Item 8.01 Other Events

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On October 19, 2017, Infrax Systems, Inc. (the “Company”) filed a Form 15 with the Securities and Exchange Commission to voluntarily deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended. The Company is eligible to deregister its common stock by filing a Form 15 under Section 12(g) of the Exchange Act because the Company has fewer than 300 holders of record of its securities. The Company’s obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) of the Exchange Act were suspended upon filing the Form 15. The deregistration under Section 12(g) of the Exchange Act is expected to be effective 90 days after filing the Form 15 at which time the Company’s other filing requirements under Section 13(a) of the Exchange Act will terminate.

The Company’s common stock is traded on the OTC Pink Market, operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities. For more information about the OTC Pink Market, please see The Company expects that its common stock will continue to be traded on the OTC Pink Market. We may up list to OTCQB at appropriate time.

The decision of the Company’s Board of Directors to deregister its common stock was based on the consideration of numerous factors, including the large costs of preparing and filing periodic reports with the SEC, the increased outside accounting, audit, legal and other costs and expenses associated with being a public company, the burdens placed on Company management to comply with reporting requirements, and the low trading volume in the Company’s common stock. Deregistration will allow the Company to allocate its resources into further developing its business plan and its product line.

After deregistration of the Company’s common stock is effective and its periodic reporting requirements are suspended, in the interim, the Company intends to continue to provide interim unaudited financial information and annual audited financial information through OTC Markets and by posting such information on its website located at Thereafter, The Company is planning on filing a RegA+ registration statement with SEC, under the Jobs Act, act as soon as practical to become a U.S. Reporting: SEC Reporting under Reg A.


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.

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