Current Report Filing (8-k)
September 11 2020 - 05:14PM
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 |
|
000-54867 |
|
80-0671280 |
(State
or other jurisdiction
of
incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
|
2435
Dixie Highway, Wilton Manors, FL |
|
33305 |
(Address
of principal executive offices) |
|
(Zip
Code) |
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):
[ ] |
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
(17CFR 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 (§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. |
Entry
into a Material Definitive Agreement |
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 |
Financial
Statements and Exhibits. |
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.
|
LGBTQ LOYALTY HOLDINGS, INC. |
|
|
Date: September 11, 2020 |
By: |
/s/ Robert A. Blair |
|
|
Robert A. Blair |
|
|
Chief Executive Officer |
LGBTQ Loyalty (PK) (USOTC:LFAP)
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LGBTQ Loyalty (PK) (USOTC:LFAP)
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