NuLife Sciences, Inc. (OTCMKTS:NULF) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement

On December 30, 2016, the Company announced on Form 8-K filed on
January 6, 2017, the completion of that certain
Asset Purchase Agreement to acquire all of the assets (the Asset
Purchase) of GandTex, LLC, a Texas limited liability company
(GandTex). GandTex was the owner of certain patents and licensed
rights related to biomedical company focused on advancing human
organ transplant technology and medical research. The assets
consisted of certain proprietary patents for eliminating the need
for an organ or tissue match, and the necessity for
anti-rejection drugs, as well as management of, and historical
data for, animal trials (the Trials) conducted by a third party
operating under the GandTex Assets (collectively, the Assets). to
the terms of the Asset Purchase, and upon achieving certain
pro-forma goals, the Company agreed to provide additional funding
for the Trials in the aggregate amount of $300,000. In exchange
for the Assets, the Company issued to GandTex 10,000,000 shares
of its Series B Convertible Preferred Stock. GandTex is owned and
controlled by a single individual Managing Member who
beneficially owns 70% of GandTex. The Asset Purchase was approved
by a majority of the Companys disinterested directors.

The first sentence of that disclosure should have read On
December 30, 2016, the Company announced the completion of its
Due Diligence related to that certain Asset Purchase Agreement to
acquire all of the assets (the Asset Purchase) of GandTex, LLC, a
Texas limited liability company (GandTex). GandTex was the owner
of certain patents and licensed rights related to biomedical
company focused on advancing human organ transplant technology
and medical research.

.

The Company effected the Closing of the purchase of the
Assets on January 29, 2017, upon the delivery by the Company of
10,000,000 shares of the Companys Series B Convertible Preferred
Stock to GandTex.

Item 3.02 Unregistered Sales of Equity
Securities.

As described in Item 1.01 above, to the terms of the completed
Asset Purchase, the Board issued 10,000,000 shares of Series B
Preferred Stock of the Company to GandTex. GandTex is directed,
managed and controlled by a single sophisticated individual
Managing Member and has one single accredited Member.

In respect of the aforementioned securities issuance of the
Company, the security holder is an accredited investor as such
term is defined by rules promulgated by the Securities and
Exchange Commission (SEC). No solicitation was made and no
underwriting discounts were given or paid in connection with
these transactions. The Company believes that the issuance of the
securities to the Asset Purchase was exempt from registration
with the SEC to Section 4(2) of the Securities Act of 1933.

About NuLife Sciences, Inc. (OTCMKTS:NULF)

NuLife Sciences, Inc., formerly SmooFi, Inc., is a biomedical company. The Company’s segments include Online marketplace and community, and Operations, Consulting and Advisory Services in the Cannabis Industry. The Company, through its subsidiary, NuLife BioMed, Inc., is focused on advancing human organ transplant technology and medical research. The Company is focused on a method (NuLife Technique) that could eliminate the need for an organ or tissue match and the necessity for anti-rejection drugs. Its technique is suitable for a range of clinical indications. The Company has completed discovery phase for its technique, and is entering a Preclinical phase involving animal experiments on its pathway to commercialization. The Company, through NuLife Technologies, Inc., is focused on providing an online marketplace and community to assist in creating jobs and enable entrepreneurs and service providers to offer health related products and services within local markets.

NuLife Sciences, Inc. (OTCMKTS:NULF) Recent Trading Information

NuLife Sciences, Inc. (OTCMKTS:NULF) closed its last trading session up +0.011 at 0.640 with 15,000 shares trading hands.