Current Report Filing (8-k)
February 07 2017 - 8:56AM
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): February 7, 2017
EXOLIFESTYLE,
INC.
(Exact
Name of Registrant as Specified in Charter)
|
Nevada
|
|
000-51935
|
|
90-1119774
|
|
(State
or Other Jurisdiction
|
|
(Commission
|
|
(I.R.S.
Employer
|
|
of
Incorporation)
|
|
File
Number)
|
|
Identification
No.)
|
|
136
NW 16
th
Street, Boca Raton, FL
|
|
33432
|
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(561)
939-2520
(Registrant’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):
|
[ ]
|
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))
|
Item
3.02. Unregistered Sales of Equity Securities.
As
of February 6, 2017, we had outstanding a total of 97,415,411 shares of common stock. Since that date, we have issued an additional
7,032,135 shares of common stock as follows: (i) on or about February 7, 2017 we issued 2,302,135 shares of common stock pursuant
to the conversion of a certain convertible debenture at a conversion price of $0.00465 per share of common stock, and (ii) on
or about February 7, 2017 we issued 4,730,000 shares of common stock pursuant to the conversion of a certain convertible promissory
note at a conversion price of $0.0015375 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 104,447,546 shares of common stock issued
and outstanding.
SIGNATURES
In
accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
|
|
EXOLifestyle,
Inc.
|
|
|
|
|
|
Date:
February 7, 2017
|
By:
|
/s/
Vaughan Dugan
|
|
|
|
Vaughan
Dugan
|
|
|
|
Chief
Executive Officer
|