Attached files
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| EX-10.1 - MEMBERSHIP INTEREST PURCHASE AGREEMENT, DATED AUGUST 3, 2018 - GEX MANAGEMENT, INC. | gexm_ex101.htm |
| EX-99.1 - PRESS RELEASE, DATED AUGUST 6, 2018 - GEX MANAGEMENT, INC. | gexm_ex991.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
August 3, 2018
Date of
Report
(date
of earliest event reported)
GEX MANAGEMENT, INC.
(Exact
name of registrant as specified in its charter)
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Texas
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001-38288
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56-2428818
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(State
or other jurisdiction of incorporation or
organization)
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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12001 N. Central Expressway, Suite 825
Dallas, Texas 75243
(Address
of principal executive offices (zip code)
(877) 210-4396
(Registrant’s
telephone number, including area code)
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:
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[
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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[
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17CFR 240.13e(c))
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933(§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b of this chapter).
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Emerging
growth company [x]
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. [ ]
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Item
1.01.
Entry
into a Material Definitive Agreement
On August 3, 2018, GEX Management, Inc., a Texas corporation (the
“Company”), entered into a Membership Interest Purchase
Agreement (the “Purchase Agreement”) with Payroll
Express, LLC, a California limited liability company
(“Payroll Express”), pursuant to which the Company
purchased an additional 26% of the membership interests of
Payroll Express from Julia Hashemieh,
an individual residing in California, for a purchase price of (a)
$250,000, plus (b) warrants (the “Warrants”) to
purchase 2,000,000 shares of the Company’s common stock,
$0.001 par value per share (the “Common Stock”). As a
result of this transaction, the Company now owns a total of 51% of
the membership interests of Payroll Express.
Payroll Express is a Santa Clara, CA based professional services
firm that provides a wide array of back office and managed services
related to medical staffing needs for its healthcare clients that
includes clinical practices and Ambulatory Surgery Centers
(ASCs).
The
Warrants are exercisable for a period of 24 months from the date of
issuance. The Warrants provide for the purchase of shares of the
Company's Common Stock an exercise price of $1.06 per share. The
Warrants are exercisable for cash, or on a cashless basis. The
number of shares of Common Stock to be deliverable upon exercise of
the Warrants is subject to adjustment for subdivision or
consolidation of shares and other standard dilutive
events.
The foregoing summary of the terms of the Purchase Agreement does
not purport to be complete and is qualified in its entirety by
reference to the Purchase Agreement, a copy of which is attached as
Exhibit 10.1 to this report and incorporated herein by
reference.
Item
3.02.
Unregistered
Sales of Equity Securities.
Reference
is made to the disclosure set forth under Item 1.01 above, which
disclosure is incorporated herein by reference.
The
issuance of Warrants in connection with this transaction is exempt
from registration under Section 4(a)(2) and/or Rule 506 of
Regulation D as promulgated by the Securities and Exchange
Commission (the “SEC”) under of the Securities Act of
1933, as amended (the Securities Act”), as a transaction by
an issuer not involving any public offering.
Item 7.01.
Regulation FD Disclosure.
On August 3, 2018, the Company issued a press release with respect
to the signing of the Purchase Agreement. The press release is
attached to this report as Exhibit 99.1 and is incorporated herein
by reference.
The information in this Item 7.01 of this Form 8-K, including
Exhibit 99.1 attached hereto, is being furnished and shall not be
deemed “filed” for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”), nor shall it be deemed incorporated by reference in
any filing of ours under the Securities Act of 1933, as amended, or
the Exchange Act, whether made before or after the date hereof,
except as shall be expressly set forth by specific reference to
this Form 8-K in such filing.
This filing includes “forward-looking statements.” All
statements other than statements of historical facts included or
incorporated herein may constitute forward-looking statements.
Actual results could vary significantly from those expressed or
implied in such statements and are subject to a number of risks and
uncertainties. Although we believe that the expectations reflected
in the forward-looking statements are reasonable, we can give no
assurance that such expectations will prove to be correct. The
forward-looking statements involve risks and uncertainties that
affect our operations, financial performance, and other factors as
discussed in our filings with the Securities and exchange
Commission (“SEC”). Among the factors that could cause
results to differ materially are those risks discussed in the
periodic reports we file with the SEC, including our Annual Report
on Form 10-K for the year ended December 31, 2017. You are urged to
carefully review and consider the cautionary statements and other
disclosures made in those filings, specifically those under the
heading “Risk Factors.” We do not undertake any duty to
update any forward-looking statement except as required by
law.
ITEM
9.01.
Financial
Statements and Exhibits.
Exhibit
No.
Description
Membership Interest
Purchase Agreement, dated August 3, 2018
Press Release,
dated August 6, 2018
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be
signed on its behalf by the undersigned hereunto duly
authorized.
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GEX MANAGEMENT, INC.
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Dated: August 9,
2018
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By:
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/s/ Carl
Dorvil
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Name:
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Carl
Dorvil
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Title:
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Chief Executive
Officer
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