GFLT 8-K
GenFlat Holdings, Inc. (GFLT)
8-K
2021-09-30
For: 2021-09-23
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): September 29,
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
Separation and Settlement Agreement
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 Option Agreement provided HBRP the
exclusive non-cancelable right to require PointClear to enter into
an Asset Purchase Agreement (“Asset Purchase Agreement”) under
which, HBRP would (i) purchase all of PointClear’s tangible
and intangible assets used in, or useful to the PointClear business
(the “Business
Assets”), and (ii) the assume certain defined
liabilities and contracts of PCS related to the Business. As
partial consideration for receiving its rights to purchase the
Business Assets under the Option Agreement, HBRP arranged for a
loan of up to $750,000 to PointClear pursuant to the Improvement
Loan Agreement (the “Improvement Loan Agreement”)
evidenced by and repaid in accordance
with the terms of a promissory note (the “Promissory
Note”). On March
16, 2021, pursuant to the Option Agreement and Improvement Loan
Agreement, PointClear made its first draw under the Improvement
Loan Agreement for $200,000.
On
September 29, 2021, the parties entered into a Separation and
Settlement Agreement (“Separation and Settlement
Agreement”), effective October 1, 2021, and terminated
their mutual obligations under the Option Agreement and Improvement
Loan Agreement. Pursuant to the Separation and Settlement
Agreement, with respect to the:
1.
Option Agreement,
the Option Agreement is cancelled and neither of the parties have
any current or future rights or obligations under the Option
Agreement.
2.
Improvement Loan
Agreement, the principal owed by PointClear under the Improvement
Loan Agreement is reduced to $150,000. Within 30 days of October 1,
2021, PointClear shall pay to HBRP, or its designee, $25,000 which
shall reduce the principal owed under the Improvement Loan
Agreement to $125,000. PointClear shall pay to HBRP, or its
designee, $25,000 upon receipt from CHC of the amount owed
following “Final Acceptance” testing. Any balance
remaining under the Improvement Loan Agreement is hereby converted
to a 60-month term loan pursuant to Section 2.05 of the Improvement
Loan Agreement, and its repayment shall remain subject to the
Improvement Loan Agreement.
3.
Consulting and
Registrant Stock Option Agreements, the Consulting Agreements by
and between HBRP and Shawn Ewing, Thomas White, David Karabinos and
Daren McCormick are hereby cancelled by mutual consent and no money
or consideration is owed or payable to any party thereunder
according to the terms of such Consulting Agreements. The
Registrant stock option agreements by and between the registrant
and Shawn Ewing, Thomas White and Daren McCormick are hereby
cancelled by mutual consent and any option shares, vested or
unvested are hereby terminated.
The foregoing descriptions of the
Option Agreement, the Asset
Purchase Agreement, the
Improvement Loan Agreement, the
Promissory Note and the Separation and Settlement 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 Asset Purchase
Agreement, a copy of which is attached
hereto as Exhibit 10.2, the Improvement Loan Agreement,
a copy of which is attached hereto as
Exhibit 10.3, the form of Promissory Note, a copy of which is
attached hereto as Exhibit 10.4, and the Separation and
Settlement Agreement, a copy of which
is attached hereto as Exhibit 10.5, each of which is incorporated
herein by reference.
Item
1.02
Termination
of a Material Definitive Agreement.
The
information set forth above under Item 1.01 is incorporated by
reference in this Item 1.02.
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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*Incorporated by reference to Exhibits 10.1, 10.2, 10.3, and 10.4
filed with the registrant’s Current Report on Form 8-K filed
on March 18, 2021.
**
Filed herewith
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:
September 30, 2021
EXHIBIT 10.5
