Form 8-K - Current report

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): February 6, 2024

DIGITAL LOCATIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada

000-54817

20-5451302

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification No.)

1117 State Street,

Santa Barbara, CA

93101

(Address of Principal Executive Offices)

(Zip Code)

(805) 456-7000

(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:

☐	Written communications pursuant to Rule 425 under the Securities Act

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐	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		Trading Symbol(s)		Name of each exchange on which registered
Common		DLOC		OTC Pink

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.

Item 7.01 Regulation FD Disclosure.

On February 6, 2024, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits

99.1	Press Release dated February 6, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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 thereunto duly authorized.

	DIGITAL LOCATIONS, INC.

Date: February 8, 2024	By:	/s/ Rich Berliner
	Name:	Rich Berliner
	Title:	Chief Executive Officer

Exhibit 99.1

Digital Locations Announces Satenna^TM – a Satellite to Smartphone Antenna Breakthrough

The Company’s technology team at Florida International University is on a development path to connect smartphones directly to satellites for high-speed Internet by modifying the smartphone only

SANTA BARBARA, CA, February 6, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (DLOC), the developer of Satenna^TM, a breakthrough technology that will enable delivery of high-speed Internet from satellites directly to smartphones all over the world, today announced that its technology team at Florida International University (FIU) is developing a solution that only requires modifications on the smartphone side. This breakthrough can potentially eliminate the need to make costly and time-consuming modifications to existing, as well as future satellites.

Space is the new frontier for global wireless communication. From Elon Musk’s Starlink to Jeff Bezos’ Project Kuiper, to Iridium, to Viasat, to Globalstar, virtually all high-speed satellite Internet service today requires bulky fixed mount dish antennas connected to Wi-Fi modem routers. Leveraging decades of experience in antenna miniaturization and satellite communications, the FIU team is working with Digital Locations to develop a device-side only smart antenna solution, to enable high-speed Internet directly from satellites to smartphones anywhere in the world.

With the iPhone 14, Apple demonstrated that it’s possible to communicate short messages directly to and from a satellite high up in the sky. But current smartphone antennas are not designed for high-speed Internet applications, such as streaming Netflix from satellites moving at 17,000 mph. A next generation antenna solution must be developed… that’s Satenna^TM.

Dr. Elias Alwan, lead researcher at Florida International University, commented, “The FIU team is developing a novel antenna solution that can dynamically and intelligently adjust for satellite positions, phase angle, beam forming and various satellite frequencies and user conditions.”

“This is a major breakthrough,” said Rich Berliner, CEO of Digital Locations. “Initially we envision Satenna^TM in a test phase as an add-on to existing phones. However, if our technology were included in a future version of an Apple iPhone or a Samsung phone, then a user of one of these smartphones of the future could instantly connect to a satellite system offering high-speed Internet service. With total satellite coverage from the sky, the days are numbered for dead zones, dropped calls and slow data.”

Mr. Berliner concluded, “Starlink, the biggest of the low earth orbit (LEO) satellite operators, now has more that 5,500 LEO satellites in orbit with a plan to grow to more than 42,000 LEO satellites. Project Kuiper is planning to launch 3,236 LEO satellites. If we are successful with our current development plan, then satellite operators could potentially deliver their service directly to users anywhere in the world, without relying on traditional wireless carrier such as Verizon, AT&T, or T-Mobile. The market opportunity for our technology doesn’t stop at billions of smartphones, but also includes cars, planes, soldiers, robots and billions and billions of Internet-of-things devices of the future.”

The development of the Company’s Satenna^TM technology is being performed under a sponsored research agreement with Florida International University, funded by Digital Locations. The Company has exclusive rights to license and commercialize the IP and technology that result from this project.

About Digital Locations, Inc.

Digital Locations, Inc., is the developer of Satenna^TM, a breakthrough technology that will enable delivery of high-speed Internet from satellites directly to smartphones all over the world. Today, high-speed Internet (also known as broadband Internet) is only available in densely populated areas around the world. The rest of the world is still waiting. Elon Musk (SpaceX), Jeff Bezos (Blue Origin) and others are launching thousands of Low Earth Orbit (LEO) satellites. Unfortunately, without the use of additional equipment, the technology does not yet exist that will allow these satellites to deliver high-speed Internet directly to smartphones. Solving this problem represents an extraordinary business opportunity. Working with a research team from Florida International University (FIU), we are developing Satenna^TM, a potentially disruptive technology that will finally make it possible for the wireless industry to offer high-speed Internet service from satellites directly to smartphones anywhere in the world, indoors and outdoors with no dead zones and no cell towers. Anyone, anywhere, regardless of location, economic status, race or gender will be able to access high-speed Internet service and benefit from remote learning, health care, government services, telework, participation in public affairs and even Netflix, Amazon and much, much more.

To learn more about Digital Locations please visit www.digitallocations.com

Safe Harbor Statement

This press release may contain “forward-looking statements.” Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations, and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as may be required under applicable law.

Press Contact:

communications@digitallocations.com

(805) 456-7000

Cover	Feb. 06, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 06, 2024
Entity File Number	000-54817
Entity Registrant Name	DIGITAL LOCATIONS, INC.
Entity Central Index Key	0001407878
Entity Tax Identification Number	20-5451302
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1117 State Street
Entity Address, City or Town	Santa Barbara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93101
City Area Code	(805)
Local Phone Number	456-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	DLOC
Entity Emerging Growth Company	false