UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 14C
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c)
of the Securities Exchange Act of 1934
Check the appropriate box:
☒ | Preliminary information statement |
□ | Confidential, for use of the Commission only (as permitted by Rule 14c-5(d)(2)) |
□ | Definitive information statement |
NULIFE SCIENCES, INC.
(Name of Registrant as Specified in Its Charter)
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NULIFE SCIENCES, INC.
1031 Calle Recodo, Suite B
San Clemente, CA 92763
PRELIMINARY INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY,
AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
INTRODUCTION
This Information Statement is furnished to the stockholders of NuLife Sciences, Inc., a Nevada corporation, in connection with action taken by our board of directors and the holders of a majority in interest of our voting capital stock to effect an amendment and restatement of our Articles of Incorporation (“Restatement”) to increase the authorized common shares of common stock and change the Company’s name from SmooFi, Inc. to NuLife Sciences, Inc. The foregoing actions have been ratified by the written consent of the holders of a majority in interest of our voting capital stock, consisting of our outstanding common stock and Series A Preferred Stock as well as our board of directors, by written consent on October 31, 2016. We anticipate that a copy of this Definitive Information Statement will be mailed to our shareholders as of the date hereof. We have attached a copy of the Restatement to this Information Statement for your reference.
RECORD DATE, VOTE REQUIRED AND RELATED INFORMATION
If the Restatement were not adopted by majority written consent, it would have been required to be considered by our stockholders at a special stockholders’ meeting convened for the specific purpose of approving the Restatement. The elimination of the need for a special meeting of stockholders to approve the Restatement is made possible by Section 78.320 of Nevada Revised Statutes (the “NRS”), which provides that the written consent of the holders of outstanding shares of voting capital stock, having not less than the minimum number of votes which would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, may be substituted for such a special meeting. Pursuant to the NRS, a majority in interest of our capital stock entitled to vote thereon is required in order to approve the Restatement. In order to eliminate the costs and management time involved in holding a special meeting, our Board of Directors determined that it was in the best interests of all of our shareholders that the Restatement t be adopted by majority written consent and this Information Statement to be mailed to all stockholders as notice of the action taken.
The record date for purposes of determining the number of outstanding shares of our voting capital stock, and for determining stockholders entitled to vote, is the close of business on October 31, 2016 (the “Record Date”). As of the Record Date, we had outstanding:
(i) | 31,085,800 shares of common stock; |
The transfer agent for our common stock is Direct Transfer, LLC, 500 Perimeter Park Drive, Suite D, Morrisville, NC 27560.
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NO MEETING OF STOCKHOLDERS REQUIRED
We are not soliciting any votes in connection with the Restatement. The persons that have consented to the Restatement hold a majority of the Company’s outstanding voting rights and, accordingly, such persons have sufficient voting rights to approve the Restatement.
RESTATEMENT OF ARTICLES OF INCORPORATION
We are amending and restating our Articles of Incorporation in their entirety to:
(i) | Change the Company’s name from “SmooFi, Inc.” to “NuLife Sciences, Inc.” |
(ii) | Increase the number of authorized shares of Preferred Stock to 25,000,000; |
(iii) | Increase the number of authorized shares of Common Stock to 475,000,000; |
(iv) | Define, with respect to the Preferred Stock, the manner in which the Board may define the powers, preferences, rights, and restrictions thereof. |
These changes to our Articles of Incorporation will enable the Company’s board of directors, without further authorization from shareholders, to issue up to 475,000,000 shares of common stock and up to 25,000,000 shares of preferred stock having such rights, privileges, and preferences as determined by the board of directors, for consideration deemed adequate in exchange for such shares. We have attached a copy of the Restatement to this Information Statement.
PLANS, ARRANGEMENTS, UNDERSTANDING OR AGREEMENTS, WRITTEN OR ORAL, WITH RESPECT TO THE ISSUANCE OF ANY NEWLY AUTHORIZED SHARES OF COMMON STOCK
We have discussed the possibility of issuing shares of common stock of the Company as a stock dividend, remuneration for management services, debt settlement, and incentive plans for new employees. We do not have any agreements, arrangements, or understandings yet with respect to any further issuances of shares of common stock, but it is likely that we will issue more common stock up to the amount of common stock authorized by our Articles of Incorporation. Any material common stock issuances will be disclosed in accordance with the disclosure requirements of the Securities Exchange Act of 1934.
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The following table sets forth the beneficial ownership of each of our directors and executive officers, and each person known to us to beneficially own 5% or more of the outstanding shares of our common stock, and our executive officers and directors as a group, as of October 31, 2016. Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the securities. Unless otherwise indicated, we believe that each beneficial owner set forth in the table has sole voting and investment power and has the same address as us. Our address is 1031 Calle Recodo, Suite B, San Clemente, CA 92763. As of October 31, 2016, we had 31,085,800 shares of common stock issued and outstanding. The following table describes the ownership of our voting securities (i) by each of our officers and directors, (ii) all of our officers and directors as a group, and (iii) each person known to us to own beneficially more than 5% of our common stock or any shares of our preferred stock.
Name | Shares of Common Stock Beneficially Owned | Percent of Class | Shares of Preferred Stock Beneficially Owned | Other Beneficial Ownership | Total | Voting Percentage for all Classes (fully-diluted) | ||||||||||||||||||
Sean Cameron Clarke(1) | 1,500,000 | 4.83 | % | — | * | — | 1,500,000 | 4.83 | % | |||||||||||||||
Fred S. Luke(2) | — | * | — | * | — | — | * | |||||||||||||||||
Derek Cahill(3) | 21,750,000 | 69.97 | % | — | * | — | 21,750,000 | 69.97 | % | |||||||||||||||
All directors and executive officers as a group (2 persons) | 1,500,000 | 4.83 | % | — | * | — | 1,500,000 | 4.83 | % |
* - indicates less than one percent
(1) | Chief Financial Officer, Secretary and sole member of the Board of Directors. |
(2) | President of the Company. |
(3) | Beneficial shareholder of the Company. |
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NO DISSENTER’S RIGHTS
Under the NRS, stockholders are not entitled to dissenter’s rights of appraisal with respect to the restatement of our Articles of Incorporation.
PROPOSALS BY SECURITY HOLDERS
No security holder has requested us to include any additional proposals in this Information Statement.
INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON
No officer, director or director nominee has any substantial interest in the matters acted upon by our Board and shareholders, other than his role as an officer, director or director nominee. No director has informed us that he intends to oppose the Restatement.
ADDITIONAL INFORMATION
We file reports with the Securities and Exchange Commission (the “SEC”). These reports include annual and quarterly reports, as well as other information the Company is required to file pursuant to the Securities Exchange Act of 1934. You may read and copy materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC athttp://www.sec.gov.
DELIVERY OF DOCUMENTS TO SECURITY HOLDERS SHARING AN ADDRESS
Only one Information Statement is being delivered to multiple security holders sharing an address unless we received contrary instructions from one or more of the security holders. We shall deliver promptly, upon written or oral request, a separate copy of the Information Statement to a security holder at a shared address to which a single copy of the document was delivered. A security holder can notify us that the security holder wishes to receive a separate copy of the Information Statement by sending a written request to us at 1031 Calle Recodo, Suite B, San Clemente, CA 92763, or by calling us at (949) 973-0684. A security holder may utilize the same address and telephone number to request either separate copies or a single copy for a single address for all future information statements and proxy statements, if any, and annual reports of the Company.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Fred S. Luke
Fred S. Luke
President
November 15, 2016
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