NuLife Sciences, Inc. (OTCMKTS:NULF) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
From November 18, 2016 to December 3, 2016, NuLife Sciences, Inc.
(the Company) entered into those certain Note Purchase Agreements
(collectively, the Purchase Agreements) in connection with the
issuance of certain convertible promissory notes (collectively,
the Purchase Notes) in the aggregate principal amount of
$540,000. All of the Purchase Notes are due upon demand, provided
however, that the holder thereof cant make demand until after
Ninety (90) days from the date of issuance (the Maturity Date).
The Purchase Notes bear interest at the rate of 8% compounded
monthly. The Purchase Notes, together with all interest as
accrued, are each convertible into shares of the Companys common
stock at 50% of the trailing average highest closing bid price of
the Companys common stock on the date of conversion. The Purchase
Agreements and the Purchase Notes contain representations,
warranties, conditions, restrictions, and covenants of the
Company that are customary in such transactions with smaller
companies. Copies of the Purchase Agreements and Purchase Notes
are included as an Exhibit hereto.
Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
From November 18, 2016 to December 3, 2016, the Company executed
the Purchase Agreements and issued the Purchase Notes as
described in Item 1.01 above. The Purchase Notes may be
accelerated by the holders thereof in the event of default. In
addition, the amounts due and payable under the Purchase Notes
(and, consequently, the number of shares of common stock
convertible thereunto) may be increased to 150% of the principal
and interest amounts of the Purchase Notes. The Purchase Notes
are a direct financial obligation of the Company and are
considered a current liability of the Company for accounting
purposes.
Item 3.02 Unregistered Sales of Equity
Securities.
As described in Item 1.01 above, from November 18, 2016 to
December 3, 2016, the Company issued the Purchase Notes,
convertible into equity securities of the Company as described in
Item 1.01 above.
On November 15, 2016, the Board approved the grant of 1,500,000
common stock purchase options to Fred Luke, the Companys
President, at 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 Option Agreement) which was Fourteen cents
($0.14) per share and subject to certain adjustments on November
15, 2016. The Option Agreement is included as an Exhibit hereto.
In respect of the aforementioned convertible note issuances of
the Company, the note holders are each 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..
As described in Item 3.02 above, on November 15, 2016, the Board
approved the grant of 1,500,000 common stock purchase options to
Fred Luke, the Companys President, at 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 which was Fourteen
cents ($0.14) per share and subject to certain adjustments on
November 15, 2016. The Option Agreement is included as an Exhibit
hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
4.1 Convertible Promissory Note issued to Lance Paul Petit, dated
November 18, 2016;
4.2 Convertible Promissory Note issued to Steven H. Jones
Trustee, Steve Stacy Jones Children’s Irrevocable Trust U/A
Dated 12/28/2012, dated December 3, 2016;
4.3 Convertible Promissory Note issued to Steven S. Jones Trust,
Dated 02/13/2004, dated December 3, 2016;
4.4 Convertible Promissory Note issued to Blue Earth Fund LP,
dated December 3, 2016;
4.5 Convertible Promissory Note issued to G BERNSTEIN J PEPPER
TTEE BERNSTEIN FAMILY TRUST U/A DTD 12/17/10, dated December 3,
2016;
4.6 Convertible Promissory Note issued to Yarborough Family Trust
Dated 07/19/1974, Mary Carol Yarborough, Trustee, dated December
3, 2016;
4.7 Convertible Promissory Note issued to Douglas Edward Hansen,
dated December 3, 2016;
4.8 Convertible Promissory Note issued to Tidwell Family Trust,
dated December 3, 2016;
10.1 Note Purchase Agreement dated November 18, 2016, between
NuLife Sciences, Inc. and Lance Paul Petit;
10.2 Note Purchase Agreement dated December 3, 2016, between
NuLife Sciences, Inc. and Steven H. Jones Trustee, Steve Stacy
Jones Children’s Irrevocable Trust U/A Dated 12/28/2012;
10.3 Note Purchase Agreement dated December 3, 2016, between
NuLife Sciences, Inc. and Steven S. Jones Trust, Dated
02/13/2004;
10.4 Note Purchase Agreement dated December 3, 2016, between
NuLife Sciences, Inc. and Blue Earth Fund LP;
10.5 Note Purchase Agreement dated December 3, 2016, between
NuLife Sciences, Inc. and G BERNSTEIN J PEPPER TTEE BERNSTEIN
FAMILY TRUST U/A DTD 12/17/10;
10.6 Note Purchase Agreement dated December 3, 2016, between
NuLife Sciences, Inc. and Yarborough Family Trust Dated
07/19/1974, Mary Carol Yarborough, Trustee;
10.7 Note Purchase Agreement dated December 3, 2016, between
NuLife Sciences, Inc. and Douglas Edward Hansen;
10.8 Note Purchase Agreement dated December 3, 2016, between
NuLife Sciences, Inc. and Tidwell Family Trust;
10.9 Option Agreement dated November 15, 2016, between NuLife
Sciences, Inc. and Fred G. Luke
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 00.000 at 0.730 with 15,000 shares trading hands.