0001121781-17-000040.txt : 20170609 0001121781-17-000040.hdr.sgml : 20170609 20170609141646 ACCESSION NUMBER: 0001121781-17-000040 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170609 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170609 DATE AS OF CHANGE: 20170609 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEX MANAGEMENT, INC. CENTRAL INDEX KEY: 0001681556 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 562428818 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-213470 FILM NUMBER: 17902356 BUSINESS ADDRESS: STREET 1: 12001 N CENTRAL EXPRESSWAY STREET 2: SUITE 825 CITY: DALLAS STATE: TX ZIP: 75243 BUSINESS PHONE: 877-210-4396 MAIL ADDRESS: STREET 1: 12001 N CENTRAL EXPRESSWAY STREET 2: SUITE 825 CITY: DALLAS STATE: TX ZIP: 75243 8-K 1 gex8k6917.htm GEX MANAGEMENT, INC.

CURRENT REPORT FOR ISSUERS SUBJECT TO THE

1934 ACT REPORTING REQUIREMENTS

FORM 8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act

Date of Report (date of earliest event reported): June 9, 2017 (June 7, 2017)

GEX MANAGEMENT, INC.

(Exact name of registrant as specified in its charter)

Texas	333-213470	56-2428818
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

12001 N. Central Expy., 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:

[ ]	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 (17CFR 240.13e(c))

[ ]	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).

[ ]	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

GEX Management, Inc. (“GEX” or the “Company”) entered into a Line of Credit Promissory Note (“Promissory Note”) with the Company’s Chief Executive Officer, Carl Dorvil (“Mr. Dorvil”) on March 1, 2015. On April 11, 2017, Mr. Dorvil sold the Promissory Note to Agile Connections, LLC. (“Agile”), and on June 7, 2017 GEX entered into a Debt Conversion Agreement (“Debt Conversion Agreement”) with Agile. The terms of the Debt Conversion Agreement include the conversion of all the outstanding principal borrowed by the Company and the accrued interest under the Promissory Note totaling $345,744.26 for 115,248 shares of the Company’s common stock, restricted pursuant to Rule 144, as amended, at a conversion price of three dollars ($3.00) per share. Additionally, the Debt Conversion Agreement terminates the Promissory Note.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

	Exhibit No.	Description

	10.1	Line of Credit Promissory Note dated March 1, 2015 – incorporated herein by reference to Exhibit 10.1 to the Company’s Amendment No. 1 of its Form S-1 filed on October 7, 2016

	10.2	Debt Conversion Agreement Dated June 7, 2017

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.

GEX MANAGEMENT, INC.

By: /s/ Clayton Carter

Clayton Carter

Chief Financial Officer

Dated: June 9, 2017

EX-10.2 2 ex10two.htm DEBT CONVERSION AGREEMENT

Exhibit 10.2

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement is made as of this 7^th day of June, 2017, by and between GEX Management, Inc., a Texas corporation (hereafter “GEX” or the “Company”), located at 12001 N. Central Expressway, Suite 825, Dallas, Texas 75243, and Agile Connections, LLC, a Texas limited liability company located at 1601 Elm St., Dallas, Texas 75201 (hereafter “Agile”).

WITNESSETH:

WHEREAS:

GEX Management, Inc. (formerly known as Group Excellence Management (d/b/a MyEasyHQ) executed a Line of Credit Promissory Note with the Company’s Chief Executive Officer on March 1, 2015, referred to as the “Loan Agreement” for $1,000,000, a copy of which is attached hereto and made a part hereof for all purposes;

WHEREAS:

GEX has borrowed $317,186.66 as of June 7, 2017, and has accrued interest in the amount of $28,557.60;

WHEREAS:

Agile desires to convert the debt of $317,186.66 and accrued interest of $28,557.60 due under the Loan Agreement for a total of $345,744.26 in exchange for newly issued, common shares of GEX restricted pursuant to SEC Rule 144, as amended.

GEX and Agile hereby mutually agree to convert the debt of $317,186.66 and accrued interest of $28,557.60 due under the Loan Agreement in exchange for the issuance of the following restricted common shares in GEX Management, Inc.:

Agile Connections, LLC - 115,248 shares

II.

GEX and Agile hereby mutually agree to cancel the Loan Agreement as of the date first mentioned above.

IN WITNESS WHEREOF, the parties hereto have caused this Debt Conversion Agreement to be duly executed as of the date first written above.

GEX Management, Inc.

By: /s/ Clayton Carter

Clayton Carter, Chief Financial Officer

Agile Connections, LLC

By: /s/ Chris Sahliyeh

Chris Sahliyeh