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
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46-3876675
|
(State
of Other Jurisdiction
|
(Commission
File
|
(IRS
Employer
|
of
Incorporation)
|
Number)
|
Identification
No.)
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2618 San Miguel, Suite 203
Newport Beach, CA
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(Address
of Principal Executive Offices)
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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
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
monitor
ing
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, I
nc.
(NYSE: ARK);
a
Vice
President of NorAm Energ
y,
Inc.
(NYSE: NAE / now NRG
Reliant Energy);
a
Vice
President of Entex Ga
s,
Inc.
s
\
(NYSE:
ETX); and
a
Manager
of Celeron Oil & Ga
s
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.
|
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NuLife
Sciences, Inc.
|
|
|
|
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|
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Date:
August 13, 2018
|
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By: /s/
Sean Clarke
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|
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Sean
Clarke
|
|
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CFO
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Item
9.01
Financial
Statements and Exhibits.
(d) Exhibits
.
|
|
Description
|
|
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Press
Release dated August 9, 2018
|
Exhibit
99.1
NuLife Announces Merger Agreement with Two Louisiana Electronic
Security Firms
NEWPORT BEACH, Calif., Aug. 09, 2018 (GLOBE NEWSWIRE) -- NuLife
Sciences, Inc. (OTCQB: “NULF”) announced today that it
has entered into a definitive merger agreement to acquire LJR
Security Services, Inc. (“LJR”) and Gulf West Security
Network, Inc. (“Gulf West”), a wholly-owned subsidiary
of LJR.
Pursuant to the merger agreement, a wholly-owned subsidiary of
NuLife Sciences, Inc. (“the Company” or
“NuLife”) will merge with and into LJR.
Consideration will be in the form of NuLife stock and the
assumption of LJR corporate debt. A Form 8-K will be filed with the
U.S. Securities & Exchange Commission (SEC) outlining full
details of the Agreement.
LJR and 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
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.
“Following extensive deliberation, and after conducting
wide-ranging research on a variety of industries, the Board of
NuLife made the fiduciary decision to supplement our current lines
of business with an expansion into the electronic security
industry,” said Sean Clarke, Chairman of NuLife.
“We decided upon this specific transaction as a means of
generating immediate revenue and cash flow through the acquisition
of operating security and fire alarm companies. We view the
acquisitions of LJR and Gulf West as the first steps in a long-term
plan to actively participate in the ongoing growth and development
of the domestic alarm industry.”
“We expect to close this transaction within the next sixty
(60) days, following the merger of LJR and Gulf West, and pending
the completion of a third-party audit of the combined LJR and Gulf
West,” Clarke said.
According to IBIS World, life safety is a rapidly-growing and
highly-fragmented industry comprised of more than 14,000 individual
enterprises (including many small “mom-and-pop”
businesses) across the United States which are collectively
generating over $22 billion in annualized revenues. These
enterprises are simultaneously experiencing both expansion through
new business starts as well as increasing consolidation via mergers
and acquisitions.
Added Clarke, “We are thrilled to add LJR and Gulf West to
our group; and we are ecstatic to welcome Lou Resweber to
organization; as he is a gentleman of the highest caliber, with a
demonstrated track record of success.”
“Lou has exemplified the highest level of character and
integrity throughout his career, and I am pleased that he will
spearhead our efforts to reposition NuLife as an emerging leader in
electronic security,” Luke said. “We are anxious
to tap into Lou’s experience in corporate restructuring; his
expertise in corporate finance, his aptitude for cost analysis, and
his demonstrated ability to implement new processes, increase
efficiencies, and improve bottom lines.”
●
About Louis J. Resweber
:
Prior to building LJR and Gulf West, Mr. Resweber was Chairman,
President & CEO of
Pelican Security
Network
, which he founded as a
‘start-up’ enterprise and grew into the one of the
nation’s fifty (50) largest providers of alarm services in
terms of customers served. In the process, Mr. Resweber
completed more than a dozen successful mergers and acquisitions,
and Pelican ultimately served more than twenty thousand (20,000)
residential, commercial and industrial alarm customers across a
seven-state region.
Previously, Mr. Resweber served as a Corporate Officer, Board
Member and / or Executive Consultant to a number NYSE and
NASDAQ-listed companies. As Chairman of
Westmark
Group
; he completed the
reorganization of this regional lender into a nationwide financial
concern. As President and CEO of
Network
Acquisition
, he spearheaded a
series of seventeen (17) mergers and acquisitions. And as
Senior Vice President of
United
Companies
, he developed a
capitalization plan that pushed UC’s stock price from $16 to
$132 per share, making it the top growth stock in the U.S. at that
time.
Beginning in the energy sector, he is a former Vice President
of
Arkla
Exploration
; Vice President
of
NorAm
Energy
(now NRG Reliant); Vice
President of
Entex
Gas
; and Manager
of
Celeron
Oil & Gas
(now Plains
All American); which merged with
Goodyear
to
build the nation's longest pipeline, twice as long as the Alaskan
Pipeline. For more information on Lou Resweber, please
visit:
https://www.linkedin.com/in/lou-resweber-0a145015/
.
●
About NuLife Sciences, Inc.
:
NuLife Sciences, Inc. is a biomedical and technology (development
stage) firm focused on the development of innovative and
life-saving organ transplant research; and also, on the development
of on-line websites related to the employment market. The
Company seeks to acquire and / or merge with other technology
companies, with a focus on saving and enhancing lives. For more
information on the Company, please
visit:
www.nulifesciences.us
.
●
About LJR Security Services, Inc.
:
LJR Security Services, Inc. provides engineering, design, sales,
installation, service, inspection and remote electronic monitoring
services for electronic security systems to residential,
commercial, industrial and institutional customers located
primarily in Lafayette, Baton Rouge and New Orleans, the three
largest metro markets in the State of Louisiana. LJR Security
is privately owned. For more information on LJR, please
visit:
www.ljrsecurity.com
.
●
About Gulf West Security Network, Inc.
:
Gulf West Security Network, Inc. is actively engaged in development
and expansion of its proprietary coalition of independently-branded
life safety and property protection providers, fire alert and
suppression system installers, electronic remote monitoring and
video surveillance specialists, smart home designers, systems
integrators, structured wiring professionals and electrical
contractors. Gulf West is a privately and wholly-owned
subsidiary of LJR Security Services, Inc. For more
information on Gulf West Security Network, please
visit:
www.gulfwestsecurity.com
.
●
Safe Harbor Disclosure
:
This News Release contains certain "forward-looking statements"
within the meaning of the Private Securities Litigation Reform Act
of 1995 that involve risks and uncertainties, many of which are
beyond the Company's, LJR’s and Gulf West’s control.
The Company's actual results could differ materially and adversely
from those anticipated in such forward-looking statements as a
result of certain factors, including those set forth below and
elsewhere in this News Release. All statements, other than
statements of historical facts, included in this News Release
regarding the consummation of the proposed Merger, the timing of
the same, the actual performance, timing and commercial viability
of therapies under development, as well as statements regarding
growth strategy, future operations, financial position, estimated
revenue or losses, projected costs, prospects and plans and
objectives of management are forward-looking statements. When used
in this News Release, the words "will," "may," "believe,"
"anticipate," "intend," "estimate," "expect," "project," "plan" and
similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain
such identifying words. All forward-looking statements speak only
as of the date of this News Release. The Company undertakes no
obligation to update any forward-looking statements or other
information contained herein. Potential investors should not place
undue reliance on these forward-looking statements. Although the
Company believes that its plans, intentions and expectations
suggested by the forward-looking statements included in this News
Release are reasonable, including the Merger, and the time
currently expected to close the Merger, the Company cannot assure
potential investors that these plans, intentions or expectations
will be achieved. The Company discloses important factors that
could cause its actual results to differ materially from its
expectations under "Risk Factors" in its most recent Annual Report
on Form 10-K for the Fiscal Year-Ended September 30, 2017, and
elsewhere in this News Release. These cautionary statements qualify
all forward-looking statements attributable to the Company or to
persons acting on its behalf. For additional information
regarding the Merger and the Merger Agreement, please see the
Company’s Current Report on Form 8-K, to be filed with the
U.S. Securities & Exchange Commission (the “SEC”)
substantially simultaneously with the date of the release of this
News Release, and for additional information regarding the Company,
please see the filings made by the Company with the SEC available
on the SEC’s website at
www.sec.gov
.
Contact:
|
Contact:
|
on behalf of NuLife Sciences, Inc.:
|
on behalf of Gulf West / LJR Security Services, Inc.
|
Ted Haberfield
|
Lou Resweber
|
cell:
(858)
204-5055
|
cell:
(225)
413-6392
|
direct:
(760)
755-2716
|
direct:
(337)
210-8790
|
e-mail:
thaberfield@mzgroup.us
|
e-mail:
lou.resweber@gulfwestsecurity.com
|
|
web-site(s):
www.ljrsecurity.com
/
www.gulfwestsecurity.com
|