INFRAX SYSTEMS, INC. (OTCMKTS:IFXY) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets.
Adoption of Agreement and Plan of Merger and Consummation of Holding Company Reorganization
On November 7, 2017, Infrax implemented a holding company reorganization to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2017, among Infrax, Crypto and NUV SUB Inc., a Nevada corporation (“Merger Sub”), which resulted in Crypto owning all of the outstanding capital stock of Infrax. to the Crypto Merger, Merger Sub, a direct, wholly owned subsidiary of Crypto and an indirect, wholly owned subsidiary of Infrax, merged with and into Infrax, with Infrax surviving as a direct, wholly owned subsidiary of Crypto. Each share of each class of Infrax stock issued and outstanding immediately prior to the Crypto Merger automatically converted into an equivalent corresponding share of Crypto stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Infrax stock being converted. Accordingly, upon consummation of the Crypto Merger, Infrax’s stockholders immediately prior to the consummation of the Crypto Merger became stockholders of Crypto. The stockholders of Infrax will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the Crypto Merger.
The Crypto Merger was conducted to NRS 92A.180, 92A.200, NRS 92A.230 and NRS 92A.250 of the General Corporation Law of the State of Nevada (the “MCED”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock occurred automatically without an exchange of stock certificates. After the Crypto Merger, unless exchanged, stock certificates that previously represented shares of a class of Infrax stock now represent the same number of shares of the corresponding class of Crypto stock. Following the consummation of the Crypto Merger, Crypto ClassA shares continue to trade on the OTC Market on an uninterrupted basis under the symbol “IFXY” until the new symbol change is in effect by FINRA and respectively with new CUSIP numbers (for Crypto ClassA shares). Immediately after consummation of the Crypto Merger, Crypto will be, on a consolidated basis, a cryptocurrency and blockchain investor and developer. As a result of the Crypto Merger, Crypto became the successor issuer to Infrax and Infrax will become a subsidiary of Cryptocurrency Corp.
Cryptocurrency Corp., through its business units, invests in Crypto assets, Provides Blockchain Technology Consulting, ICO Consulting Services, Tokenization of Asset Funds & IoT Related Intelligence & Security Based on Blockchain.
Infrax Systems is intending to concentrate on IoT technology development using blockchain (IOTA).
Item 9.01 Financial Statements and Exhibits
(d)Exhibits
| Exhibit No. | Description |
| 1.1 | Agreement and Plan of Merger, dated November 1, 2017. |
INFRAX SYSTEMS, INC. ExhibitEX-1 2 cryptoifxymergerv2.htm EXHIBIT MERGER DOCUMENT Exhibit 1.1 AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (the “Agreement”),…To view the full exhibit click here
About INFRAX SYSTEMS, INC. (OTCMKTS:IFXY)
Infrax Systems, Inc. focuses on the Smart Grid energy sector. It creates a unified solution path to manage Advanced Metering Infrastructure (AMI) and other Smart Grid optimization applications, such as substation and distribution automation. Its product portfolio provides Network Transport and Management, Secure Intelligent Devices, and Grid Optimization, all integral components of a Smart Grid solution. Through its wireless broadband business unit, Infrax Networks, it provides outdoor mesh-relay-based wireless broadband networks used by customers as the metro-scale Internet Protocol (IP) foundation upon which to run one or many applications. Its networks are used by electric utilities to build networks that deliver the high bandwidth and low latency required for deploying smart grids. Its Secure Network Interface Card (SNIC) and GRid Intrusion Management (GRIM) systems provide a Cyber Security platform, which prevents unwarranted intrusion into any part of the electrical grid.
