Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - Gulf West Security Network, Inc. | exhibit991.htm |
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): August 9,
2018
NuLife Sciences, Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
333-193220
|
46-3876675
|
|
(State
of Other Jurisdiction
|
(Commission
File
|
(IRS
Employer
|
|
of
Incorporation)
|
Number)
|
Identification
No.)
|
|
2618 San Miguel, Suite 203
Newport Beach, CA
|
|
(Address
of Principal Executive Offices)
|
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
Indicate
by check mark whether the registrant
is an emerging growth company as defined in in Rule 405 of
the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of
this chapter).
Emerging
growth company ☐
If an
emerging growth company, indicate by checkmark 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
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.
Pursuant 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. Pursuant 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.
Pursuant 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 pursuant to the terms of the Merger Agreement,
the following individuals will be the officers and directors of the
Company.
|
Name
|
Position
|
|
Lou
Resweber
|
Chairman
and Chief Executive Officer
|
|
Sean
Clarke
|
Director
|
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 of NuLife
Sciences, Inc. (“NULF”).
From September 2015 to present, Mr. Resweber was
President and Sole Owner LJR Security Services,
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. Resweber was 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 and eventually grew into the one of the nation’s fifty (50)
largest providers of alarm services in terms
of total number
of customers
served. In
the process, Resweber completed more than a dozen successful
mergers and acquisitions, and Pelican
ultimately provided
24-hour / 7-day-a-week remote alarm monitoring
to more than twenty
thousand (20,000) residential, commercial and industrial alarm
customers across a seven-state region.
From 1997 to 1999, Mr. Resweber was Chairman of the Board of Westmark Group
Holdings, Inc. (NASDAQ: WGHI), a financial services concern,
where completed a reorganization of this regional lender into
a nationwide financial services provider.
From 1995 to 1997, Mr. Resweber was President and Chief Executive Officer
of Network Acquisition Corporation (NASDAQ:
NTWK), a switch-based
telecommunications concern, where he spearheaded a series of seventeen (17)
mergers and acquisitions.
From 1992 to 1995, Mr. Resweber was Senior Vice President of United Companies Financial Corporation (NYSE:
UC), a financial services
concern, where he developed 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
a Vice President
of Arkla Exploration, Inc. (NYSE: ARK); a Vice
President of NorAm Energy,
Inc. (NYSE: NAE / now NRG
Reliant Energy); a Vice
President of Entex Gas,
Inc.s\ (NYSE:
ETX); and a Manager
of Celeron Oil & Gas
Corporation (NYSE: CEL /
now Plains All American Pipeline); which merged with The
Goodyear Tire & Rubber Company (NYSE: GT) to build the
nation's longest pipeline, twice as long as the famous Alaskan
Pipeline.
Mr. Resweber is
a cum
laude graduate of
the University of Louisiana in 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.
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.
|
|
|
NuLife
Sciences, Inc.
|
|
|
|
|
|
|
|
|
|
Date:
August 13, 2018
|
|
By: /s/
Sean Clarke
|
|
|
|
Sean
Clarke
|
|
|
|
CFO
|
Item
9.01 Financial
Statements and Exhibits.
(d) Exhibits.
|
|
Description
|
|
|
|
Press
Release dated August 9, 2018
|