Current Report Filing (8-k)
May 30 2017 - 08:31AM
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 25, 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
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(Commission
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(IRS
Employer
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Incorporation
or organization)
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File
Number)
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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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[ ]
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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 May 15, 2017, we had outstanding a total of 127,107,233 shares of common stock. Since that date, we have issued an additional
12,316,333 shares of common stock as follows: (i) on or about May 25, 2017 we issued 6,083,000 shares of common stock to one entity
pursuant to the conversion of a certain convertible debenture at a conversion price of $0.0014 per share of common stock; and
(ii) on or about May 26, 2017 we issued 6,233,333 shares of common stock to one entity pursuant to the conversion of a certain
convertible promissory note at a conversion price of $0.0015 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 139,423,566 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 30, 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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