Current Report Filing (8-k)
September 11 2020 - 5:14PM
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) September 4, 2020
LGBTQ
LOYALTY HOLDINGS, 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
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
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33305
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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 (954) 947-6133
N/A
(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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule l2b-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.
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Entry
into a Material Definitive Agreement
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Amendment
to Pride Partners LLC 10% Original Issue Discount Convertible Debenture
As
previously reported by LGBTQ Loyalty Holdings, Inc. (the “Company”) in its Current Reports on Form 8-K filed with
the Securities and Exchange Commission (the “SEC”) on June 10, 2019, September 3, 2019 and October 18, 2019, the Company
had entered into a Securities Purchase Agreement (the “SPA”) and Registration Rights Agreement (“RRA”)
with Pride Partners LLC (the “Purchaser”) in connection with the purchase and sale of a 10% Original Issue Discount
Senior Convertible Debenture (“Debentures”), dated June 4, 2019, as amended pursuant to that certain Amendment No.
1 to Securities Purchase Agreement, Debentures and Registration Rights Agreement, dated August 27, 2019 (“Amendment No.
1”) and that certain Amendment No. 2 to Securities Purchase Agreement, Debentures and Registration Rights Agreement, dated
October 14, 2019 (“Amendment No. 2” , together with Amendment No. 1, the “Amendments”).
Effective
as of September 11, 2020, the Company and Purchaser entered into an Amendment No. 3 to the Debentures (the “Amendment No.
3”), pursuant to which Purchaser and the Company agreed to extend the maturity date of the Debentures to October 15, 2020,
as more fully detailed in Amendment No. 3.
The
foregoing descriptions of the SPA, RRA, Debentures, the Amendments and Amendment No. 3 are qualified, in their entirety, by reference
to each such document, copies of which are attached as exhibits to this Current Report and previously filed by the Company on
Form 8-K and are incorporated by reference into this Item 1.01.
Item
9.01
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Financial Statements
and Exhibits.
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SIGNATURE
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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LGBTQ
LOYALTY HOLDINGS, INC.
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Date:
September 11, 2020
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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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