LFAP LGBTQ Loyalty Holdings Inc (CE)

Item 1.01 Entry into a Material Definitive Agreement.

Background

On April 9, 2021, GHS Investments, LLC, a Nevada limited liability company and the Company entered into that certain Securities Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report Form 8-K filed on April 16, 2021 (the “April Agreement”), providing for, among other things, the offer and purchase and sale of four hundred (400) shares of the Company’s Series D Convertible Preferred Stock (“April Series D Preferred Stock”) and a five year warrant to purchase up to 40,000,000 shares of the Company’s Common Stock, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report Form 8-K filed on April 16, 2021 (the “April Warrant”). Further, on May 21, 2021, GHS and the Company entered into that certain Securities Purchase Agreement, a copy of which was filed as Exhibit 10.1 to the Company’s Current Report Form 8-K filed on May 21, 2021 (the “May Agreement”, together with the April Agreement, the “Purchase Agreements”), providing for, among other things, the offer and purchase and sale of an additional one hundred and fifty (150) shares of the Company’s Series D Convertible Preferred Stock (“May Series D Preferred Stock”, together with the April Series D Preferred Stock, the “Preferred Stock”) and a five year warrant to purchase up to 1,500,000 shares of the Company’s Common Stock, a copy of which was filed as Exhibit 10.2 to the Company’s Current Report Form 8-K filed on April 16, 2021 (the “May Warrant”, together with the April Warrant, the “Warrants”). The Company and GHS determined to rescind, ab initio, the issuance of the Warrants issued pursuant to the Purchase Agreements (the “Rescission”).

In connection with the Rescission, on June 23, 2021, GHS and the Company entered into a Rescission Agreement (the “Rescission Agreement”) pursuant to which the Company and GHS agreed to rescind, ab initio, the issuances of Warrants to GHS. Pursuant to the Rescission Agreement, GHS and the Company agreed that the issuance of the Warrants are unconditionally and irrevocably rescinded ab initio by GHS and the Company, and the Warrants are neither valid nor effective in any manner whatsoever. Further, GHS and the Company acknowledged that each has been restored to the position in which such Party found itself on the date that the respective Purchase Agreement was executed but without any references, rights or obligations relative to the Warrants contained in, or otherwise granted in, either the Purchase Agreements or the Warrants. As a result, GHS has no rights whatsoever to the Warrants and the Company has no rights whatsoever to the any exercise price that it may have received pursuant to the Warrants.

In connection with the execution and delivery of the Rescission Agreement, the Company and GHS entered into two (2) Amended and Restated Purchase Agreements, as more fully detailed in the respective agreements, which each seek to amend and restate the terms and conditions contained in the April Agreement and the May Agreement.

The foregoing description of the Rescission Agreement, Amended and Restated Securities Purchase Agreement (April 2021) and Amended and Restated Securities Purchase Agreement (May 2021) does not purport to be complete and is qualified in its entirety by reference to the full text of the documents as filed as Exhibit 10.1, Exhibit 10.2 and Exhibit 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.