Current Report Filing (8-k)
May 24 2019 - 1:31PM
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): May 24, 2019
Social
Life Network, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
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000-55961
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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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3465
S Gaylord Street, Suite A509, Englewood, Colorado
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80113
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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 “our”.
Item
1.01 Entry into a Material Definitive Agreement
On May 20, 2019, we entered into
a 10% Fixed Convertible Promissory Note with Tangiers Global, LLC (“Tangiers”) for up to $252,000 (the “Tangiers
Note”). The initial principal amount of the Tangiers Note is $84,000, for which Tangiers paid $80,000. Conversion price
shall be fixed at a price equal to $.08. After 180 days from the effective date of the Tangiers Note, the conversion price
shall equal to the lower of: (a) the fixed conversion price of $0.08 or (b) 65% of the average of the 2 lowest trading prices
of our common stock during the 20 consecutive trading days prior to the date on which Tangiers elects to convert all or
part of the note. In connection with the Tangiers Note, our transfer agent has reserved 8,000,000 shares of our common stock.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
discussion set forth in Item 1.01 is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
We
have attached Exhibit 99.1, a press release, titled “MjLink Secures Funding for New Cannabis Conferences”.
The
information in this Current Report on Form 8-K with respect to Item 7.01 (including the press release attached as Exhibit 99.1
hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of
1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of
any information contained herein (including the press release attached as Exhibit 99.1 hereto).
Item
9.01. Exhibits
(a)
Exhibits. The following exhibit is filed with this Current Report on Form 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
May 24, 2019
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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