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 February 28, 2017, Sean Clarke, the sole director of NuLife
Sciences Inc. (the Company) entered into those certain Stock
Purchase Agreements (the SPAs) for the sale of an aggregate of
1,000,000 shares of the Companys common stock (collectively, the
Shares) for a purchase price per share of $0.01 per share, for an
aggregate of $10,000 in exchange for the Shares. The SPAs are
attached as exhibits hereto.
On February 28, 2017, the Company entered into a Debt Conversion
Agreement (the Conversion Agreement) in respect of $13,750 of the
accruing monthly fees due to MZHCI, LLC(MZ) by the Company to the
Investor Relations Consulting Agreement between MZ and the
Company dated April 1, 2015 (the Debt) together with a release by
MZ in favor of the Company for any claims for reimbursement of
any and all due diligence expenses, investigative costs or any
other type of fees or costs incurred by MZ related to the recent
purchase by the Company of the assets of GandTex LLC (the
Release). to the terms of the Conversion Agreement, and in
exchange for the Release, the Company agreed issue to MZ an
aggregate of 55,000 shares of restricted Series A Convertible
Preferred Stock of the (the Series A for an aggregate of $10,000
in exchange for the Shares. Preferred Stock). The Conversion
Agreement is attached as an exhibit hereto.
Also on February 28, 2017 the Company entered into an Advisory
Agreement with Global Business Strategies Inc.(Global), a Company
owned by the Companys President Fred G. Luke (the Global
Agreement), to which the Company retained Global to provide
management advice and corporate development strategies, and to
make Mr. Luke available to serve as the Companys President, for
an aggregate of $8,500 per month and, subject to the condition
that Global effectively supervising and assisting the Company to
enable it to file its Quarterly Report on Form 10-Q on a timely
basis within the prescribed time limit set for the filing of such
reports, Global was to receive an aggregate of 55,000 shares of
restricted Series A Stock: the Company did in fact timely file
its Form 10-Q as a result of Globals assistance and the 55,000
shares of the Companys Series A Preferred stock ware issued to
Global. Further, the Advisory Agreement calls for Global to be
paid an additional $1,500 per month for Mr. Lukes services as a
Director, if so elected. The Advisory Agreement is attached as an
exhibit hereto.
Item 3.02 Unregistered Sales of Equity
Securities
As noted in Item 1.01 above, on February 28, 2017, Sean Clarke,
the sole director of the Company entered into the SPAs for the
sale of the Shares for a purchase price per share of $0.01,
Also, as noted in Item 1.01 above, on February 28, 2017, the
Company entered into a Debt Conversion Agreement with MZ in
exchange for the conversion of certain of the Debt and a release
of any and all claims for reimbursement for costs incurred by MZ
related to the Companys recent purchase of the assets of GandTex
LLC. to the terms of the Conversion s, the Company agreed to
convert the Debt into the Preferred Stock.
With respect to each of the agreements described above, each of
the recipients of securities of the Company was an accredited
investor, or is considered by the Company to be a sophisticated
person, inasmuch as each of them has such knowledge and
experience in financial and business matters that they are
capable of evaluating the merits and risks of receiving
securities of the Company. No solicitation was made and no
underwriting discounts were given or paid in connection with
these transactions. The Company believes that the issuance of its
securities as described above was exempt from registration with
the Securities and Exchange Commission to Section 4(2) of the
Securities Act of 1933.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On February 28, 2017, the Company entered into an Advisory
Agreement (the Advisory Agreement), with Global Business
Strategies, Inc., a Nevada corporation, owned and controlled by
the Companys President Fred Luke (Global). The Advisory Agreement
is for an initial term of 24 months (Initial Term). Either the
Company or Global may terminate Advisory Agreement with the
Company at any time, with or without Cause or Good Reason, or in
Globals sole discretion upon not less than thirty (30) days
advance written notice. The Initial Term provides for a monthly
base salary of $8,500 per month. An additional $1,500 per month
shall apply if the Company requires further services of Mr. Luke
as a director of the Company. Further, subject to Global
effectively supervising and assisting the Company to enable the
Company to file its Quarterly Report on Form 10-Q for the period
ending December 31, 2016 on a timely basis, within the prescribed
time limit set for the filing of such reports, Global was to
receive an aggregate of 55,000 shares of restricted Series A
Stock.
In the event of a successful Business Combination or Financing
Transaction introduced by Global (as defined in the Advisory
Agreement) Global shall be entitled to 5% of either (i) the value
of the business opportunity; or (ii) the funds received by the
Company, whichever is applicable. Compensation shall be paid to
Global in accordance with all securities rules and regulations in
effect at the time, and the Companys payroll practices in effect
from time to time, if applicable The Advisory Agreement also
contains customary confidentiality, non-competition, and
non-solicitation provisions. The foregoing summary of the
Advisory Agreement does not purport to be complete. The Advisory
Agreement is attached as an exhibit hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Advisory Agreement between NuLife Sciences, Inc. and Global
Business Strategies, Inc.;
10.2 Stock Purchase Agreement between Sean Clarke and Steve
Strasser;
10.3 Stock Purchase Agreement between Sean Clarke and Kircher
Family Foundation;
10.4 Stock Purchase Agreement between Sean Clarke and Kircher
Family Trust;
10.5 Stock Purchase Agreement between Sean Clarke and Eurasia
Finance Development Corp.;
10.6 Debt Conversion Agreement between NuLife Sciences, Inc. and
MZHCI, LLC
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 +0.240 at 0.640 with 15,000 shares trading hands.