Current Report Filing (8-k)
October 18 2019 - 5:09PM
Edgar (US Regulatory)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 14, 2019
LGBTQ LOYALTY HOLDINGS, INC.
(Exact name of the 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
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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2435 Dixie Highway
Wilton Manors, FL 33305
(Address of principle executive offices) (Zip
code)
Registrant’s telephone number, including
area code: (954) 947-6133
(Former name or 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)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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N/A
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N/A
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N/A
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Indicate by check mark whether the registrant
is an emerging growth company as defined in 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 a Material Definitive Agreement.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to
those Current Reports on Form 8-K filed by LGBTQ Loyalty Holdings, Inc. (the “Company”) on June 10, 2019
and September 3, 2019 (the “Prior 8-Ks”) disclosing the Company’s prior financing arrangement with Pride
Partners LLC (“Pride”).
On October 14,
2019 the Company entered into that certain Amendment No. 2 to Securities Purchase Agreement, Debentures and Registration
Rights Agreement (the “Amendment”) with Pride. Pursuant to the terms of Amendment. Pride agreed to purchase
an additional $300,000 in principal amount of 10% Original Issue Discount Senior Convertible Debenture for $300,000 in
cash, $100,000 of which was paid at signing of the Amendment, $100,000 will be paid on or prior to November 14, 2019, and
the remaining $100,000 will be paid on or prior to December 14, 2019. As a result of this additional investment, the
Company amended the currently outstanding 10% Original Issue Discount Senior Convertible Debenture that was issued to Pride
on June 4, 2019 and amended on August 27, 2019 to increase the face value of the debenture from $770,000 to $1,100,000
(provided that if Pride fails to make the second $100,000 or third $100,000 payment, the face value of the debenture will be
reduced by $110,000 for each missed payment). For more information on the terms of the 10% Original Issue Discount Senior
Convertible Debenture, see the Prior 8-Ks.
Pursuant to the terms of
the Amendment, the shares of common stock underlying the additional $330,000 in principal amount of 10% Original Issue Discount
Senior Convertible Debenture (the “Additional Underlying Shares”) are not subject to the registration rights agreement
entered into between the parties on June 4, 2019, but the Company has granted certain demand registration rights to Pride in connection
with the Additional Underlying Shares.
Additionally, pursuant
to the terms of the Amendment, the Company has waived its right to make any “Company Demands” (as such term is defined
in the warrant issued by the Company to Pride on June 4, 2019 and the Prior 8-Ks).
The form of Amendment is
attached as Exhibit 10.1 hereto. All descriptions of the form of Amendment herein are qualified in their entirety to the text of
such Exhibit 10.1 hereto, which is incorporated herein by reference.
The securities issued in
the offering are exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) of the Securities
Act of 1933, as amended because, among other things, the transaction did not involve a public offering, the investor is an accredited
investors, the investor took the securities for investment and not resale and the Company took appropriate measures to restrict
the transfer of the securities.
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 behalf of the undersigned hereunto
duly authorized.
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LGBTQ Loyalty Holdings, Inc.
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Date: October 18, 2019
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By:
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/s/ Robert A. Blair
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Robert A. Blair
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Chief Executive Officer
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LGBTQ Loyalty (CE) (USOTC:LFAP)
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