Westech Security and Investigation Inc signed a definitive agreement to acquire Gulf West Security Network, Inc. in a reverse merger transaction.
December 27, 2020
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Westech Security and Investigation Inc signed a definitive agreement to acquire Gulf West Security Network, Inc. (OTCPK:GWSN) in a reverse merger transaction on December 21, 2020. As part of the agreement, Josephine Brown, the sole shareholder of Westec, will sell all of her shares to Gulf West. Brown will receive an aggregate of approximately 66% of the issued and outstanding shares of common stock of Gulf West, post-closing, as consideration for the Sale. The remaining approximately 34% of Gulf West’s issued and outstanding shares of common stock shall consist of presently issued and outstanding shares of common stock of Gulf West. In addition, Gulf West will issue equal to 32,750,000 shares of Series E at a current stated value of $1.00.The 32,750,000 Series E shares to be issued, shall consist of (i) an exchange of all currently outstanding preferred stock of Gulf West, (ii) an exchange of all outstanding loans to Gulf West which shall either be satisfied or convert to Series E immediately following the transaction so that there are no outstanding loans to Gulf West at Closing (iii) a bridge loan of $500,000 made to Westech, which shall convert to Series E immediately following the Transaction and (iv) an investment of $750,000. The aggregate of (i) through (iv) hereinabove, on an as converted basis shall be equal to 34% of the equity in Gulf West at Closing. The presently issued and outstanding shares of common stock of Gulf West which are 4,618,250 but will be approximately 25,000 at Closing after Gulf West completes its 1 for 187 reverse stock split prior to closing. In addition, in connection with, and subject to, an additional acquisition post-closing of the Sale, and upon receipt of an additional investment of $1.25 million acquisition, Gulf West shall issue 1,250,000 shares of Series E Stock for such investment. Furthermore, subject to the approval of its shareholders and subject to the discretion of the Board of Directors of Gulf West, Gulf West will (i) change its name to Westech Security and Investigation Inc. The transaction is subject to approval by the Board of Directors of Gulf West, delivery of the required audited financial statements of Westech and other customary closing conditions. The transaction is expected to complete during the first quarter of 2021.
Gulf West Security Network, Inc. is engaged in providing residential and commercial electronic security, home automation, and systems integration services on a both retail and wholesale basis. The Company's retail division is engaged in the hands-on design, engineering, sales, installation, after-market servicing, inspection, and remote electronic monitoring of home (residential) burglar, fire, and medical alarm systems as well as fully integrated business (commercial) security and automation systems. Its wholesale division is engaged in the development and expansion of coalition (alliance or network) of independently branded life safety and property protection providers, fire alert and suppression system installers, electronic remote monitoring and video surveillance specialists, smart home designers, commercial systems integrators, structured wiring professionals and electrical contractors.