Current Report Filing (8-k)
September 19 2014 - 5:06PM
Edgar (US Regulatory)
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): 9/15/2014
Commission file number: 000-54046
![[grpx8k_091914apg001.jpg]](grpx8k_091914apg001.jpg)
GREENPLEX SERVICES, INC.
(Exact name of small business issuer as specified in its charter)
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Nevada | | 27-0856924 |
(State or other jurisdiction | | (IRS Employer |
of incorporation or organization) | | Identification No.) |
2525 East 29th Ave.
Suite. 10-B
Spokane, WA 99223
(Address of principal executive offices)
(208) 591-32810
(Registrants telephone number)
_____________
(Former name or former address, if changed since last report)
|
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(17CFR240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c)) |
Items to be Included in this Report
ITEM 1.01 Entry into a Material Definitive Agreement
Shares Purchased
On September 15, 2014, GreenPlex Services, Inc. (GreenPlex) entered into a definitive stock purchase agreements with three unaffiliated accredited investors who collectively purchased 400,000 shares of restricted common stock at $0.15 per share for an aggregate of $60,000. In addition to the issuance of the restricted common stock, the company issued 200,000 three year stock purchase warrants which have an exercise price of $0.60 per share.
There were no fees, commissions or professional fees for services rendered in connection with the sale of the common stock and warrants. The transaction was arranged and undertaken by the officers of GreenPlex.
Additional Funds Provided to C.S. Analytics LLC
On September 15, 2014, Greenplex paid C.S. Analytics, LLC an additional $40,000 option fee with regard to the original option agreement dated March 23, 2014. An aggregate of $210,000 in option fees have been paid by GreenPlex, plus a loan in the amount of $20,000, for a total of $230,000 which is creditable towards the first tranche of capital contribution due from GreenPlex at the closing of the Joint Venture. These funds are non-refundable if the Joint Venture is not formalized. GreenPlex paid a $50,000 option fee with regard to the original option agreement, then paid an additional $120,000 to extend the option period from May 26, 2014 to October 1, 2014.
The aggregate of $210,000, plus $20,000 in loans, which will be forgiven, will all be creditable toward the first tranche of the capital contribution due from GreenPlex at the closing of the Joint Venture, but $210,000 is non-refundable if the Joint Venture is not formalized. The purpose of the Joint Venture is to operate a cannabis testing facility in Pullman, Washington, and to expand to other states. The Option to Enter a Joint Venture filed was attached as Exhibit 10.1 to the 8-K filed by the company on March 28, 2014. C.S. Analytics, LLC is based in Temecula, California and is the only ISO/IEC 17925-2005 accredited cannabinoid profiling laboratory in the United States. C.A. Analytics, LLC is accredited in accordance with the recognized International Standard ISO/IEC 17025-2005 and this accreditation demonstrates technical competence for a defined scope and operation of a laboratory quality management system.
Item 3.02. Unregistered Sales of Securities.
On September 15, 2014, Greenplex Services, Inc. (GreenPlex) entered into a definitive stock purchase agreements with two unaffiliated accredited investors who collective purchased 400,000 unregistered shares of Par Value ($0.0001) common stock from its treasury at $.15 per share in exchange for a total of $60,000 cash. In addition to the issuance of the restricted common stock, the company issued 200,000 three year stock purchase warrants which have an exercise price of $.60 per share. The Company sold these restricted shares to further capitalize the Company in order to pay operating expenses and to assist in executing it business plan.
GreenPlex is relying on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, for sales to accredited investors (as such term is defined in Rule 501 of Regulation D). Each purchaser has represented to the Company that they are an accredited investor. We believed that Section 4(2) was available because the offer and sale did not involve a public offering and there was not general solicitation, general advertising involved in the offer or sale and no fees were paid in connection with the transaction.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits:
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| 10.1 | Form of Securities Purchase Agreement, entered into by the Company on September 15, 2014. (Incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 8, 2014) |
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| 10.2 | Amended Option to Joint Venture agreement with C.S. Analytics LLC dated September 15, 2014 |
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SIGNATURE(S)
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.
Greenplex Services, Inc. (Registrant)
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Date: September 19, 2014 By: /s/ Victor T. Foia Victor T. Foia President and CEO |
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EXHIBIT 10.2
Third Extension to the Option to Enter into a Joint Venture
This Third Extension to the Option to Enter a Joint Venture (Extension) dated September 15, 2014 is granted by C.S. Analytics, LLC (CSA) as Optionor and Greenplex Services, Inc. (GSI)as Optionee.
Recitals
CSA and GSI entered into an Extension to the Option to Enter into a Joint Venture on May 24, 2014 which expired July 31, 2014. Both parties wish to extend the option period until October 01, 2014
NOW, THEREFORE, the parties covenant and agree as follows:
Extension Fee: The Extension Fee (Fee) shall be Forty Thousand Dollars ($40,000) due and payable upon execution of this agreement. The Fee will be non-refundable and will be deemed earned at the time of the payment. In the event that GSI properly exercises the option as provided for in the Option Agreement, the Fee will be deemed to be part of the capital contribution by GSI.
Expiration Date: This Extension shall expire at 5 P.M. PDT on October 01, 2014 and shall no longer have any force and effect.
All other terms and conditions of the Option Agreement shall remain unchanged.
IN WITNESS WHEREOF, the Parties have executed this Extension as of the day and year first written above.
Greenplex Services, Inc.
By: /s/ Victor T. Foia
Victor T. Foia
CEO
Greenplex Services (PK) (USOTC:GRPX)
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