NuLife Sciences, Inc. (OTCMKTS:NULF) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement
On June 26, 2017, the Board of NuLife Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (“Note”) in the aggregate principal amount of $78,000. The Note matures on June 30, 2018 (the “Maturity Date”), and bears interest at the rate of 12% per annum. After 180 days the Note may not be prepaid. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date. The Note, together with all interest as accrued, is convertible into shares of the Company’s common stock at a 35% discount to the lowest trading price in the 10 day period ending on the latest complete Trading Day prior to the Conversion Date. The SPA and the Note contain representations, warranties, conditions, restrictions, and covenants of the Company that are customary in such transactions with smaller companies.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On June 26, 2017, the Company executed the SPA and issued the Note as described in Item 1.01 above. The Note may be accelerated by the holder in the event of default and the rate of interest on the Note will increase to 22% per annum, retroactive to the date of issuance. In addition, the amount due and payable under the Note (and, consequently, the number of shares of common stock convertible thereunto) may be increased to 150% of the principal amount of the Note, plus default interest as accrued thereon, in the event of default. The Note is a direct financial obligation of the Company and is considered a current liability of the Company for accounting purposes.
Item 3.02 Unregistered Sales of Equity Securities
On June 26, 2017, the Company issued a Note convertible into equity securities of the Company as described in Item 1.01 above. The recipient of the securities of the Company was an accredited investor, or is considered by the Company to be a “sophisticated person”, inasmuch as the investor has such knowledge and experience in financial and business matters that the investor is 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 this transaction. 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1 Stock Purchase Agreement dated June 26, 2016 between NuLife Sciences, Inc. and Power Up Lending Group LTD
10.2 Convertible Promissory Note issued by NuLife Sciences, Inc.
NuLife Sciences, Inc. ExhibitEX-10.1 2 ex10_1spa.htm SECURITIES PURCHASE AGREEMENT Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”),…To view the full exhibit click here
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.