Item 1.01. Entry into a Material Definitive Agreement.
On
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
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Stock Exchange Agreement, datedFebruary 21, 2023 , by and amongNutraLife BioSciences, Inc. ,Healthcare Concierges USA, Inc. , the stockholders ofHealthcare Concierges USA, Inc. andMrugesh Patel , as the stockholders' representative. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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