Current Report Filing (8-k)
June 05 2017 - 8:31AM
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): June 1, 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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[ ]
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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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[ ]
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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 26, 2017, we had outstanding a total of 139,423,566 shares of common stock. Since that date, we have issued an additional
9,383,000 shares of common stock as follows: (i) on or about June 1, 2017 we issued 3,300,000 shares of common stock to one entity
pursuant to the conversion of a certain convertible debenture dated June 27, 2015 at a conversion price of $0.00165 per share
of common stock. (ii) on or about June 1, 2017 we issued 6,083,000 shares of common stock to one entity pursuant to the conversion
of a certain convertible debenture dated July 20, 2016 at a conversion price of $0.00135 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 148,806,566 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:
June 5, 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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