Saint Petersburg, FL, Nov. 20, 2017 (GLOBE NEWSWIRE) -- Infrax Systems (OTC:IFXY), a global provider of Internet of Things, Blockchain development and ICO consulting, announces today that on November 7, 2017, Infrax implemented a holding company reorganization pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of November 1, 2017, among Infrax, Crypto and Crypto SUB Inc., a Nevada corporation (“Merger Sub”), which resulted in Crypto owning all of the outstanding capital stock of Infrax. Pursuant to the Crypto Merger, Merger Sub, a direct, wholly owned subsidiary of Crypto and an indirect, wholly owned subsidiary of Infrax, merged with and into Infrax, with Infrax surviving as a direct, wholly owned subsidiary of Crypto. Each share of each class of Infrax stock issued and outstanding immediately prior to the Crypto Merger automatically converted into an equivalent corresponding share of Crypto stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Infrax stock being converted. Accordingly, upon consummation of the Crypto Merger, Infrax’s stockholders immediately prior to the consummation of the Crypto Merger became stockholders of Crypto. The stockholders of Infrax will not recognize gain or loss for U.S. federal income tax purposes upon the conversion of their shares in the Crypto Merger.
The Crypto Merger was conducted pursuant to NRS 92A.180, 92A.200, NRS 92A.230 and NRS 92A.250 of the General Corporation Law of the State of Nevada (the “MCED”), which provides for the formation of a holding company without a vote of the stockholders of the constituent corporation. The conversion of stock occurred automatically without an exchange of stock certificates. After the Crypto Merger, unless exchanged, stock certificates that previously represented shares of a class of Infrax stock now represent the same number of shares of the corresponding class of Crypto stock. Following the consummation of the Crypto Merger, Crypto Class A shares continue to trade on the OTC Market on an uninterrupted basis under the symbol “IFXY” until the new symbol change is in effect by FINRA and respectively with new CUSIP numbers (for Crypto Class A shares). Immediately after consummation of the Crypto Merger, Crypto will be, on a consolidated basis, a cryptocurrency and blockchain investor and developer. As a result of the Crypto Merger, Crypto became the successor issuer to Infrax and Infrax will become a private subsidiary of Cryptocurrency Corp.
Upon consummation of the Crypto Merger, each share of each class of Infrax stock issued and outstanding immediately prior to the Crypto Merger automatically converted into an equivalent corresponding share of Crypto stock, having the same designations, rights, powers and preferences and the qualifications, limitations and restrictions as the corresponding share of Infrax stock that was converted.
Post merger and name change, Cryptocurrency Corp to invest in Crypto assets, provide blockchain technology consulting and ICO services. Currently, the Company has signed contract with three companies on ICO consulting and services, as combined, raising millions of dollars in funds.