Current Report Filing (8-k)
July 15 2019 - 4:50PM
Edgar (US Regulatory)
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 and Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 1, 2019
MESO NUMISMATICS, INC.
(Exact name of Registrant as specified in its charter)
Nevada
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000-56010
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88-0492191
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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433 Plaza Real Suite 275
Boca Raton, Florida 33432
(Address of principal executive offices, including zip code)
(800) 889-9509
(Registrant’s telephone number, including area code)
Check the appropriate box below if the
8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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☐
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Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c)).
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b -2).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 1.01 Entry into a Material Definitive Agreement.
Letter of Intent
On July 1, 2019, Meso Numismatics, Inc. (the
“Company”) entered into a binding letter of intent (the “Letter of Intent”) with two sellers (the “Sellers”)
for the purchase of 51% of the issued and outstanding membership units (the “Membership Units”) of Arkkosoft Smart
Solutions S.A., a Costa Rica corporation (d/b/a Green Pay “Green Pay”). The Letter of Intent provides that, contingent
upon the Company receiving financing in the amount of approximately One Million USD ($1,000,000), the purchase price of the Membership
Units of Green Pay shall equal an amount of shares of the Company’s Series BB Preferred Stock (the “Series BB Preferred”)
equal to approximately One Million Seven Hundred and Fifty Thousand USD ($1,750,000) (the “Purchase Price”). The Letter
of Intent also provides that the Company and the Sellers will negotiate the terms of a definitive purchase and sale agreement (the
“Purchase Agreement”) for the purchase of the Membership Units.
Subject to the execution of a Purchase Agreement,
the Letter of Intent sets forth that, subject to certain terms and conditions, the Company may repurchase up to one-half of the
shares of the Series BB Preferred issued to the Sellers in connection with the close of the Purchase Agreement.
This Letter of Intent may be terminated upon mutual written
consent of the Company and the Seller at any time prior to July 15, 2019 if a Purchase Agreement has not been entered into with
a final closing date.
On July 15, 2019, the Company issued
a press release announcing the Letter of Intent (the “Press Release”). A copy of the Press Release is attached as Exhibit
99.1 hereto.
The foregoing descriptions of the Letter
of Intent and the Press Release do not purport to be complete and are qualified in their entirety by reference to the Letter of
Intent and the Press Release, which are filed as, respectively, Exhibits
10.1
and
99.1
hereto.
Item 9.01 Financial Statements Exhibits.
SIGNATURE
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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Meso Numismatics, Inc.
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Date: July 15, 2019
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By:
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/s/
Melvin Pereira
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Melvin Pereira
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Chief Executive Officer
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2
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