Current Report Filing (8-k)
04 September 2019 - 7:29AM
Edgar (US Regulatory)
UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
Washington,
DC 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): August 27, 2019
LGBTQ
LOYALTY HOLDINGS, INC.
(Exact
name of the registrant as specified in its charter)
DELAWARE
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000-54867
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80-0671280
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification No.)
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2435
Dixie Highway
Wilton
Manors, FL 33305
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (954) 947-6133
(Former
name or address if changed since last report)
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 (see General Instruction A.2 below):
☐ 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
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Entry
into a Material Definitive Agreement.
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Item
3.02
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Unregistered
Sales of Equity Securities.
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Reference
is made to the Current Report on Form 8-K filed by LGBTQ Loyalty Holdings, Inc. (the “Company”) on June 10, 2019 (the
“Prior 8-K”) disclosing the Company’s prior financing arrangement with Pride Partners LLC (“Pride”).
On
August 27, 2019, the Company entered into that certain Amendment No. 1 to Securities Purchase Agreement, Debentures and Registration
Rights Agreement (the “Amendment”) with Pride. Pursuant to the terms of the Amendment, Pride agreed to purchase an
additional $220,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $200,000 in cash, $100,000
of which was paid at signing of the Amendment and the remaining $100,000 of which will be paid on or prior to September 15, 2019.
As a result of this additional investment, the Company amended the currently outstanding 10% Original Issue Discount Senior Convertible
Debenture that was issued to Pride on June 4, 2019 to increase the face value of the debenture from $550,000 to $770,000 (provided
that if Pride fails to make the second $100,000 payment, the face value of the debenture will be reduced to $660,000). For more
information on the terms of the 10% Original Issue Discount Senior Convertible Debenture, see the Prior 8-K.
Pursuant
to the terms of the Amendment, the shares of common stock underlying the additional $220,000 in principal amount of 10% Original
Issue Discount Senior Convertible Debenture (the “Additional Underlying Shares”) are not subject to the registration
rights agreement entered into between the parties on June 4, 2019, but the Company has granted certain demand registration rights
to Pride in connection with the Additional Underlying Shares.
Additionally,
pursuant to the terms of the Amendment, the Company has waived its right to make the first two “Company Demands”
(as such term is defined in the warrant issued by the Company to Pride on June 4, 2019 and the Prior 8-K) with respect to the
warrant pursuant to which the Company would otherwise have been permitted, subject to certain equity conditions, to
require Pride to exercise up to $250,000 of the warrant.
The
form of Amendment is attached as Exhibit 10.1 hereto. All descriptions of the form of Amendment herein are qualified in their
entirety to the text of such Exhibit 10.1 hereto, which is incorporated herein by reference.
The
securities issued in the offering are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2)
of the Securities Act of 1933, as amended because, among other things, the transaction did not involve a public offering, the
investor is an accredited investors, the investor took the securities for investment and not resale and the Company took appropriate
measures to restrict the transfer of the securities.
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Item
9.01
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Financial
Statements and Exhibits.
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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 behalf
of the undersigned hereunto duly authorized.
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LGBTQ
Loyalty Holdings, Inc.
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Date: September 3, 2019
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By:
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/s/
Robert A. Blair
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Robert
A. Blair
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Chief
Executive Officer
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2
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