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 August 9, 2018, the Board of Directors of NuLife Sciences, Inc. (the “Company” or “NuLife”) through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) approved and executed an Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), to become effective at such time as the Articles of Merger have been filed with the Secretary of State of the State of Louisiana (the “Effective Time”), and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR Security Services, Inc. (“LJR”), LJR will receive one thousand (1,000) shares of series D senior convertible preferred stock, par value $.001 per share (the “Series D Preferred Stock”) of the Company, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, the LJR shareholder will receive one share of series C super-voting preferred stock of NuLife which grants the holder 50.1% of the votes of NuLife at all times. At the Effective Time, LJR will become a wholly-owned subsidiary of the Company. A copy of the Merger Agreement is attached to this Current Report on Exhibit 10.1

LJR and its wholly-owned subsidiary Gulf West Security Network, Inc. (“Gulf West”) are active in the engineering, design, installation, remote monitoring and after-market servicing of electronic intrusion alert and fire detection systems for homes and businesses (the “alarm industry”). Both LJR and Gulf West are based in Lafayette, LA, and are owned by Mr. Louis J. Resweber, a long-time veteran of the alarm industry, who has also previously served as a Corporate Officer, Board Member and Executive Consultant to a number of NYSE and NASDAQ-listed public companies over the past 35 years see Item 5.02 below.

Item 3.02 Unregistered Sales of Equity Securities

As previously described in Item 1.01, on August 9, 2018, the Board of Directors of the Company through NuLife Sub approved and executed the Merger Agreement, to become effective at the “Effective Time”, and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR, LJR will receive one thousand (1,000) shares of Series D Preferred Stock, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock of the Company. In addition, LJR will receive one share of series C super-voting preferred stock of NuLife which grants the holder 50.1% of the votes of NuLife at all times. At the Effective Time, LJR will become a wholly-owned subsidiary of the Company. A copy of the Merger Agreement is attached to this Current Report on Exhibit 10.1

Item 5.01 Changes in Control of Registrant

As previously described in Item 1.01, on August 9, 2018, the Board of Directors of the Company through NuLife Sub approved and executed the Merger Agreement, to become effective at the “Effective Time, and after the satisfaction or waiver by the parties thereto of the conditions set forth in Article VI of the Merger Agreement. to the terms of the Merger Agreement, and in exchange for all one hundred (100) issued and outstanding shares of LJR, LJR will receive one thousand (1,000) shares of Series D Preferred Stock, convertible into fifty million two hundred thirty-nine thousand five hundred forty-one (50,239,541) shares of common stock (38%) of the Company. In addition, the LJR shareholder will receive one share of series C super-voting preferred stock of NuLife which grants the holder 50.1% of the votes of NuLife at all times. The beneficial owner of LJR, Mr. Louis J. Resweber, will control Nulife by holding the shares of series A and D as described above.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Effective Time, and to the terms of the Merger Agreement, the following individuals will be the officers and directors of the Company.

A brief summary of background and business experience of the Company’s Chairman and Chief Executive Officer is as follows:

Louis J. Resweber, age 56, will be elected as Chairman of the Board, President and Chief Executive Officer ofNuLife Sciences, Inc.(“NULF”).

From September 2015 to present,Mr. Resweberwas President and Sole OwnerLJR SecurityServices, Inc.(“LJR”), and its wholly-owned subsidiary,Gulf West Security Network,Inc.(“GWSN”), which are now being merged into NULF.

From March 1998 to September 2015,Mr. Resweberwas the Chairman of the Board, President and Chief Executive Officer of Pelican Security Network, Inc.,one of the nation’s leading providers of life safety, electronic security and property protection services, which he founded as a ‘start-up’ enterprise andeventuallygrew into the one of the nation’s fifty (50) largest providers of alarm services in terms oftotal number ofcustomers served.In the process, Resweber completed more than a dozen successful mergers and acquisitions, and Pelican ultimatelyprovided 24-hour / 7-day-a-week remote alarmmonitoring tomore than twenty thousand (20,000) residential, commercial and industrial alarm customers across a seven-state region.

From 1997 to 1999, Mr. Resweber wasChairman of the Board ofWestmark Group Holdings, Inc.(NASDAQ: WGHI), a financial services concern, wherecompletedareorganization of this regional lender into a nationwide financialservices provider.

From 1995 to 1997, Mr. Resweber wasPresident and Chief Executive Officer ofNetwork Acquisition Corporation (NASDAQ: NTWK),a switch-based telecommunications concern, where hespearheaded a series of seventeen (17) mergers and acquisitions.

From 1992 to 1995, Mr. Resweber wasSenior Vice PresidentofUnited Companies Financial Corporation(NYSE: UC),a financial services concern, where hedeveloped a capital markets plan that helped push UC’s stock price from $16 to $132 per share.

Beginning his career in the energy sector,from 1983 to 1992, Mr. Resweber served as aVice President ofArkla Exploration, Inc.(NYSE: ARK);aVice President ofNorAm Energy, Inc.(NYSE: NAE / now NRG Reliant Energy);aVice President of Entex Gas, Inc.s(NYSE: ETX); andaManager ofCeleron Oil & Gas Corporation(NYSE: CEL / now Plains All American Pipeline); which merged withThe Goodyear Tire & Rubber Company(NYSE: GT) to build the nation's longest pipeline, twice as long as the famous Alaskan Pipeline.

Mr.Resweber is acum laudegraduate of theUniversity of Louisianain Lafayette, LA and a current resident of Scott, LA.

Section 7 – Regulation FD

Item 7.01 Regulation FD Disclosure.

On August 9, 2018, following the Company’s approval and execution of the Agreement of Merger and Plan of Reorganization (the “Merger Agreement”), we issued a press release announcing the that we had entered into the Merger Agreement, and briefly described the respective business of LJR and Gulf West, and a brief Resume of Mr. Louis J. Resweber. A copy of the press release is attached to this Current Report on Exhibit 99.1

The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under such section, nor shall it be deemed incorporated by reference in any of our filings under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing.

NuLife Sciences, Inc. Exhibit
EX-99.1 2 exhibit991.htm PRESS RELEASE Blueprint   Exhibit 99.1     NuLife Announces Merger Agreement with Two Louisiana Electronic Security Firms   NEWPORT BEACH,…
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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.