NUTRALIFE BIOSCIENCES, INC. Item 1.01. Entry into a Material Definitive Agreement
Stock Purchase Agreement
On
Each share of Series X Stock is convertible into shares of common stock, par
value
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
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
On
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
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
On
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
(d) Exhibits.
Exhibit No. Description
3.1 Articles of Amendment (Certificate of Designations for Series B
Preferred Stock) filed September 30, 2020 with the Florida
Department of State .
10.1 Stock Purchase Agreement by and among the Company, Lord Global
Corporation, and 27 Health, Inc. dated November 2, 2020 .
10.2 Manufacturing, Distribution and Sales Agreement by and between the
Company, 27 Health, Inc. dated November 2, 2020 .
99.1 Press Release issued November 5, 2020 .© Edgar Online, source
