Item
1.01. Entry into a Material Definitive Agreement
Stock
Purchase Agreement
On
November 2, 2020 (the “Closing Date”), NutraLife Biosciences, Inc. (the “Company”) entered into a Stock
Purchase Agreement (the “SPA”) by and between the Company, Lord Global Corporation, a Nevada corporation (the “Lord
Global”) and 27 Health, Inc., a wholly-owned subsidiary of Lord Global (“27 Health”). Pursuant to the SPA, the
Company acquired from Lord Global 250 shares of Series X Convertible Preferred Stock of Lord Global (the “Series X Stock”)
in exchange for the issuance by the Company to 27 Health of 12,500,000 shares of common stock, par value $0.0001 per share, of
the Company (the “NutraLife Common Stock”). The transactions pursuant to the SPA closed on the Closing Date.
Each
share of Series X Stock is convertible into shares of common stock, par value $0.001 per share, of Lord Global (the “Lord
Global Common Stock”) at the rate of 1,000 shares of Lord Global Common Stock per share of Series X Stock, subject to customary
adjustments for stock splits, stock dividend, stock combinations, recapitalizations or other similar transactions. The conversion
of the Series X Stock is subject to a customary beneficial limitation such that the Company may not convert the Series X Stock
into Lord Global Common Stock if such conversion would result in the Company and its affiliates having beneficial ownership of
in excess of 4.99% of the outstanding shares of Lord Global Common Stock, provided that the Company may elect to waive this limitation
on 61 days’ notice to Lord Global.
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 $4.00 (subject to customary adjustments), then Lord Global will issue to the Company, for no additional
consideration payable by the Company, a number of shares of Lord Global Common Stock equal to (i) $1,000,000, divided by (ii)
the share price as of such date, minus 250,000 (the “First Adjustment Shares”). A second such adjustment shall be
completed on the first business day following the one-year anniversary of the Closing Date, provided that at this adjustment the
number of First Adjustment Shares will also be deducted from any additional shares to be issued to the Company.
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.
The
MDS Agreement has an initial term of 5 years, with automatic extensions of 1 year each, subject to earlier expiration or termination
as set forth therein.
The
description of the MDS Agreement as set forth above is qualified in its entirety to the complete MDS Agreement, which is attached
hereto as Exhibit 10.2.