EXHIBIT 10.1
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): December 29, 2020
| DIGITAL LOCATIONS, INC. |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-54817 | 20-5451302 | ||
| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (IRS Employer Identification No.) |
| 3700 State Street, Suite 350 Santa Barbara, CA | 93105 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(805) 456-7000
(Registrant’s telephone number, including area code)
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 | Ticker 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 (§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. ☐
SECTION 1. REGISTRANT’S BUSINESS AND OPERATIONS
Item 1.01. Entry into a Material Definitive Agreement.
Effective January 8, 2021, Digital Locations, Inc, a Nevada corporation (the “Company”), entered into a 12% convertible note with an institutional investor in the principal amount of $33,500. The note matures on January 8, 2022. The Company received net proceeds of $30,000 after payment of $3,000 in legal fees and $500 in due diligence fees to the lender. The lender, at its option after 180 days from the issuance of the note, may convert the unpaid principal balance of, and accrued interest on, the note into shares of the Company’s common stock at a 45% discount from the lowest trading price during the 20 consecutive trading days immediately prior to conversion. The Company may prepay the note at any time beginning on the date of the issuance of the note until 180 days after the date of issuance of the note at a prepayment premium of 150%, after which the Company has no right of prepayment. A copy of this note is attached to this Report as Exhibit 10.1.
SECTION 3. SECURITIES AND TRADING MARKETS
Item 3.02. Unregistered Sales of Equity Securities.
During the period from December 29, 2020 through January 27, 2021, the Company issued a total of 22,249,835 shares of its common stock to two institutional lenders in consideration for the conversion of three convertible notes payable. The lenders converted a total of $74,710 of principal and $10,295.58 of accrued interest payable. The issuances of these shares of the Company’s common stock were exempt from registration pursuant to Section4(a)(2) and Rule 506(b) of Regulation D promulgated under the Securities Act of 1933, as amended.
The shares of common stock were issued to the two lenders as follows:
| Lender |
| Number of Shares |
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| Principal |
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| Accrued Interest |
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| Conversion Fees |
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| Total |
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| Lender #1: |
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| Convertible note dated 6/22/20 |
|
| 4,711,111 |
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| $ | 28,000.00 |
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| $ | 1,680.00 |
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| - |
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| $ | 29,680.00 |
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| Convertible note dated 7/7/20 |
|
| 3,975,000 |
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| $ | 33,000.00 |
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| $ | 1,980.00 |
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|
| - |
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| $ | 34,980.00 |
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| Lender #2: |
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| Convertible note dated 3/17/16 |
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| 6,407,023 |
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| $ | 6,490.00 |
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| $ | 3,120.53 |
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|
| - |
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| $ | 9,610.53 |
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| Convertible note dated 3/17/16 |
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| 7,156,701 |
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| $ | 7,220.00 |
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| $ | 3,515.05 |
|
|
| - |
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| $ | 10,735.05 |
|
As a result of the conversions detailed above, the Lender #1 convertible note, dated June 22, 2020, and the Lender #1 convertible note, dated July 7, 2020, were extinguished in full.
The terms of the above convertible promissory notes are disclosed in Note 5 to the Condensed Financial Statements included in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2020 filed with the Securities and Exchange Commission on November 13, 2020 and are incorporated herein by reference.
Effective January 8, 2021, the Company entered into a 12% convertible note with an institutional investor in the principal amount of $33,000. The terms of this note are fully described in Item 1.01 of this Report, and a copy of the note is attached to this Report as Exhibit 10.1.
SECTION 9. FINANCIAL STATEMENTS, PRO FORMA FINANCIALS & EXHIBITS
Item 9.01. Financial Statements and Exhibits.
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| (d) | Exhibits |
| 2 |
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 thereunto duly authorized.
| DIGITAL LOCATIONS, INC. | |||
| Date: February 4, 2021 | By: | /s/ William E. Beifuss, Jr. | |
| Name: | William E. Beifuss, Jr. | ||
| Title: | President and Chief Executive Officer | ||
| 3 |
EXHIBIT 10.1