Current Report Filing (8-k)
April 24 2020 - 5:24PM
Edgar (US Regulatory)
UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of
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The Securities Exchange Act of 1934
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Date of Report (Date of earliest event
reported): April 22, 2020
MESO NUMISMATICS INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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000-56010
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88-049
91
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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433
Plaza Real Suite 275
Boca
Raton, Florida
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33432
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (800)
889-9509
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 (17 CFR 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant is an emerging growth company as
defined in 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. ☐
ITEM 1.01 ENTRY INTO A MATERIAL
DEFINITIVE AGREEMENT.
On April 22, 2020, Meso Numismatics Inc. (the “Company”
or “MESO”) entered into a Second Post Closing Amendment (“Second 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 which Assignment was first amended pursuant to
a Post Closing Amendment to the Assignment and Assumption Agreement entered into on December 23, 2019 (“First Amendment”).
Pursuant to the terms of the Second Amendment, certain changes were
made to the Assignment and Original LOI.
The above description is only a summary of the Second Amendment
and is qualified in its entirety by reference to the Second Amendment filed as Exhibit 10.1 hereto.
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 of this report is incorporated by reference into this Item 3.03.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
1
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: April 24, 2020
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Meso Numismatics Inc.
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By:
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/s/
Melvin Pereira
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Chief Executive Officer
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