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): June 16, 2020 

GREENBOX POS

(Exact name of registrant as specified in its charter)

Nevada	001-34294	22-3962936
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

8880 Rio San Diego Dr, Suite 102

San Diego, CA 92108

(Address of Principal Executive Office) (Zip Code)

(619) 631-8261

(Registrant’s telephone number, including area code)

(Former Name or 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 checkmark 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.

On June 16, 2020, GreenBox POS, a Nevada corporation (the “Company”) executed a Settlement Agreement and General Release (“Settlement Agreement”) with Vista Capital Investments, LLC (“Vista”).

In March 2019, the Company issued Vista a convertible promissory note in the principal amount of $500,000 in exchange for Vista lending the Company $375,000 (the “Note”). The amount outstanding pursuant to the Note, as of June 10, 2020, was $521,212.80.

Pursuant to the Settlement Agreement, the Company agreed to pay $450,000 to Vista in full settlement of the Note (the “Settlement Amount”) with $225,000 to be paid on or before June 19, 2020 and $225,000 to be paid on or before July 19, 2020. Upon the payment of the Settlement Amount, Vista will fully release the Company from any and all claims.

Item 1.01 of this Current Report on Form 8-K contains only a brief description of the material terms of the Settlement Agreement and does not purport to be a complete description of the rights and obligations of the parties thereunder, and such description is qualified in its entirety by reference to the full text of the Settlement Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

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

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03. 

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit Number	Description
10.1	Settlement Agreement, executed June 16, 2020

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. 

	GREENBOX POS
Date: June 18, 2020	By:	/s/ Ben Errez
		Name: Ben Errez
		Title: Executive Vice President