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): May 23, 2019

LANS HOLDINGS INC
 
(Exact name of registrant as specified in its charter)

 

Nevada 000-55725

47-4426774

 

(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

 

801 Brickell, Miami, Florida 33133
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code : 305-755-7451

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 (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

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.

 

On May 23, 2019, Lans Holdings Inc. (the “Company” or “LAHO”) entered into a Binding Letter of Intent (“LOI”), with Global Stem Cells Group Inc. (“GSCG”), a corporation duly formed under the laws of the State of Florida, (collectively the “Parties”), setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of GSCG, representing all of GSCG’s issued and outstanding shares of common stock and 100% ownership in GSCG (“GSCG Shares”), which GSCG Shares are all held by Benito Novas (“BN” or the “Shareholder”), (the “Transaction”).

 

The LOI sets forth the terms of the Transaction as follows:

 

1. Subject to LAHO declaring itself satisfied with its due diligence of GSCG within 60 days of the execution of the LOI, the Parties agree to enter into a definitive agreement for the consummation of the Transaction within 150 days of the execution of the LOI and the closing of the Transaction shall occur at the time of execution or such later date as is practicable following the execution of the definitive agreement.

 

2.       Such definitive agreement will incorporate the Parties’ understandings with respect to the terms of the closing of the Transaction, among other things, the following:

 

(i)  LAHO shall receive all of the GSCG Shares from BN.

(ii)  In exchange for the GSCG Shares, LAHO shall issue the following to BN:

 

a. 237,500 shares of Series C Preferred Stock; and

 

b. 8,974 shares of Series D Preferred Stock.

 

c. In addition, LAHO shall pay an amount equal to $300,000 USD to GSCG which may be paid in multiple tranches with the total payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties; 


 

d. Each of LAHO and GSCG shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed within the context of the Closing. 


 

The above description of the LOI is filed as Exhibit 10.1 hereto and is incorporated in its entirety herein by this reference.

 

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

 

To the extent required by Item 3.03 of Form 8-K, the information provided in response to Item 1.01 of this report is incorporated by reference into this Item 3.03.

 

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

 

On May 24, 2019, the Company’s board of directors accepted the resignation of Mr. Trevor Allen as its chief Executive Officer effective immediately. Mr. Allen will continue to be a member of the Company’s Board of Directors. Mr. Allen is resigning to pursue other endeavours and there were no disagreements between Mr. Allen and the Company regarding the Company's operations, policies or practices.

On May 24, 2019, our Board of Directors appointed Mr. David Christensen as the Company's Chief Executive Officer. Mr. Christensen will continue to serve as a member of the Company's Board of Directors.

 

Mr. Christensen is currently a member of our Board of Directors.

 

From 2005 to the present, Mr. Christensen owned and operated ETC Consulting Services based out of Scottsdale, Arizona. He has a BA in Organizational Communications from Brigham Young University in Provo, Utah.

 

Mr. Christensen has over 25 years’ experience in strategy deployment including unique expertise in global supply chains, Point Of Sale, logistics, freight, distributions, inventories, service repairs, CRM, customer service and call center work. Additionally, his International team includes industry experts in engineering, IT hardware, ERP applications, security management, as well as marketing and PR. As a Black Belt, he uses the best tools from Lean/Six Sigma Principles of Strategy Deployment. Dave is a known expert for not only developing Strategic Business Objectives, but also for his methodology of Execution Excellence. His goal is to help companies surpass the competition by creating a Sustainable Competitive Advantage.

 

Aside from that provided above, Mr. Christensen does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

 

There are no family relationships between our officers and/or directors. Other than as disclosed in previous Company’s filings, Mr. Christensen has not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years.

 

ITEM 8.01 OTHER EVENTS

 

On May 23, 2019 the Company issued a press release announcing the execution of the Binding Letter of Intent and the resignation of Mr. Allen, which is filed as Exhibit 99.1 hereto.

 

The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing. 

 

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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits

 

Exhibit Description

No.

 

10.1   Binding Letter of Intent, dated May 23, 2019 by and between Lans Holdings Inc., Trevor Allen, Global Stem Cells Group Inc. and Benito Novas.
     
99.1   Press release dated May 23, 2019 of Lans Holdings Inc., announcing the execution of the Binding Letter of Intent and the resignation of Mr. Allen.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  Date: May 28, 2019   Lans Holdings Inc
       
       
      By: /s/ David Christensen
      Davis Christensen
      Chief Executive Officer

 

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BINDING LETTER OF INTENT

 

The present document is a Binding Letter of Intent (“Binding LOI”) between Lans Holding Inc., a Nevada corporation having its principle place of business at 801 Brickell, Miami, FL 33133(“Pubco), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77 th Court, suite 304, Miami Lakes, Florida, 33016 USA, (“GSCG”) Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and residing in Miami Florida, (“BN referred to herein as Shareholder (Pubco, BN referred to herein as Parties or Party), whereby Pubco shall purchase all of the outstanding shares in GSCG (“Transaction”) under the following terms and conditions:

 

1. Whereas, there are currently 50,000,000 (Fifty Million) shares of common stock, no par value, issued and outstanding in GSCG (“GSCG Common Stock”);

 

2. Whereas, BN is the lawful holder of 50,000,000 (Fifty Million) shares of GSCG Common Stock (“BN Shares”);

 

3. Whereas BN is the holder of all of the issued and outstanding shares of GSCG Common Stock, representing 100% ownership in GSCG (“GSCG Shares”).

 

4. Whereas Pubco wishes to purchase from the Shareholder and the Shareholder wish to sell to Pubco, all of the GSCG Shares.

5. The Parties agree that Pubco shall purchase from the Shareholder all of the GSCG Shares (the “Transaction”) for an aggregate amount of shares and cash, the whole as set out in Section 9b. below.

6. The Parties hereby acknowledge and agree that this Binding LOI and the execution of a Definitive Agreement is subject to and contingent upon Pubco having first declared itself satisfied with the results of its due diligence of GSCG (“Due Diligence Satisfaction”) within a period of 60 days from the date of the execution of this Binding LOI (“Due Diligence Satisfaction Deadline”).

   
 

 

7. Subject to and following Pubco’s Due Diligence Satisfaction, the Parties agree and undertake to enter into mutually agreeable definitive agreements (“Definitive Agreement”) and any other documents necessary for the closing of the Transaction (“Closing”), within 150 days of the execution of this Binding LOI. Such Closing shall occur at the time of the Execution of the Definitive Agreement or at such other date as is practicable following the execution of the Definitive Agreement.

8. The Parties further undertake that prior to the Closing, each of Pubco and GSCG shall have obtained all consents and approvals including, without limitation, board of director approval and shareholder consent, as are necessary for the approval of the Transaction, and the execution of all related documents including, without limitation, the Definitive Agreement.

 

9. The Definitive Agreement will incorporate the Parties’ understandings with respect to the terms of the Transaction, among other things, the following:

 

a. Pubco shall receive all of the GSCG Shares from the Shareholder as follows:

 

I. Pubco shall receive all of the BN Shares from BN;

 

II. BN shall deliver to Pubco the respective certificates representing his respective GSCG Shares upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.

 

b. In exchange for the GSCG Shares, Pubco shall issue the following (“Payment Shares”):

 

I.BN shall receive:

 

a. 237,500 (two hundred and thirty seven thousand five hundred) shares of Series C (as defined in Section 10 herein below); and

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b. 8,974 (eight thousand nine hundred and seventy four) shares of Series D (as defined in Section 10c herein below).

 

c. Pubco shall deliver the Payment Shares to BN upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

 

d. In addition, Pubco shall pay an amount equal to $300,000 USD (three hundred thousand dollars US) Payment to GSCG which may be paid in multiple tranches with the total Payment amount being paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties;

e. Each of Pubco and GSCG shall retain its respective current CEO and Director(s), and no other director(s) shall be appointed within the context of the Closing.

 

10. Pubco represents and warrants the following:

 

a. Other than for the undesignated authorized shares of Preferred Stock as stated in Pubco’s financial filings, Pubco has no other authorized or issued classes or series of shares other than the following:
i. Common Stock, of which 242,288,273 shares were issued and outstanding as at October 17, 2017, the date of Pubco’s latest filing with the SEC;

 

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ii. Series C Preferred Stock (“Series C”) of which a total of 250,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing;

 

iii. Series D Preferred Stock (“Series D”) of which a total of 10,000 shares including the Payment Shares to be issued herein, shall be issued and outstanding within 5 business days of Closing.

 

b. Pubco further warrants that other than any changes in authorized share capital of any class of shares, no other amendments shall be made to any of the rights and preferences of any classes of shares existing at the time of execution of this Binding LOI.

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI.

 

11. GSCG represents and warrants the following:

 

a. GSCG has no other authorized or issued classes or series of shares other than Common Stock, of which 50,000,000 shares are currently issued and outstanding.

b. No changes shall have been made to the share capital of GSCG at the time of the consummation of the contemplated Transaction and Section 11a. herein above shall hold true as of such consummation.

 

c. It has the necessary consent, legal authority and power to enter into this Binding LOI.

d. Each of GSCG and/or BN shall not intentionally take any action that may adversely affect the financial performance and/or financial situation of GSCG;

 

e. Shareholder further undertakes and warrants that he shall not:

 

i. sell, transfer, assign, offer, pledge, contract to sell, transfer or assign, sell any option or contract to purchase, purchase any option or contract to sell, transfer or assign, grant any option or right to purchase, or otherwise transfer, assign or dispose of, directly or indirectly, any of the assets of GSCG outside the normal scope of business and/or any portion of the GSCG Shares;

 

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ii. enter into any swap or other arrangement that transfers or assigns to another person or entity, in whole or in part, any of the economic benefits, obligations or other consequences of any nature of ownership of any portion of the GSCG Shares;

 

12. The Parties acknowledge that any breach by any of GSCG and/or the Shareholder of any of their respective obligations under of any of Sections 5,6,7,8,9,11, 13,16 and/or17 and/or any subsections therein (“Sections”), shall result in irreparable damage to Pubco. In the event of any such breach, Pubco shall be entitled to:

 

i. An initial penalty equal to $500,000 USD (five hundred thousand dollars US) to be paid by Shareholder and/or GSCG, in addition to specific performance and immediate injunctive and any and all other relief, by way of monetary damages or any other remedy in equity or at law against Shareholder and/or GSCG, its affiliates and their respective officers, employees, agents, or other representatives;

 

ii. A reimbursement of any amounts of Payment made to GSCG; and

 

iii. A reimbursement of any and all fees incurred by Pubco pursuant to Section 19 herein below.

13. Should Pubco declare itself unsatisfied, within the Due Diligence Satisfaction Deadline, with its Due Diligence, the Parties agree that the Binding LOI shall no longer be binding unto the Parties herein, save for Sections 14, 15, 16 and 17, which shall survive the termination of this Binding LOI.

 

14. Other than what appears in the public domain, the Parties understand and agree that this Binding LOI, the terms of the Transaction and the negotiations thereof and any other information relating to the contemplated transactions herein, are confidential and shall not be disclosed to any third party, without the express written consent of the Parties.

 

15. The Parties agree that Pubco shall bear the cost of all required fees associated with the contemplated Transaction, including but not limited to legal and accounting fees, regardless of whether or not the contemplated transactions herein is consummated.

 

16. The Parties agree that this Binding LOI shall be construed and governed by the laws of the State of Nevada. Subject to Section 21 herein below, the Parties hereby agree to submit the resolution of any disputes or controversies relating hereto to the Courts of the State of Nevada.

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17. Notwithstanding the above, in the event of any disputes and/or controversies arising out of or relating to this Binding LOI and upon mutual written agreement by the Parties, the Parties shall submit any such disputes and/or controversies to binding arbitration in lieu of litigation, and upon any such submission, the Parties consent to the resolution thereof by such arbitration.

 

18. The Parties acknowledge the binding nature of this Binding LOI and agree to be bound by the terms of this Binding LOI. This Binding LOI may be signed in one or more counterparts, each of which so signed shall be deemed to be an original and such counterparts together shall constitute one and the same instrument.

 

 

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS THEREOF, the Parties agree on the content of this Binding LOI and, as evidence thereof, have signed this Binding LOI on this day of 2019.

  

 

  GLOBAL STEM CELL GROUP INC.     LANS HOLDING INC.
By: /s/ Benito Novas   By: /s/ Trevor Allen
  Benito Novas, CEO     Trevor Allen, CEO

 

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Lans Holdings Enters Into Binding LOI To Acquire Global Stem Cells Group

Reno, Nev., May 23, 2019—  Lans Holdings Inc. is pleased to announce that it has entered into a binding letter of intent to acquire 100% of Global Stem Cells Group Inc (GSCG).

GSCG operates in the global stem cell market which is forecasted by Transparency Market Research to reach $270 billion dollars by 2025 of which roughly 40% or $100 billion will be derived from outside of North America and growing at a 13.8% compounded annual growth rate.

GSCG specializes in leading-edge stem cell research, patient application and physician training. The company licenses its name and intellectual property to physicians around the world and supplies them with necessary equipment and medical supplies to perform stem cell treatments. The company currently has one of the largest member clinic networks in the world spanning over 25 countries.

“We are very pleased to have entered into this binding LOI with Global Stem Cells Group,” said Dave Christensen, CEO of Lans Holdings Inc, “This transaction represents a significant opportunity for our company to enter the explosive field of Stem Cell technology with a proven and seasoned team and I look forward to working closely with GSCG to execute on their growth plans.”

“We are excited to join forces with Lans Holdings,” said Benito Novas, President and CEO of Global Stem Cells Group, “This union will allow us to have access to the capital markets to further fuel our growth as the global stem cells market enters into an accelerated expansion phase.”

About Lans Holdings Inc.

Lans Holdings offers payment solutions. The Company makes it easy for sellers to start selling, and buyers to buy with confidence. The Company plans to process credit card payments online. In time, the Company hopes to be known in the industry as a secure and reliable source of payment processing. With the Company's breadth of business structure experience and technology consultants, the Company aims to help projects and companies grow.

   
 

 

Further information on the Company can be found at  www.sec.gov  and the company's website at  www.LansHoldings.com .

Forward Looking Statements

Some information in this document constitutes forward-looking statements or statements which may be deemed or construed to be forward-looking statements, such as the closing of the share exchange agreement. The words “plan”, "forecast", "anticipates", "estimate", "project", "intend", "expect", "should", "believe", and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve, and are subject to known and unknown risks, uncertainties and other factors which could cause the Company's actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and other factors are more fully discussed in the Company's filings with the U.S. Securities and Exchange Commission. All forward-looking statements attributable to Lans Holdings Inc., herein are expressly qualified in their entirety by the above-mentioned cautionary statement. Lans Holdings Inc., disclaims any obligation to update forward-looking statements contained in this estimate, except as may be required by law.

For further information, please contact:

investors@lans.holdings
Telephone: +1.786.786.5758  

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