8-K
filed December 27, 2023, 6:59 PM ET
ticker GFLT
CIK 0001796949
M&A
confidence high
sentiment neutral
materiality 0.90
GenFlat Holdings, Inc. (GFLT): M&A transaction — Healthcare Business Resources completes reverse merger with GenFlat; shifts to collapsible marine containers
GenFlat Holdings, Inc.
- Closed share exchange on Dec 20, 2023: issued 1,043,847,000 shares (98% of post-merger equity) for 97.22% of GenFlat stock.
- GenFlat paid $77,500 of Company payables and retired outstanding senior secured convertible credit line at closing.
- Old directors Stephen Epstein and Howard Wall resigned; Drew D. Hall appointed CEO, CFO, sole director; Joseph Maggio President; Garrett Hall COO.
- Discontinued healthcare consulting business; now focused on GenFlat's patented collapsible marine container for shipping line customers.
- Fiscal year changed to June 30; GenFlat's historical financials become the combined company's historical financials.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Joseph J. Maggio was appointed as President at GenFlat Holdings, Inc..
- Action
- appointed
- Role
- President
Exact text from the filing
Joseph J. Maggio President
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Drew D. Hall was appointed as Chief Executive Officer, Chief Financial Officer at GenFlat Holdings, Inc..
- Action
- appointed
- Role
- Chief Executive Officer, Chief Financial Officer
Exact text from the filing
Drew D. Hall Chief Executive Officer, Chief Financial Officer
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Drew D. Hall was elected as Director at GenFlat Holdings, Inc..
- Action
- elected
- Role
- Director
Exact text from the filing
Drew D. Hall was elected to the Board of Directors as the sole director of the Company.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Howard Wall, III resigned as Director at GenFlat Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Epstein resigned as Sole Officer at GenFlat Holdings, Inc..
- Action
- resigned
- Role
- Sole Officer
Exact text from the filing
each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Stephen Epstein resigned as Director at GenFlat Holdings, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Garrett R. Hall was appointed as Chief Operations Officer at GenFlat Holdings, Inc..
- Action
- appointed
- Role
- Chief Operations Officer
Exact text from the filing
Garrett R. Hall Chief Operations Officer
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.98
GenFlat Holdings, Inc. completed an acquisition involving GenFlat, Inc. for 1,043,847,000 shares of common stock of the Company in exchange for 97.22% of the outstanding shares of GenFlat common stock, plus GenFlat paid $77,500 in Compa (closed 2023-12-20).
- Action
- acquisition
- Counterparty
- GenFlat, Inc.
- Consideration
- 1,043,847,000 shares of common stock of the Company in exchange for 97.22% of the outstanding shares of GenFlat common stock, plus GenFlat paid $77,500 in Compa
- Closing
- 2023-12-20
Exact text from the filing
The Share Exchange Agreement closed on December 20, 2023. Pursuant to the Share Exchange Agreement, and on the terms and subject to the conditions contained therein, at the closing, the Company acquired 97.22% of the outstanding shares of common stock of GenFlat from GenFlat stockholders who were a party to the Share Exchange Agreement in exchange for 1,043,847,000 shares of common stock of the Company. Additionally, 11,000,000 shares of outstanding Company common stock were canceled, resulting in 1,054,150,000 shares of common stock issued and outstanding as of the Closing Date. Also, Genflat paid $77,500 in Company payables and paid the Company's outstanding balance due on its senior secured convertible credit line.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
GenFlat Holdings, Inc. entered into Share Exchange Agreement with GenFlat, Inc. valued at 98% of outstanding shares (effective 2023-12-20).
- Action
- entry
- Agreement
- merger
- Counterparty
- GenFlat, Inc.
- Value
- 98% of outstanding shares
- Effective
- 2023-12-20
Exact text from the filing
As previously reported, on October 18, 2023, Healthcare Business Resources Inc. (the “ Company ”) entered into a Share Exchange Agreement (“ Share Exchange Agreemen t”) with GenFlat, Inc . (“ GenFlat ”), a Delaware corporation, and GenFlat shareholders who own 97.1% of the outstanding shares of common stock of GenFlat.
View on SEC.gov
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