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): August 18, 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.
SECTION 1 - REGISTRANT’S BUSINESS AND OPERATIONS
ITEM 1.01 - ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Background to Acquisition of Global Stem Cells Group Inc.
As previously disclosed, on November 27, 2019, Meso Numismatics Inc. (the “Company”) entered into an Assignment and Assumption Agreement (the “Assignment”) with Lans Holdings Inc. (“Lans Holdings”), Global Stem Cells Group Inc. (“GCSC”) and Benito Novas, whereby Lans Holdings assigned all of its rights to, obligations and interest in a Binding Letter of Intent (“LOI”) entered into on May 23, 2019 with GCSC and Benito Novas, setting forth the principal terms pursuant to which the Company will acquire 50,000,000 shares of common stock of GCSC.
On June 22, 2021, as contemplated above and after several amendments to the original Assignment with Lans Holdings and original LOI with GCSC, the Company entered into a Stock Purchase Agreement (the “SPA”) with GCSC and Mr. Novas for the sale of the 50,000,000 shares held in GCSC in exchange for 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company, and an amount equal to $225,000 USD.
Closing of the Acquisition of Global Stem Cells Group Inc.
On August 18, 2021, the closing of the transactions contemplated by the Assignment and LOI occurred (the “Closing Date”) with the closing of the SPA.
On the Closing Date, pursuant to the SPA, the Company acquired all the outstanding capital stock of GCSC and paid the purchase price of a total of 1,000,000 shares of Series AA Preferred Stock in the Company, 8,974 shares of Series DD Preferred Stock in the Company and $225,000 USD (the final payment of $50,000 was made on June 23, 2021).
The company has allocated $8.2M for delivery to an escrow account being set up by LANs holdings.
The foregoing description of the SPA does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the SPA, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.
The SPA has been included solely to provide investors and security holders with information regarding its terms. It is not intended to be a source of financial, business or operational information, or to provide any other factual information, about parties to the agreement. The representations, warranties and covenants contained in the SPA are made only for purposes of the SPA and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the SPA, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to investors or security holders. Investors and security holders should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the parties to the agreement. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the SPA, as applicable, which subsequent information may or may not be fully reflected in public disclosures.
SECTION 2 – FINANCIAL INFORMATION
Item 2.01 Completion of Acquisition or Disposition of Assets
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the completion of acquisition of assets is incorporated by reference into this Item 2.01.
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SECTION 3 – SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Items 1.01 and 5.02 of this Current Report on Form 8-K that relates to the unregistered sales of equity securities is incorporated by reference into this Item 3.02.
On August 18, 2021, the Company issued the securities described.
The issuance of the shares is exempt from registration in reliance upon Section 4(2) and/or Regulation D of the Securities Act of 1933, as amended.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.01 Changes in Control of Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K that relates to the change of control of the registrant is incorporated by reference into this Item 3.02.
There are currently 50,000 shares of Series AA Preferred Stock held by David Christensen, the Company’s CEO. As a result of the issuance of 1,000,000 shares of Series AA Preferred Stock to Benito Novas, a change of control has occurred. The amended certificate of designation for the Series AA Preferred Stock provides that all of the holders of the Series AA 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. The amended certificate of designation for the Series AA Preferred Stock further provides that a unanimous consent of the holders of Series AA Preferred Stock is necessary for, among other things, a change in control of the Company, requiring the votes of both Messrs. Christensen and Novas.
There are no arrangements known to the Company, the operation of which may, at a subsequent date, result in a change in control of the Company.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 18, 2021, the Company entered into a Consulting Agreement with ETC (Enterprise Technology Consulting) owned by David Christensen. The agreement with ETC includes an issuance of 896 shares of Series DD Preferred Stock of the Company.
There are restrictive terms protecting the Company by limiting Mr. Christensen from competing or soliciting for a period of time.
The foregoing description of the Consulting Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Consulting Agreement, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
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SECTION 8 – OTHER EVENTS
Item 8.01 Other Events
On August 18, 2021, we issued a press release concerning the acquisition of GCSC. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in Item 8.01 of this Current Report on Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
SECTION 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial statements of businesses acquired |
To the extent the financial statements and additional information required pursuant to Item 9.01(a) of Form 8-K are determined to be required to be filed, they will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
| (b) | Pro forma financial information. |
To the extent the pro forma financial information required pursuant to Item 9.01(b) of Form 8-K is determined to be required to be filed, it will be filed by amendment to this Current Report on Form 8-K within 71 calendar days after the date on which this Current Report on Form 8-K must be filed.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 | Stock Purchase Agreement, dated June 22, 2021 | |
| 10.1 | Consulting Agreement, dated August 18, 2021 | |
| 99.1 | Press Release, dated August 18, 2021 | |
| 104 | Cover Page Interactive Data File |
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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: August 18, 2021 | |
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Exhibit 2.1
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.
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.
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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. |
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; |
| 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 |
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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. |
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.
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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.
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.
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.
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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.
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
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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.
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. |
| 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. |
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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.
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.
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 10.1
PROFESSIONAL SERVICES CONSULTING AGREEMENT
THIS PROFESSIONAL SERVICES CONSULTING AGREEMENT (“Agreement”) is made as of [June 15th, 2021] (“Effective Date”), by and between Enterprise Technology Consulting. (“Consultant”), and, Meso Numismatics, Inc. (“Client”). Consultant and Client may be referred to each individually as a “Party” and collectively as the “Parties.”
Client desires to retain Consultant to provide consulting services to Client from time to time upon the terms and conditions of this Agreement, and Consultant is willing to perform such services.
In consideration of mutual covenants and agreements set forth in this Agreement, the Parties agree as follows:
1. Engagement. The Company hereby engages ETC to provide and perform the services set forth, and ETC hereby accepts the engagement.
2. Professional Services. Consultant shall provide those services (the “Services”) to Client as described in this Agreement, is signed by both Parties, and issued in accordance with the terms of this Agreement. All Services to be provided by ETC shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of the Client.
3. Tools, Instruments and Equipment. ETC shall provide its own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties.
4. Term. The term of this Agreement shall commence on the Effective Date and, unless sooner terminated pursuant to Section 11, shall continue for 3 years, after which it may renew for additional term in written agreement between Parties.
5. Change Orders.
(a) If either Party desires to change the scope or performance of the Services, it shall submit details of the requested change to the other Party in writing. Consultant shall, within a reasonable time after such request, provide a written estimate of (a) the likely time required to implement the change; (b) any necessary variations in the fees and other charges for the Services arising from the change; (c) the likely effect of the change on the Services; and (d) any other impact the change might have on the performance of this Agreement.
(b) Promptly after receipt of the written estimate, the Parties shall negotiate in good faith a written change order setting forth the terms of such change. Neither Party shall be bound by any change unless mutually agreed upon in writing in accordance with this Section 3.
6. Compensation.
(a) Payment Terms. In consideration of the provision of the Services by Consultant and the rights granted to Client under this Agreement, Client shall pay the fees set forth in the applicable Compensation of Services. Payment to Consultant of such fees and the reimbursement of expenses pursuant to this Section 4 shall constitute payment in full for the performance of the Services. Consultant shall be compensated monthly based on annual rate of $90k. Additionally, the agreement with ETC includes an issuance of 896 shares of Series DD Preferred Stock of the Company. An amount of 448 shares are issued on August 18, 2021 and the remaining 448 to be issued February 18, 2022.
(b) Time and Materials. Where the Services are provided on a flat fee basis and not for time and materials: (i) the fees payable for the Services shall be calculated in accordance with Consultant’s monthly fee rates for Consultant’s work set forth in the applicable Compensation section 6; and (ii) Consultant shall issue invoices to Client monthly for its fees for the immediately forthcoming month accompanied, together with any expenses incurred in prior month accordance with Section 4(d).
(c) Fixed Price. Where the Monthly Services are provided for as a fixed price, the total fees for the Services shall be the amount set forth in section 6.
(d) Expenses. Unless otherwise specified, Client agrees to reimburse Consultant for all reasonable out-of-pocket expenses incurred by Consultant in connection with performance of the Services. All expenses must be pre-approved by the Client.
(e) Invoices. Consultant shall issue invoices to Client in accordance with the terms of this Section 4, and Client shall pay all properly invoiced amounts due to Consultant within five (5) business days after Client’s receipt of such invoice. All payments hereunder shall be in USD dollars and made by wire transfer.
7. Consultant’s Obligations. Consultant shall:
(a) comply with all laws of any regulatory agencies, all applicable laws in relation to the Services and all rules, regulations and policies of Client, including security procedures concerning systems and data safeguards;
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(b) maintain complete and accurate records relating to the provision of the Services under this Agreement;
(c) use reasonable efforts to meet any performance dates.
8. Client’s Obligations. Client shall:
(a) cooperate with Consultant in all matters relating to the Services and appoint a Client resource to serve as the primary contact with respect to this Agreement and who will have the authority to act on behalf of Client with respect to matters pertaining to this Agreement;
(b) respond promptly to any Consultant request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Consultant to perform Services in accordance with the requirements of this Agreement;
(c) provide such information as Consultant may reasonably request, in order to carry out the Services, in a timely manner, and ensure that it is complete and accurate in all material respects;
(d) comply with, and ensure that all Client personnel comply with, all rules and regulations of any regulatory agency having jurisdiction over Client and all applicable laws in relation to the Services and obtain and maintain all necessary licenses and consents in relation to the Services.
9. Confidential Information.
(a) For purposes of this Agreement, “Confidential Information” means any information that is treated as confidential by the disclosing Party, including, without limitation, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing. Confidential Information shall not include information that: (i) is already known to the receiving Party without restriction on use or disclosure prior to receipt of such information from the disclosing Party; (ii) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the receiving Party; (iii) is developed by the receiving Party independently of, and without reference to, any Confidential Information of the disclosing Party; or (iv) is received by the receiving Party from a third party who is not under any obligation to the disclosing Party to maintain the confidentiality of such information.
(b) The receiving Party agrees (i) not to disclose or otherwise make any Confidential Information of the disclosing Party available to any third party without the prior written consent of the disclosing Party; provided, however, that without the prior written consent of the disclosing Party, the receiving Party may share Confidential Information with its directors, officers, employees, agents, affiliates and representatives, including, without limitation, its lawyers, accountants, Consultants and financial advisors (collectively, “Representatives”), who, in each case, (x) need to know such information for purposes of this Agreement and (y) shall be informed by the receiving Party of the confidential nature of the Confidential Information and shall be directed to treat such information confidentially in accordance with this Agreement; (ii) to use the Confidential Information only for the purposes of performing its obligations under this Agreement; and (iii) to promptly notify the disclosing Party in the event it becomes aware of any loss or disclosure of the disclosing Party’s Confidential information. The receiving Party shall be responsible for compliance with this Agreement by any of its Representatives.
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(c) If the receiving Party becomes legally compelled to disclose any Confidential Information of the disclosing Party, the receiving Party shall provide:
| (i) | prompt written notice of such requirement so that the disclosing Party may seek, at its sole cost and expense, a protective order or other remedy; and |
| (ii) | reasonable assistance, at the disclosing Party’s sole cost and expense, in opposing such disclosure or seeking a protective order or other limitations on disclosure. |
(d) If, after providing such notice and assistance as required herein, the receiving Party remains required by law to disclose any Confidential Information of the disclosing Party, the receiving Party shall disclose no more than that portion of the Confidential Information that, on the advice of its legal counsel, the receiving Party is legally required to disclose and, upon the disclosing Party’s request, shall use commercially reasonable efforts to obtain assurances from the applicable court or agency that such Confidential Information will be afforded confidential treatment.
(e) Notwithstanding anything in this Section 7 to the contrary, the receiving Party shall be permitted, without notice to the disclosing Party, to disclose Confidential Information of the disclosing Party to any regulatory agency in the exercise of that agency’s jurisdiction over the receiving Party and the receiving Party’s obligation to notify the disclosing Party of a required disclosure under Section 7(c)(i) shall be limited solely to circumstances in which, in the opinion of the receiving Party’s counsel, applicable law permits such notice.
(f) Each Party’s obligations under this Section 7 shall survive termination or expiration of this Agreement for a period of two (2) years, except for Confidential Information that constitutes a trade secret under applicable law, in which case such obligations shall survive for as long as such Confidential Information remains a trade secret under such law.
10. Ownership of Work Product.
(a) Subject to Section 8(b), all documents, work product and other materials that are delivered to Client hereunder in the course of performing the Services (the “Work Product”) are and shall be considered “work made for hire” for Client as such term is defined in Section 101 of the Copyright Act of 1976, as amended, and that as such Client owns and shall continue to own all right, title and interest in and to the Work Product, including, but not limited to all copyrights and renewals and extensions of copyright therein. If and to the extent that the Work Product (or any portion thereof) does not constitute a “work made for hire,” Consultant hereby exclusively and irrevocably assigns, transfers and otherwise conveys, and shall cause each Consultant employee or Permitted Subcontractor to irrevocably assign to Client, in each case without additional consideration, all right, title, and interest throughout the world in and to the Work Product, including all rights of copyright or other intellectual property rights pertaining thereto. Consultant hereby agrees to assist Client, upon Client’s reasonable request and at Client’s expense, to protect and enforce Client’s intellectual property rights conferred in this Section 8(a). Consultant hereby waives any and all claims that Consultant may have now or may hereafter have in any jurisdiction to so-called “rental rights,” “moral rights” and all rights of “droit moral” with respect to the Work Product and to the results and proceeds thereof.
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(b) Consultant and its licensors are, and shall remain, the sole and exclusive owners of all right, title and interest in and to all documents, data, know-how, methodologies, software and other materials, including computer programs, reports and specifications, provided by or used by Consultant in connection with performing the Services, in each cased developed or acquired by Consultant prior to entering into this Agreement or independently of this Agreement, and client acknowledges that Consultant or its licensors may own other patent, trade secret and proprietary rights in techniques and concepts that were not conceived or first produced by Consultant in the performance of this Agreement (collectively “Pre-Existing IP”). Consultant hereby grants Client a limited, irrevocable, perpetual, fully paid-up, worldwide, royalty free, non-exclusive, non-transferable, non-sub-licensable license to the Pre-Existing IP to the extent it is incorporated in any Work Product delivered to Client by Consultant hereunder solely to the extent reasonably required in connection with Client’s receipt or use of the Services and Work Product. All other rights in and to the Pre-Existing IP are expressly reserved by Consultant.
(c) Each Party agrees that the obligations under this Section are continuing and shall survive the termination of this Agreement.
11. Representations and Warranties.
(a) Each Party represents and warrants to the other Party that:
| (i) | it is duly organized, validly existing and in good standing as a corporation, contractor, or other entity as represented herein under the laws and regulations of its jurisdiction of formation; |
| (ii) | it has full right, power and authority to enter into and perform its obligations under this Agreement; |
| (iii) | the execution of this Agreement by its representatives whose signature is set forth below has been duly authorized by all necessary corporate or other entity action of the Party; and |
| (iv) | when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party in accordance with its terms. |
(b) Consultant represents and warrants to Client that it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement. None of the Services or Work Product infringe any intellectual property rights of any third party arising under U.S. law, and as of the date hereof, there are no pending or to Consultant’ knowledge, threatened claims by any third party based on an alleged violation of such intellectual property rights, in each case, excluding any infringement or claim, litigation or other proceedings to the extent arising out of (x) any Client materials or any instruction, information, designs, specifications or other materials provided by Client, (y) use of the Work Product in combination with any materials or equipment not supplied or specified by Consultant, if the infringement would have been avoided by the use of the Work Product not so combined, and (z) any modifications or changes made to the Work Product by or on behalf of any person other than Consultant. Consultant’ sole liability and Client’s sole and exclusive remedy for Consultant’ breach of this Section 9(b) are Consultant’ obligations under Section 13(a).
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(c) EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 9, EACH PARTY HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE UNDER THIS AGREEMENT AND CONSULTANT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE SERVICES PROVIDED HEREUNDER ARE PROVIDED BY COMPLIANCE PROFESSIONALS AND NOT LAWYERS AND NONE OF THE SERVICES PROVIDED HEREUNDER SHALL BE CONSTRUED AS LEGAL ADVICE.
12. Termination.
(a) Either Party may terminate this Agreement, in whole or in part, at any time without cause, by providing at least sixty (60) days prior written notice to the other Party.
(b) Either Party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (i) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within fifteen (15) days after receipt of written notice of such breach; (ii) becomes insolvent or admits its inability to pay its debts generally as they become due; (iii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed within fifteen (15) business days or is not dismissed or vacated within forty-five (45) days after filing; (iv) is dissolved or liquidated or takes any corporate action for such purpose; (v) makes a general assignment for the benefit of creditors; or (vi) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
(c) Upon termination of this Agreement for any reason, each Party shall (i) return to the other Party all documents and tangible materials (and any copies) containing, reflecting, incorporating or based on the other Party’s Confidential Information, (ii) permanently erase all of the other Party’s Confidential Information from its computer systems and (iii) certify in writing to the other Party that it has complied with the requirements of this clause; and Client shall pay Consultant for all Services and expenses incurred through the date of termination.
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13. Indemnification.
(a) Consultant shall indemnify, defend and hold harmless Client and its directors, officers, partners, employees, agents, successors and permitted assigns (collectively, “Client Indemnitees”) from and against all claims, suits, demands, damages, liabilities, expenses (including, but not limited to, reasonable fees and disbursements of counsel and court costs), judgments, settlements and penalties of every kind (collectively, “Losses”) arising from or relating to:
| (i) | any actual infringement or misappropriation of any patent, trademark, copyright, trade secret or any actual or alleged violation of any other intellectual property or proprietary rights arising from or in connection with the Services performed under this Agreement or the use of any Work Product by Client as permitted under this Agreement; |
| (ii) | bodily injury, death of any person or damage to real or tangible person property resulting from the acts or omissions of Consultant; and |
| (iii) | Consultant’ material breach of any representation, warranty or obligation of Consultant set forth in this Agreement. |
(b) Client shall indemnify, defend and hold harmless Consultant and its customers directors, officers, partners, employees, agents, successors and permitted assigns (collectively, “Consultant Indemnitees”) from and against all Losses arising from or relating to:
| (i) | bodily injury, death of any person or damage to real or tangible person property resulting from the acts or omissions of Client or its employees; and |
| (ii) | Client’s material breach of any representation, warranty or obligation of Client set forth in this Agreement. |
14. Costs and Expenses. In the event of a default by either Party under any of the terms of this Agreement, the non-defaulting Party shall be entitled to recover all costs, including reasonable attorneys’ fees, incurred in enforcing its rights under this Agreement.
15. Limitation of Liability. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE CLIENT’S PAYMENT OF COMPENSATION DUE TO CONSULTANT HEREUNDER, IN NO EVENT WITH EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO CONSULTANT PURSUANT TO THIS AGREEMENT IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
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16. Survival of Rights. In the event of termination of this Agreement for any reason all of the rights and remedies of each Party shall survive and shall continue to be enforceable. Any right or obligation of the Parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement, including the rights and obligations of the Parties set forth in Section 4, Section 7, Section 8, Section 10, Section 11, and Sections 13 to the end.
17. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of Client and Consultant and their respective successors, heirs, and legal representatives. Neither Party may assign this Agreement without the prior written consent of the other Party; provided that upon written notice to Client Consultant may assign this Agreement to a successor of all or substantially all of the assets of Consultant through merger, reorganization, consolidation or acquisition.
18. Independent Contractor. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
19. Headings. Headings used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement.
20. Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. The addresses for notice are:
If to Consultant:
Attn: Dave Christensen
E-Mail:
If to Client:.
Attn: Meso Admin
E-Mail:
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21. Force Majeure. Neither Party shall be liable to the other for failure or delay in the performance of a required obligation under this Agreement (except for any obligations to make payments to the other Party hereunder) if such failure or delay is caused by riot, fire, flood, explosion, earthquake or other natural disaster, government regulation, or other similar cause beyond such Party’s reasonable control, provided that such Party gives prompt written notice of such condition and resumes its performance as reasonably possible.
22. Amendment and Merger. No amendments or variations of the terms and conditions of this Agreement shall be valid unless the same is in writing and signed by Consultant and an authorized officer of Client. This Agreement, supersedes all prior agreements, both written and oral, between Client and Consultant.
23. No Rule of Strict Construction. The language contained herein shall be deemed to be that approved by all Parties hereto and no rule of strict construction shall be applied against any Party hereto.
24. Governing Law. This Agreement shall be governed in all respects by the laws of the State of Nevada.
25. Severability. If any provision of this Agreement shall be found to be illegal or unenforceable by a court of competent jurisdiction, such term or provision shall be re interpreted or adapted to the changed conditions in such a way that the business purpose desired by such provision is achieved to the maximum possible extent. If the court determines such action is not feasible, then any such provision shall be severable, and the remainder of this Agreement shall continue to be given full force and effect.
26. Advertising & Publicity. Neither Party shall acquire the right to use in any advertising or other materials (including without limitation, websites, portfolios, brochures, and any form of social media such as Twitter, Facebook or LinkedIn), the names, characters, artwork, designs, tradenames, copyrighted materials, trademarks or service marks of the other Party. Notwithstanding any other provision of this Agreement, neither Party may issue press releases or endorsements that reference the other Party or include statements attributable to the other Party without the prior written consent of such other Party. No press release or endorsement which references either Party or includes a statement by such Party shall be made except as provided above.
27. Non-compete. Neither Party shall acquire the right to use in any advertising or other materials (including without limitation, websites, portfolios, brochures, and any form of social media such as Twitter, Facebook or LinkedIn, etc.) the use of either party’s proprietary information. Additional, Consultant shall not solicit any Client contacts or investors without prior permission from the Client.
[Signatures appear on next page.]
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IN WITNESS WHEREOF, this Agreement has been executed by Client and Consultant on the date first above written.
| Enterprise Technology Consulting, LLC | |
| /s/ David Christensen | |
| David Christensen | |
| Executive Vice President | |
| Date: August 18, 2021 |
| Meso Numismatics Inc. | |
| /s/ David Christensen | |
| David Christensen | |
| Chief Executive Officer | |
| Date: August 18, 2021 |
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Exhibit 99.1
Meso Numismatics Closes Global Stem Cell Group Acquisition
LAS VEGAS, NV, August 18, 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, MSSV is pleased to announce that it has closed its acquisition of Global Stem Cells Group. “We are pleased to have finally been able to close on this acquisition,” said David Christensen, President and CEO of MSSV,” We are now well positioned to enter into the growing global Regenerative Medicine industry.”
Global Stem Cells Group (Global) is a premier Regenerative Medicine company that specializes in cutting edge stem cell research, current clinical applications, and physician training. Global licenses its intellectual property and name to medical professionals around the world providing them with necessary equipment and cellular therapy products needed to perform safe and effective Regenerative Medicine related treatments. Global has one of the larges physician membership networks in the world with 29 offices in more than 25 countries. The worldwide Regenerative Medicine industry is a multi billion-dollar industry projected to have double digit annual growth rates over the next decade. For more information on Global Stem Cells Group please follow the link www.stemcellsgroup.com
Please read this press release in conjunction with the 8K that was filed today on www.sec.gov.
MSSV has also renegotiated its June 22, 2021 $10.5M financing, of which $8.2M is earmarked for the Lans Holdings Escrow as per the 8k filed June 24th, 2021, as follows: the warrant maturity has been changed to 7 years instead of 3 years and the warrant shall be locked up for the first 2 years whereas during the lock up period the warrant will not be able to be exercised.
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. Meso has now added bio-technology to it’s portfolio and will continue to grow the company in this new direction.
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