Sec Form 13D Filing - Balance Labs Inc. filing for OPENLOCKER HOLDINGS, INC (OLKR) - 2021-09-10

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

W TECHNOLOGIES, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001

(Title of Class of Securities)

 

92934S502

(CUSIP Number)

 

Michael D. Farkas

President, Chief Executive Officer, Chief Financial Officer

Balance Labs, Inc.

407 Lincoln Road, Suite 701

Miami Beach, Florida 33139

Phone: (305) 907-7600

 

With Copies to:

Gregory Sichenzia, Esq.

Sichenzia Ross Ference LLP

1185 Avenue of the Americas, 31^st Floor

New York, New York 10036

Tel: (212) 930-9700

 

June 15, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies ae to be sent.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP No. 92934-S502

13D

Page 2 of 5

 

1.	Name of Reporting Persons. I.R.S. Identification Nos. of above Persons (Entities Only) Balance Labs, Inc. (“Balance Labs”). See (a) below. 47-1146785
2.	Check the Appropriate ox if a Member of a Group (See Instructions)   (a) ☐ (b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions) AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). ☐
6.	Citizenship or Place of Organization: Delaware

Number of      Shares Beneficially Owned by Each Reporting Person With	7.	Sole Voting Power   119,584,736 See (a) below
	8.	Shared Voting Power   0
	9.	Sole Dispositive Power   119,584,736 — See (a) below.
	10.	Shared Dispositive Power 0

11.	Aggregate Amount Beneficially Owned by Each Reporting Person   119,584,736 See (a) below.
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   46.1%
14.	Type of Reporting Person   CO

 

(a) Michael D. Farkas is the beneficial holder of approximately 59.9% of the issued and outstanding capital stock of Balance Labs, Inc., holding 11,888,889, 1,400 and 1,098,526 shares of common stock of Balance Labs, Inc. through Balance Holdings, LLC, Shilo Security Solutions, Inc., and Shilo Holding Group LLC, respectively, as of May 18, 2021.

 

 

CUSIP No. 92934-S502

13D

Page 3 of 5

 

Item 1: Security and Issuer

 

The class of equity securities to which this Schedule 13D relates is the common stock, $0.0001 par value per share (the “Shares”), of W Technologies, Inc., a Delaware corporation (the “Issuer”), which has its principal executive office at 9440 Santa Monica Boulevard, Suite 301, Beverly Hills, CA 90201.

 

Item 2: Identity and Background

 

Item 2.

 

This Schedule 13D is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) by Balance Labs, Inc. a Delaware corporation, and Michael D. Farkas (“Mr. Farkas,” and together with Balance Labs, the “Reporting Persons”), As noted above, Mr. Farkas is the beneficial holder of approximately 59.9% of the issued and outstanding capital stock of Balance Labs, holding 11,888,889, 1,400 and 1,098,526 shares of common stock of Balance Labs, Inc. through Balance Holdings, LLC, Shilo Security Solutions, Inc., and Shilo Holding Group LLC, respectively, as of May 18, 2021. The principal place of business of Balance Labs is located at 407 Lincoln Road Suite 701, Miami Beach, Florida 33139, and its principal business is providing business development and consulting services to startup and development-stage companies.

 

d. The Reporting Persons have not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

e. The Reporting Persons have not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

 

Item 3: Source and Amount of Funds or Other Considerations

 

On June 15, 2021, (the “Effective Date”), a majority owned subsidiary of Balance Labs, Krypto Ventures Inc. (formerly KryptoBank Co.), a Delaware corporation (“Krypto Ventures”), entered into a share exchange agreement (the “Share Exchange Agreement”) with (i) W Technologies, Inc., a Delaware corporation (“W Tech”), (ii) each of the stockholders of Krypto Ventures (the “Krypto Ventures Stockholders”) and (iii) Aleksandr Rubin as the representative of the Krypto Ventures Stockholders (the “Stockholders’ Representative,” and together with W Tech, the Krypto Ventures Stockholders (including Balance Labs), the “Parties”). As a result of the Exchange, Balance Labs now owns 46.1% of the issued and outstanding common stock of W Tech and the Company no longer owns any portion of Krypto Ventures Inc. outstanding common stock.

 

The Closing of the Share Exchange Agreement occurred on July 29, 2021. Pursuant to the terms of the Share Exchange Agreement, W Tech acquired 102,500,000 shares of Krypto Ventures’ common stock, representing 100% of the issued and outstanding capital stock of Krypto Ventures, in exchange for the issuance to the Krypto Ventures Stockholders of 233,474,958 shares of the W Tech’s common stock, representing 46.1% of the issued and outstanding capital stock of W Tech (the “Exchange”). Immediately prior to the closing of the Share Exchange Agreement, the Balance Labs owned 52,500,000 shares of common stock of Krypto Ventures which it exchanged for 119,584,736 shares of common stock of W Tech.

 

In connection with the transaction, the Reporting Persons entered into a lockup agreement pursuant to which Balance Labs agreed, among other things, that they will not sell or transfer (subject to certain customary exceptions) any shares of the W Tech’s Common Stock for a period of 12 months following the Closing, and also agreed not to (i) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of the W Tech’s Common Stock; (ii) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of the W Tech’s Common Stock, whether any such transaction is to be settled by delivery of shares of the W Tech’s Common Stock or other securities, in case or otherwise; or (iii) publicly disclose the intention to do any of the foregoing actions.

 

 

CUSIP No. 92934-S502

13D

Page 4 of 5

 

Item 4: Purpose of Transaction

 

(a)	The Reporting Persons have no plans or proposals to (i) to acquire, either directly or indirectly, any additional securities of W. Tech, or (ii) to dispose of any securities of W. Tech.;
(b)	The Reporting Persons have no plans or proposals to engage in any extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving W. Tech or any of W. Tech’s subsidiaries;
(c)	The Reporting Persons have no plans or proposals to engage in the sale or transfer of a material amount of the assets of W. Tech or any of W. Tech’s subsidiaries;
(d)	The parties to the Share Exchange Agreement agreed that, effective at the Closing, W. Tech’s board of directors will take such actions as required to (i) expand the size of the Board to be comprised of a number of persons as determined by KryptoBank and thereafter to name persons directed by KryptoBank as directors on the Board; and (ii) name persons as directed by KryptoBank as the Chief Executive Officer and as other officers of the Company as directed by KryptoBank, and to remove any officers of the Company currently holding such positions. In addition, effective as of the Closing, all officers and directors of W. Tech immediately prior to the appointments and elections described above will immediately resign from all positions director and officer of W. Tech. As a result, W. Tech’s Board and all officer positions will be comprised solely of new officers and directors following the Closing;
(e)	The Reporting Persons have no plans or proposals to make any change in the present capitalization or dividend policy of the issuer;
(f)	The Reporting Persons have no plans or proposals to make any other changes in W. Tech’s business or corporate structure;
(g)	The Reporting Persons have no plans or proposals to (i) make any changes in W. Tech’s charter, bylaws or instruments corresponding thereto, or (ii) take any other actions which may impede the acquisition of control of the issuer by any person;
(h)	The Reporting Persons have no plans or proposals to cause any class of securities of W. Tech to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)	The Reporting Persons have no plans or proposals to take any actions similar, or in addition, to any of those enumerated above.

 

 

CUSIP No. 92934-S502

13D

Page 5 of 5

 

Item 5: Interest in Securities of the Issuer

 

(a) – (b)	Mr. Farkas is the beneficial holder of approximately 59.9% of the issued and outstanding capital stock of Balance Labs, and as a result of such ownership, Mr. Farkas and Balance Labs may be deemed to have shared voting power and shared dispositive power with respect to 119,584,736 shares, representing approximately 46.1% of the issued and outstanding shares of W Tech, held by Balance Labs. The calculation of the percentage of outstanding shares of W Tech, held by the Reporting Persons is based on 259,416,623 shares outstanding, as of July 29, 2021, the Closing of the Share Exchange Agreement.
(c)	Except for the acquisition of the shares of W Tech pursuant to the Share Exchange Agreement as described above, the Reporting Persons have not effected any transaction in the securities of W Tech during the past 60 days.
(d)	To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of Issuer reported herein.
(e)	Not applicable

 

Item 6: Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Pursuant to the Share Exchange Agreement, the Parties agreed, at the Closing, to undertake the following actions (i) the W Tech Board shall undertake such actions as required to expand the size of the W Tech Board to be comprised of a number of persons as determined by KryptoBank and thereafter to name persons as directed by KryptoBank as directors on the W Tech Board, (ii) the W Tech Board shall undertake such actions as required to name persons as directed by KryptoBank as the Chief Executive Officer and as other officers of W Tech as directed by KryptoBank, and to remove any officers of W Tech currently holding such positions, and (iii) effective as of the Closing, all directors and officers of the Company other than those named in Section 2.03(a)(i) and Section 2.03(a)(ii) of the Share Exchange Agreement, shall immediately resign from all positions that such officers hold as director or officer of W Tech.

 

In addition, the Parties also agreed that:

 

(a) as of the Closing, certain advisors and service providers to W Tech, or their designees (collectively, the “Advisors”) shall be issued a number of shares of W Tech Common Stock constituting, as of the Closing and immediately following the issuance of all shares of W Tech Common Stock pursuant to the Closing, 5.5% of the issued and outstanding shares of W Tech Common Stock (the “Advisor Shares”). The Advisor Shares shall be issued to the Advisors in consideration of services rendered to the W Tech. The Parties acknowledge and agree that such advisors include Leone Group, LLC, an entity owned and controlled by Laura Anthony of Anthony L.G., PLLC, legal counsel to the Company and American Capital Ventures, Inc., an entity owned and controlled by Howard Gostfrand;

 

(b) as of the Closing, all of the directors and officers of the W Tech as named in Section 2.03(a)(i) and Section 2.03(a)(ii) of the Share Exchange Agreement, the Advisors, and any Person who shall be a holder of 5% or more of the W Tech Common Stock as of immediately following the Closing, shall each enter into a lock-up agreement with the W Tech, pursuant to which such Persons shall agree that they shall not sell or transfer (subject to certain customary exceptions) any shares of W Tech Common Stock for a period of 12 months following the Closing, with such agreements to be substantially in the form as attached hereto as Exhibit B (the “Lock-Up Agreements”);

 

(c) to the Closing W Tech shall undertake such transactions as required to convert the shares of Series F Convertible Preferred Stock, par value $0.0001 per share of W Tech (the “Series F Stock”) and the debt owed by W Tech to Mid Atlantic Capital Associates, Inc. (“MACA”) into 7,678,732 shares of W Tech Common Stock, such that there are no outstanding shares of Series F Stock, and any debt owed by W Tech to MACA has been satisfied and forgiven, in each case effective as of the Closing; and

 

(d) following the completion of the actions as set forth in Section 2.03(d) of the Share Exchange Agreement, the Company shall undertake such actions as required to withdraw the Amended and Restated Certificate of Designations, Preferences and Rights of the Series A Preferred Stock of the Company, and the Certificate of Designations of Preferences and Rights of Series F Convertible Preferred Stock of the Company, such that the Company has no classes of stock authorized, issued or outstanding other than the Company Common Stock, and the Company’s blank-check preferred stock, none of which shall be designated as to class

 

Item 7. Materials to be filed as Exhibits

 

Exhibit 1	Share Exchange Agreement dated June 15, 2021 by and among W Technologies, Inc., KryptoBank Co., the Stockholders of KryptoBank and Aleksandr Rubin as Stockholders’ Representative (incorporated by reference to the Share Exchange Agreement dated June 15, 2021 by and among the W Technologies, Inc., KryptoBank Co., the Stockholders of KryptoBank, and Aleksandr Rubin as the Stockholders’ Representative, filed by W Technologies, Inc. with the SEC on June 21, 2021)
Exhibit 2	Form of Lock-Up Agreement (Exhibit B to the Share Exchange Agreement

 

 

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned, severally and not jointly, certifies that the information set forth in this statement is true, complete, and correct.

 

Dated:

September 10, 2021

 

BALANCE LABS, INC.
By:	/s/ Michael D. Farkas
	Michael D. Farkas
	Chief Executive Officer