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):
February 26, 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 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.
¨
Item 3.02 Unregistered Sales of Equity Securities.
Effective February 26, 2020, Digital Locations, Inc. (the “Company”) issued 9,777,778 shares of its common stock upon conversion of 1,100 shares of its issued and outstanding Series B Preferred Stock (the “Preferred Stock”), representing a total stated value of $110,000. The Preferred Stock were converted at a price of $0.01125. The Preferred Stock were held by the Company’s President, who acquired the shares from a shareholder of the Company.
The shares of common stock were issued pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transaction did not involve a public offering.
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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 thereunto duly authorized.
DIGITAL LOCATIONS, INC. | |||
Date: March 2, 2020 | By: | /s/ William E. Beifuss, Jr . | |
Name: William E. Beifuss, Jr. | |||
Title: President and Chief Executive Officer | |||
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