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 May 15, 2017, the Board of Directors of NuLife Sciences, Inc.
(the Company) approved an employment agreement (the Employment
Agreement) and related option agreement (the Option Agreement)
(collectively, the Agreements) in respect to the appointment of
John Hollister (the Executive) as Chief Executive Officer of the
Company. to the Agreements, Mr. Hollister will receive a) initial
monthly compensation of $10,000 until the Company has at least
$500,000 available for the continued pursuit of the procedures
and related expenses to the development of the Proprietary Organ
Transplant Procedures in the bank, with a reasonable reserve for
the needs of the Company to enable the Company to maintain
sufficient working capital to retain the personnel and other
services necessary to the Company to remain in compliance with
its accounting, audit and other related filing requirements to
the Securities Exchange Act of 1934 for the ensuing fiscal
quarter; (b) an increase to $20,000 per month when the Company
has sufficient uncommitted funds in its account to fund its
wholly-owned subsidiary, NuLife BioMed Inc. through the Animal
Trials as set out in the attached Projected Cash Requirements;
(c) if the Company is successful in raising an amount that equals
or exceeds Two Million Dollars ($2,000,000) so that it meets or
exceeds the Projected Cash Requirements then Executives salary
will increase to $30,000/month; and (d) upon completion of a
successful animal study, defined as meeting the primary
end-point, and the successful raising of a minimum of Four
Million Dollars ($4,000,000), the monthly salary will be adjusted
to $35,000.
The Company shall provide usual and customary health benefits for
the Executive. At the time when finances permit, the benefits
will be extended to cover the Executive and their dependents,
consistent with the policy of the Company.
The Company will make up the difference between what Executive
receives each quarter and Ninety Thousand Dollars ($90,000), with
stock out of the Non-Qualified Employee Incentive Stock
Compensation Plan, issued at the end of each fiscal quarter based
upon the closing price of the Companys shares on the last day of
each quarter. Additionally, the Company shall issue to Executive,
or his designee, options (Option) to acquire up to One Million
Five Hundred Thousand (1,500,000) shares of the Companys Common
Stock (the Option Shares). Each Option shall vest as to Five
Hundred Thousand (500,000) shares at the conclusion of each of
the three (3) stages as further described in the Option Agreement
attached hereto. Further, the stock Options have an exercise
price of not less than One Hundred Ten percent (110%) of the ten
(10) day lowest trailing average closing bid price of such shares
on the date of execution of the Option Agreement. The foregoing
summary is a general description only, does not purport to be
complete and is qualified in its entirety by reference to the
Agreements, which are filed herewith as Exhibit 10.1 and 10.2.
Item 3.02 Unregistered Sales of Equity
Securities.
On May 15, 2017, the Board of Directors of the Company approved
the Agreements, and the Options, and various other compensation
in respect of the appointment of John Hollister as Chief
Executive Officer of the Company, and as more particularly
described in Item 1.01 above.
In respect of the aforementioned issuances of securities of the
Company, the 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
convertible promissory notes to their respective agreements were
exempt from registration with the SEC 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 May 15, 2017, the Board of Directors appointed John Hollister
as the Companys Chief Executive Officer. A summary of the
background and business experience of Mr. Hollister is as
follows:
John Hollister, age 56. Chief Executive Officer.
In addition to his role as Chief Executive Officer of the
Company, Since September 2015, Mr. Hollister has served as the
acting Chief Executive Officer of Northsight Capital, Inc., a
cannabis marketing firm, and a filer of reports to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934. Previously,
from May 2014 to August 2015, Mr. Hollister served as Chief
Executive Officer and Director of NEMUS Bioscience, Inc., a
biopharmaceutical company developing cannabis based products.
From August 2013 to April 2014, Mr. Hollister served in a
consultant capacity as the Vice-President of Strategic Marketing
of Cynvenio BioSystems an oncology diagnostic start-up, and
Development Director of SnapMD, Inc. an assisted telemedicine
start-up. From June 2011 to July 2013, Mr. Hollister served as
Senior Vice-President of Marketing of Tethys Bioscience, Inc., a
biopharmaceutical laboratory company. From December 1999 to July
2004 Mr. Hollister served as the Global Commercial Leader in
Oncology for AMGEN, a leading biotechnology company. Throughout
his professional career, Mr. Hollister has leadership experience
with the commercialization of healthcare companies and a
background in oncology, hematology, vaccines, and diabetes. Mr.
Hollister earned his Bachelor of Arts in Economics from Stanford
University, and received his Masters of Business Administration
from the Drucker Center at Claremont Graduate University.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Employment Agreement between NuLife Sciences, Inc. and John
Hollister;
10.2 Option Agreement between NuLife Sciences, Inc. and John
Hollister;
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 down -0.055 at 0.585 with shares trading hands.