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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 16, 2024

 

DIGITAL LOCATIONS, INC.
(Exact name of registrant as specified in its charter)

 

Nevada   000-54817   20-5451302

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

3700 State Street, Suite 350, Santa

Santa Barbara, CA

  93105
(Address of Principal Executive Offices)   (Zip Code)

 

(805) 456-7000

(Registrant’s telephone number, including area code)

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
   
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))

 

Securities registered pursuant to Section 12(b) of the Act: None.

 

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 12b-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. Entry into Definitive Material Agreement.

 

On May 16, 2024, Digital Locations, Inc. (the “Company”) entered an Amendment #1 to the Agreement Between Digital Locations, Inc. and The Florida International University Board of Trustees (the “Agreement”) to amend certain terms of its earlier agreement dated June 6, 2023 to conduct the work related to the project entitled “Direct Satellite to Smartphone Communications” (hereinafter, the “Project”). The Agreement specifically extends the Period of Performance to December 31, 2025, amends the Statement of Work and the Allocation of Funds for the Project as set forth in the Agreement.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

10.1   Amendment #1 to the Agreement Between Digital Locations Inc. and The Florida International University Board of Trustees dated May 16, 2024*
104   Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any Attachment or Exhibit so furnished.

 

2
 

 

SIGNATURES

 

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 thereunto duly authorized.

 

  DIGITAL LOCATIONS, INC.
     
Date: May 22, 2024 By: /s/ Rich Berliner
  Name: Rich Berliner
  Title: Chief Executive Officer

 

3

 

 

 

EXHIBIT 10.1

 

CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(a)(5) OF REGULATION S-K. IN ADDITION, PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) of REGULATION S-K BECAUSE THEY (i) ARE NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. THE COMPANY AGREES TO FILE SUPPLEMENTALLY TO THE COMMISSION AN UNREDACTED COPY OF THIS EXHIBIT, OR A COPY OF ANY OMITTED SCHEDULE OR EXHIBIT, UPON REQUEST. OMITTED SCHEDULES AND INFORMATION ARE REPRESENTED BY A [*].

 

AMENDMENT #1 TO THE AGREEMENT

 

BETWEEN

 

DIGITAL LOCATIONS, INC

 

AND

 

THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES

 

This Amendment is entered into as of the __16_ day of May, 2024 between Digital Locations, Inc. (hereinafter “Sponsor”), and the Florida International University Board of Trustees (hereinafter “FIU” or “University”), Sponsor and FIU shall hereinafter be referred to collectively as the “Parties” and individually as a “Party”, to modify that certain Agreement (hereinafter “Agreement”), entered into between the Parties to conduct work related to the project entitled “Direct Phone to Satellite Communication” (“Project”).

 

WHEREAS, the Parties wish to modify the Agreement as set forth hereinafter;

 

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby enter into this Amendment and agree to modify the Agreement as follows:

 

I. PERIOD OF PERFORMANCE

 

The period of performance of the Agreement is hereby modified so that the agreement shall continue without interruption until 12/31/2025 (“Project Period”).

 

IV. STATEMENT OF WORK

 

The Statement of Work, Appendix A of the Agreement, is revised as set forth in the Appendix A-1 attached hereto to provide for responsibilities of University in addition to those set forth in the Appendix A-1 in the Agreement.

 

V. ALLOCATION OF FUNDS

 

The Allocation of Funds section of the Agreement is hereby modified to state that the funds provided for FIU’s involvement in this Project shall not exceed $[*].

 

Accordingly, the funds provided for FIU’s involvement in the Project is hereby modified to increase the funding to FIU pursuant to the Agreement by the amount of $[*].

 

 

 

 

 

Additional funds provided for FIU’s involvement in this amendment shall be the fixed price amount of $[*] payable to FIU in US dollars (US$) according to this quarterly payment schedule;

 

September 2024:  $[*] 
      
December 2024:  $[*] 
      
March 2025:  $[*] 
      
June 2025:  $[*] 

 

Payment shall be made by Sponsor via wire (electronic funds) transfer to : [*]

 

All other terms and conditions of the Agreement remain unchanged and in full force and effect except to the extent that any other provision is in conflict with the modifications set forth herein in which case the modifications in this Amendment shall control.

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by the undersigned officials as duly authorized.

 

THE FLORIDA INTERNATIONAL UNIVERSITY
BOARD OF TRUSTEES
  DIGITAL LOCATIONS, INC.
     
/s/ Ana M. Villafana   /s/ Rich Berliner
Name: Ana M. Villafana   Name: Rich Berliner
Title: Senior Director, Awards   Title: CEO
Division of Research    
Florida International University    
     
May 16, 2024   May 16, 2024

 

 

 

 

APPENDIX A-1

 

[*]

 

 

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