Current Report Filing (8-k)
January 12 2018 - 3:11PM
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):
January 8, 2018
LIFEAPPS BRANDS 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
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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Identification Number)
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Polo Plaza, 3790 Via De La Valle, #125E
, Del Mar, CA 92014
(Address of principal executive offices, including
zip code)
(858) 527-1736
(Registrant’s telephone number, including
area code)
Not Applicable
(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 (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))
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).
x
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.
x
Item 1.01 Entry into a Material Definitive
Agreement
On January 8, 2018 we entered into a 90-day
Consulting Agreement(the “Wellfleet Agreement”), effective as of January 1, 2018, with Wellfleet Partners, Inc. (“Wellfleet”)
in recognition of past and future financial, management consulting and advisory and due diligence services provided and to be provided
to us by Wellfleet. In consideration thereof, we paid Wellfleet $7,500 in cash and issued an aggregate of 2,500,000 shares of our
restricted common stock to two designees of Wellfleet.
Item 3.02 Unregistered Shares of Equity
Securities
Reference is made to the disclosures set forth
under Item 1.01 above, which disclosures are incorporated herein by reference.
Pursuant to the Wellfleet Agreement, effective
January 8, 2018 we issued an aggregate of 2,500,000 shares of our restricted common stock to two designees of Wellfleet. The shares
were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits
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
hereunto duly authorized.
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LifeApps Brands Inc.
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Date: January 12, 2018
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By:
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/s/Robert A. Blair
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Name:
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Robert
A. Blair
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Title:
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Chief Executive Officer
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