0001407878 false --12-31 0001407878 2023-07-05 2023-07-05 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): July 5, 2023

 

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:

 

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 5.03 Amendments to the Articles of Incorporation or Bylaws.

 

On July 5, 2023, Digital Locations, Inc. (the “Company”) filed a Certificate of Designation to its Articles of Incorporation (the “Certificate”) designating a new class of “Series F Preferred Stock.” The filing of the Certificate was authorized and approved by the Company’s Board of Directors. The Certificate designates 10,000 shares of Series F Preferred Stock, with a stated face value of $100 per share and the right of conversion by the holder at any time into shares of the Company’s Common Stock at a conversion price of $0.0007 per share.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

3.1 Series F Preferred Stock Certificate of Designation filed July 5, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any Attachment or Exhibit so furnished.

 

 2 

 

 

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: July 11, 2023 By: /s/ William E Beifuss, Jr
  Name: William E Beifuss, Jr
  Title: President

 

 3 

 

Exhibit 3.1

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

 

 

  

 

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Cover
Jul. 05, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 05, 2023
Current Fiscal Year End Date --12-31
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
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Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false

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