UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 21, 2023, NutraLife BioSciences, Inc. (the “Company”) entered into a Stock Exchange Agreement (the “Agreement”) by and among the Company, Healthcare Concierges USA, Inc. (the “Seller”), the stockholders of the Seller (collectively, the “Stockholders”) and Mrugesh Patel, as the Stockholders’ representative.
Pursuant to the terms of the Agreement, the Company agreed to acquire all of the Seller’s common stock from the Stockholders in exchange for the issuance by the Company to the Seller of 1,000,000 shares of the Company’s common stock (the “Exchange”). In addition, the Company agreed to issue to the Seller up to an additional 49,000,000 shares of the Company’s common stock within 75 days of the closing date of the Exchange pending satisfactory completion of the Company’s audit of the Seller’s books and records per the terms of the Agreement. Among other things, if there is a discrepancy of more than 30% between the target working capital calculations and the closing net working capital statement, the Company will have the right, exercisable in its sole discretion, to revoke, cancel, rescind or terminate the Agreement.
The Agreement contains customary representations and warranties made by the parties to the Agreement.
The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 2.1 and is incorporated herein by reference.
Item 8.01. Other Events.
Although the Agreement contemplated that the Exchange would close on February 21, 2023, simultaneously with execution of the Agreement, the Exchange has not yet closed. The parties expect that the Exchange will close within the next few days.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Stock Exchange Agreement, dated February 21, 2023, by and among NutraLife BioSciences, Inc., Healthcare Concierges USA, Inc., the stockholders of Healthcare Concierges USA, Inc. and Mrugesh Patel, as the stockholders’ representative. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NUTRALIFE BIOSCIENCES, INC. | ||
| Date: February 28, 2023 | By: | /s/ Edgar Ward |
Edgar Ward Chief Executive Officer | ||