GFLT 8-K
GenFlat Holdings, Inc. (GFLT)
8-K
2021-06-23
For: 2021-06-11
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): June 11,
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. ☐
Cautionary Note Regarding Forward-Looking Statements
Statements in this Current Report on Form 8-K,
including those regarding the Agreement and Plan of Merger (as
defined), future financial and operating results, and any other
statements about Healthcare Business Resources,
Inc.’s future expectations,
beliefs, goals, plans or prospects, constitute forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements can be identified by
the use of words such as anticipate, intend, believe, estimate,
plan, seek, project or expect, may, will, would, could or should,
the negative of these terms or other comparable terminology. There
are a number of important factors that could cause actual results
or events to differ materially from those indicated by such
forward-looking statements, including; difficulties in integration
or a failure to attain anticipated operating results or synergies,
each of which could affect the accretiveness of the acquisition,
and the other factors described in Healthcare Business
Resources, Inc.’s periodic
reports filed with the Securities and Exchange Commission.
Healthcare Business Resources, Inc. undertakes no obligation to update forward looking
statements to reflect changed assumptions, the occurrence of
unanticipated events, or changes in future operating results,
financial condition or business over time. You are further advised
to review the Risk Factors set forth in Healthcare Business
Resources, Inc.’s Annual Report
on Form 10-K, which further detail and supplement the factors
described in this paragraph.
Item 1.01
Entry into a Material Definitive Agreement
Agreement and Plan of Merger
On June
18, 2021, the registrant, Healthcare Business Resources, Inc., a
Delaware corporation (“HBR”), and HBR Sub, Inc., a
Delaware corporation and a wholly owned Subsidiary of HBR
(“Merger Sub”)
entered into and closed an Agreement and Plan of Merger (the
“Agreement”),
with UserTech U.S. LLC, a Delaware limited liability company
(“UPlus”) and
UPlus Health, LLC, a Delaware limited liability company and a
wholly-owned subsidiary of UPlus (“UPlus Health”). Capitalized terms
used herein (including in the immediately preceding sentence) and
not otherwise defined herein shall have the meanings set forth in
the Agreement.
Pursuant to the Agreement, and subject to the
terms and conditions contained therein, Merger Sub was
merged with and into UPlus Health, with UPlus Health surviving the
merger on the terms and subject to the conditions set forth in the
Agreement and certain ancillary agreements. UPlus Health is now a
wholly owned subsidiary of HBR. The consideration for the merger
consisted of HBR’s issuance to UPlus of 1,000,000 shares of
HBR Common Stock and a three-year warrant to purchase 1,400,000
shares of HBR’s Common Stock for $0.50 per share, subject to
the Special Adjustments described in the Agreement, which includes
UPlus’ right to unwind the merger in the event HBR fails to
meet the Financial Metrics Plan described in the
Agreement.
UPlus
helps companies across multiple industries with continuous
innovation and market development through the implementation of its
proprietary technology called the U+Method, which is a is a
step-by-step product development methodology that focuses on
front–loading the risky parts of product development before
starting large buildouts (the “U+Method Technology”). UPlus has
licensed to UPlus Health the U+Method Technology and related
intellectual property for use in the health care and medical
services industry (the “Medical Industry”), pursuant to
the license attached to the Agreement as Exhibit A (the
“License
Agreement”). UPlus and HBR believe that their
individual capabilities and expertise could be combined to provide
a unique integrated solution to clients in the Medical Industry;
and UPlus’ post transaction participation in providing the
anticipated integrated solution is set forth in the services
agreement (the “Services
Agreement”), a copy of which is set forth as Exhibit B
to the Agreement. HBR’s post transaction financial metrics
plan for Uplus Health and the anticipated integrated solution is
set forth in UPlus Health’s financial metrics plan
(“Financial Metrics
Plan”), a copy of which is set forth as Exhibit C to
the Agreement. UPlus Health will be managed by HBR’s current
management team.
The Agreement includes customary representations,
warranties and covenants by the parties. A copy of the Agreement is
attached hereto as Exhibit 2.1
and is incorporated herein by
reference.
Promissory Note - $50,000
On June 10, 2021, HBR issued to Kenneth
Hawkins, a member of HBR’s board of directors,
a Promissory Note in the aggregate principal amount of $50,000
(the “50,000 Promissory
Note”). The principal
amount of $50,000 plus all interest under the $50,000 Promissory
Note will be due and payable two hundred seventy (270) days
from June 10, 2021. Interest on the Note will accrue at a rate
of 12.0% per annum, beginning on June 10, 2021 until the principal
amount and all accrued but unpaid interest shall have been paid.
The $50,000 Promissory Note is an unsecured debt obligation of the
Company.
The
foregoing description of the $50,000 Promissory Note is not
intended to be complete and is qualified in its entirety by the
full text of the $50,000 Promissory Note, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Promissory Note - $25,000
On June 11, 2021, HBR issued to Ethan
Kellum a Promissory Note in the aggregate principal amount of
$25,000 (the “25,000 Promissory
Note”). The principal
amount of $25,000 plus all interest under the $25,000 Promissory
Note will be due and payable two hundred seventy (270) days
from the date the principal amount is received by HBR.
Interest on the Note will accrue at a rate of 12.5% per annum,
beginning on the date the principal amount is received by HBR until
the principal amount and all accrued but unpaid interest shall have
been paid. The $25,000 Promissory Note is an unsecured debt
obligation of the Company.
The
foregoing description of the $25,000 Promissory Note is not
intended to be complete and is qualified in its entirety by the
full text of the $25,000 Promissory Note, a copy of which is
attached hereto as Exhibit 10.2 and incorporated herein by
reference.
Item 2.01
Completion of Acquisition or Disposition of Assets
The
information contained in Item 1.01 herein is hereby incorporated
into this Item 2.01 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.
The
information set forth above under Item 2.01 is incorporated by
reference in this Item 2.03.
Item
3.02
Unregistered
Sales of Equity Securities
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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Agreement
and Plan of Merger
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Promissory
Note - $50,000
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Promissory
Note - $25,000
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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:
June 23, 2021
Exhibit
2.1
Exhibit
10.1
Exhibit
10.2
