Current Report Filing (8-k)
January 06 2017 - 4:36PM
Edgar (US Regulatory)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
December 30, 2016
NuLife Sciences, Inc.
(Exact Name of Registrant as Specified in Charter)
Nevada
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333-193220
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46-3876675
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(State of Other Jurisdiction
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(Commission File
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(IRS Employer
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of Incorporation)
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Number)
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Identification No.)
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1031 Calle Recodo, Suite B
San Clemente, CA
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92763
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (949) 973-0684
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities
Act
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange
Act
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act
Item 1.01 Entry into a Material Definitive Agreement
On December 30, 2016, the Company announced
the completion of that certain Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex,
LLC, a Texas limited liability company (“GandTex”) as previously disclosed on Form 8-K on October 3, 2016. GandTex,
owned by a single individual Managing Member and his wife, is the owner of proprietary patents and a related License based upon
one of such patents, developed over a 15 year period by the Managing Member in his individual capacity, resulting in the development
of a series of procedures and medical techniques focused on advancing human organ transplant technology which would eliminate the
need for an organ or tissue match, and the necessity for anti-rejection drugs (collectively, the “Assets”). Pursuant
to the terms of the Asset Purchase, and upon achieving certain pro-forma goals, the Company agreed to provide additional funding
for the newly developed procedure, using the patents and License, to conduct tests of the new procedure on animal (“Animal
Trials”) in the aggregate amount of $300,000. In exchange for the Assets, the Company issued to GandTex 10,000,000 shares
of its Series B Convertible Preferred Stock. The Asset Purchase was approved by a majority of the Company’s disinterested
directors. A copy of the Asset Purchase is included as an Exhibit hereto.
Item 3.02 Unregistered Sales of Equity Securities.
As described in Item 1.01 above, pursuant to
the terms of the completed Asset Purchase, the Board issued 10,000,000 shares of Series B Preferred Stock of the Company to GandTex.
GandTex is directed, managed and controlled by a single sophisticated individual Managing Member and has one single accredited
Member.
In respect of the aforementioned securities
issuance of the Company, the security 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 securities pursuant to the Asset Purchase
was exempt from registration with the SEC pursuant to Section 4(2) of the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
10.1
Asset Purchase Agreement between NuLife Sciences, Inc. and GandTex, LLC
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SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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NuLife Sciences, Inc.
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Date: January 6, 2017
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By:
/s/ Fred Luke
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Fred Luke, President
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