Item 1.01. Entry into Material Definitive Agreement.

Merger Agreement

As previously disclosed in a Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on October 29, 2021 by Sollensys Corp (the "Company"), on October 26, 2021, the Company entered into a Merger Agreement ("Merger Agreement") by and among (i) the Company; (ii) S-CC Merger Sub, Inc., a wholly owned subsidiary of the Company ("S-CC Merger Sub"); (iii) S-Solutions Merger Sub, Inc., a wholly owned subsidiary of the Company ("S-Solutions Merger Sub"); (iv) Celerit Corporation ("Celerit"); (v) Celerit Solutions Corporation ("Celerit Solutions"); and (vi) Terry Rothwell (collectively, (i)-(v), the "Merger Parties").

Pursuant to the terms of the Merger Agreement, if the Merger did not close by January 31, 2022, the Merger Agreement would terminate.

As previously disclosed in a Current Report on Form 8-K filed with the SEC on February 3, 2022, by the Company, on January 28, 2022, the Merger Parties entered into an Amendment to Merger Agreement, dated as of January 28, 2022, pursuant to which the Merger Parties agreed to extend the closing deadline to March 31, 2022.

On March 31, 2022, the Merger Parties entered into the Second Amendment to Merger Agreement, dated as of March 31, 2022 (the "Second Amendment"), pursuant to which the Merger Parties agreed to extend the closing deadline to April 7, 2022. The Merger Parties agreed in principle to several changes and agreed to reasonably cooperate to amend the Merger Agreement to reflect their mutual intent.




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On April 7, 2022 (the "Closing Date"), the Merger Parties executed an Amended and Restated Merger Agreement (the "AR Merger Agreement"). On the terms and subject to the conditions set forth in the AR Merger Agreement, and subject further to acceptance of Articles of Merger filed on the Closing Date with the Secretary of State of Arkansas ("SOS AR"): (i) Celerit merged with and into S-CC Merger Sub (the "Celerit Merger"), and the separate corporate existence of S-CC Merger Sub ceased, with Celerit as the surviving corporation (the "Celerit Surviving Corporation"). (ii) Celerit Solutions merged with and into S-Solutions Merger Sub (the "Celerit Solutions Merger"), and the separate corporate existence of S-Solutions Merger Sub ceased, with Celerit Solutions as the surviving corporation (the "Celerit Solutions Surviving Corporation") (the Celerit Merger and Celerit Solutions Merger together, the "Mergers"). The Mergers shall have the effects set forth in the AR Merger Agreement and in the Arkansas Business Corporation Act of 1987 (the "ABCA"). On the Closing Date, SS-Merger Sub and S-Solutions Merger Sub filed Articles of Merger with the SOS AR, which are currently pending.

By virtue of, and simultaneously with, the Celerit Merger and without any further action (other than the acceptance by the SOS AR of the applicable Articles of Merger or as otherwise required pursuant to applicable law) on the part of the Merger Parties, at the effective time of the Mergers (the "Effective Time"): (a) the Celerit Merger was completed, (b) all the properties, rights, privileges, powers and franchises of Celerit and S-CC Merger Sub vested in the Celerit Surviving Corporation, (c) all debts, liabilities and duties of Celerit and S-CC Merger Sub became the debts, liabilities and duties of Celerit Surviving Corporation, and (d) all the rights, privileges, immunities, powers and franchises of Celerit (as the Celerit Surviving Corporation) continue unaffected by the Celerit Merger. The Articles of Incorporation of Celerit as in effect immediately prior to the Effective Time shall be the articles of incorporation of the Celerit Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable law; and the Bylaws of Celerit as in effect immediately prior to the Effective Time shall be the bylaws of Celerit Surviving Corporation until duly amended and restated in accordance with their terms and as provided by applicable law.

By virtue of, and simultaneously with, the Celerit Solutions Merger and without . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 hereof is incorporated by reference into this Item 2.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained in Item 1.01, to the extent applicable, is hereby incorporated by reference in this Item 3.02.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 7, 2022, Terry Rothwell was appointed to serve as a director of Sollensys, satisfying a closing condition of the AR Merger Agreement. Ms. Rothwell, age 70, is the Chief Executive Officer of Celerit. She founded the company as Technetics Corporation 40 years ago. The company was rebranded as Celerit, specializing in bank data services. Ms. Rothwell is a graduate of Arkansas Tech University, where she received a Bachelor of Science in Business Education. She is the recipient of numerous awards and honorary degrees. Ms. Rothwell has no familiar relationships with any other directors of executive officers of Sollensys. She does not serve as a director of any other corporations.




Item 7.01 Regulation FD.

On April 13, 2022, the Company issued a Press Release announcing the acquisition of a 5,044 sq. ft. data center facility in Little Rock, Arkansas. The Press Release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.

The information included in this Item 7.01, including Exhibit 99.1, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth under this Item 7.01 shall not be deemed an admission as to the materiality of any information herein.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired.

The audited financial statements of Celerit Solutions for the fiscal years ended December 31, 2021 and 2020, and the audited financial statements of Celerit for the fiscal years ended December 31, 2021 and 2020 are filed herewith as Exhibit 99.2 and 99.3, respectively, and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma consolidated financial information of the Company, Celerit Solutions and Celerit is filed herewith as Exhibit 99.4 and incorporated herein by reference.




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  (d) Exhibits.



Exhibit No.   Description
10.1            Merger Agreement, dated as of October 26, 2021, by and among the
              registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub, Inc., Celerit
              Corporation, Celerit Solutions Corporation, and Terry Rothwell
              (incorporated by reference to Exhibit 10.1 to the registrant's Current
              Report on Form 8-K filed with the SEC on October 29, 2021).
10.2            Amendment to Merger Agreement, dated as of January 28, 2022, by and
              among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub,
              Inc.; Celerit Corporation; Celerit Solutions Corporation; and Terry
              Rothwell (incorporated by reference to Exhibit 10.1 to the registrant's
              Current Report on Form 8-K filed with the SEC on February 3, 2022).
10.3            Second Amendment to Merger Agreement, dated as of March 31, 2022, by
              and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub,
              Inc.; Celerit Corporation; Celerit Solutions Corporation; and Terry
              Rothwell (incorporated by reference to Exhibit 10.3 to the registrant's
              Current Report on Form 8-K filed with the SEC on April 5, 2022).
10.4            Amended and Restated Merger Agreement, dated as of April 7, 2022, by
              and among the registrant, S-CC Merger Sub, Inc., S-Solutions Merger Sub,
              Inc.; Celerit Corporation; Celerit Solutions Corporation; and Terry
              Rothwell (incorporated by reference to Exhibit 10.4 to the registrant's
              Current Report on Form 8-K filed with the SEC on April 13, 2022).
10.5            Promissory Note issued April 7, 2022, by Sollensys Corp to Terry
              Rothwell in principal amount of $2,695,000,000 (incorporated by
              reference to Exhibit 10.5 to the registrant's Current Report on Form 8-K
              filed with the SEC on April 13, 2022).
10.6            Form of Real Estate Purchase Agreement, by and between Scare Holdings,
              LLC, Sollensys Corp, CRE Holdings, LLC, Terry Rothwell and George
              Benjamin Rothwell (incorporated by reference to Exhibit 10.6 to the
              registrant's Current Report on Form 8-K filed with the SEC on April 13,
              2022).
10.7            Executive Employment Agreement dated as of April 7, 2022, by and
              between Sollensys Corp and Terry Rothwell (incorporated by reference to
              Exhibit 10.7 to the registrant's Current Report on Form 8-K filed with
              the SEC on April 13, 2022).
10.8            Executive Employment Agreement dated as of April 7, 2022, by and
              between Sollensys Corp and Ron Harmon (incorporated by reference to
              Exhibit 10.8 to the registrant's Current Report on Form 8-K filed with
              the SEC on April 13, 2022).
10.9            Banking and Credit Union Services Agreement dated April 7, 2022, by
              and between Sollensys Corp and Celerit Corporation (incorporated by
              reference to Exhibit 10.9 to the registrant's Current Report on Form 8-K
              filed with the SEC on April 13, 2022).
10.10           Rothwell Sollensys Blockchain Archive Server Distributive Data Center
              Agreement (2 Units) dated April 7, 2022, by and among Terry Rothwell,
              George Rothwell and Sollensys Corp (incorporated by reference to Exhibit
              10.10 to the registrant's Current Report on Form 8-K filed with the SEC
              on April 13, 2022)
99.1            Press release of the registrant dated April 13, 2022 (incorporated by
              reference to Exhibit 99.1 to the registrant's Current Report on Form 8-K
              filed with the SEC on April 13, 2022).
99.2            Audited financial statements of Celerit Solutions Corporation for the
              years ended December 31, 2021 and 2021.
99.3            Audited financial statements of Celerit Corporation for the years
              ended December 31, 2021 and 2020.
99.4            Unaudited pro forma consolidated financial information.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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