GREY CLOAK TECH INC. (OTCMKTS:GRCK) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal YearItem 5.03
Effective on January 3, 2018, our Articles of Incorporation were amended to increase our authorized common stock from 500,000,000 shares, par value $0.001, to 1,000,000,000 shares, par value $0.001.
The increase in authorized common stock was unanimously approved by our Board of Directors on November 3, 2017, and by a majority of our outstanding shares of common stock at a special shareholder meeting held on December 29, 2017.
As of November 8, 2017 (the “Record Date”) there were 146,674,359 shares of common stock outstanding and as of January 3, 2018, there were 229,829,116 shares of common stock outstanding. As of the Record Date and January 3, 2018, there were 1,333,334 shares of Series A Convertible Preferred Stock (“Preferred Stock”) outstanding.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
We held a Special Meeting of Shareholders on December 29, 2017, in Salt Lake City, Utah. Common stockholders as of the Record Date were entitled to one vote per share. Preferred Stockholders as of the Record Date were entitled to a number of votes per share equal to the number of shares of common stock to which the holders thereof would be entitled if they converted their shares of Preferred Stock as of the Record Date. Each share of Preferred Stock is convertible into the number of shares of common stock equal to 0.00006% of the outstanding common stock of the Company upon conversion. Therefore, the Preferred Stockholders were entitled to 586,698,913 votes, or 80% of the vote in the aggregate. There were shareholders of both common stock and Preferred Stock representing 563,200,672 votes present at the meeting, either in person or by proxy, which represented approximately 72% of the 733,373,272 total outstanding votes of the Company, so a quorum was present. The following agenda item, as set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission, was approved:
| 1. | To approve an amendment to our Articles of Incorporation to increase the authorized common stock from 500,000,000 shares, par value $0.001, to 1,000,000,000 shares, par value $0.001. |
The agenda item passed with votes as follows:
|
For |
Against |
Abstain |
Percentage Approving |
| 527,672,537 | 34,249,389 | 1,278,746 | 72.0% |
A more detailed description of the agenda item at the Special Shareholders Meeting can be found in our Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 15, 2017.
Section 9 – Financial Statements and Exhibits
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
| 3.1 | Certificate of Amendment to the Articles of Incorporation |
GREY CLOAK TECH INC. ExhibitEX-3.1 2 grck-20180104_8kex3z1.htm EXHIBIT 3.1 CERTIFICATE OF AMENDMENT to ARTICLES OF INCORPORATION of GREY CLOAK TECH,…To view the full exhibit click here
About GREY CLOAK TECH INC. (OTCMKTS:GRCK)
Grey Cloak Tech Inc. is engaged in developing a cloud-based software to detect advertising fraud on the Internet. The Company’s cloud-based product, Fraudlytic, is a secure platform that detects, analyzes and destroys bots while allowing consumer traffic to click and view digital advertisements. Fraudlytic’s suite of filters detects various permutations of digital advertising fraud, including cookie stuffing, advertisement stacking, and domain spoofing to allow advertisers to regain control of their advertising budget. Its software application has been uploaded to the Amazon cloud and the overall system runs over My Structured Query Language (MySql) instances using the Amazon storage area network (SAN) for storage of the data. Its TrueClick Compliance product includes the features of the basic TrueClick package with the addition of a selective online marketing feature, which is useful for regulated industries in state or federal compliance.
