Amended Current Report Filing (8-k/a)
August 09 2018 - 9:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): December 19, 2017
Social
Life Network, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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333-222709
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46-0495298
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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8100
E. Union Ave., Suite 1809 Denver, Colorado
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80237
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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:
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:
☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 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. ☐
Social
Life Network, Inc. referred to herein as “we”, “us” or “us”.
Explanatory
Note
Due
to a Scrivener’s error in our July 30, 2018 Form 8-K (“July 30, 2018 8-K”), we are filing this Form 8-K Amendment
to correct the error that on July 30, 2018 our Board of Directors adopted the Certificate of Designation of Preferences, Rights
and Limitations of the Class B Common Stock, which is corrected herein to reflect that on July 3, 2018 our Board adopted that
certificate.
Item
3.03. Material Modifications to Rights of Security Holders
Background
On
December 19, 2017, we filed a Certificate of Amendment to our Articles of Incorporation with the Secretary of State of the State
of Nevada regarding changes in our capital structure providing that our total authorized shares were increased to seven hundred
million (700,000,000), $0.001 par value, comprised of:
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500,000,000
Common Shares
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100,000,000
Preferred Shares
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100,000,000
Class B Common Shares
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Pursuant
to the December 19, 2017 Certificate of Amendment, we are authorized, by a Board of Director resolution, to provide, out of unissued
shares of Class B Common Shares, a series of Class B Common Shares and, with respect to each such series, to fix the number of
shares constituting such series, and the designation of such series, the voting and other powers (if any) of the shares of such
series, and the preferences and relative, participating, optional or other special rights and any qualifications, limitations
or restrictions thereof, of the shares of such series.
Certificate
of Designation of Preferences, Rights and Limitations of Class B Common Stock
On
July 3, 2018, our Board of Directors adopted the Certificate of Designation of Preferences, Rights and Limitations of the Class
B Common Stock (“Certificate”), including that each Class B Common Stock Share shall have ten (10) votes on all matters
presented to be voted by the holders of Common Stock. Further, the Board authorized the issuance of 10,000,000 Class B Common
Stock Shares to Ken Tapp, our Chief Executive Officer, in return for his service as our Chief Executive Officer from February
1, 2016 to July 2, 2018. The Class B Common Stock Shares only have voting power and have no equity, cash value or any other value.
We
filed the Certificate with the Nevada Secretary of State on July 30, 2018, which was filed as Exhibit 4 to our July 30, 2018 8-K.
SIGNATURES
Pursuant
to the requirements 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.
Dated
August 9, 2018
Social Life Network, Inc.
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By:
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/s/
Ken Tapp
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Ken
Tapp,
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Chief
Executive Officer
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