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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): November 15, 2016

NuLife Sciences, Inc.

(Exact Name of Registrant as Specified in Charter)

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

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 can’t 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 Company’s common stock at 50% of the trailing average highest closing bid price of the Company’s 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 Company’s 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 pursuant to their respective agreements were exempt from registration with the SEC pursuant 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 Company’s 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

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.