--- schema_version: "secwatch.filing_event.v1" accession: "0001654954-23-016012" form_type: "8-K" ticker: "GFLT" cik: "0001796949" company_name: "GenFlat Holdings, Inc." filed_at: "2023-12-27T23:59:59+00:00" generated_at: "2026-06-07T06:58:20.690345+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Healthcare Business Resources completes reverse merger with GenFlat; shifts to collapsible marine containers ## Summary - 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. ## SEC filing metadata - accession: 0001654954-23-016012 - form_type: 8-K - ticker: GFLT - cik: 0001796949 - company_name: GenFlat Holdings, Inc. - filed_at: 2023-12-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 2.03, 2.05, 3.02, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/hbr_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001654954-23-016012 - JSON: https://secwatch.observer/filing/0001654954-23-016012.json - Plain text: https://secwatch.observer/filing/0001654954-23-016012.txt ## Key facts - Executive change Joseph J. Maggio was appointed as President at GenFlat Holdings, Inc.. - Action: appointed - Role: President source text: Joseph J. Maggio President evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - Executive change 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 source text: Drew D. Hall Chief Executive Officer, Chief Financial Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - Executive change Drew D. Hall was elected as Director at GenFlat Holdings, Inc.. - Action: elected - Role: Director source text: Drew D. Hall was elected to the Board of Directors as the sole director of the Company. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - Executive change Howard Wall, III resigned as Director at GenFlat Holdings, Inc.. - Action: resigned - Role: Director source text: each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - Executive change Stephen Epstein resigned as Sole Officer at GenFlat Holdings, Inc.. - Action: resigned - Role: Sole Officer source text: each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - Executive change Stephen Epstein resigned as Director at GenFlat Holdings, Inc.. - Action: resigned - Role: Director source text: each of Stephen Epstein, the sole officer and a director of the Company, and Howard Wall, III, a director of the Company, resigned evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - Executive change Garrett R. Hall was appointed as Chief Operations Officer at GenFlat Holdings, Inc.. - Action: appointed - Role: Chief Operations Officer source text: Garrett R. Hall Chief Operations Officer evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - M&A Transactions 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm - Material Agreements 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1796949/000165495423016012/0001654954-23-016012-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.