closing deadline to March 31, 2022. All other terms of the Merger Agreement remain in full force and effect.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, filed as Exhibit 10.1 hereto, which is incorporated herein by reference.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Amendment to Merger Agreement, dated as of January 28, 2022, by and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub, Inc.; Celerit Corporation; Celerit Solutions Corporation; and Terry Rothwell. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
1
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: February 3, 2022 | By: | /s/ Donald Beavers |
|
Donald Beavers Chief Executive Officer |
||
2
Exhibit 10.1
Amendment to Merger Agreement
This Amendment to Merger Agreement, (the “Amendment”) is entered into as of the 28th day of January 2022, by and among (i) Sollensys Corp., a Nevada corporation (“Sollensys”); (ii) S-CC Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of Sollensys (“S-CC Merger Sub”); (iii) S-Solutions Merger Sub, Inc., an Arkansas corporation and a wholly owned subsidiary of Sollensys (“S-Solutions Merger Sub”); (iv) Celerit Corporation, an Arkansas corporation (the “Celerit”); (v) Celerit Solutions Corporation, an Arkansas corporation (“Celerit Solutions”); and (iv) Terry Rothwell (“Shareholder”). Each of Celerit and Celerit Solutions may be referred to herein individually as a “Company” and collectively as the “Companies”. Each of Sollensys, S-CC Merger Sub and S-Solutions Merger Sub may be referred to individually as a “Sollensys Party” and collectively as the “Sollensys Parties”. Each Sollensys Party, each Company and the Shareholder may be referred to herein collectively as the “Parties” and separately as a “Party.”
WHEREAS,
| A. | The Parties are party to a Merger Agreement dated October 26, 2021 (the “Merger Agreement”). |
| B. | Section 2.09 of the Merger Agreement prescribes the manner in which the closing date will be determined, and Section 8.01(e) of the Merger Agreement provides that the Parties may terminate the Merger Agreement if it is not closed by January 31, 2022 (the “Closing Deadline”). |
| C. | The Parties are moving toward closing the Merger Agreement, but circumstances have caused the Closing Deadline of January 31, 2022, to be unworkable for all Parties. |
| D. | The Parties desire to extend the Closing Deadline to Thursday, March 31, 2022. |
| E. | Section 10.11 of the Merger Agreement provides that the Parties may amend the Merger Agreement in writing. |
NOW, THEREFORE, in consideration of the premises herein, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
| 1. | Section 8.01(e) of the Merger Agreement is hereby amended to replace the date of January 31, 2022, with March 31, 2022. |
| 2. | Other than as amended herein, the Merger Agreement shall remain in full force and effect as amended herein. |
| 3. | This Amendment shall be governed by, enforced, and construed under and in accordance with the Laws of Nevada, without giving effect to principles of conflicts of law thereunder. after have to object to such jurisdiction. This Amendment may be executed in multiple counterparts, each of which shall be deemed an original and all of which taken together shall be but a single instrument. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Amendment. |
[Signature
Pages Follow]
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment as of the date first above written.
| Sollensys Corp. | ||
| By: | /s/ Donald Beavers | |
| Name: | Donald Beavers | |
| Title: | President | |
| S-CC Merger Sub, Inc. | ||
| By: | /s/ Anthony Nolte | |
| Name: | Anthony Nolte | |
| Title: | Chief Executive Officer | |
| S-Solutions Merger Sub, Inc. | ||
| By: | /s/ Anthony Nolte | |
| Name: | Anthony Nolte | |
| Title: | Chief Executive Officer | |
| Celerit Corporation | ||
| By: | /s/ Terry Rothwell | |
| Name: | Terry Rothwell | |
| Title: | Chief Executive Officer | |
| Celerit Solutions Corporation | ||
| By: | /s/ Terry Rothwell | |
| Name: | Terry Rothwell | |
| Title: | Chief Executive Officer | |
| Shareholder: | ||
| Terry Rothwell | ||
| By: | /s/ Terry Rothwell | |
| Name: | Terry Rothwell | |