UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event
reported): July 1, 2019
MESO NUMISMATICS, INC.
(Exact name of Registrant as specified in its charter)
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Nevada
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000-56010
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88-0492191
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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433 Plaza Real Suite 275
Boca Raton, Florida 33432
(Address of principal executive offices, including zip code)
(800) 889-9509
(Registrant’s telephone number, including area code)
Check the appropriate box below if the
8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
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Written communication pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a -12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d -2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e -4(c)).
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Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the
Securities Exchange Act of 1934 (17 CFR §240.12b -2).
Emerging growth company ☐
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐
Item 1.01 Entry into a Material Definitive Agreement.
Letter of Intent
On July 1, 2019, Meso Numismatics, Inc. (the
“Company”) entered into a binding letter of intent (the “Letter of Intent”) with two sellers (the “Sellers”)
for the purchase of 51% of the issued and outstanding membership units (the “Membership Units”) of Arkkosoft Smart
Solutions S.A., a Costa Rica corporation (d/b/a Green Pay “Green Pay”). The Letter of Intent provides that, contingent
upon the Company receiving financing in the amount of approximately One Million USD ($1,000,000), the purchase price of the Membership
Units of Green Pay shall equal an amount of shares of the Company’s Series BB Preferred Stock (the “Series BB Preferred”)
equal to approximately One Million Seven Hundred and Fifty Thousand USD ($1,750,000) (the “Purchase Price”). The Letter
of Intent also provides that the Company and the Sellers will negotiate the terms of a definitive purchase and sale agreement (the
“Purchase Agreement”) for the purchase of the Membership Units.
Subject to the execution of a Purchase Agreement,
the Letter of Intent sets forth that, subject to certain terms and conditions, the Company may repurchase up to one-half of the
shares of the Series BB Preferred issued to the Sellers in connection with the close of the Purchase Agreement.
This Letter of Intent may be terminated upon mutual written
consent of the Company and the Seller at any time prior to July 15, 2019 if a Purchase Agreement has not been entered into with
a final closing date.
On July 15, 2019, the Company issued
a press release announcing the Letter of Intent (the “Press Release”). A copy of the Press Release is attached as Exhibit
99.1 hereto.
The foregoing descriptions of the Letter
of Intent and the Press Release do not purport to be complete and are qualified in their entirety by reference to the Letter of
Intent and the Press Release, which are filed as, respectively, Exhibits
10.1
and
99.1
hereto.
Item 9.01 Financial Statements Exhibits.
SIGNATURE
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.
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Meso Numismatics, Inc.
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Date: July 15, 2019
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By:
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/s/
Melvin Pereira
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Melvin Pereira
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Chief Executive Officer
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Exhibit
10.1
MESO
NUMISMATICS, INC.
433 PLAZA REAL SUITE 275
BOCA RATON, FLORIDA 3432
July
1st, 2019
Arkkosoft
Smart Solutions S.A.
Edificio
Centro Cars
Mata
Redonda
San
José, Costa Rica 10108
Attn:
Eva Maria Maklouf Coto, President
Attn:
Douglas Villalobos Viales, Secretary
Re.
Binding Letter of Intent
Dear
Mrs. Maklouf and Mr. Villalobos:
This
binding letter of intent (this “Letter of Intent”) sets forth the intention of the undersigned, Meso Numismatics, Inc.,
a Nevada corporation (“Meso”) and Arkkosoft Smart Solutions S.A. (Operating as Green Pay), a Costa Rica corporation
(“Green Pay”) to enter into a transaction whereby Meso will acquire 51% of the issued and outstanding common stock
of Green Pay (the “Transaction”), in accordance with and subject to the terms of a definitive stock purchase agreement
to be executed by the parties (the “Definitive Stock Purchase Agreement”). Each of Green Pay and Meso may hereinafter
be referred to as a “Party” or, collectively, the “Parties.”
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1.
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Purpose
and Transaction Summary
. Meso, contingent upon a financing in the amount of approximately
$1,000,000, wishes to acquire, pursuant to the Transaction, 51% of the issued and outstanding
shares/membership units of Green Pay (the “Sale Shares”), for a purchase price
of the amount of shares of Series BB Preferred Stock equal to approximately One Million
Seven Hundred and Fifty Thousand United Stated Dollars ($1,750,000) (the “Purchase
Price”). Pursuant to the terms of the Transaction, the Purchase Price will be paid
to Green Pay in shares of Meso’s Preferred BB Stock (the “Purchase Shares”).
There shall be an agreement between the Parties such that Green Pay (or its designees)
shall be subject to a beneficial ownership limitation of Meso of 4.99% of the number
of shares of common stock immediately after giving effect to the conversion of the Series
BB Preferred Stock. At the closing of a Definitive Stock Purchase Agreement (the “Closing”),
Green Pay will become a wholly owned subsidiary of Meso, consolidating its financial
statements. Subsequently, for a consideration of approximately Two Hundred and Fifty
Thousand United States Dollars ($250,000), Meso, contingent upon receiving financing
in the amount of approximately $1,000,000, shall re-purchase from Green Pay approximately
one half of the Purchase Shares, in one sixth increments. In connection with the Transaction,
and as funds become available to it, Meso will purchase from Green Pay one half of the
Purchase Shares, for a total consideration of approximately One Million United States
Dollars $1,000,000). A method of determination as to the availability of such funds will
be defined in the Definitive Stock Purchase Agreement.
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2.
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Definitive
Agreement
. Consummation of the Transaction as contemplated hereby will be subject
to the negotiation and execution of a mutually satisfactory Definitive Stock Purchase
Agreement by the Parties, setting forth the specific terms and conditions of the Transaction.
The Closing is subject to the completion by Meso of a satisfactory review of the legal,
financial and business condition of Green Pay.
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3.
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Conduct
of Business
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Prior to the execution of the Definitive Stock Purchase Agreement
and the Closing, each of the Parties will conduct its operations in the ordinary course
consistent with past practice.
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4.
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Due
Diligence; Confidentiality Agreement
. Each party and its representatives, officers,
employees and advisors, including accountants and legal advisors, as applicable, will
provide the other party and its representatives, officers, employees and advisors, including
accountants and legal advisors, as applicable, with all information, books, records and
property (collectively, “Transaction Information”) that such other party reasonably
considers necessary or appropriate in connection with its due diligence inquiry. Each
of the parties will use its commercially reasonable efforts to maintain the confidentiality
of the Transaction Information, unless all or part of the Transaction Information is
required to be disclosed by applicable securities laws or to the extent that such disclosure
is ordered by a court of competent jurisdiction.
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5.
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Termination
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This letter of intent may be terminated (a) by mutual written consent of the parties
hereto, (b) by either party (i) after 5:00 p.m. Eastern standard time on July 15
th
2019 (two weeks) (the “Termination Date”) Unless it has been duly executed
by or on behalf of the Parties prior to such time.
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6.
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Expenses
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The Parties will be responsible for their own expenses in connection with the Transaction,
including fees and expenses of legal, accounting and financial advisors.
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7.
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Choice
of Law
. This Letter of Intent shall be governed by and construed in accordance with
the internal substantive laws of the State of Florida, without regard to any principles
of conflicts of law. Each of the Parties hereby irrevocably consents and agrees that
any legal or equitable action or proceeding arising under or in connection with this
Letter of Intent shall be brought in the federal or state courts located in the County
of Palm Beach in the State of Florida, by execution and delivery of this Letter of Intent,
irrevocably submits to and accepts the jurisdiction of said courts, (iii) waives any
defense that such court is not a convenient forum, and (iv) consent to any service of
process method permitted by law.
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8.
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Exclusivity
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Until the earlier of the closing of the Transaction or termination of this Letter of
Intent in accordance with its terms, the Sellers will not, and will not permit any of
their representatives to, directly or indirectly, solicit, discuss, accept, approve,
respond to or encourage (including by way of furnishing information) any inquiries or
proposals relating to, or engage in any negotiations with any third party with respect
to any transaction similar to the Transaction or any transaction involving the transfer
of a significant or controlling interest in the capital stock of the Company, including,
but not limited to, a merger, acquisition, strategic investment or similar transaction
(“Acquisition Proposal”). Green Pay will immediately notify Meso in writing
of the receipt of any third-party inquiry or proposal relating to an Acquisition Proposal
and will provide Meso with copies of any such notice inquiry or proposal. Notwithstanding
the foregoing, nothing in this Section 8 will be construed as prohibiting the board of
directors of Meso from (a) making any disclosure required by applicable law to its shareholders;
or (b) responding to any unsolicited proposal or inquiry to Meso (other than an Acquisition
Proposal by a third party) by advising the person making such proposal or inquiry of
the terms of this Section 8.
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9.
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Counterparts
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This letter of intent may be executed in counterparts, each of which shall be deemed
an original, but all of which together shall constitute one and the same instrument.
Fax or PDF copies of signatures shall be treated as originals for all purposes.
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10.
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Effect
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A Party shall not have any obligation to continue discussions or negotiations if such
Party determines such termination is in the Party’s best interests. Accordingly, each
Party may, in its sole discretion, abandon or terminate these discussions or any negotiations
at any time or for any reason, without liability to the other Party for costs or expenses
of any sort incurred by such other Party in pursuing the Transaction. Further, this Letter
of Intent does not bind the Parties to consummate any transaction, either on the terms
outlined herein or on any other terms. This Letter of Intent contains the entire agreement
by and among the Parties to date with respect to the subject matter hereof and supersedes
any and all prior agreements and understandings, oral or written, with respect to such
matters.
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This Letter of Intent will terminate at 5:00 p.m. Eastern
standard time on July 15th 2019 (2 weeks) unless it has been duly executed by or on behalf on the Parties prior to such time.
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Very truly yours,
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MESO NUMISMATICS, INC.
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By:
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Name:
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Melvin Pereira
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Title:
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Chief Executive Officer
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Agreed and acknowledged:
Arkkosoft Smart Solutions S.A.
Operating as Green Pay
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By:
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Name:
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Eva Maria ILLEGIBLE Coto
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Title:
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President
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By:
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Name:
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Douglas Villalobos Viales
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Title:
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Secretary
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3
Exhibit 99.1
Meso Numismatics
Signs Binding - Letter Of Intent To Acquire Costa Rican Based Green Pay
LAS
VEGAS, NV, July 15, 2019 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE – Meso Numismatics, Inc. (“Meso Numismatics”
or the “Company”) (OTC: MSSV), a technology and numismatic company specializing in the Meso Region, including Central
America and the Caribbean, announced today that the Company has entered into a binding Letter of Intent (the “LOI”),
subject to the consummation of a definitive purchase agreement, to purchase Costa Rican based Arkksoft Smart Solutions S.A. (d/b/a
Green Pay), a company that specializes in merchant credit card processing.
“Over
the past few months, we have worked diligently to complete a merger and/or acquisition that we believe would benefit the shareholders
of Meso,” stated Melvin Pereira, President of Meso Numismatics. “To that end, we have entered into a LOI, subject
to the consummation of a definitive purchase agreement, to formally acquire 51% of the membership interests of Green Pay. With
this acquisition, we anticipate owning a controlling interest in one of the largest payment processors in Latin America; to which
will become an exclusive processor for the Meso App.”
According
to the terms of the deal, Meso is expected to acquire 51% of the membership units of Green Pay, in exchange for a [to be determined]
amount of Series BB Preferred shares of the Company, contingent upon the Company raising a sufficient amount of capital in the
future. Additionally, the Company will have the option to repurchase a portion of the Series BB Preferred shares.
Pereira
continued, “This acquisition is an opportunity for Meso to expand into the payment processing market. We look forward to
leveraging the synergies between our companies and help to scale Green Pay’s operations throughout the Meso Region.”
The
Company is expected to move forward with a formal purchase agreement over the coming weeks and will keep shareholders apprised
of the progress.
For
more information, please visit the Company’s website,
www.MesoNumismatics.com
or email info@MesoCoins.com.
About
Meso Numismatics, Inc.
Meso
Numismatics is a numismatic company specializing in the Meso Region, including Central America and the Caribbean. The Company
has become the main hub for rare, exquisite, and valuable inventory, not only from the Meso Region but also from around the world.
Meso is the only Company in the Central American-Caribbean region that is an on-the-ground registered dealer with the Numismatic
Guaranty Company (NGC) and the Paper Money Guaranty (PMG).
Meso
Numismatics not only boasts a selection of rare inventory, but the Company also has a specialized App for banknote recognition,
available on Google Play and the Apple App Store.
Meso
Numismatics continues its partnership with
eBay
(
https://www.ebay.com/str/mesonumismatics
). The Company
continues to partner with some of the largest auction houses in the world for the sale of the Company’s rarer inventory.
To
view the Award-Winning PMG Set of Meso Numismatics, please visit
www.mesopmgset.com
.
For
more information, please visit
www.MesoNumismatics.com
or call (800) 889-9509 for personalized customer service.
Forward-Looking
Statements:
Any
statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives,
assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as "will
likely result," "are expected to," "will continue," "is anticipated," "estimated,"
"intends," "plans," "believes" and "projects") may be forward-looking and may involve
estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking
statements. We caution that the factors described herein could cause actual results to differ materially from those expressed
in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements.
Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to
reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is
not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of
operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those
contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and
risk factor disclosure contained in our Securities and Exchange Commission filings.
Investor/Media
Contact:
Meso
Numismatics Customer Service
(800)
889-9509
info@mesocoins.com
