Current Report Filing (8-k)
July 20 2020 - 6:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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) July 14, 2020
LGBTQ
LOYALTY HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Delaware
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000-54867
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80-0671280
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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2435
Dixie Highway, Wilton Manors, FL
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33305
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code (954) 947-6133
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 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule l2b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company [ ]
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item
1.01.
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Entry
into a Material Definitive Agreement
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Amendment
to Cavalry Fund I LP Promissory Note
As
previously reported by LGBTQ Loyalty Holdings, Inc. (the “Company”) in our Current Report on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on February 19, 2020, on February 12, 2020 the Company entered into
a Securities Purchase Agreement (the “SPA”) with Cavalry Fund I LP, a Delaware limited partnership (the “Purchaser”).
Pursuant to the terms of the SPA, the Purchaser agreed to purchase from the Company, for a purchase price of $105,000, a 10% Convertible
Note (the “Note”) in the principal amount of $115,500.
Effective
as of July 14, 2020, the Company and Purchaser entered into an Amendment to the Note (the “Note Amendment”), pursuant
to which Purchaser and the Company agreed to extend the maturity date of the Note from November 11, 2020 to December 31, 2020,
prohibit any conversions of the Note prior to October 31, 2020, and extend the prepayment option from August 9, 2020 to December
31, 2020.
The
foregoing descriptions of the SPA, Note, and Note Amendment are qualified, in their entirety, by reference to each such document,
copies of which are attached as exhibits to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01.
Item
9.01
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Financial
Statements and Exhibits.
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(1)
Filed with the Current Report on Form 8-K filed with the SEC on February 19, 2020.
*
Filed herewith.
SIGNATURE
Pursuant
to the requirements of the Securities 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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LGBTQ
LOYALTY HOLDINGS, INC.
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Date:
July 17, 2020
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By:
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/s/
Robert A. Blair
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Robert
A. Blair
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Chief
Executive Officer
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LGBTQ Loyalty (CE) (USOTC:LFAP)
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