0001510247 true 0001510247 2021-10-05 2021-10-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

 

FORM 8-K/A

(Amendment No. 1)

 

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) October 5, 2021

 

 

 

LGBTQ LOYALTY HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware   000-54867   80-0671280

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 
2435 Dixie Highway, Wilton Manors, FL   33305
(Address of principal executive offices)   (Zip Code)

 

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):

 

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 (17CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

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. ☐

 

 

 

 
 

 

As used in this Current Report, all references to the terms “we”, “us”, “our”, “LGBTQ Loyalty” or the “Company” refer to LGBTQ Loyalty Holdings, Inc. and its direct and indirect wholly-owned subsidiaries, unless the context clearly requires otherwise.

 

Explanatory Note

 

This Current Report on Form 8-K/A is being filed to amend the Company’s Current Report on Form 8-K filed on October 5, 2021 (the “Original Form 8-K”) to (i) correct a statement regarding certain terms of the securities purchase agreement entered into between the Company and GHS Investments, LLC on September 29, 2021, as described therein (“SPA”); and (ii) file under Item 8.01 and Item 9.01 the Company’s press release relating to the SPA. Specifically, the Original Form 8-K stated that the purchase price for the Common Stock is a fixed price per share equal to eighty percent (80%) of the lowest volume weighted average price (VWAP) during the twenty (20) trading day period immediately preceding, but not including, the date the registration statement is filed, subject to a trading price floor. However, pursuant to the terms of the SPA, the purchase price for the Common Stock is a price per share equal to eighty percent (80%) of the lowest volume weighted average price (VWAP) during the ten (10) consecutive Trading Day period immediately preceding the applicable Closing, with no trading floor. The information set forth in the Original 8-K is incorporated herein by reference and restated in part below. Except as stated in this Explanatory Note, this Form 8-K/A does not otherwise change or update the disclosure set forth in the Original Form 8-K, as amended, and does not otherwise reflect events after the Original Form 8-K was filed.

 

Cautionary Note Regarding Forward-Looking Statements

 

This Current Report on Form 8-K/A includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include, but are not limited to, statements regarding the anticipated impact of certain events on the Company’s financial statements. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional information may become known prior to the expected filing of information or financial statements with the Securities and Exchange Commission. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On September 29, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments, LLC (the “Purchaser”), a Nevada limited liability company, pursuant to which the Company will have the right in its sole discretion for a period of the twenty-four month period from the date of the SPA, to sell up to $10 million of Common Stock (subject to certain limitations) to GHS Investments, which has no right to require the Company to sell any shares, following the effectiveness of a registration statement with the Securities and Exchange Commission registering the Common Stock issuable pursuant to the SPA and other customary closing conditions, as detailed in the SPA. The purchase price for the Common Stock is a fixed price per share equal to eighty percent (80%) of the lowest volume weighted average price (VWAP) during the ten (10) consecutive Trading Day period immediately preceding the applicable Closing, with no trading floor. Each Closing shall be for at least $10,000 of Common Stock, and shall not exceed the lesser of (1) $500,000 of Common Stock, (2) 250% of the average daily trading volume for the Common Stock during the ten (10) Trading Days preceding such Closing date and (3) 4.99% of the then total outstanding number of shares of Common Stock of the Company.

 

The foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the document as filed as Exhibit 10.1 to the Original Form Form 8-K and incorporated herein by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information required by this Item 3.02 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this Item 3.02. The shares of Common Stock issued to Purchaser pursuant to the September SPA were issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), based on the exemption from registration afforded by Section 4(a)(2) of the Securities Act.

 

Item 8.01 Other Events

 

On October 6, 2021, the Company issued a press release tilted, “LGBTQ Loyalty Holdings Enters Into Securities Purchase Agreement With GHS Investments”. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits.
10.1   Securities Purchase Agreement, dated September 29, 2021*
99.1   Press release tilted, “LGBTQ Loyalty Holdings Enters Into Securities Purchase Agreement With GHS Investments”, dated October 6, 2021**

 

* Filed as Exhibit 10.1 to the Original Form 8-K.

** Filed herewith.

 

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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.

 

      LGBTQ LOYALTY HOLDINGS, INC.
         
Date:   October 6, 2021     By: /s/ Robert A. Blair
          Robert A. Blair
          Chief Executive Officer

 

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