|Delayed - 01/27 02:41:03 pm|
NUTRALIFE BIOSCIENCES, INC : Entry into a Material Definitive Agreement, Unregistered Sale of Equity Securities, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)
|11/05/2020 | 08:32am|
Item 1.01. Entry into a Material Definitive Agreement
Stock Purchase Agreement
"Company") entered into a Stock Purchase Agreement (the "SPA") by and between
the Company, Lord Global Corporation, a
Pursuant to the SPA, the Company acquired from Lord Global 250 shares of Series
X Convertible Preferred Stock of Lord Global (the "Series X Stock") in exchange
for the issuance by the Company to 27 Health of 12,500,000 shares of common
stock, par value
Stock"). The transactions pursuant to the SPA closed on the Closing Date.
Each share of Series X Stock is convertible into shares of common stock, par
rate of 1,000 shares of Lord Global Common Stock per share of Series X Stock,
subject to customary adjustments for stock splits, stock dividend, stock
combinations, recapitalizations or other similar transactions. The conversion of
the Series X Stock is subject to a customary beneficial limitation such that the
Company may not convert the Series X Stock into Lord Global Common Stock if such
conversion would result in the Company and its affiliates having beneficial
ownership of in excess of 4.99% of the outstanding shares of Lord Global Common
Stock, provided that the Company may elect to waive this limitation on 61 days'
notice to Lord Global.
As of the date of this Current Report on Form 8-K (this "Report"), Lord Global
has 1,344,655 shares of Lord Global Common Stock issued and outstanding and
therefore, without application of this beneficial ownership limitation, the
Series X Stock is currently convertible into 250,000 shares of Lord Global
Common Stock, which would constitute approximately 15.7% of the issued and
outstanding Lord Global Common Stock following such conversion. The Company
currently has 146,539,170 shares of NutraLife Common Stock issued and
outstanding, and therefore the shares of NutraLife Common Stock issued to 27
Health constitutes approximately 7.9% of the issued and outstanding shares of
NutraLife Common Stock issued and outstanding following such issuance.
In addition to the Series X Stock issued to the Company, in the event that, on
the first business day following the 180-day anniversary of the Closing Date,
the average volume weighted average price of the Lord Global Common Stock for
the 10 trading day period prior to that date is less than
customary adjustments), then Lord Global will issue to the Company, for no
additional consideration payable by the Company, a number of shares of Lord
Global Common Stock equal to (i)
of such date, minus 250,000 (the "First Adjustment Shares"). A second such
adjustment shall be completed on the first business day following the one-year
anniversary of the Closing Date, provided that at this adjustment the number of
First Adjustment Shares will also be deducted from any additional shares to be
issued to the Company.
The description of the SPA as set forth above is qualified in its entirety to
the complete SPA, which is attached hereto as Exhibit 10.1.
Manufacturing, Distribution and Sales Agreement
In connection with the SPA and the transactions as set forth therein, on the
Closing Date the Company also entered into a Manufacturing, Distribution and
Sales Agreement (the "MDS Agreement") by and between the Company and 27 Health.
27 Health, together with Lord Global (referred to in this section jointly as "27
Health") has developed and currently manufactures and markets certain products
related to the testing and treatment of COVID-19 (the "Coviguard Products").
Pursuant to the MDS Agreement, 27 Health engaged the Company to manufacture the
Coviguard Products and granted the Company the right, on a non-exclusive basis,
to sell and distribute the Coviguard Products manufactured by the Company though
all channels of distribution on a worldwide basis and to undertake advertising
and marketing as determined to be necessary by the Company, with written notice,
in connection therewith.
During the term of the Agreement, the Company has the exclusive right to
manufacture the Coviguard Products, subject to the Company's continued ability
to meet in all material respects the production requirements of 27 Health for
the Coviguard Products. In the event that the Company is unable, in the sole
determination of 27 Health, to meet the production requirements, 27 Health may
seek other sources for the manufacturing of the Coviguard Products or may
terminate the MDS Agreement.
Pursuant to the MDS Agreement, the Company may elect to market the Coviguard
Products directly, without any requirement of an order for the manufacturing of
the products being supplied by 27 Health or accepted by the Company. All such
direct sales will be made by the Company to the recipient of the products, and
the Company will pay to 27 Health a set distributor price for the products, and
retain the balance paid by the buyer.
In the event that the Company identifies a potential third-party customer for
the Coviguard Products, but does not elect to sell the Coviguard Products
directly to the customer as set forth above, the Company may refer such
potential customer to 27 Health. If the customer is a not a current customer of
27 Health, then for any and all sales of Coviguard Products to such new
customers, 27 Health will pay to the Company 15% commissions on these sales. No
commissions would be paid for sales to customers who were already customers of
27 Health at the time.
. . .
Item 3.02. Unregistered Sales of
The information provided in Item 1.01 of this Current Report on Form 8-K
regarding the SPA is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation
to its Articles of Incorporation with the
contained a Certificate of Designations to designate one hundred and ten (110)
shares of the preferred stock of the Company, par value
Convertible Preferred Stock (the "Series B Preferred Stock"). The Amendment was
The shares of Series B Preferred Stock are convertible at a rate of 1 share of
Series B Preferred Stock to 149,567 shares of common stock, par value
per share of the Company (the "Common Stock"). Holders of Series B Preferred
Stock of the Company may convert their shares of Series B Preferred Stock into
Common Stock at any time following
The Series B Preferred Stock is subject to an ownership limitation, pursuant to
which no holder of Series B Preferred Stock will be entitled to convert such
investor's shares of Series B Preferred Stock into shares of Common Stock if
such conversion would result in ownership of more than 4.99% of the outstanding
shares of Common Stock of the Company.
Each share of Series B Preferred Stock will vote together with the holders of
the Common Stock on any matter submitted to the shareholders of the Company.
Each share of Series B Preferred Stock shall be entitled to a number of votes
equal to the number of shares of Common Stock into which the Series B Preferred
Stock may convert at the time such vote is made.
The Series B Preferred Stock will participate in any dividends, distributions or
payments to the holders of the Common Stock on an as-converted basis.
The Series B Preferred Stock does not have any liquidation preference over the
holders of Common Stock of the Company.
Once issued, certain shares of the Series B Preferred Stock are redeemable at
the election of the Company at any time prior to the Permitted Conversion Date
pursuant to a separate written agreement between the holders of the Series B
Preferred Stock and the Company.
Item 7.01 Regulation FD Disclosure
into the SPA and MDS Agreement. A copy of this press release is attached hereto
as Exhibit 99.1 and incorporated herein by reference. The information contained
in the websites referenced in the press release are not a part of this Current
Report on Form 8-K.
The information included in Item 7.01 to this Current Report on Form 8-K shall
not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing. The information set forth under this Item 7.01 shall
not be deemed an admission as to the materiality of any information in this
Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Description
3.1 Articles of Amendment (Certificate of Designations for Series B
Preferred Stock) filed
Department of State
10.1 Stock Purchase Agreement by and among the Company, Lord Global
Corporation, and 27
10.2 Manufacturing, Distribution and Sales Agreement by and between the
99.1 Press Release issued
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