GFLT 8-K
GenFlat Holdings, Inc. (GFLT)
8-K
2021-03-18
For: 2021-03-12
View Original
Added on
April 08, 2026
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): March 12,
2021
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Healthcare Business Resources Inc.
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(Exact
name of registrant as specified in its charter)
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Delaware
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000-56214
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84-3639946
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(State
or other jurisdiction ofIncorporation or Organization)
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(Commission
File Number)
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(I.R.S.
EmployerIdentification No.)
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718 Thompson Lane, Suite 108-273 Nashville, TN
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37204
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code: 615-856-5542
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(Former
name or former address, if changed since last report)
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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))
Securities registered pursuant to Section 12(b) of the Act:
None
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Title of each class
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Trading Symbol(s)
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Name of exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth
company as defined in 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).
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Emerging
growth company ☑
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If an
emerging growth company, indicate by checkmark 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
Option Agreement To Purchase Business Assets
On
March 12, 2021, the registrant, through its wholly owned subsidiary
HBR Pointclear, LLC, a Delaware limited liability company
(“HBRP”); and
PointClear Solutions, Inc., an Alabama corporation
(“PointClear”)
entered into an Option Agreement To Purchase Business
Assets (the
“Option
Agreement”). The term of the Option (the
“Option Term”)
commenced on March 12, 2021 and automatically expires on August 1,
2022 (the “Option Termination
Date”), unless duly extended, exercised, or sooner
terminated as provided in the Option Agreement.
PointClear is a
heath care focused information technology solutions company that
provides its clients technology driven solutions based upon its
three core competencies; (i) Strategic planning, (ii) Digitization
and Design, and (iii) Production and Implementation (the
“Business”).
Pursuant to the Option Agreement, PointClear granted to HBRP an
exclusive non-cancelable option (the “Option”) to require PointClear to
enter into an Asset Purchase Agreement (the “Asset Purchase Agreement”) under
which, HBRP may (i) purchase all of PointClear’s tangible and
intangible assets used in, or useful to the Business (the
“Business
Assets”), and (ii) the assume certain defined
liabilities and contracts related to the Business. The Option
provides HBRP the right, but not the obligation, to (i) enter into
the Asset Purchase Agreement at any time August 1, 2022 (the
“Option Term”),
and (ii), require PointClear to sell the Business Assets and
perform under the Asset Purchase Agreement.
Pursuant to the
Option, HBRP shall arrange for a loan of up to $750,000 to
PointClear (the “Improvement
Loan”) pursuant to the Improvement Loan Agreement (the
“Improvement Loan
Agreement”), as consideration for obtaining rights
under the Option. PointClear is required to use the proceeds under
the Improvement Loan to improve the Business and offset operating
costs. If HBRP elects to exercise the Option it shall be obligated
to pay to PointClear the consideration set forth in the Asset
Purchase Agreement and comply with such other terms and conditions
that are set forth in the Asset Purchase Agreement. The repayment
of any monies lent under the Improvement Loan Agreement to
PointClear will be determined based on whether or not HBRP elects
to exercise the Option and enter into the Asset Purchase Agreement
with Pointclear. The Option Agreement
contains customary representations, warranties and covenants
of PointClear and
HBRP.
The foregoing descriptions of the
Option Agreement, the Asset
Purchase Agreement and the
Improvement Loan Agreement are not
intended to be complete and are qualified in their entirety by the
full text of the Option Agreement, a copy of which is attached hereto as Exhibit
10.1, the form of Asset Purchase Agreement, a copy of which is attached hereto as Exhibit
10.2, and the Improvement Loan Agreement, a copy of which is attached hereto as Exhibit
10.3, each of which is incorporated herein by
reference.
Improvement Loan Agreement
In connection with the Option Agreement, on
March 12, 2021, HBRP and PointClear entered into the Improvement
Loan Agreement. The Improvement
Loan Agreement contains customary
representations, warranties and covenants of PointClear
and HBRP.
Pursuant to the
Improvement Loan Agreement, HBRP established for a period
commencing on the March 12, 2021 (the “Effective Date”) and ending on the
earlier of August 1, 2022 or the Closing Date (as defined in the
Improvement Loan Agreement) (the “Maturity Date”) a line of credit
(the “Credit
Line”) for PointClear in the principal amount of up to
Seven Hundred Fifty Thousand Dollars ($750,000) (the
“Credit Limit”)
which indebtedness shall be evidenced by and repaid in accordance
with the terms of a promissory note for the amount borrowed against
the Credit Limit (the “Promissory Note”). All sums
advanced on the Credit Line or pursuant to the terms of the
Improvement Loan Agreement (each an “Advance”) shall become part of the
principal of the Promissory Note. All sums advanced pursuant to the
Improvement Loan Agreement shall bear interest from the date each
Advance is made until paid in full at an interest rate equal to
6.0% per annum. In the event that the parties do not enter into the
Purchase Agreement before August 1, 2022, then the Promissory Note
shall be converted into a 60 month term loan with payments based on
a 10 year amortization (the “Term Note”). The principal of the
Term Note will be the principal and interest owed under the Credit
Line at the Maturity Date, less any unpaid Option Fee (as such term
is defined in the Option Agreement) owed to PointClear under the
Option Agreement.
The foregoing descriptions of the
Option Agreement, the
Improvement Loan Agreement and the
Promissory Note are not intended to be complete and are qualified
in their entirety by the full text of the Option
Agreement, a copy of which is attached
hereto as Exhibit 10.1, the Improvement Loan Agreement,
a copy of which is attached hereto as
Exhibit 10.3, and the form of Promissory Note, a copy of which is
attached hereto as Exhibit 10.4, each of which is incorporated
herein by reference.
Registrant Promissory Note
On March 15, 2021, the registrant,
Healthcare Business Resources Inc. (the “registrant”) issued to Mark Huber a
Promissory Note in the aggregate
principal amount of $200,000 (the “Registrant Promissory
Note”). The principal
amount of $200,000 plus all interest under the Registrant
Promissory Note will be due and payable two hundred seventy
(270) days from March 15, 2021 (the
“Maturity
Date”). Interest on the
Note will accrue at a rate of 3.0% per annum, beginning on March
15, 2021 until the principal amount and all accrued but unpaid
interest shall have been paid. The Registrant Promissory Note is an
unsecured debt obligation of the Company.
The
foregoing descriptions of the Registrant Promissory Note is
not intended to be complete and is qualified in its entirety by the
full text of the Registrant Promissory Note, a copy of which is
attached hereto as Exhibit 10.5, and incorporated herein by
reference.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of the Registrant
The
information set forth above under Item 1.01 is incorporated by
reference in this Item 2.03.
Item
9.01
Financial Statements and Exhibits
(d) Exhibits:
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Exhibit No.
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Description
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Option
Agreement
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Form of Asset Purchase Agreement, attached as Exhibit A to
Option Agreement
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Improvement
Loan Agreement
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Form of Promissory Note, attached as Exhibit A to
Improvement Loan Agreement
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Registrant Promissory Note
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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.
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HEALTHCARE BUSINESS
RESOURCES INC.
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By:
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/s/ Stephen Epstein
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Name:
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Stephen Epstein
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Title:
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Chief
Executive Officer and Chief Financial
Officer
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Dated:
March 18, 2021
Exhibit
10.1
Exhibit
10.2
Exhibit
10.3
Exhibit
10.4
Exhibit
10.5
