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): ~~August~~October 2213, 2022

SOLLENSYS CORP

(Exact name of registrant as specified in its charter)

Nevada

000-56448

80-0651816

(State or other jurisdiction
of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1470 Treeland Blvd. SE

Palm Bay, Florida 32909

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (866) 438-7657

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:

☐	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 (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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-2 of this chapter).

Emerging growth company ☐

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. ☐

Item 1.01. Entry into a Material Definitive Agreement.

~~Rescission~~Securities Purchase Agreement

AsOn ~~previously~~October ~~disclosed~~13, ~~pursuant~~2022, toSollensys Corp (the ~~Amended~~“Company”) ~~and~~entered ~~Restated~~into ~~Merger~~a ~~Agreement~~Securities ~~dated~~Purchase asAgreement ~~of April 7, 2022~~ (the “~~Merger Agreement~~SPA”), bydated ~~and~~as ~~among~~of ~~S-CC~~October ~~Merger Sub~~13, ~~Inc. (“S-CC Merger Sub”)~~2022, aby ~~previously~~and abetween ~~wholly~~the ~~owned~~Company ~~subsidiary~~and ofAJB Capital ~~Sollensys~~Investments, ~~Corp~~LLC (“~~Sollensys~~AJB”)~~; SSolutions Merger Sub, Inc~~., ~~a previously~~Pursuant ato ~~wholly~~the ~~owned~~terms ~~subsidiary~~ of ~~Sollensys~~the ~~(“S-Solutions~~SPA, ~~Merger~~the ~~Sub”);~~Company ~~SCARE~~agreed ~~Holdings,~~to ~~LLC~~sell, aand ~~wholly~~AJB ~~owned~~agreed ~~subsidiary~~to purchase, ofupon ~~Sollensys~~the ~~(“SCARE”);~~terms ~~(iii)~~and ~~Celerit~~conditions ~~Corporation,~~set aforth ~~wholly~~in ~~owned~~the ~~subsidiary~~SPA, ~~of Sollensys~~ (~~“Celerit”~~i); ~~(iv) Celerit Solutions Corporation,~~ a ~~wholly~~10% ~~owned~~promissory ~~subsidiary~~note of ~~Sollensys~~the ~~(“Celerit~~Company ~~Solutions”);~~in ~~(v)~~the ~~Terry~~aggregate ~~Rothwell;~~principal ~~and~~amount ~~(vi)~~of ~~CRE Holdings~~$600,000 ~~LLC~~ (the “~~CRE~~Note”), ~~the~~convertible ~~parties~~following toan ~~the~~Event ~~Merger~~of ~~Agreement~~Default ~~undertook~~(as ~~certain~~defined ~~transactions,~~in ~~including~~ the ~~merger~~Note) ~~of Celerit with and~~ into ~~S-CC~~shares ~~Merger~~of ~~Sub,~~the ~~with~~Company’s ~~Celerit surviving,~~common ~~and~~stock, ~~the~~$0.001 ~~merger~~par ofvalue ~~Celerit~~per ~~Solutions~~share ~~with~~(the ~~and~~“Common ~~into S-Solutions Merger Sub~~Stock”), ~~with~~upon ~~Celerit~~the ~~Solutions~~terms ~~surviving,~~and insubject ~~which~~to ~~transactions~~the ~~Ms. Rothwell~~limitations ~~received~~and ~~certain~~conditions ~~consideration as~~ set forth in the ~~Merger~~Note; ~~Agreement,~~ and in(ii) ~~connection~~a ~~with~~warrant ~~which~~to ~~the~~purchase ~~parties~~up ~~entered~~to ~~into~~1,000,000 ~~certain other~~shares ~~agreements~~of ~~and~~the ~~certain~~Common ~~other~~Stock ~~transactions. Subsequent to entry into~~ (the ~~Merger Agreement~~“Warrant”), ~~the~~subject ~~parties~~to ~~determined that they would~~adjustments ~~unwind~~and ~~the~~limitations ~~transactions~~ as ~~set~~provided ~~forth~~ in the ~~Merger Agreement and in the other agreements entered into in connection therewith~~Warrant.

~~Accordingly,~~Pursuant onto ~~August 22, 2022,~~ the ~~Company~~terms ~~entered into~~of the ~~Rescission~~SPA, ~~Termination and Release Agreement (~~the ~~“Rescission Agreement”) by and among (i) the~~ Company, agreed ~~(ii)~~to ~~SCARE; (iii)~~pay ~~Celerit;~~to ~~(iv)~~AJB ~~Celerit~~as ~~Solutions;~~a ~~(v)~~commitment ~~Ms.~~fee ~~Rothwell;~~$410,000 (~~vi)~~the ~~Ron~~“Commitment ~~Harmon; and (vii~~Fee”) ~~CRE.~~by ~~Pursuant~~issuing to ~~the~~AJB ~~terms~~5,125,000 shares of ~~the~~Common ~~Rescission Agreement,~~Stock ~~the~~(subject ~~parties agreed~~ to ~~unwind~~adjustment ~~the transactions~~ as set forth in the ~~Merger~~SPA) ~~Agreement and in~~ (the ~~other~~“Commitment ~~agreements~~Fee ~~entered into in connection therewith~~Shares”), soreflecting asa toprice ~~place~~per ~~each~~share of ~~the~~$0.08. ~~parties~~If to the Note ~~Merger~~has ~~Agreement~~been repaid in ~~the~~full ~~position~~on ~~that~~or ~~they were as of immediately~~ prior to the ~~closing of~~Maturity ~~the~~Date ~~transactions~~(without asextension), ~~set~~the ~~forth~~Company inhas ~~and~~the asright ~~contemplated~~to byredeem 2,812,500 of the Commitment ~~Merger~~Fee ~~Agreement~~Shares ~~and~~for ~~the~~an ~~related~~aggregate ~~agreements~~of $1.00.

~~Pursuant~~The Company agreed to include the ~~terms~~Commitment Fee Shares in the next succeeding registration statement filed by the Company with respect to a public offering of the ~~Rescission~~Company’s ~~Agreement~~securities. If no such registration statement is filed or if the Company fails to include such shares in such registration statement, then no later ~~among~~than ~~other~~the ~~things~~date that is 90 days after October 13, 2022, the ~~parties~~Company agreed asto ~~follows:~~file a registration statement including all Commitment Fee Shares, and to cause such registration statement to be declared effective within 180 days after October 13, 2022.

~~(i)~~The ~~Sollensys~~SPA ~~agreed~~provides toAJB ~~transfer~~with a right of first refusal with respect to ~~Ms.~~future ~~Rothwell~~equity ~~one~~financings ~~share~~by the Company for a period of ~~Celerit~~12 ~~common~~months ~~stock;~~following the closing date.

~~(ii)~~The ~~Sollensys~~SPA ~~agreed~~contains tocustomary ~~transfer~~representations, towarranties, conditions ~~Ms.~~and ~~Rothwell~~indemnification ~~one~~obligations ~~share~~ of ~~Celerit~~the ~~Solutions common stock;~~parties.

~~(iii)~~10% ~~Ms.~~Convertible ~~Rothwell~~Promissory ~~agreed to transfer to Sollensys 4,000,000 shares of Sollensys common stock;~~Note

~~(iv)~~On MsOctober 13, 2022, the Company issued the Note, in the principal amount of $600,000, to AJB. ~~Rothwell~~Pursuant to the terms of the Note, the Company agreed to ~~resign~~pay ~~from~~to ~~any~~AJB ~~and~~the ~~all~~principal ~~positions~~amount of ~~with~~the ~~Sollensys~~Note, ~~including~~together aswith aguaranteed ~~member~~interest on the principal balance in the amount of ~~Sollensys~~10% per calendar year. The Note matures on April 13, 2023 (the “Maturity Date”); provided, however, that the Maturity Date may be extended at the Company’s ~~board~~sole discretion up to six months following the original Maturity Date. If the Maturity Date is extended, the interest rate will be 15% per annum for any period following the original Maturity Date, payable monthly. The Note has an original issue discount of ~~directors;~~$60,000. Accordingly, the purchase price of the Note was $540,000. Any amount of principal or interest on the Note that is not paid when due will bear interest at the rate of the lesser of (i) 18%, and (ii) the maximum amount permitted under law from the due date thereof until the same is paid.

The Note is convertible, subject to a 4.99% equity blocker, in the event of a default, as provided in the Note, into Common Stock at a conversion price (vthe “Conversion Price”) equal ~~Donald~~to ~~Beavers~~the ~~agreed~~VWAP (i) during the previous 10 trading day period ending on the date of issuance of the Note, or (ii) during the previous 10 trading day period ending on the conversion date, whichever is lower. If the Common Stock is not deliverable by DWAC, an additional 10% discount will apply for all future conversions until DWAC delivery becomes available. If the Common Stock is “chilled” for deposit into the DTC system and only eligible for clearing deposit, an additional 15% discount will apply for all future conversions until such chill is lifted. Additionally, if the Company ceases to ~~resign~~be a reporting company pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or if the Note cannot be converted into free trading shares after 181 days from the issue date (other than as a ~~director~~result ~~and~~of ~~officer~~AJB’s status as an affiliate of ~~Celerit~~the ~~and~~Company), ~~Celerit~~an ~~Solutions;~~additional 15% discount will be attributed to the conversion price.

~~(vi) Anthony Nolte agreed to resign as a director and officer of Celerit and Celerit Solutions; and~~2

While the Note is outstanding, each time any third party has the right to convert monies owed to that third party into Common Stock (~~vii)~~or ~~Sollensys~~receive ~~agreed~~shares pursuant to a settlement or otherwise), at a discount to market greater than the Conversion Price in ~~connection~~effect ~~with~~at ~~its~~that ~~withdrawal~~time ~~from~~(prior ~~Celerit~~to ofall another ~~aggregate~~applicable ofadjustments ~~$605~~in the Note),~~000~~ then ~~following~~AJB, in its sole discretion, may utilize such greater discount percentage (prior to all applicable adjustments in this Note) until the ~~closing~~Note ofis no longer outstanding. While the ~~Merger~~Note ~~Agreement~~is outstanding, toeach ~~issue~~time toany ~~Celerit~~third party has a ~~promissory~~look ~~note~~back period greater than the look back period in effect under the ~~principal~~Note ~~amount~~at ofthat ~~$605~~time,~~000,~~ ~~accruing~~then ~~interest~~AJB, atin ~~the~~its ~~rate~~sole ofdiscretion, 7%may ~~per~~utilize ~~annum~~such ~~and~~greater ~~due~~number onof ~~September~~look ~~30,~~back ~~2022~~days until (the ~~“Celerit~~ Note”) is no longer outstanding.

InUpon ~~addition~~the occurrence of certain events of default specified in the Note, ~~pursuant~~including, but not limited to, a failure to honor a conversion request, failure to maintain the ~~terms~~Company’s quotation, ofor the ~~Rescission~~Company’s failure to comply with its obligations under Exchange Act, all amounts owed to AJB under the Note, including ~~Agreement~~default interest if any, shall then become due and payable. Further, if the ~~parties~~Company ~~agreed~~fail to ~~terminate:~~maintain its quotation, fails to comply with its obligations under the Exchange Act, or loses the “bid” price for its common stock for a period of five days after written notice thereof to the Company, after the nine-month anniversary of the Note, then the principal amount of the Note will increase by $15,000 and AJB will be entitled to use the lowest trading price during the delinquency period as a base price for the conversion and the Conversion Price will be redefined to mean 40% multiplied by the Conversion Price, subject to adjustment as provided in the Note.

~~(i)~~Common ~~The~~Stock ~~Executive~~Purchase ~~Employment Agreement, dated as of April 7, 2022, by and between Sollensys and Ms. Rothwell (the “Rothwell Employment Agreement”), except as set forth in the Rescission Agreement;~~Warrant

~~(ii)~~Pursuant ~~The~~to ~~Executive~~the ~~Employment~~terms ~~Agreement~~of the Warrant, ~~dated~~AJB asmay purchase ofup ~~April~~to 71, ~~2022~~000,000 byshares ~~and~~of ~~between~~Common ~~Sollensys~~Stock ~~and~~at ~~Mr.~~an ~~Harmon~~exercise ~~(the~~price ~~“Harmon~~per ~~Employment~~share ~~Agreement”)~~of $0.15, ~~except~~subject to adjustment as set forth in the ~~Rescission~~Warrant, for ~~Agreement;~~a period ending on October 13, 2027. Exercises are subject to a 4.99% equity blocker.

~~(iii)~~ The ~~Rothwell~~Company ~~Sollensys~~also ~~Blockchain~~agreed ~~Archive~~to ~~Server~~include ~~Distributive~~the ~~Data~~shares exercisable ~~Center~~upon ~~Agreement~~exercise (2of ~~Units),~~the ~~dated~~Warrant asin a registration statement filed by the Company with respect to a public offering of ~~April~~the 7Company’s securities. If no such registration statement is filed or if the Company fails to include such shares in the registration statement, then no later than the date that is 90 days after October 13, 2022, bythe ~~and~~Company ~~among~~will ~~Sollensys,~~file ~~Ms.~~a ~~Rothwell~~registration ~~and~~statement ~~George~~including ~~Benjamin~~all ~~Rothwell~~shares (issuable upon exercise of the ~~“Blockchain~~Warrant ~~Archive~~and ~~Server~~will ~~Agreement”);~~cause the registration statement to be declared effective within 180 days after October 13, 2022.

~~(iv)~~ The ~~Promissory~~shares ~~Note~~of Common Stock to be issued byunder the ~~Sollensys~~SPA, tothe ~~Ms.~~Note ~~Rothwell~~and onthe ~~April~~Warrant 7have been, ~~2022~~and (will be, sold pursuant to an exemption from the ~~“Rothwell~~registration ~~Note”~~requirements under Section 4(a);(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder. AJB is an accredited investor who has purchased the securities as an investment in a private placement that did not involve a general solicitation.

~~(v)~~Security ~~The Banking and Credit Union Services~~ Agreement~~, dated as of April 7, 2022, by and between Sollensys and Celerit (the “Banking Agreement”);~~

~~(vi)~~In ~~The~~connection ~~Real~~with ~~Estate~~entry ~~Purchase~~into the SPA and issuance of the Note, on October 13, 2022, the Company entered into a Security Agreement, dated as of ~~March~~October 2413, 2022, by and ~~among~~between ~~Sollensys~~the Company and AJB (the “Security Agreement”). Pursuant to the terms of the Security Agreement, ~~SCARE~~the Company agreed to grant to AJB an unconditional and continuing first priority security interest in all of the assets and property of the Company to secure the prompt payment, performance ~~CRE~~and discharge in full of all of the Company’s obligations under the Note, ~~Ms.~~the ~~Rothwell~~SPA and ~~Mr.~~the ~~Rothwell~~other ~~(the~~documents ~~“Real~~executed ~~Estate~~in connection ~~Purchase~~with ~~Agreement”)~~the SPA.

The ~~Rescission~~Security Agreement contains ~~certain~~customary ~~mutual~~representations, ~~releases~~warranties, ~~and~~ covenants, ~~representations~~ and ~~warranties~~indemnification ~~customary~~obligations ~~for an agreement~~ of ~~this~~the ~~type~~Company.

The foregoing summary of the ~~Rescission~~SPA, the Note, the Warrant, and the Security Agreement is qualified in its entirety by the terms of the ~~Rescission~~SPA, the Note, the Warrant, and the Security Agreement, copies of which isare filed as ~~Exhibit~~Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and isare incorporated herein by reference.

Promissory Note

On August 22, 2022, Sollensys issued the Celerit Note, in the principal amount of $605,000, to Celerit. The Celerit Note bears simple interest at a rate of 7% per annum to the maturity date, September 30, 2022, or such earlier date as the Celerit Note may be paid pursuant to the terms of the Celerit Note. There is no penalty or premium for prepayment. In the Event of Default (as defined in the Celerit Note), Celerit may, at its option, declare the entire indebtedness under the Celerit Note immediately due and payable.

The foregoing summary of the Celerit Note is qualified in its entirety by the terms of the Celerit Note, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On August 26, 2022, the following agreements were terminated, except as set forth in the Rescission Agreement: (i) the Rothwell Employment Agreement, (ii) the Harmon Employment Agreement, (iii) the Blockchain Archive Server Agreement, (iv) the Rothwell Note, (v) the Banking Agreement, and (vi) the Real Estate Purchase Agreement. The information set forth under Item 1.01 hereof, to the extent applicable, is incorporated herein by reference.

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

The information regarding the Note contained in Item 1.01 is hereby incorporated by reference in this Item 2.03.

~~Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~3

~~Pursuant~~Item ~~to the terms of the Rescission Agreement, effective August 22, 2022, Ms~~9. ~~Rothwell resigned as a member of Sollensys’ board of Directors~~01. ~~Effective~~Financial ~~August~~Statements ~~23, 2022, Anthony Nolte resigned as a member of Sollensys’ board of directors. Ms. Rothwell’s~~ and MrExhibits. ~~Nolte’s resignations are not because of a disagreement with Sollensys on any matter relating to Sollensys’ operations, policies or practices.~~

~~Item~~(d) ~~9.01. Financial Statements and~~ Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Securities Purchase Agreement, dated as of October 13, 2022, by and between the registrant and AJB Capital Investments, LLC.
10.2		Promissory Note issued on October 13, 2022 by the registrant to AJB Capital Investments, LLC.
10.3		Common Stock Purchase Warrant dated October 13, 2022.
10.4		Security Agreement, dated as of October 13, 2022, by and between the registrant and AJB Capital Investments, LLC.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
10.1		Rescission, Termination and Release Agreement, dated as of August 22, 2022, by and among the registrant, SCARE Holdings, LLC, Celerit Corporation, Celerit Solutions Corporation, Terry Rothwell and Ron Harmon.
10.2		Promissory Note issued August 22, 2022, by Sollensys Corp to Celerit Corporation.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2SIGNATURES

~~SIGNATURES~~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.

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.

	Sollensys Corp

Date: October 19, 2022	By:	/s/ Donald Beavers
		Donald Beavers
		Chief Executive Officer

	Sollensys Corp
Date: August 26, 2022	By:	/s/ Donald Beavers
		Donald Beavers
		Chief Executive Officer

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