GULF WEST SECURITY NETWORK, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-04-04: Form 8-K; Period of report 2022-03-29; Description 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; Details 3.03.
- 2020-12-28: Form 8-K; Period of report 2020-12-21; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-10-26: Form 8-K; Period of report 2020-10-22; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2020-02-20: Form 8-K; Period of report 2020-02-14; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-04-04 | 8-K | 2022-03-29 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 3.03 The information contained in Item 5.03 relating to the Certificate of Amendment, the Reverse Stock Split, and Authorized Share Increase (each as defined and discussed in Item 5.03), is incorporated in this Item 3.03 by reference. 5.03 Gulf West Security Network, Inc. (the “Company”) filed with the Secretary of State of Nevada a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) amending its Fourth Article which became effective on April 1, 2022 to: (1) increase the authorized shares of common stock from 475,000,000 shares to 500,000,000 shares, par value $0.001 per share (the “Common Stock”) and increase the authorized shares of preferred stock from 25,000,000 shares to 50,000,000 shares, par value $0.001 (the “Preferred Stock” and collectively with the Common Stock the “Authorized Share Increase”); and 2) effect a one for two-hundred (1:200) reverse stock split (the “Reverse Stock Split”) of the shares of the Company’s outstanding Common Stock on a stockholder-by-stockholder basis except that the Reverse split will be effectuated on a certificate-by-certificate basis for shares held by registered holders. | gwsn_8k.htm |
| 2020-12-28 | 8-K | 2020-12-21 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into Material Definitive Agreement. | gwsn_8k.htm |
| 2020-10-26 | 8-K | 2020-10-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On October 22, 2020, Sean C. Clarke resigned as a member of the Board of Directors (the “Board”) of Gulf West Security Network, Inc. (the “Company”) to pursue other business opportunities. | gwsn_8k.htm |
| 2020-02-20 | 8-K | 2020-02-14 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On February 14, 2020, Gulf West Security Network, Inc. (the “Company”) and Daszkal Bolton LLP (“DB”) mutually agreed to terminate the engagement of DB as the Company’s independent registered public accounting firm. | gwsn_8k.htm |
| 2019-01-02 | 8-K/A | 2018-09-28 | 9.01 Financial Statements and Exhibits | gwsn_8ka.htm | |
| 2018-11-29 | 8-K/A | 2018-09-28 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant | 1.01 On September 28, 2018 (the “Closing Date”), Gulf West Security Network, Inc., fka NuLife Sciences, Inc. (“we”, “us”, “our” “GWSN”, or the “Company”), announced the closing, of that certain Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) and LJR Security Services, Inc. (“LJR”). 2.01 On the Closing Date, pursuant to the Merger Agreement, LJR merged with NuLife Sub (a subsidiary of GWSN), LJR is the surviving corporation. 3.02 The information contained in Item 1.01 above is incorporated herein by reference in response to this Item 3.02. 5.01 As previously described in Item 1.01, on the Closing Date of the Merger Agreement, the Registrant consummated the transactions contemplated by the Merger Agreement, pursuant to which, in exchange for all one hundred (100) issued and outstanding shares of LJR, Lou Resweber, the sole shareholder of LJR received one thousand (1,000) shares of 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, and one (1) share of Series C Preferred Stock, which carry no dividend, distribution, liquidation or conversion rights, however, the aggregate of shares of Series C Preferred Stock grant the holder thereof 50.1% of the total votes of all classes of capital stock of the Company, and are able to vote together with our common stockholders on all matters. | nulf_8k.htm |
| 2018-11-16 | 8-K | 2018-09-28 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 On September 28, 2018, the Board of Directors (the “Board”) of Gulf West Security Network, Inc. (the “Company) approved a change in fiscal year end of the Company from September 30th to December 31st. | f8k_gulfwest92818.htm |
| 2018-10-09 | 8-K | 2018-10-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Louis J. Resweber, Age 56, Chairman of the Board, Chief Executive Officer and Corporate Secretary. | f8k_louappt.htm |
| 2018-10-09 | 8-K | 2018-10-08 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 On October 8, 2018 Gulf West Security Network, Inc. (hereafter, “we” “us” “our” or the “Company”) dismissed its independent registered accountant, TAAD, LLP (hereafter “TAAD”). | f8k_gulfwest10818.htm |
| 2018-10-09 | 8-K | 2018-10-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 7.01 Regulation FD Disclosure | 1.01 On October 5, 2018 (the “Closing Date”), Gulf West Security Network, Inc., fka NuLife Sciences, Inc. (“we”, “us”, “our” “GWSN”, or the “Company”), announced the closing, of that certain Agreement of Merger and Plan of Reorganization (the “Merger Agreement”) through its wholly-owned subsidiary NuLife Acquisition Corp. (“NuLife Sub”) and LJR Security Services, Inc. (“LJR”). 2.01 On the Closing Date, pursuant to the Merger Agreement, LJR merged with NuLife Sub (a subsidiary of GWSN), LJR is the surviving corporation. 3.02 The information contained in Item 1.01 above is incorporated herein by reference in response to this Item 3.02. 5.01 As previously described in Item 1.01, on the Closing Date of the Merger Agreement, the Registrant consummated the transactions contemplated by the Merger Agreement, pursuant to which, in exchange for all one hundred (100) issued and outstanding shares of LJR, Lou Resweber, the sole shareholder of LJR received one thousand (1,000) shares of 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, and one (1) share of Series C Preferred Stock, which carry no dividend, distribution, liquidation or conversion rights, however, the aggregate of shares of Series C Preferred Stock grant the holder thereof 50.1% of the total votes of all classes of capital stock of the Company, and are able to vote together with our common stockholders on all matters. | f8k_nulf10518.htm |
| 2018-10-05 | 8-K | 2018-09-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 28, 2018, Mr. Fred Luke resigned as President of the Company. | f8k_nulf10518.htm |
| 2018-09-24 | 8-K | 2018-09-05 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On September 19, 2018, Gulf West Security Network, Inc., fka NuLife Sciences, Inc. (the “Company”) amended and restated its Articles of Incorporation providing for a change in the Company’s name to “Gulf West Security Network, Inc.” The amended and restated Articles of Incorporation are attached as an Exhibit to this Current Report. 5.07 On September 5, 2018, holders of a majority of the voting shares of the Company’s capital stock approved the amendment and restatement of the Company’s Articles of Incorporation as described in Item 5.03 above. | f8k_nulf092118.htm |
| 2018-08-20 | 8-K/A | 2018-08-09 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 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. 3.02 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. 5.01 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. 5.02 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. 7.01 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. | f8ka_nulf080918.htm |
| 2018-08-20 | 8-K/A | 2018-08-09 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 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. 3.02 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. 5.01 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. 5.02 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. 7.01 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. | f8ka_nulf080918.htm |
| 2018-08-14 | 8-K | 2018-08-09 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 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. 3.02 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. 5.01 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. 5.02 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. 7.01 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. | nulf_8k.htm |
| 2017-12-27 | 8-K | 2017-12-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On December 19, 2017, John Hollister resigned as Chief Executive Officer of NuLife Sciences, Inc. (the “Company”). 8.01 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. | f8k_nulf122617.htm |
| 2017-10-31 | 8-K | 2017-10-25 | 8.01 Other Events | 8.01 On October 25, 2017, NuLife Sciences Inc. (“NuLife”) entered into a non-binding term sheet (the “Term Sheet”) with Ensysce Biosciences, Inc. (“Ensysce”) regarding a proposed transaction (the “Transaction”) between the parties. | f8k_nulf102517.htm |
| 2017-10-31 | 8-K | 2017-10-24 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | f8k_nulf102417.htm |
| 2017-09-28 | 8-K | 2017-09-19 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On July 20, 2017, NuLife Sciences, Inc. (the “Company”) entered into that certain settlement agreement (the “Settlement”) with the Company’s sole director Sean Clarke in respect of $52,500 (the “Debt”) of outstanding debt on the books and records of the Company. 2.03 On August 14, 2017 and August 23, 2017, the Company executed the Kingdom and Hayden Purchase Agreements and issued the Kingdom and Hayden Purchase Notes as described in Item 1.01 above. 3.02 As noted in Item 1.01 above, on July 20, 2017, the Company entered into the Settlement in respect to the Debt outstanding on the books and records of the Company and due and payable to the Company’s sole director Sean Clarke. | f8k_nulf082017.htm |
| 2017-07-27 | 8-K | 2017-06-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On June 26, 2017, the Board of NuLife Sciences, Inc. (the “Company”) entered into a Securities Purchase Agreement (“SAP”) in connection with the issuance of a convertible promissory note (“Note”) in the aggregate principal amount of $78,000. 2.03 On June 26, 2017, the Company executed the SPA and issued the Note as described in Item 1.01 above. 3.02 On June 26, 2017, the Company issued a Note convertible into equity securities of the Company as described in Item 1.01 above. | f8k_nulf062617.htm |
| 2017-05-18 | 8-K | 2017-05-15 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 On May 15, 2017, the Board of Directors of NuLife Sciences, Inc. (the “Company”) approved an employment agreement (the “Employment Agreement”) and related option agreement (the “Option Agreement”) (collectively, the “Agreements”) in respect to the appointment of John Hollister (the Executive”) as Chief Executive Officer of the Company. 3.02 On May 15, 2017, the Board of Directors of the Company approved the Agreements, and the Options, and various other compensation in respect of the appointment of John Hollister as Chief Executive Officer of the Company, and as more particularly described in Item 1.01 above. 5.02 On May 15, 2017, the Board of Directors appointed John Hollister as the Company’s Chief Executive Officer. | f8k_nulife051717.htm |
| 2017-04-26 | 8-K | 2017-02-28 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On February 28, 2017, Sean Clarke, the sole director of NuLife Sciences Inc. (the “Company”) entered into those certain Stock Purchase Agreements (the “SPA’s”) for the sale of an aggregate of 1,000,000 shares of the Company’s common stock (collectively, the “Shares”) for a purchase price per share of $0.01 per share, for an aggregate of $10,000 in exchange for the Shares. 3.02 Also, as noted in Item 1.01 above, on February 28, 2017, the Company entered into a Debt Conversion Agreement with MZ in exchange for the conversion of certain of the Debt and a release of any and all claims for reimbursement for costs incurred by MZ related to the Company’s recent purchase of the assets of GandTex LLC. | f8k_nulife022817.htm |
| 2017-02-21 | 8-K/A | 2017-01-29 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On December 30, 2016, the Company announced on Form 8-K filed on January 6, 2017, the completion of that certain Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex, LLC, a Texas limited liability company (“GandTex”). 3.02 As described in Item 1.01 above, pursuant to the terms of the completed Asset Purchase, the Board issued 10,000,000 shares of Series B Preferred Stock of the Company to GandTex. | f8ka_nulife022017.htm |
| 2017-01-06 | 8-K | 2016-12-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On December 30, 2016, the Company announced the completion of that certain Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex, LLC, a Texas limited liability company (“GandTex”) as previously disclosed on Form 8-K on October 3, 2016. 3.02 As described in Item 1.01 above, pursuant to the terms of the completed Asset Purchase, the Board issued 10,000,000 shares of Series B Preferred Stock of the Company to GandTex. | f8k_nulife1617.htm |
| 2017-01-05 | 8-K | 2016-12-14 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 From December 14, 2016 to December 22, 2016, NuLife Sciences, Inc. (the “Company”) entered into those certain Note Purchase Agreements (collectively, the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes (collectively, the “Purchase Notes”) in the aggregate principal amount of $145,000. 2.03 From December 14, 2016 to December 22, 2016, the Company executed the Purchase Agreements and issued the Purchase Notes as described in Item 1.01 above. 3.02 As described in Item 1.01 above, from December 14, 2016 to December 22, 2016, the Company issued the Purchase Notes, convertible into equity securities of the Company as described in Item 1.01 above. | f8k_nulife010416.htm |
| 2017-01-05 | 8-K/A | 2016-11-15 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.03 From November 18, 2016 to December 3, 2016, the Company executed the Purchase Agreements and issued the Purchase Notes as described in Item 1.01 above. 3.02 As described in Item 1.01 above, from November 18, 2016 to December 3, 2016, the Company issued the Purchase Notes, convertible into equity securities of the Company as described in Item 1.01 above. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.. | f8ka_nulife111516.htm |
| 2016-12-22 | 8-K | 2016-11-15 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 From November 18, 2016 to December 3, 2016, NuLife Sciences, Inc. (the “Company”) entered into those certain Note Purchase Agreements (collectively, the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes (collectively, the “Purchase Notes”) in the aggregate principal amount of $540,000. 2.03 From November 18, 2016 to December 3, 2016, the Company executed the Purchase Agreements and issued the Purchase Notes as described in Item 1.01 above. 3.02 As described in Item 1.01 above, from November 18, 2016 to December 3, 2016, the Company issued the Purchase Notes, convertible into equity securities of the Company as described in Item 1.01 above. 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.. | f8k_nulife111516.htm |
| 2016-11-16 | 8-K | 2016-11-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 On September 27, 2016, NuLife Sciences, Inc., fka SmooFi, Inc. (the “Company”) entered into those certain Note Purchase Agreements (collectively, the “Purchase Agreements”) in connection with the issuance of certain convertible promissory notes, dated October 11, 2016 (collectively, the “Purchase Notes”) in the aggregate principal amount of $50,000. 2.03 The Company executed the Purchase Agreements and issued the Purchase Notes as described in Item 1.01 above. 3.02 As described in Item 1.01 above, the Company issued the Purchase Notes, convertible into equity securities of the Company as described in Item 1.01 above. 5.03 On October 31, 2016, the Company amended and restated its Articles of Incorporation in the form attached hereto as Exhibit 3(i). 5.07 On October 31, 2016, the Board of Directors and holders of a majority of the voting rights of the Company’s capital stock approved a restatement of the Company’s Articles of Incorporation and Bylaws as more particularly described in Item 5.03 above. | f8k_nulife110116.htm |
| 2016-10-17 | 8-K | 2016-10-03 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On October 3, 2016, SmooFi, Inc. (hereafter, “Company”) entered into an Asset Purchase Agreement to acquire all of the assets (the “Asset Purchase”) of GandTex, LLC, a Texas limited liability company (“GandTex”). 1.02 On October 13, 2016, the Company formally terminated two (2) Letters of Intent: the Letter of Intent between the Company and Generex Biotechnology Corporation (OTCQB: GNBT) released by Generex on April 23, 2015 announcing that it had entered into a non-binding Letter of Intent (LOI) to license the Generex proprietary RapidMist™ drug delivery technologies to Smoofi, Inc. (OTCQB: SMFI) for the delivery of medicinal and recreational cannabis (the “Generex License”), and the Non-non-binding Letter of Intent dated April 22, 2015 between the Company and Dennis Holle to acquire fifty (50%) Interest of CorDen Limited Liability Company from Mr. Holle (the “CorDen Acquisition”). 3.02 As described in Item 1.01 above, on October 12, 2016, the Board approved the creation and issuance of 10,000,000 shares of Series B Preferred Stock of the Company to GandTex. | f8k_smfi101416.htm |
| 2016-09-19 | 8-K | 2016-09-02 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 On September 2, 2016, SmooFi, Inc. (the “Company”) amended and restated that certain outstanding promissory note of the Company, dated July 3, 2015, and in the principal amount of $50,025 (the "Default Note"). 2.03 As described in Item 1.01 above, on September 2, 2016, the Company amended and restated the Default Note. 3.02 As described in Item 1.01 above, on September 2, 2016, the Company amended and restated the Default Note. | f8k_smfi9216.htm |
| 2016-09-16 | 8-K | 2016-08-27 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On August 27, 2016, SmooFi, Inc. (the “Company”) announced the resignation of its Chief Executive Officer Sean Cameron Clarke. | f8k_smfi82716.htm |
| 2016-09-16 | 8-K | 2016-08-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On August 26, 2016, holders of a majority of the voting securities of the Company removed Brian Loiselle as a Director of SmooFi, Inc. (the “Company”). 5.07 On August 26, 2016, holders of a majority of the voting securities of the Company removed Brian Loiselle as a Director of the Company as described in Item 5.02 above. | f8k_smfi82616.htm |
| 2015-04-28 | 8-K | 2015-04-23 | 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.01 On April 24, 2015, Derek Cahill, the principal shareholder of SmooFi, Inc. (“we,” “our,” “us,” “our company,” “the Company,” “SMFI,” or the “Registrant”), consummated a stock purchase agreement which provided for the sale of 7,250,000 shares of common stock of the Company to Blue River Equity, LLC. 5.02 On April 28, 2015, the Company’s Board, pursuant to authority granted under the Company’s Bylaws, increased the size of the Company’s Board from one seat to two seats and nominated Brian Loiselle to fill the vacant seat on the Board. 8.01 On April 23, 2015, Generex issued a press release announcing that it signed a non-binding letter-of-intent with the Registrant to license the Generex proprietary RapidMist™ drug delivery technologies for the delivery of medicinal and recreational cannabis derived products into the bloodstream through the buccal membrane. | smfiform8k150428.htm |
| 2015-04-22 | 8-K | 2015-04-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 21, 2015, John E. Donahue was retained to serve as Chief Operating Officer of the Company. 8.01 On April 21, 2015, the Board of Directors of the Company approved a three-for-one forward stock split of the Company’s common stock. | smfiform8k150422.htm |