OTC/PINK Breaking Material Events

[Quintessence]

NULF(.15) 8-K - Merger, Changes in Control

https://www.otcmarkets.com/filing/html?id=12915636&guid=AQTEUq9sKMDWqth

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

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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.

Lou Resweber, Chairman and Chief Executive Officer
Sean Clarke, Director