8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 16, 2020

MESO NUMISMATICS, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-56010	88-049 91
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	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) 956-3935

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	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On September 16, 2020, Meso Numismatics Inc. (the “Company” or “MESO”) entered into a Third Post Closing Amendment (“Third 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 11, 2019 and further amended pursuant to a Second Post Closing Amendment to the Assignment and Assumption Agreement entered into on April 22, 2020.

Pursuant to the terms of the Third Amendment, certain changes were made to the Assignment and Original LOI.

The above description is only a summary of the Third Amendment and is qualified in its entirety by reference to the Third 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

Exhibit No.	Description
10.1	Third Amendment to the Assignment and Assumption Agreement entered into on September 16, 2020 by and between the Company, Lans Holdings Inc., Global Stem Cells Group Inc. and Benito Novas.

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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: September 18, 2020

Meso Numismatics Inc.
By:	/s/ Dave Christensen
	Chief Executive Officer

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EX-10.1

Exhibit 10.1

THIRD POST CLOSING AMENDMENT TO THE ASSIGNMENT AND ASSUMPTION AGREEMENT

This Third Post Closing Amendment Assignment and Assumption Agreement is entered into as of September 16, 2020 (the “Amendment”) by and between Lans Holdings Inc., a Nevada Corporation having its principle place of business at 801 Brickell, Miami, FL 33133 (“Assignor”), Meso Numismatics Inc. a Nevada Corporation having its principal place of business at 433 Plaza Real Suite 275 Boca Raton, Florida 3432 (“Assignee”), Global Stem Cells Group Inc. a Florida Corporation having its principal place of business at 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, Assignee, Global and BN individually a “Party” and together the “Parties).

WHEREAS, the Parties entered into an Assignment and Assumption Agreement dated November 27, 2019 (“Assignment “), assigning all the rights and obligations to Assignee under the New LOI dated November 27, 2019 (as defined in said Assignment) into a Post-Closing Amendment to the Assignment and Assumption Agreement dated December 19, 2019 (“First Amendment”) and into a Second Post-Closing Amendment to the Assignment and Assumption Agreement dated April 22, 2020 (this Second Amendment”) attached hereto as EXHIBIT A (the “Original Agreement”);

WHEREAS, the Parties deem it to be in their respective best interests to amend the Original Agreement;

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. Amendment. The Original Agreement is hereby amended as follows:

I. The Deadline to enter into a definitive agreement pursuant to Section 7 of the New LOI, has been extended to 180 days from the execution of this Amendment.

II. Section 9d of the New LOI has been replaced in its entirely and shall henceforthwith red as follows:

“d. In addition, Pubco shall pay the remaining balance equal to $100,000 USD (one hundred thousand dollars US) (“Payment”) to GSCG which shall be paid as follows:

I. An amount equal to $50,000 USD (fifty thousand USD) upon the execution of this herein Amendment; and

II. The remaining balance to be paid in full at the latest upon execution of the Definitive Agreement or at such other date as shall be specified by the Parties.”

III. The Deadline for the option to receive Preferred Shares granted to Assignee in Section 2 IV of the First Amendment, has been extended to 180 days from the execution of this herein Amendment.

2. Miscellaneous.

I. This Amendment including the recitals and all of the Annexes attached hereto, along with the Original Agreement 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.

II. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of Nevada, without giving effect to the principles of conflict of law.

III. Any notice, request or other communication required or permitted hereunder shall be in writing and shall be deemed to have been duly given when received if personally delivered, sent by electronic means to the address as shall have been communicated by each Party to the other Parties, or by established overnight courier to the addresses first stated above.

IV. This Amendment may not be amended except by instrument in writing signed by each of the Parties.

V. Each Party shall cooperate and take any and all actions as may be reasonably requested by another Party in order to carry out the provisions and purposes of this Amendment.

VI. If any one or more of the provisions contained in this Amendment shall be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

VII. The recitals to this Amendment are incorporated herein by this reference and made a material part of this Amendment.

VIII. Except as specifically amended by this Amendment the terms and conditions of the Original Agreement remain in full force and effect.

IX. This Amendment may be executed in counterparts, each of which shall be deemed an original but all of which shall constitute one and the same instrument. Facsimile or electronic signatures of the undersigned Parties will have the same force and effect as original signatures.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, the Parties have executed and delivered this Assignment and Assumption Amendment as of the date first above written.

GLOBAL STEM CELLS GROUP INC.		MESO NUMISMATICS INC.
By:	/s/: Benito Novas	By :	/s/ Dave Christensen
	Benito Novas, CEO		Dave Christensen, CEO
BENITO NOVAS		LANS HOLDINGS INC.
/s/: Benito Novas		By :	/s/: Trevor Allen
			Trevor Allen, CEO

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