Attached files
| file | filename |
|---|---|
| EX-10.2 - RESCISSION AGREEMENT AND MUTUAL RELEASE - GroGenesis, Inc. | grog_ex102.htm |
| EX-10.1 - RESCISSION AGREEMENT AND MUTUAL RELEASE - GroGenesis, Inc. | grog_ex101.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): July 11, 2016
GROGENESIS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
| 333-168337 |
| 42-1771870 |
| (State or other jurisdiction |
| (Commission |
| (IRS Employer |
| of incorporation) |
| File Number) |
| Identification No.) |
101 S. Reid Street, Suite 307
Sioux Falls, SD 57103
(Address of principal executive offices)
Registrant’s telephone number, including area code: (605) 836-3100
N/A
(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:
o
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
On July 11, 2016, Grogenesis, Inc. (the “Company) entered into a Rescission Agreement and Mutual Release (the “Rescission Agreements”) separately with two shareholders, whereby the shareholders agreed to rescind any business agreements, including existing consulting agreements, whether verbal or in writing, and in conjunction with such rescission, agreed to return an aggregate total of 5,500,000 shares of the Company’s Common Stock to the Company for cancellation. In conjunction with Rescission Agreements, the Company and the shareholders consented to a mutual release of any claims, current or contemplated.
The Rescission Agreements are attached hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. The following exhibits are furnished with this report:
| Exhibit No. | Description |
|
|
|
10.1 | Rescission Agreement and Mutual Release with Stephen Moseley |
| 10.2 | Rescission Agreement and Mutual Release with Helen Keenan |
2
SIGNATURE
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.
Dated: July 15, 2016
|
| GROGENESIS, INC. | |
|
|
| |
|
|
| |
|
| By: | /s/ Richard D. Kamolvathin |
|
|
| Name: Richard D. Kamolvathin |
|
|
| Title: Chief Executive Officer |
3