Current Report Filing (8-k)
10 May 2017 - 7:01AM
Edgar (US Regulatory)
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): May 5, 2017
EXOLIFESTYLE,
INC.
(Exact
name of Registrant as specified in its charter)
Nevada
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000-51935
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90-1119774
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(State
or other Jurisdiction of
Incorporation or organization)
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(Commission
File
Number)
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(IRS
Employer I.D. No.)
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136
NW 16
th
Street, Boca Raton, FL
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33432
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(Address
of principal executive offices)
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(Zip
Code)
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(561)
939-2520
(Registrants’s
telephone number, including area code)
N/A
(Former
name or former 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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule l 4a- l 2 under the Exchange Act ( 17 CFR 240. l 4a- l 2)
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Pre-commencement
communications pursuant to Rule l 4d-2(b) under the Exchange Act (17 CFR 240. l 4d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240. l 3e-4(c))
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ITEM
3.02 Unregistered Sales of Equity Securities.
As
of April 7, 2017, we had outstanding a total of 112,507,233 shares of common stock. Since that date, we have issued an additional
9,400,000 shares of common stock as follows: (i) on or about May 5, 2017 we issued 5,000,000 shares of common stock to
one entity pursuant to the conversion of a certain convertible debenture at a conversion price of $0.0025 per share of common
stock, and (ii) on or about May 8, 2017 we issued 4,400,000 shares of common stock to one entity pursuant to the conversion
of a certain convertible promissory note at a conversion price of $0.00165 per share of common stock.
The
issuances of the above shares of common stock were exempt from the registration requirements of Section 5 of the Securities Act
of 1933 (the “Act”) pursuant to Section 4(a)(2) thereto as isolated transactions not involving a public offering.
Following the issuances and as of the date of this filing, the Registrant has a total of 121,907,233 shares of common stock issued
and outstanding.
SIGNATURE
PAGE
Pursuant
to the requirement of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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EXOLifestyle,
Inc.
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Dated: May 8, 2017
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By:
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/s/ Vaughan Dugan
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Vaughan Dugan
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Chief Financial Officer
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