SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): June 24, 2021

 

Meso Numismatics Inc.
(Exact name of registrant as specified in its charter)

 

Nevada   001-37464   88-0492191
(State or other jurisdiction
of incorporation)
  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

433 Plaza Real Suite 275

Boca Raton, Florida

 

 

33432

(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (800) 889-9509

 

___________________________________________________

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☒

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

 

 

 

  

ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

 

On June 22, 2021, Meso Numismatics Inc. (the “Company” or “MESO”) entered into a Fifth Post Closing Amendment (“Fifth Amendment”) to the Assignment and Assumption Agreement originally entered into on November 27, 2019 (“Assignment”) with Global Stem Cells Group Inc. (“GSCG”), Benito Novas (“BN”), and Lans Holdings Inc. (“LAHO”), whereby LAHO had assigned all of its rights to, obligations and interest in the Original LOI (as defined in the Assignment) to the Company, and pursuant to the terms of the New LOI (as defined in the Assignment) and which Assignment was first amended pursuant to a Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 11, 2019, further amended pursuant to a Second Post Closing Amendment to the Assignment and Assumption Agreement entered into on April 22, 2020, further amended pursuant to a Third Post Closing Amendment to the Assignment and Assumption Agreement entered into on September 16, 2020 and further amended pursuant to a Fourth Post Closing Amendment to the Assignment and Assumption Agreement entered into on March 12, 2021.

 

1. Pursuant to the terms of the Fifth Amendment, and as full and total consideration for the Assignment and in addition to the assumption of the New LOI and the assumption of the Assigned Debt (both terms as defined in the Assignment), the option granted to LAHO pertaining to the issuance of the Company’s Series C Preferred Stock was terminated and replaced with a cash payment as consideration, upon the following terms:

 

a. The Company pay LAHO, by delivery in escrow, an amount equal to USD $8,200,000 (“Cash Payment”), which Cash Payment shall be used by LAHO for the repurchase of all of its shares of common stock from its common stockholders.

 

The foregoing information is a summary of the Fifth Amendment described above, is not complete, and is qualified in its entirety by reference to the full text of the Fifth Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and to be reviewed for a complete understanding of the terms and conditions of the transaction described above.

 

On June 22, 2021, the Company entered into a stock purchase agreement (the “SPA”) with GSCG and BN. Pursuant to the terms of the SPA, the Company shall acquire 50,000,000 shares of common stock of GSCG, representing all of the outstanding shares of GSCG, from BN in exchange for the following:

 

a. 1,000,000 shares of the Company’s Series AA Super Voting Preferred Stock;
     
b. 8,974 shares of the Company’s Series DD Convertible Preferred Stock; and
     
c. An amount equal to USD $50,000 being the balance owing to BN pursuant to the terms of the New LOI and Assignment.

 

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The closing of the SPA shall occur no later than August 18, 2021.

 

The foregoing information is a summary of the SPA described above, is not complete, and is qualified in its entirety by reference to the full text of the SPA, which is attached as Exhibit 10.2 to this Current Report on Form 8-K, and to be reviewed for a complete understanding of the terms and conditions of the transaction described above.

 

Item 3.02 Unregistered Sales of Equity Securities

 

To the extent required by Item 3.02 of Form 8-K, the information set forth in Items 1.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

 

ITEM 3.03 MATERIAL MODIFICATION TO RIGHTS OF SECURITY HOLDERS.

 

To the extent required by Item 3.03 of Form 8-K, the information provided in response to Item 1.01 and Item 5.03 of this report is incorporated by reference into this Item 3.03.

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Company shall enter into an employment agreement with David Christensen. As an incentive and as part of terms, Mr. Christensen shall be issued 448 shares of Series DD Preferred Stock of the Company upon execution of said employment agreement and an additional 448 shares of Series DD Preferred Stock of the Company on the date that shall be six months following the execution thereof.

 

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.

 

On June 21, 2021, the Company filed with the Secretary of State of Nevada an Amendment to the Certificate of Designation of its Series AA Super Voting Preferred Stock (“Series AA”), resulting in the modification of certain preferences. For clarity purposes the Company has enclosed fully stated rights and preferences of its Series AA (“Series AA Preferences”).

 

Under the terms of the Amendment to the Series AA, Article 5 thereof has been replaced in its entirety and henceforthwith reads as follows:

 

5. Protection provisions of Series AA Super Voting Preferred Stock. The affirmative unanimous vote at a meeting duly called for such purpose, or written consent without a meeting, of all of the Holders of all of the then outstanding shares of Series AA Super Voting Preferred Stock shall be required for (i) any change to the Corporation’s Articles of Incorporation that would amend, alter, change or repeal any of the number of authorized shares, voting powers, preferences, limitations or relative rights of the Series AA Super Voting Preferred Stock, (ii) any issuance of additional shares of Series AA Super Voting Preferred Stock, (iii) any change of control, voting control or directors, and (v) any delisting or uplisting of the Corporation’s Common Stock.

 

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The foregoing information is a summary of the Series AA Preferences. The Series AA Preferences described above, is not complete, and is qualified in its entirety by reference to the full text of the Series AA Preferences attached as Exhibit 3.1, to this Current Report on Form 8-K.

 

On June 21, 2021, the Company filed with the Secretary of State of Nevada an Amendment to the Certificate of Designation of its Series DD Convertible Preferred Stock (“Series DD”), resulting in the modification of certain preferences. For clarity purposes the Company has enclosed fully stated rights and preferences of its Series DD (“Series DD Preferences”).

 

Under the terms of the Amendment to the Series DD, Articles III(a) and IX were replaced in their entirety and henceforthwith read as follows:

 

III(a) Conversion. All of the holders as a group may convert all of the shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3.17 (Conversion Price”).

 

IX. Protection Provisions. So long as any Series DD Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous approval of all of the holders: (a) alter or change the rights, preferences or privileges of the Series DD Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series DD Convertible Preferred Stock; (c) create any Senior Securities; (d) create any pari passu Securities; (e) increase the authorized number of shares of Series DD Convertible Preferred Stock; (f) do any act or thing not authorized or contemplated by this Certificate of Designation which would result in any taxation with respect to the Series DD Convertible Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time to time amended, (or otherwise suffer to exist any such taxation as a result thereof).

 

The foregoing information is a summary of the Series DD Preferences. The Series DD Preferences described above, is not complete, and is qualified in its entirety by reference to the full text of the Series DD Preferences attached as Exhibit 3.2, to this Current Report on Form 8-K.

 

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ITEM 7.01 REGULATION FD DISCLOSURE.

 

On June 24, 2021, the Company issued a press release regarding the above. A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.

 

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements

 

The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.     Description
3.1     Preferences of Series AA Super Voting Preferred Stock
3.2     Preferences of Series DD Convertible Preferred Stock
10.1     Fifth Post Closing Amendment to the Assignment and Assumption Agreement, dated June 22, 2021
10.2     Stock Purchase Agreement, dated June 22, 2021
99.1     Press Release, dated June 24, 2021

 

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SIGNATURES

 

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.

 

Meso Numismatics Inc.

 

/s/ David Christensen  
David Christensen
Chief Executive Officer
 
   
Date: June 24, 2021  

 

 

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Exhibit 3.1

 

PREFERENCES AND RIGHTS OF SERIES AA SUPER VOTING PREFERRED STOCK OF

MESO NUMISMATICS INC.

A NEVADA CORPORATION

 

RESOLVED: That pursuant to the authority vested in the Board of Directors of the Corporation there shall be a series to be designated Series AA Super Voting Preferred Stock (the “Series AA Super Voting Preferred Stock”), to consist of 1,050,000 shares, par value $0.001 per share, which shall have the following preferences, powers, designations and other special rights;

 

1. Voting. All of the Holders of the Series AA Super Voting Preferred Stock together, voting separately as a class, shall have an aggregate vote equal to sixty-seven (67%) percent of the total vote on all matters submitted to the stockholders that each stockholder of the Corporation’s Common Stock is entitled to vote at each meeting of stockholders of the Corporation (and written actions of stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action and consideration. By way of illustration, if there are 10,000 shares of the Corporation’s common stock issued and outstanding at the time of a stockholder vote, the Holders of the Series AA Super Voting Preferred Stock, voting separately as a class, will have the right to vote an aggregate of 20,300 shares, out of a total number of 30,300 shares voting. For the sake of clarity and in an abundance of caution, the total voting shares outstanding at the time of any and all stockholder votes (i.e., the total shares eligible to vote on any and all stockholder matters) shall be deemed to include (a) the total common shares outstanding, (b) the voting rights applicable to any outstanding shares of preferred stock, other than the Series AA Super Voting Preferred Stock, if any, and (c) the voting rights attributable to the Series AA Super Voting Preferred Stock, as described herein, whether such Series AA Super Voting Preferred Stock Preferred Stock shares are voted or not.

 

2. Dividends. The holders of Series AA Super Voting Preferred Stock of the Corporation shall not be entitled to receive dividends paid on the Corporation’s Common Stock.

 

3. No Liquidation Preference. Upon liquidation, dissolution and winding up of the Corporation, whether voluntary or involuntary, the holders of the Series AA Super Voting Preferred Stock then outstanding shall not be entitled to receive out of the assets of the Corporation, whether from capital or earnings available for distribution, any amounts which will be otherwise available to and distributed to the Common Stockholders.

 

4. No Conversion. The shares of Series AA Super Voting Preferred Stock will not be convertible into the shares of the Corporation’s Common Stock.

 

5. Protection provisions of Series AA Super Voting Preferred Stock. The affirmative unanimous vote at a meeting duly called for such purpose, or written consent without a meeting, of all of the Holders of all of the then outstanding shares of Series AA Super Voting Preferred Stock shall be required for (i) any change to the Corporation’s Articles of Incorporation that would amend, alter, change or repeal any of the number of authorized shares, voting powers, preferences, limitations or relative rights of the Series AA Super Voting Preferred Stock, (ii) any issuance of additional shares of Series AA Super Voting Preferred Stock, (iii) any change of control, voting control or directors, and (v) any delisting or uplisting of the Corporation’s Common Stock.

 

6. Record Owner. The Corporation may deem the person in whose name shares of Series AA Super Voting Preferred Stock shall be registered upon the registry books of the Corporation to be, and may treat them as, the absolute owner of the Series AA Super Voting Preferred Stock for all purposes, and the Corporation shall not be affected by any notice to the contrary.

 

 

Exhibit 3.2

 

PREFERENCES AND RIGHTS OF SERIES DD

CONVERTIBLE PREFERRED STOCK OF MESO NUMISMATICS INC.

A NEVADA CORPORATION

 

I. DESIGNATION AND AMOUNT

 

There shall be a series of preferred stock designated as “Series DD Convertible Preferred Stock”, and the number of shares constituting such series shall be 10,000 par value $0.001. Such series is referred to herein as the “Series DD Convertible Preferred Stock”.

 

II. DIVIDENDS

 

The holders of the Series DD Convertible Preferred Stock shall not be entitled to receive dividends.

 

III. CONVERSION

 

(a) Conversion. All of the holders as a group may convert all of the shares of Series DD Convertible Preferred Stock into a number of fully paid and nonassessable shares of common stock determined by multiplying the number of issued and outstanding shares of common stock of the Company on the date of conversion, by 3.17 (Conversion Price”).

 

(b) Mechanics of Conversion. To convert the Series DD Convertible Preferred Stock, a holder shall: (i) email, fax (or otherwise deliver by other means resulting in notice) a copy of a fully executed notice of conversion in the form provided by the Company and (ii) within three (3) business days surrender or cause to be surrendered to the Company the certificates representing the Series DD Convertible Preferred Stock being converted (the “Preferred Stock Certificates”) accompanied by duly executed stock powers and the original executed version of a notice of conversion. The date of the Company’s receipt of the notice of conversion shall be the “Conversion Date”.

 

(c) Conversion Disputes. In the case of any dispute with respect to a conversion, the Company shall promptly issue such number of shares of common stock as are not disputed in accordance with the other provisions of this Article III. If such dispute involves the calculation of the Conversion Price, the Company shall submit the disputed calculations to an independent accounting firm, acceptable to holder, via facsimile within two (2) business days of receipt of the notice of conversion. The accounting firm shall audit the calculations and notify the Company and the holder of the results no later than two (2) business days from the date it receives the disputed calculations. The accounting firm’s calculation shall be deemed conclusive, absent manifest error. The Company shall then issue the appropriate number of shares of common stock in accordance with this Article III.

 

(d) Timing of Conversion. No later than the third business day following the Conversion Date (the “Delivery Period”), provided that the Company has received prior to such date the Preferred Stock Certificates, the Company shall deliver to the holder (or at its direction) (x) that number of shares of common stock issuable upon conversion of the number of Series DD Convertible Preferred Stock being converted and (y) a certificate representing the number of Series DD Convertible Preferred Stock not being converted, if any. The person or persons entitled to receive shares of common stock issuable upon such conversion shall be treated for all purposes as the record holder of such shares at the close of business on the Conversion Date and such shares shall be issued at such time, unless the notice of conversion is revoked as provided in Section III(e). The Delivery Period shall be extended until the business day following the date of delivery to the Company of the Preferred Stock Certificates to be converted.

 

(e) Revocation of notice of conversion. In addition to any other remedies which may be available to the holder, in the event the Company fails for any reason to effect delivery to the holder of certificates representing the shares of common stock receivable upon conversion of the Series DD Convertible Preferred Stock by the business day following the expiration of the Delivery Period, the holder may revoke the notice of conversion by delivering a notice to such effect to the Company. Upon receipt by the Company of such a revocation notice, the Company shall immediately return the subject Preferred Stock Certificates and other conversion documents, if any, delivered by holder, to the holder, and the Company and the holder shall each be restored to their respective positions held immediately prior to delivery of the notice of conversion.

 

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(f) Stamp, Documentary and Other Similar Taxes. The Company shall pay all stamp, documentary, issuance and other similar taxes which may be imposed with respect to the issuance and delivery of the shares of common stock pursuant to conversion of the Series DD Convertible Preferred Stock; provided that the Company will not be obligated to pay stamp, transfer or other taxes resulting from the issuance of common stock to any person other than the registered holder of the Series DD Convertible Preferred Stock.

 

(g) No Fractional Shares. No fractional shares of common stock are to be issued upon the conversion of Series DD Convertible Preferred Stock, but the Company shall pay a cash adjustment in respect of any fractional share which would otherwise be issuable in an amount equal to the same fraction of the Closing Bid Price on the Conversion Date of a share of common stock; provided that in the event that sufficient funds are not legally available for the payment of such cash adjustment any fractional shares of common stock shall be rounded up to the next whole number.

 

(h) Electronic Transmission. In lieu of delivering physical certificates representing the common stock issuable upon conversion, provided the Company’s transfer agent is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer program (the “FAST Program”), upon request of a holder who shall have previously instructed such holder’s prime broker to confirm such request to the Company’s transfer agent and upon the holder’s compliance with Section III(b), the Company shall use its commercially reasonable efforts to cause its transfer agent to electronically transmit the common stock issuable upon conversion to the holder by crediting the account of holder’s prime broker with DTC through its Deposit Withdrawal Agent Commission (“DWAC”) system. Subject to the foregoing, the Company will use its commercially reasonable efforts to maintain the eligibility of its common stock for the FAST Program.

 

  IV. RESERVATION OF AUTHORIZED SHARES OF COMMON STOCK

 

Subject to the provisions of this Article IV, the Company shall at all times reserve and keep available out of its authorized but unissued shares of common stock, solely for the purpose of effecting the conversion of the Series DD Convertible Preferred Stock a sufficient number of shares of common stock to provide for the conversion of all outstanding Series DD Convertible Preferred Stock upon issuance of shares of common stock (the “Reserved Amount”). If the Reserved Amount for any three (3) consecutive trading days (the last of such three (3) trading days being the “Authorization Trigger Date”) is less than one hundred seventy-five percent (175%) of the number of shares of common stock issuable on such trading days upon conversion of the outstanding Series DD Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof) then the Company shall immediately take all necessary action (including stockholder approval to authorize the issuance of additional shares of common stock) to increase the Reserved Amount to two hundred percent (200%) of the number of shares of common stock issuable upon conversion of the outstanding Series DD Convertible Preferred Stock (without giving effect to any limitation on conversion or exercise thereof).

 

  V. FAILURE TO CONVERT

 

If, at any time, (x) the Conversion Date has occurred and the Company fails for any reason to deliver, on or prior to the second business day following the expiration of the Delivery Period for such conversion (said period of time being the “Extended Delivery Period”), such number of shares of common stock to which such holder is entitled upon such conversion, or (y) the Company provides notice (including by way of public announcement) to any holder at any time of its intention not to issue shares of common stock upon exercise by any holder of its conversion rights in accordance with the terms of this Certificate of Designation (other than because such issuance would exceed such holder’s allocated portion of the Reserved Amount) (each of (x) and (y) being a “Conversion Default”), then the Company shall pay to the affected holder, in the case of a Conversion Default described in clause (x) above, and to all holders, in the case of a Conversion Default described in clause (y) above, an amount equal to 1% of the Face Amount of the Series DD Convertible Preferred Stock with respect to which the Conversion Default exists (which amount shall be deemed to be the aggregate Face Amount of all outstanding Series DD Convertible Preferred Stock in the case of a Conversion Default described in clause (y) above) for each day thereafter until the Cure Date. “Cure Date” means (i) with respect to a Conversion Default described in clause (x) of its definition, the date the Company effects the conversion of the portion of the Series DD Convertible Preferred Stock submitted for conversion and (ii) with respect to a Conversion Default described in clause (y) of its definition, the date the Company undertakes in writing to issue common stock in satisfaction of all conversions of Series DD Convertible Preferred Stock in accordance with the terms of this Certificate of Designation (provided that the Company thereafter so performs such obligations). The Company shall promptly provide each holder with notice of the occurrence of a Conversion Default with respect to any of the other holders.

 

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  VI. REDEMPTION. The Series DD Convertible Preferred Stock may not be redeemed.

 

  VII. RANK

 

All shares of the Series DD Convertible Preferred Stock shall rank (i) prior to the common stock; (ii) prior to any class or series of capital stock of the Company now outstanding or hereafter created (unless, with the consent of a majority of the holders obtained in accordance with Article IX hereof, such hereafter created class or series of capital stock specifically, by its terms, ranks senior to or pari passu with the Series DD Convertible Preferred Stock) (collectively, with the common stock, “Junior Securities”); and (iii) pari passu with any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, on parity with the Series DD Convertible Preferred Stock (the “pari passu Securities”); and (iv) junior to any class or series of capital stock of the Company hereafter created (with the consent of a majority of the holders obtained in accordance with Article IX hereof) specifically ranking, by its terms, senior to the Series DD Convertible Preferred Stock (the “Senior Securities”), in each case as to distribution of assets upon liquidation, dissolution or winding up of the Company, whether voluntary or involuntary. The Liquidation Preference with respect to any pari passu Securities shall be as set forth in the Certificate of Designation filed in respect thereof.

 

VIII. VOTING RIGHTS. Subject to Section IX below, no holder of the Series DD Convertible Preferred Stock shall be entitled to vote on any matter submitted to the shareholders of the Company for their vote, waiver, release or other action.

 

IX. PROTECTION PROVISIONS So long as any Series DD Convertible Preferred Stock are outstanding, the Company shall not, without first obtaining the unanimous approval of all of the holders: (a) alter or change the rights, preferences or privileges of the Series DD Convertible Preferred Stock; (b) alter or change the rights, preferences or privileges of any capital stock of the Company so as to affect adversely the Series DD Convertible Preferred Stock; (c) create any Senior Securities; (d) create any pari passu Securities; (e) increase the authorized number of shares of Series DD Convertible Preferred Stock; (f) do any act or thing not authorized or contemplated by this Certificate of Designation which would result in any taxation with respect to the Series DD Convertible Preferred Stock under Section 305 of the Internal Revenue Code of 1986, as amended, or any comparable provision of the Internal Revenue Code as hereafter from time to time amended, (or otherwise suffer to exist any such taxation as a result thereof).

 

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  X. MISCELLANEOUS

 

A. Lost or Stolen Certificates. Upon receipt by the Company of (x) evidence of the loss, theft, destruction or mutilation of any Preferred Stock Certificate(s) and (y) in the case of loss, theft or destruction, of indemnity reasonably satisfactory to the Company, or (z) in the case of mutilation, upon surrender and cancellation of the Series DD Convertible Preferred Stock Certificate(s), the Company shall execute and deliver new Series DD Convertible Preferred Stock Certificate(s) of like tenor and date. However, the Company shall not be obligated to reissue such lost, stolen, destroyed or mutilated Preferred Stock Certificate(s) if the holder contemporaneously requests the Company to convert such Series DD Convertible Preferred Stock. Statements of Available Shares. Upon request, the Company shall deliver to the holder a written report notifying the holder of any occurrence which prohibits the Company from issuing common stock upon any such conversion. The report shall also specify (i) the total number of shares of common stock which are reserved for issuance upon conversion of the Series DD Convertible Preferred Stock as of the date of the request, and (ii) the total number of shares of common stock which may thereafter be issued by the Company upon conversion of the Series DD Convertible Preferred Stock before the Company would exceed the Reserved Amount. The Company shall, within five (5) days after delivery to the Company of a written request by any holder, provide all of the information enumerated in clauses (i) – (2) of this Section X(B) and, at the request of a holder, make public disclosure thereof.

 

 

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Exhibit 10.1

 

FIFTH POST CLOSING AMENDMENT TO THE

ASSIGNMENT AND ASSUMPTION AGREEMENT

 

This Fifth Post Closing Amendment Assignment and Assumption Agreement is entered into as of June 22, 2021 (the “Amendment”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 777 Brickell, Suite 500 Miami, FL 33131 (“Assignor”) and Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”) and acknowledged by Stem Cells Group Inc. a Florida Corporation having its principal place of business at Datran Center 9100 S Dadeland Boulevard, Suite 1500, Miami FL 33156 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“Global”) and Benito Novas, CEO of Global, in his capacity as CEO and shareholder of Global and residing in Miami Florida (“BN”) (“Assignor and Assignee, individually a “Party” and together the “Parties).

 

WHEREAS,  Assignor, Assignee, GSCG and BN previously entered into an Assignment and Assumption Agreement dated November 27, 2019 assigning to the Assignee all of the rights and obligations under the New LOI dated November 27, 2019 (as defined in the Assignment), such Assignment as amended pursuant to a Post-Closing Amendment to the Assignment and Assumption Agreement dated December 19, 2019, a Second Post-Closing Amendment to the Assignment and Assumption Agreement dated April 22, 2020, a Third Post-Closing Amendment to the Assignment and Assumption Agreement dated September 16, 2020 and a and a Fourth Post-Closing Amendment to the Assignment and Assumption Agreement dated March 12, 2021 the whole attached hereto as Exhibit A (collectively the “Assignment”);

 

WHEREAS, concomitantly with the execution of this herein Amendment, Assignee, GSCG and BN are entering into a Stock Purchase Agreement for the purchase by Assignee of all of the GSCG common stock, which common stock is held by BN;

 

WHEREAS, the Assignor and Assignee wish to replace the option to receive shares of Assignee’s Series C Preferred Stock (the terms of which are defined in the Assignment) with a cash payment, upon the terms and conditions set forth herein below;

 

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:  

 

1. ESCROW. The Parties agree that for the purposes of this Amendment, the Parties shall designate a party to act as escrow agent (“Escrow Agent”) for the duration of this Amendment and the Escrowed Repurchase (as defined below).

  

 

 

2. CONSIDERATION. As full and total consideration for the Assignment and in addition to the assumption of the New LOI and the assumption of the Assigned Debt (both terms as defined in the Assignment), the Parties wish to terminate Assignor’s option to receive shares of Assignee’s Series C Preferred Stock and replace such option with a cash payment as consideration, upon the following terms:

 

a.  Assignee shall pay to Assignor an amount equal to USD $8,200,000 (eight million two hundred thousand dollars US) (“Cash Payment”).

 

b.  The Parties agree that such Cash Payment shall be used solely and irrevocably for the repurchase by Assignee of all of its shares of common stock from each of its stockholders of record as of the date of the execution of this Amendment (“Stockholders”), upon such terms and procedure as shall be determined by the Parties and instructions given to the Escrow Agent (“Escrowed Repurchase”), the whole as shall be set forth in an escrow agreement (“Escrow Agreement”), which Escrow Agreement shall be consistent with this Amendment.

 

3. DELIVERIES. Within 5 (five) business days of the mutual execution of this Amendment, the Parties agree to enter into an Escrow Agreement and deliver the following (“Deliveries”) to the Escrow Agent to be placed in escrow (“Escrow”) pursuant to the terms of such Escrow Agreement which shall be consistent with the terms of this Amendment:

 

a.  Deliveries of the Assignee. Assignee shall deliver or cause to be delivered to the Escrow Agent (“Assignee Deliveries”):

 

i. A wire transfer for the total amount of the Cash Payment (“Wire Amount”);
ii. An executed copy of this Amendment; and
iii. An executed copy of the Escrow Agreement.

 

b.  Deliveries of the Assignor. The Assignor shall deliver or cause to be delivered to the Escrow Agent (“Assignor Deliveries”):

 

i. An executed copy of this Amendment; and
ii. An executed copy of the Escrow Agreement.

 

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c.  Following the Deliveries to the Escrow Agent and the execution of the Escrow Agreement, the Escrow Agent shall release the Escrow pursuant to the Escrowed Repurchase, the whole in accordance with the terms and procedure as shall be set forth in the Escrow Agreement.

 

4. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNOR. The Assignor represents and warrants to the Assignee that:

 

a.  This Assignment has been duly and validly executed and delivered by Assignor and constitutes the valid, binding and enforceable agreement of Assignor. Assignor has all the requisite power and authority to execute and deliver this Amendment and to perform its obligations hereunder.

 

5. REPRESENTATIONS AND WARRANTIES OF THE ASSIGNEE. The Assignee represents and warrants to the Assignor that:

 

a.  Organization and Qualification. The Assignee is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted.

 

b.  Authorization; Enforcement. (i) The Assignee has all requisite corporate power and authority to enter into and perform this Amendment, to consummate the transactions contemplated hereby and thereby and to make the Cash Payment in accordance with the terms hereof, (ii) this Amendment has been duly executed and delivered by the Assignee by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Amendment, and (iii) this Amendment constitutes a legal, valid and binding obligation of the Assignee enforceable against the Assignee in accordance with its terms.

 

6. MATERIAL BREACH. Any breach by the Assignee or Assignor of any of the Sections or Sub-Sections of this Amendment shall be considered a material breach of this herein Amendment and of the Assignment, and the non-breaching Party shall have the immediate right to avail itself of any and all remedies in equity, law and under this Amendment.

 

7. TERMINATION. All of the obligations and rights under this Amendment and the Assignment shall terminate upon the full and final release from Escrow of the entire Cash Payment to the Stockholders and the completion of the Escrowed Repurchase pursuant to the terms as shall be set forth in the Escrow Agreement.

 

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8. GOVERNING LAW; MISCELLANEOUS.

 

a.  Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Amendment shall be brought only in the state courts of Nevada. The parties to this Amendment hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens.

 

b.  Preamble and Exhibits. The Preamble and all of the Exhibits to this Amendment are incorporated herein by this reference, form part and parcel and are made a material part of this Amendment.

 

c.  Severability. In the event that any provision of this Amendment is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

d.  Entire Agreement; Amendments. This Amendment, including the recitals, all of the Exhibits attached hereto and the Assignment to the extent it remains unamended, sets forth the entire understanding of the Parties with respect to the subject matter hereof, and supersedes all prior contracts, amendments, arrangements, communications, discussions, representations and warranties, whether oral or written, between the Parties. No provision of this Amendment may be waived or amended other than by an instrument in writing signed by both Parties.

 

e.  Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) via electronic mail or (iv) transmitted by hand delivery, or facsimile, addressed as set forth above or to such other address as such party shall have specified most recently by written notice.

 

Each Party shall provide notice to the other Party of any change in address.

 

f.  Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Parties and their successors and assigns. Neither the Assignee nor the Assignor shall assign this Amendment or any rights or obligations hereunder without the prior written consent of the other.

 

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g.  Requisite Approvals. The Parties expressly warrant and guarantee that they have obtained all necessary requisite approvals and that they have the authority to enter into this Amendment.

 

h.  Counterparts; Signatures by Facsimile. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. This Amendment, once executed by a Party, may be delivered to the other party hereto by facsimile transmission, or electronic of a copy of this Amendment bearing the signature of the party so delivering this Amendment.

 

[SIGNATURE PAGE FOLLOWS]

 

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IN WITNESS WHEREOF, the Assignee and the Assignor have used this Amendment to be duly executed as of the date first above written.

 

MESO NUMISMATICS INC.

 

By:  
Name:    

 

LAHO HOLDINGS INC.

 

By:  
Name:    

 

Acknowledged By:

 

GLOBAL STEM CELLS GROUP

 

 

  

BENITO NOVAS

 

 

  

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EXHIBIT A

 

 

 

 

 

 

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Exhibit 10.2

 

STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (the “Agreement”), is made as of this 22nd day of June, 2021 between Meso Numismatics Inc., a Nevada corporation having its principle place of business at 433 Plaza Real Suite 275, Boca Raton, Florida,33432 USA (“MSSV”), Global Stem Cells Group Inc. a Florida Corporation, whose principal place of business is located at 14750 NW 77th Court, suite 304, Miami Lakes, Florida, 33016 USA (“GSCG”) and Benito Novas, CEO of GSCG (“BN”), in his capacity as CEO and shareholder of GSCG and as an individual residing in Miami Florida (“BN referred to herein as Seller) (MSSV, GSCG and BN referred to herein as Party or Parties).

 

WHEREAS, on November 27, 2019, the Parties entered into a Binding LOI (defined as the New LOI in the Assignment, which term is defined herein below) (“LOI”) pursuant to an Assignment and Assumption Agreement entered into between MSSV, GSCG, BN and Lans Holdings Inc. and as amended pursuant to a Post-Closing Amendment to the Assignment and Assumption Agreement dated December 19, 2019, a Second Post-Closing Amendment to the Assignment and Assumption Agreement dated April 22, 2020, a Third Post-Closing Amendment to the Assignment and Assumption Agreement dated September 16, 2020, a Fourth Post-Closing Amendment to the Assignment and Assumption Agreement dated March 12, 2021 and a Fifth Post-Closing Amendment to the Assignment and Assumption Agreement dated June 22, 2021 (“collectively “Assignment”);

 

WHEREAS, pursuant to the LOI and Assignment, the Parties agreed to enter into an agreement for the purchase by MSSV of 50,000,000 (Fifty Million) shares of common stock no par value from BN, representing all of the outstanding shares of GSCG; 

 

WHEREAS, the Parties wish to enter into this herein SPA to set forth the consideration, terms and conditions upon which MSSV shall acquire and purchase all of the issued and outstanding shares of capital stock of GSCG from BN, and BN shall sell same to MSSV; 

 

NOW, THEREFORE, the Parties hereto, in consideration of the mutual promises and other consideration set forth below, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound hereby, do represent, warrant, covenant and agree as follows:

 

  1. DEFINITIONS

 

1.01. “Affiliate” means, as applied to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with that Person. For the purposes of this definition, “control” (including with correlative meanings, the terms “controlling”, “controlled by” and “under common control with”) as applied to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of that Person, whether through ownership of voting securities or by contract or otherwise.

 

 

 

1.02. “MSSV Indemnified Parties” shall have the meaning set forth in Section 7.02(i).

 

1.03. “Claim” shall mean any and all administrative, regulatory or judicial actions, suits, arbitrations, orders, claims, Liens, notices, notices of violations, investigations, complaints, requests for information, proceedings, or other communication (written or oral), whether criminal or civil. 

 

1.04. “Closing” and “Closing Date” shall have the respective meanings assigned to them in Section 4.01 hereof.

 

1.05. “Governmental or Regulatory Authority” means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States and Canada, any foreign country or any domestic or foreign state, county, city or other political subdivision, and shall include, without limitation, the Securities and Exchange Commission, and the various federal, state and foreign securities regulators and taxation authorities.

 

1.06. “Indebtedness” of any Person means all obligations of such Person (i) for borrowed money, (ii) evidenced by notes, bonds, debentures or similar instruments, (iii) for the deferred purchase price of goods or services (other than trade payables or accruals incurred in the ordinary course of the Business), (iv) under capital leases and (v) in the nature of guarantees of the obligations described in clauses (i) through (iv) above of any other Person.

 

1.07. “Indemnified Party” shall have the meaning set forth in Section 7.02(iii).

 

1.08. “Indemnifying Party” shall have the meaning set forth in Section 7.02(iii).

 

1.09. “Knowledge” means the actual knowledge of a Person with respect to any fact, event or condition, as well as the knowledge that such party reasonably would be expected to have acquired in the ordinary course of business and the prudent management of its own affairs.  Such definition shall include any form of such term, such as knows, known, etc., whether or not capitalized, as used in this Agreement with respect to a party’s awareness of the presence or absence of a fact, event or condition. 

 

1.10. “Laws” means all laws, statutes, rules, regulations, ordinances and other pronouncements having the effect of law in the United States, any country, foreign country or any domestic or foreign state, province, county, city or other political subdivision or of any Governmental or Regulatory Authority.

 

1.11.” Liability” or “Liabilities” means all Indebtedness, obligations and other liabilities (or contingencies that have not yet become liabilities) of a Person (whether absolute, accrued, contingent (or based upon any contingency), fixed or otherwise, or whether due or to become due).

 

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1.12.” License” means any license, permit, certificate of authority, authorization, approvals, registration, franchise and similar consent granted or issued by any Governmental or Regulatory Authority.

 

1.13. “Liens” means claims, pledges, security interests, mortgages, conditional sales agreement, liens, charges, restrictions, consignments or conditional sales agreements, or other encumbrances of whatever nature, whether created by statute, Contract, process of law or otherwise, and whether or not recorded or otherwise perfected.

 

1.14. “Loss” means any and all damages, fines, fees, penalties, deficiencies, diminution in value of investment, losses and expenses, including without limitation, interest, reasonable expenses of investigation, court costs, reasonable fees and expenses of attorneys, accountants and other experts or other expenses of litigation or other proceedings or of any claim, default or assessment (such fees and expenses to include without limitation, all fees and expenses, including, without limitation, fees and expenses of attorneys, when and as incurred in connection with (i) the investigation or defense of any Third Party Claims, or (ii) asserting or disputing any rights under this Agreement against any Party hereto or otherwise). 

 

1.15. “Material Adverse Effect” means any change or effect of any event or circumstance which, individually or when taken together with all other changes, effects, events or circumstances, is or could reasonably be expected to be, materially adverse to the assets, financial condition, business or results of operation of a Person; excluding, however, any adverse effect due to changes, after the date of this Agreement, in conditions affecting the economy generally or the general market addressed by such Person’s products and/or services.

 

1.16. “Person” means any natural person, corporation, general or limited partnership, limited liability company or partnership, proprietorship, other business organization, estate, trust, union, association or Governmental or Regulatory Authority.

 

1.17. “Purchase Shares” shall have the meaning set forth in Section 3.01.

 

1.18. “Seller Indemnified Parties” shall have the meaning set forth in Section 7.02(ii).

 

1.19. “Tax” or “Taxes” means any and all federal, state, local or foreign taxes, fees, levies, duties, tariffs, imposts and other governmental charges of any nature (together with any interest, penalties and additions to tax) including, without limitation, taxes or other charges on, or with respect to, income, gross receipts, property, sales, use, capital or net worth.

 

1.20. “Tax Return” means any return, report or statement (including any information return) required to be filed for purposes of a particular Tax.

 

1.21. “Third Party” shall mean any Person who is not a party to this Agreement, nor is an Affiliate of any Party to this Agreement. 

 

1.22. “Third Party Claim” shall mean a Claim asserted by a Third Party.

 

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2. PURCHASE OF GSCG SHARES

 

2.01 Purchase of GSCG Shares.  At the Closing, BN will sell, convey, transfer and deliver to MSSV, and MSSV will purchase from BN, for the consideration hereinafter set forth, the GSCG Shares, all of which are held by BN. BN shall deliver to MSSV the certificates representing the GSCG Shares. All GSCG Shares shall be transferred or otherwise conveyed by BN to MSSV free and clear of all Liabilities, obligations, Liens and Claims (including Third Party Claims).

 

3. PURCHASE SHARES

 

3.01. Amount of Purchase Shares.  In consideration for the GSCG Shares, MSSV shall issue the following (the “Purchase Shares”) to BN on the Closing Date:

 

  i. BN shall receive:

 

  a. A share certificate representing 1,000,000 (one million) shares of MSSV’s Series AA Super Voting Preferred Stock (bearing the preferences as set forth in Exhibit A attached hereto);

 

  b. A share certificate representing 8,974 (eight thousand nine hundred and seventy-four) shares of MSSV’s Series DD Convertible Preferred Stock (bearing the preferences as set forth in Exhibit B attached hereto; and

 

  c. An amount equal to USD $50,000 (fifty thousand dollars US) being the balance owing to BN pursuant to the terms of the LOI and Assignment (“Payment”).

 

3.02. Employees.  The Closing shall not impact the employment of any employee of GSCG and the employees of GSCG shall remain employed with GSCG following the Closing Date, upon such terms and conditions as are in effect immediately prior to the Closing Date. Nothing in this Section 3.02 shall be deemed to be a contract for the benefit of any employee.

 

3.03.  Directors. Each of MSSV and GSCG shall retain its respective Director(s), and no other director(s) shall be appointed within the context of the Closing.

 

3.04 . BN hereby warrants and undertakes, from the date of execution of this Agreement, throughout the term of his employment with GSCG and for a period of two (2) years after termination of his employment with GSCG, not to engage personally or through any other Person, directly or indirectly, in the management, operation, control, or participate in the management, operation, control, or be connected as an officer, director, employee, partner, principal, agent, representative, employee, or otherwise with or use or permit his name to be used in connection with, any business or enterprise engaged in the primary line of business in which the Company is engaged in having acquired GSCG at the time of execution of this Agreement, unless with the prior written consent of the Company. Notwithstanding anything to the contrary herein, BN may be a passive investor in a competing business provided that his total holdings amount to less than 5% of such competing business as calculated under determined under Rule 13d-3 promulgated under the Exchange Act.

 

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BN acknowledges that any breach by him of the provisions of this Section 3.04 of this Agreement shall cause irreparable harm to the Company and that a remedy at law for any breach or attempted breach of this Section 3.04 of this Agreement will be inadequate, and agrees that the Company shall be entitled to exercise all remedies available to it, including specific performance and injunctive and other equitable relief, without the necessity of posting any bond, in the case of any such breach or attempted breach.

 

4. CLOSING

 

4.01. Closing.  The closing of the purchase and sale of the GSCG Shares (the “Closing”) shall occur on or before August 18, 2021 (the “Closing Date”).  

 

4.02. Deliveries of BN.   Pursuant to Section 2.01 hereinabove, BN shall deliver or cause to be delivered to MSSV at the Closing:

 

i.  A copy of resolutions, duly adopted by the Board of Directors and the stockholders of GSCG, authorizing the transactions contemplated hereby;

 

ii.  Such certificates issued by the appropriate Governmental or Regulatory Authority as required to evidence the legal existence and good standing of GSCG;

 

iii.  Any other approvals or consents required with respect to the transfer of the GSCG Shares to MSSV;

 

iv.   The certificates representing 50,000,000 (Fifty Million) shares of common stock of BN, medallion guaranteed or containing such other documents as are necessary to effectuate the transfer of the shares to MSSV, which represents all of the outstanding shares of GSCG

 

v.  Such other closing documents as MSSV may reasonably require.

 

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4.03. Deliveries of MSSV.  MSSV shall deliver or cause to be delivered to BN at the Closing:

 

i.  Certificates representing the Purchase Shares to be issued pursuant to Section 3.01 hereinabove; 

 

ii.  A copy of the resolutions of MSSV’s Board of Directors approving the transactions contemplated hereby;

 

  iii. Such other closing documents as BN and/or GSCG may reasonably require. 

 

4.04. Conditions to MSSV’s Obligations.  The obligation of MSSV to consummate the transactions to be performed by it in connection with the Closing will be subject to the satisfaction (or waiver by MSSV, in whole or in part, in writing) of the following conditions as of the time of the Closing:

 

i. Each representation and warranty set forth in Section 5 will be true and correct in all material respects at and as of the time of the Closing as though then made, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date;

 

ii. Each of GSCG and BN will have performed and complied in all material respects with all of the covenants and agreements (considered collectively), and each of the covenants and agreements (considered individually), required to be performed by each under this Agreement or any other agreements, documents and instruments to be entered into by each of GSCG and BN in connection with the transactions contemplated hereby at Closing;

 

iii. There shall be no proceeding commenced or threatened against GSCG and/or BN, involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement;

 

 iv. BN shall have delivered the GSCG Shares to MSSV, free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims, whether private, governmental or otherwise) and encumbrances; 

 

vi.  There shall have been no material adverse change in the condition (financial or otherwise), results of operations, properties, assets, or Liabilities of GSCG;

 

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vii.   GSCG and BN, have obtained any and all other requisite approvals for the consummation of the transaction set forth herein; 

 

viii.   BN shall have delivered to MSSV the items set forth in Section 4.02; and

 

4.05. Conditions to each of GSCG’s and BN’s Obligations.  The obligation of each of GSCG and BN to consummate the transactions to be performed by each of GSCG and BN respectively, in connection with the Closing is subject to the satisfaction (or waiver in writing) of the following conditions as of the Closing Date:

 

i.  Each of the representations and warranties set forth in Section 6 is true and correct in all material respects at and as of the time of the Closing, except for changes expressly required by this Agreement and except for any representation or warranty that expressly relates to a specific prior date;

 

ii.  MSSV has performed and complied in all material respects with all of the covenants and agreements required to be performed by MSSV under this Agreement at or prior to the Closing;

 

iii.  There is no proceeding commenced or threatened against MSSV involving this Agreement or the transactions contemplated herein or any judgment, decree, injunction or order which prohibits the consummation of the transactions contemplated by this Agreement;

 

iv.  MSSV has obtained any and all other requisite approvals for the consummation of the transaction set forth herein; and

 

v.  MSSV shall have delivered to BN the items set forth in Section 4.03; and

 

vi.  Following Closing and within the prescribed deadline, MSSV undertakes to make all necessary filings with the SEC and to complete pro forma consolidated financial statements in accordance with the Exchange Act, and the rules and regulations promulgated thereunder, and the report of independent auditors with respect to such financial statements shall be completed and submitted.

 

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5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF GSCG AND BN

 

GSCG and BN hereby represent and warrant to MSSV as follows: 

 

5.01. GSCG and each of its subsidiaries as set forth in Exhibit C herein attached (“Subsidiaries”) is a corporation duly organized, validly existing and in good standing and all Licenses and permits required by Governmental or Regulatory Authorities to own and operate its assets and carry on the Business as now being conducted. 

 

5.02. GSBG further warrants that the Subsidiaries constitute all of the subsidiaries of GSCG, each wholly-owned by GSCG and form part and parcel of the subject matter of this Agreement.

 

5.03 The GSCG Shares are held and owned by BN as the beneficial and recorded owner with good and marketable title thereto, and all of the GSCG Shares are free and clear of all mortgages, liens, charges, security interests, adverse claims, pledges, encumbrances and demands whatsoever. Each of GSCG and BN has the requisite power and authority to execute and perform this Agreement and all other agreements, documents and instruments to be entered into in connection with the transactions contemplated hereby. 

 

5.04. BN constitutes all of the stockholders of GSCG. The execution, delivery and performance of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby have been duly authorized by the board of directors of GSCG, and do not violate or conflict with any provisions of the organizational documents of GSCG or any agreement, instrument, Law, order or regulation to which GSCG is a party or by which it is bound. All corporate action required to be taken by GSCG to authorize the execution, delivery and performance of this Agreement and all other agreements to be entered into by GSCG in connection with the transactions contemplated hereby has been taken, and such execution, delivery and performance do not violate or conflict with any provisions of the organizational documents of GSCG or any agreement, instrument, Law, order or regulation to which GSCG is a party or by which GSCG is bound. No consent, approval or authorization of, or filing with or notification to, any lender, security holder, Governmental or Regulatory Authority or other person or entity is required by GSCG or in connection with the execution, delivery and performance by GSCG of this Agreement and the consummation of the transactions contemplated hereby.

 

5.05.  This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which GSCG is a party will be, duly and validly executed and delivered by GSCG and BN as applicable, and the valid and binding obligations of GSCG and/or BN, enforceable against GSCG and/or BN in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles. 

 

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5.06. Neither GSCG nor BN has any Knowledge of any action, suit, litigation or proceeding pending or threatened against GSCG or otherwise, nor do GSCG or BN know of any basis for any such action, or of any governmental investigation relating to the business of GSCG.

 

5.07. GSCG and BN do not have Knowledge of any order, writ, injunction or decree that has been issued by, or requested of, any court or Governmental or Regulatory Authority which is against, or binding on GSCG or BN. 

 

5.08. Each of GSCG and BN has obtained all required approvals or authorizations of this Agreement and any other agreements to be entered into in connection with the transactions contemplated hereby which are required by applicable Laws or otherwise in order to make this Agreement or any other agreements entered into in connection with the transactions contemplated hereby binding upon each of GSCG and BN, as applicable.

 

5.09. There are no Liens for any federal, state, county or local franchise, income, excise, property, business, sales, commercial rent, employment or other Taxes upon GSCG. GSCG has timely filed all federal, foreign, state, county and local franchise, income, excise, property, business, sales, commercial rent and employment and other Tax Returns which are required to be filed through the Closing Date, and has paid, or will pay, all Taxes which are due and payable on or before the Closing Date. 

 

5.10 GSCG, in all material respects, complied and is in compliance with all applicable Laws, orders and regulations of any Governmental or Regulatory Authority applicable to it and its operation of the business, assets or property or its operations including, without limitation, applicable Laws relating to zoning, building codes, antitrust, occupational safety and health, consumer product safety, product liability, hiring, wages, hours, employee benefit plans and programs, collective bargaining and withholding and social security taxes.  

 

5.11. The representations and warranties of GSCG and BN contained in this Agreement will be true and correct on and as of the Closing Date with the same force and effect as though such representations and warranties had been made on and as of the Closing Date.

 

5.12. With respect to the Payment Shares being issued to BN, said shares are being acquired for investment purposes only and not with a view towards resale or distribution.  BN is an accredited investor as that term is defined under Rule 501 promulgated under the Securities Act of 1933, as amended, and has had an opportunity to ask questions of MSSV and has done so. BN has such knowledge and experience in financial and business matters that he are capable of evaluating the merits and risks of an investment in the Payment Shares. The Payment Shares are restricted securities that have not been registered for re-sale pursuant to the Securities Act. BN understands that the Payment Shares may not be sold, transferred, assigned or hypothecated or otherwise distributed, absent the effectiveness of a registration statement covering the sale of such Payment Shares or an exemption from the registration requirements the Securities Act. 

 

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5.13 BN has no Liability or obligation to pay any fees or commissions to any broker, finder or agent with respect to the transactions contemplated by this Agreement or any other agreements to be entered into in connection with the transactions contemplated hereby.

 

5.14. BN is the sole beneficial holder of the GSCG Shares, and the GSCG Shares constitute all of the issued and outstanding shares of capital stock of GSCG. There is no restriction affecting the ability of BN transfer its title and ownership of GSCG Shares to MSSV, and upon delivery of the certificates of the GSCG Shares to MSSV pursuant to the terms of this Agreement and payment of the Purchase Shares at the Closing, MSSV will acquire record and legal title to such GSCG Shares, free and clear of all Liabilities, obligations, Liens, Claims (including Third Party Claims) and encumbrances.

 

5.15. The officers and directors of GSCG are as follows: 

 

Benito Novas CEO, President, Sole Director

 

6. REPRESENTATIONS AND WARRANTIES OF MSSV

 

Except as disclosed by MSSV on MSSV’s reports, statements, schedules, prospectuses, and other documents filed with the Securities and Exchange Commission (the “SEC”) in accordance with the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) (collectively, as amended and/or supplemented to date, the “Securities Filings”), MSSV represents and warrants to each of BN as follows:

 

6.01. MSSV is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.

 

6.02. MSSV is duly qualified to conduct business under the laws each jurisdiction where such qualification is necessary, except where the failure to be so qualified would not have a Material Adverse Effect. 

 

6.03. Subject to Section 4.05(iv) herein, MSSV has all other requisite corporate power and authority to execute and deliver this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and to perform its obligations hereunder and thereunder.  The execution and delivery by MSSV of this Agreement and all other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and the performance by MSSV of its obligations hereunder and thereunder, shall be duly and validly authorized by all necessary corporate action on the part of MSSV, including any vote of stockholders.  This Agreement has been, and upon execution and delivery thereof, each of the other agreements to be entered into in connection with the transactions contemplated hereby to which MSSV is a party will be, duly and validly executed and delivered by MSSV and the valid and binding obligations of MSSV, enforceable against MSSV in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws from time to time in effect affecting the enforcement of creditors’ rights generally, and except as enforcement of remedies may be limited by general equitable principles. 

 

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6.04. Except as otherwise stated in this Agreement including but not limited to Sections 4.05 (iv) and (vi), there is no additional requirement applicable to MSSV to make any filing with, or to obtain any permit, authorization, consent or approval of, any governmental entity as a condition to the lawful consummation by MSSV of the transactions contemplated pursuant to this Agreement.  The execution, delivery and performance of this Agreement by MSSV does not, and the consummation of the transactions contemplated hereby will not (with or without the giving of notice, the lapse of time or both), (i) conflict with or result in any breach of any provision of the Articles of Incorporation or Bylaws of MSSV, or (ii) violate any applicable Law, rule, regulation, order, writ, judgment, ordinance, injunction or decree of any governmental entity to which MSSV is a party or is bound.

 

6.05 The Officers and Directors of MSSV are as follows: 

 

David Christensen                   CEO, President, Secretary and sole Director

 

6.06 The Payment Shares to be issued to BN in accordance with Section 3.01 will at the time of issuance be, duly authorized, validly issued and fully paid and non-assessable in all respects, free from any pre-emptive or other rights, and the issuance thereof will, at the time of issuance, not violate any agreement or trigger the anti-dilution, right of first refusal, co-sale or similar provisions of any agreement to which MSSV is bound. Upon issuance in accordance with the terms of this Agreement, such shares will be duly authorized, validly issued, fully paid and non-assessable in all respects, free from any pre-emptive or other rights (other than as entered into after the Closing Date), and the issuance thereof will not violate any agreement or trigger the anti-dilution, right of first refusal, co-sale or similar provisions of any agreement to which MSSV is bound.

 

6.07. All Securities Filings required to be filed by MSSV with the SEC pursuant to the Exchange Act, along with all exhibits to such annual, quarterly and other reports as available on the SEC’s EDGAR database website, are true, correct and complete in all material respects as of the date of filing thereof, and said reports do not, as of the date of filing thereof, fail disclose or omit any material fact, agreement or matter relating to MSSV.

 

6.08 Other than what appears in MSSV’s Financials, to MSSV’s Knowledge there is no other claim, action, suit, proceeding, arbitration, complaint, charge or investigation pending or to MSSV’s Knowledge, currently threatened against MSSV or, to the best of MSSV’s Knowledge, threatened against any officer or director of MSSV, that questions the validity of this Agreement or the right of MSSV to enter into it, or to consummate the transactions contemplated hereby, or could have or reasonably be expected to have, either individually or in the aggregate, a material adverse effect upon the Business.  Neither MSSV nor, to the best of MSSV’s Knowledge, any of its officers or directors, is a party or is named as subject to the provisions of any suit, action order, writ, injunction, judgment or decree of any court or government agency or instrumentality (in the case of officers or directors, such as would affect MSSV). There is no action, suit, proceeding or investigation by MSSV pending or which MSSV intends to initiate. 

 

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6.09. Except as expressly set forth in this Section 6, MSSV makes no other representation or warranty with respect to the transactions contemplated by this Agreement or other agreements to be entered into in connection with the transactions contemplated herein.

 

7.  SURVIVAL OF REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION

 

7.01 Survival of Representations and Warranties.  All of MSSV’s representations and warranties in this Agreement or in any other agreements to be entered into in connection with the transactions contemplated hereby to which it is a party, and all of the representations and warranties of each of GSCG and BN in this Agreement, in any other agreements to be entered into in connection with the transactions contemplated hereby, or in any instrument delivered pursuant hereto or thereto, shall survive the Closing Date and continue until the date which is 12 (twelve) months after the Closing Date; provided, however, that (i) any claim based on fraud shall survive indefinitely, (ii) any claim for violation of the representations and warranties with respect to Taxes, employee matters shall survive until the expiration of the applicable statute of limitations applicable to any claim or right of action related thereto, (iii) the covenants and agreements contained in this Agreement and the other agreements to be entered into in connection with the transactions contemplated hereby and to be performed at the Closing Date will survive until fully performed in accordance with their terms, and (iv) any claim for indemnity asserted pursuant to Section 7.02 shall, if made within the applicable time period set forth above with respect to an accrued Liability, survive indefinitely.  However, no claim for indemnity may be asserted under Section 7.02 unless notice of such claim is given to GSCG or MSSV, as the case may be, prior to the appropriate period(s) specified in the preceding sentence.

 

7.02 Indemnification.

 

i.  Each of GSCG and BN agrees, from and after the Closing Date, for the appropriate period(s) specified in Section 7.01, above, to indemnify and hold MSSV and its officers, directors, agents or Affiliates and their respective successors and assigns (the “MSSV Indemnified Parties”), harmless from and against any Loss incurred by any MSSV Indemnified Party, directly or indirectly, resulting from (i) noncompliance with any applicable bulk sales or transfer Law, (ii) any Liability or Contract of, or Claim against GSCG, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (including but not limited to Liabilities for Taxes), (iii) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, GSCG prior to the Closing Date, (iv) or  the breach or inaccuracy of or failure to comply with, or the existence of any facts resulting in the inaccuracy of, any of the warranties, representations, conditions, covenants or agreements of GSCG contained in this Agreement or in any agreement or document delivered pursuant hereto or in connection herewith, or arising out of the consummation of the transactions contemplated hereby.

 

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ii.  MSSV agrees from and after the Closing Date, for the appropriate period(s) specified in Section 7.01, above, to indemnify and hold GSCG and BN and their respective Affiliates, successors and assigns (the “Seller Indemnified Parties”) harmless from and against any Loss incurred by any Seller Indemnified Party directly or indirectly resulting from (i) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, MSSV after the Closing Date, (ii) any Liability or Contract of, or Claim against MSSV, whether contingent or absolute, direct or indirect, known or unknown, matured or unmatured (including but not limited to Liabilities for Taxes), (iii) any Liability or Claim arising in any way from any service rendered, or action taken by, or relating to the operations of, MSSV prior to the Closing Date; or (iv) or any Claim arising out of MSSV’s breach, failure to fully repay and satisfy, default in or failure to comply with the terms of, the Assumed Liabilities or any breach of any warranties, representations, conditions, covenants or agreements of MSSV contained in this Agreement to which MSSV is a party, or in any other agreement, certificate or document delivered pursuant to or in connection with this Agreement or arising out of the Closing of the transactions contemplated hereby.

 

iii.  If any Third Party shall notify any party (the “Indemnified Party”) with respect to any matter which may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this Section 7, then the Indemnified Party shall notify each Indemnifying Party thereof promptly; provided, however, that no delay on the part of the Indemnified Party in notifying any Indemnifying Party shall relieve the Indemnifying Party from any Liability or obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is materially damaged.  In the event any Indemnifying Party notifies the Indemnified Party within thirty (30) days after the Indemnified Party has given notice of the matter that the Indemnifying Party is assuming the defense thereof, (i) the Indemnifying Party will defend the Indemnified Party against the matter with counsel of its choice (at its cost) reasonably satisfactory to the Indemnified Party, (ii) the Indemnified Party may retain separate co-counsel (at its cost), (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter without the written consent of the Indemnifying Party (not to be withheld unreasonably), and (iv) the Indemnifying Party will not consent to the entry of any judgment with respect to the matter, or enter into any settlement which does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all Liability with respect thereto, without the written consent of the Indemnified Party (not to be withheld unreasonably).  In the event the Indemnifying Party fails to assume the defense of the matter as provided herein within thirty (30) days after the Indemnified Party has given notice thereof, the Indemnified Party may defend against, or enter into any settlement with respect to, the matter in any manner it reasonably may deem appropriate.

 

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iv.  After the Closing Date, the right of indemnification under this Section 7 shall be the sole and exclusive remedy available to any Party for any claim or cause of action arising under this Agreement or other agreements to be entered into in connection with the transactions contemplated hereby in connection with any breach of any representation, warranty, covenant or provision of this Agreement this Agreement, other agreements to be entered into in connection with the transactions contemplated hereby or otherwise; provided, however, that this exclusive remedy does not preclude a Party from bringing an action for specific performance or other equitable remedy to require a party to perform its obligations under this Agreement.  Each Party expressly waives any rights it may have to make a claim against the other pursuant to any constitutional, statutory, or common law authorities.  The provisions of this 7.02(iv) shall not apply to claims arising out of or relating to the fraud, gross negligence or willful misconduct of the Parties.

 

8. CERTAIN OTHER COVENANTS AND AGREEMENTS

 

8.01. Further Assurances.  Upon the request of either Party hereto, the other Party will execute and deliver to the requesting Party, or such Party’s nominee, all such instruments and documents of further assurance or otherwise, and will do any and all such acts and things as may reasonably be required to carry out the obligations of such Party hereunder and to more effectively consummate the transactions contemplated hereby, including, without limitation, submitting information required by a Governmental or Regulatory Authority, obtaining all consents and approvals from Third Parties, under leases, agreements and other Contracts.

 

8.02 SEC Reports.  MSSV shall file with the SEC all reports that are required to be filed pursuant to the Exchange Act with respect to this Agreement and the transactions contemplated hereby.

 

8.03 Employment Agreements. MSSV shall enter into three year employment agreement with David Christensen in connection with the Closing. GSCG shall enter into a three year employment agreement with Benito Novas in connection with the Closing.

 

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9. MISCELLANEOUS

 

9.01.  Governing Law.  This Agreement shall be construed and interpreted in accordance with the laws of the State of Nevada shall be enforceable exclusively in the courts thereof. 

 

9.02.  Modification.  This Agreement may be modified or amended, and the requirements of any provision hereof may be waived, with the mutual consent of the Parties by written instrument signed by them or their respective successors or assigns in any manner deemed necessary or appropriate by them.

 

9.03.  Binding Nature.  This Agreement shall be binding unto the Parties herein their heirs and permitted assigns.

 

9.04.  Counterparts.  This Agreement 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.

 

9.05.  Notices.  Any notice or other communication hereunder may be sent by any means (including facsimile or email or other electronic means, provided that receipt thereof is acknowledged and confirmed by the recipient) and shall be effective upon receipt; except that, if sent via domestic certified mail or via international overnight courier such as Federal Express, said notice shall be conclusively deemed to have been received by a Party hereto and be effective on the earlier of (a) the actual date of receipt, or, if earlier, (b) the third business day following the date given to the post office or courier for delivery. In addition to such notices and communications as shall be addressed to such Party at the address set forth at the outset of this Agreement (or such other address as such Party shall specify to the other Party in writing).

 

9.06.  Entire Agreement.  This Agreement, together with its schedules, exhibits and the other agreements to be entered into in connection with the transactions contemplated hereby, constitutes the entire understanding among the Parties and supersedes all other understandings and agreements, oral or written, with respect to the subject matter hereof.

 

9.07.  Headings.  The descriptive headings of the several sections and paragraphs of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

 

9.08.  Equitable Remedies.  In the event that any Party to this Agreement shall default in the performance of any obligation, covenant or agreement hereunder, the other Parties to this Agreement shall, in addition to all other remedies which may be available to it, be entitled to injunctive and equitable relief, including without limitation specific performance, and shall be entitled to recover from the defaulting Party or Parties its costs and expenses (including reasonable attorneys’ fees) incurred by it in securing such injunctive or equitable relief.

 

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9.09.  Severability.  In the event that any provision of this Agreement shall be held to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement should remain in full force and effect and be interpreted as if such invalid or unenforceable provision had not been a part hereof; provided, however, if any particular portion of this Agreement shall be adjudicated invalid or unenforceable by reason of the Agreement shall be deemed amended to diminish such time and/or reduce such scope to the longest enforceable time and the broadest enforceable scope of applicability.

 

9.10.  Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the Parties herein and their successors and permitted assigns.

 

[SIGNATURE PAGE TO FOLLOW]

 

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IN WITNESS THEREOF, the Parties agree on the content of this SPA and, as evidence thereof, have signed this SPA on this 22nd day of June 2021.

 

GLOBAL STEM CELLLS GROUP INC.      MESO NUMISMATICS INC.
     
By: /s/:   By: /s/:
  Benito Novas      David Christensen
         
BENITO NOVAS      
         
/s/:        

 

 

 

EXHIBIT A

 

 

 

 

 

 

 

 

 

 

EXHIBIT B

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT C

 

Subsidiaries of GSCG:

 

  1. Adimarket, LLC

 

  2. Stem Cell Training, LLC

 

  3. Stem Cell Centers,LLC

 

 

 

Exhibit 99.1

 

Meso Numismatics and Global Stem Cell Group Enter Final Definitive Agreement

 

LAS VEGAS, NV, June 24, 2021 (GLOBE NEWSWIRE) -- via NEWMEDIAWIRE -- Meso Numismatics, Inc. (“Meso Numismatics” or the “Company”) (MSSV), a technology and numismatic company specializing in the Meso Region, including Central America and the Caribbean, is pleased to announce that the Final Definitive Agreement with Global Stem Cells Group (“GSCG”) has been signed.

 

“We are very pleased to have entered into the definitive agreement with Global Stem Cells” said Dave Christensen CEO of Meso, “And we look forward to expanding into the growth stem cell industry with our new partner.”

 

Please read this press release in conjunction with the 8K filed June 24, 2021.

 

This press release should be read in conjunction with all other filings on www.sec.gov

 

For more information on Global Stem Cells Group please visit: www.stemcellsgroup.com

 

About Meso Numismatics: Meso Numismatics, Corp is an emerging numismatic and technology company specialized in the Meso Region, including Central America and the Caribbean. The Company has quickly become the central hub for rare, exquisite, and valuable inventory for not only the Meso region, but for exceptional items from around the world. With the Company’s breadth of business experience and technology team, the Company will continue to help companies grow.

 

This press release should be read in conjunction with all other filings on www.sec.gov

 

For more information on Global Stem Cells Group please visit: www.stemcellsgroup.com

 

About Meso Numismatics: Meso Numismatics, Corp is an emerging numismatic and technology company specialized in the Meso Region, including Central America and the Caribbean. The Company has quickly become the central hub for rare, exquisite, and valuable inventory for not only the Meso region, but for exceptional items from around the world. With the Company’s breadth of business experience and technology team, the Company will continue to help companies grow.

 

Forward Looking Statements

 

Some information in this document constitutes forward-looking statements or statements which may be deemed or construed to be forward-looking statements, such as the closing of the share exchange agreement. The words “plan”, “forecast”, “anticipates”, “estimate”, “project”, “intend”, “expect”, “should”, “believe”, and similar expressions are intended to identify forward-looking statements. These forward-looking statements involve, and are subject to known and unknown risks, uncertainties and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements. The risks, uncertainties and other factors are more fully discussed in the Company’s filings with the U.S. Securities and Exchange Commission. All forward-looking statements attributable to Meso Numismatics, Inc., herein are expressly qualified in their entirety by the above-mentioned cautionary statement. Meso Numismatics, Inc. disclaims any obligation to update forward-looking statements contained in this estimate, except as may be required by law.

 

For further information, please contact:

 

Investor.relations@mssvinc.com

 

Telephone: (800) 956-3935