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): December 28, 2020

 

Digipath, Inc.

 

(Exact name of registrant as specified in charter)

 

Nevada   000-54239   27-3601979
(State or other Jurisdiction of
Incorporation or Organization)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

6450 Cameron Street, Suite 113 Las Vegas, NV   89118
(Address of principal executive offices)   (zip code)

 

(702) 527-2060

 

(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 registrant under any of the following provisions:

 

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
[  ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
   
[  ] 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
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company [X]

 

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.

 

On December 28, 2020, Digipath, Inc. (the “Company”) and the three holders of its 9% Secured Convertible Notes in the aggregate original principal amount of $550,000 (the “Notes”) entered into amendments to Notes, pursuant to which (i) the holders of the Notes advanced the Company an aggregate amount of $110,000 (the “Additional Loans”), (ii) the principal amount of the respective Notes were increased to reflect the amount of the Additional Loans, and (iii) the conversion price under the Notes was reduced from $0.15 per share to $0.03 per share.

 

Item 2.03. Creation of a Direct Financial Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

See Item 1.01 above which is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 is incorporated herein by reference.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit 4.1 Form of Amendment to 9% Secured Convertible Promissory Note of Digipath, Inc.

 

 
 

 

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 hereunto duly authorized.

 

  Digipath, Inc.
     
  Date: January 6, 2021
     
  By: /s/ Todd Peterson
    Todd Peterson
    Chief Financial Officer

 

 

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