GenFlat Holdings Files 8-K with Corporate Updates

TL;DR

GenFlat Holdings filed an 8-K detailing changes to its board, bylaws, and ethics code.

AI Summary

GenFlat Holdings, Inc. filed an 8-K on September 26, 2025, reporting material modifications to security holder rights, changes in directors and officers, amendments to its articles of incorporation, and updates to its code of ethics. The filing also includes financial statements and exhibits. The company was formerly known as Healthcare Business Resources, Inc. and changed its name on December 16, 2019.

Why It Matters

This 8-K filing indicates significant corporate governance and structural changes within GenFlat Holdings, Inc., which could impact its operations and investor relations.

Risk Assessment

Risk Level: low — The filing is a routine corporate disclosure and does not appear to contain immediate negative financial or operational news.

Key Players & Entities

• GenFlat Holdings, Inc. (company) — Registrant
• Healthcare Business Resources, Inc. (company) — Former company name
• September 24, 2025 (date) — Earliest event reported
• September 26, 2025 (date) — Date of report
• December 16, 2019 (date) — Date of name change

FAQ

Key Financial Figures

• $180,000 — provides that Mr. Hall's base salary is $180,000 per year. Upon completion of the Compan
• $275,000 — Mr. Hall's base salary will increase to $275,000 per year and he will be eligible for an
• $137,500 b — gible for an annual cash bonus of up to $137,500 based on the achievement of certain Compa
• $150,000 — provides that Mr. Hall's base salary is $150,000 per year. Upon completion of the Public
• $175,000 — des that Mr. Benz's base salary will be $175,000 per year and he will be eligible for an
• $87,500 b — gible for an annual cash bonus of up to $87,500 based on the achievement of certain Compa
• $150M — and real estate. He has managed roughly $150M to $1.5B annually, with extensive audit
• $1.5B — estate. He has managed roughly $150M to $1.5B annually, with extensive audit experien
• $25,000 — hall receive an annual cash retainer of $25,000 for their service on the Board. The non
• $5,000 — receive an additional cash retainer of $5,000. The Chairman of any Committee shall re
• $10,000 — s: (i) Chairman of the Audit Committee: $10,000; (ii) Chairman of the Compensation Comm
• $500 — ttended as follows: (i) Board meetings: $500 for each meeting attended; (ii) Committ

Filing Documents

• genflat_8k.htm (8-K) — 65KB
• genflat_ex0301.htm (EX-3.1) — 199KB
• genflat_ex1001.htm (EX-10.1) — 84KB
• genflat_ex1002.htm (EX-10.2) — 87KB
• genflat_ex1003.htm (EX-10.3) — 89KB
• genflat_ex1004.htm (EX-10.4) — 87KB
• genflat_ex1401.htm (EX-14.1) — 45KB
• 0001683168-25-007254.txt ( ) — 953KB
• gflt-20250924.xsd (EX-101.SCH) — 3KB
• gflt-20250924_lab.xml (EX-101.LAB) — 33KB
• gflt-20250924_pre.xml (EX-101.PRE) — 22KB
• genflat_8k_htm.xml (XML) — 3KB

03 Material Modification To Rights Of Security Holders

Item 3.03 Material Modification To Rights Of Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

02 Departure of Directors or Certain Officers;

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. New Employment Agreement with Chief Executive Officer On September 24, 2025, the Company entered into a written employment agreement with Mr. Drew Hall as Chief Executive Officer. The employee agreement provides that Mr. Hall's base salary is $180,000 per year. Upon completion of the Company's anticipated public offering of securities made pursuant to the Company's Form S-1 Registration Statement expected to be filed with the U.S. Securities and Exchange Commission (the " Public Offering "), Mr. Hall's base salary will increase to $275,000 per year and he will be eligible for an annual cash bonus of up to $137,500 based on the achievement of certain Company's objectives, as set forth in his employee agreement and at the discretion of the Compensation Committee of the Board of Directors, in addition to any other equity and bonus compensation to be determined by the Compensation Committee of the Board of Directors from time to time at its sole discretion. Mr. Hall shall be entitled to participate in and receive benefits from all of the Company's employee benefit plans that are now, or in the future, may be maintained by the Company for its employees, including, without limitation, the Company's health insurance plan. In the event that Mr. Hall leaves the Company's employment for Good Reason (as defined in his employment agreement) or if the Company terminates his employment without Cause (as defined in his employment agreement), Mr. Hall will be entitled to receive a severance payment equal to twelve (12) months of his base compensation as provided for in his employment agreement. Mr. Hall also serves as a member of the Company's Board of Directors (the " Board " or " Board of Directors ") with no additional compensation. The description of Mr. Drew Hall's employee agreement is not complete and is qualified i

03 Amendments To Articles Of Incorporation Or Bylaws; Change

Item 5.03 Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year. Amendment and Restatement of Bylaws On September 24, 2025 and effective as of such date, the Board of Directors amended and restated the Company's bylaws (the " Bylaws ") in accordance with the Bylaws, primarily to: 1. Reflect the Company's GenFlat Holdings, Inc. name. 2. Amend Section 2.07 to provide that at each meeting of the stockholders, one-third (33.3%) of the voting power of the shares of the Company entitled to vote at the meeting, present in person or represented by proxy, shall constitute a quorum. Prior to the amendment, a majority in voting power of the shares of the Company entitled to vote at the meeting, present in person or represented by proxy, constituted a quorum. 3. Amend Section 2.14 to provide for action by stockholder consent in lieu of a meeting. Prior to the amendment, Section 2.14 was not consistent with the Company's Certificate of incorporation, as amended, and the provisions of Delaware General Corporation Law 228. 4. Amend Section 7.06 to provide that the federal district court for the District of Delaware shall be the sole and exclusive forum for (i) any actions, claims or proceedings brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, unless the Company consents in writing to the selection of an alternative forum; or (ii) any other claim for which the federal courts have exclusive jurisdiction. The summary of the Bylaws set forth above does not purport to be complete and is qualified in its entirety by reference to the Bylaws attached hereto as Exhibit 3.1 , which is incorporated herein by reference.

05 Amendments to the Registrant's Code of Ethics, or Waiver

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On September 24, 2025 and effective as of such date, the Board of Directors adopted a new Code of Ethics and Business Conduct (the " Code ") applicable to all directors, officers and employees of the Company. The Company intends to post any amendments to or any waivers from a provision of the Code on its website. A copy of the Code can be found on the Company's website under Investor Information at https://www.genflat.com/investor-information/. The full text of the Code which is included as Exhibit 14.1 to this Current Report on Form 8-K and incorporated herein by reference. 6

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1* Amended and Restated Bylaws – 09/24/2025 10.1 *+# Employment Agreement – Drew D. Hall dated 09/24/2025 10.2* +# Employment Agreement – Garrett R. Hall dated 09/24/2025 10.3 *+# Employment Agreement – Matthew J. Albanese dated 09/24/2025 10.4 *+# Employment Agreement – William R. Benz dated 09/24/2025 14.1* Code of Ethics and Business Conduct - 09/24/2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Filed Herewith + Indicates a management contract or any compensatory plan, contract or arrangement. # Certain provisions redacted 7

SIGNATURES

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. GENFLAT HOLDINGS, INC. Dated: September 26, 2025 By: /s/ Drew D. Hall Name: Drew D. Hall Title: Chief Executive Officer 8

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View this 8-K filing on SEC EDGAR