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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): April 16, 2015
GroGenesis, Inc.
(Exact name of registrant as specified in its charter)
Nevada 333-168337 42-1771870
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
Highway 79 North, Springville, TN 38256
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 855-691-4764
(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))
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF
CERTAIN OFFICERS.
DEPARTURE OF CHIEF FINANCIAL OFFICER
On April 24, 2015, Ron Evinou resigned as Chief Financial Officer of GroGenesis,
Inc. (the "Company"). Mr. Evinou had no disagreement with the Company in
connection with his resignation.
APPOINTMENT OF CHIEF FINANCIAL OFFICER
Effective April 24, 2015, the Board of Directors of the Company appointed its
current Chief Executive Officer, President, Secretary and Treasurer, Joseph
Fewer, to act as the interim Chief Financial Officer of the Company. To the
extent required by Item 5.02(c) of Form 8-K, the information regarding Mr. Fewer
included in the Company's Annual Report on Form 10-K for the fiscal year ended
May 31, 2014 (as filed with the Securities and Exchange Commission on October 7,
2014), is incorporated by reference herein pursuant to General Instruction B.3
of Form 8-K.
SECTION 8 - OTHER EVENTS
ITEM 8.01 OTHER EVENTS.
On April 16, 2015 the Company issued a press release announcing that it has
entered into a non-binding letter of intent with Hill Chemical, Inc. for the
purpose of sub-contracted blending, packaging and shipping of its AgraBlast and
AgraBlast liquid concentrate product lines. A copy of this press release is
attached hereto as Exhibit 99.1.
On April 23, 2015 the Company issued a press release announcing that it has
retained TDM Financial, the owner and operator of the SECFilings.com website, to
provide marketing, outreach, and management services. A copy of this press
release is attached hereto as Exhibit 99.2.
The information set forth under Item 8.01 of this Current Report on Form 8-K is
furnished and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, and shall not be deemed incorporated by
reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made
before or after the date hereof and irrespective of any general incorporation by
reference language in any filing.
Portions of this report constitute "forward-looking statements" defined by
federal law. Although the Company believes any such statements are based on
reasonable assumptions, there is no assurance that the actual outcomes will not
be materially different. Any such statements are made in reliance on the "safe
harbor" protections provided under the Private Securities Litigation Reform Act
of 1995. Additional information about issues that could lead to material changes
in the Company's performance is contained in the Company's filings with the
Securities and Exchange Commission and may be accessed at www.sec.gov.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Exhibit Description
----------- -------------------
99.1 Press Release dated April 16, 2015
99.2 Press Release dated April 23, 2015
2
SIGNATURE
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.
GROGENESIS, INC.
Date: April 28, 2015 By: /s/ Joseph Fewer
-----------------------------------------
Name: Joseph Fewer
Title: Chief Executive Officer and President
