Current Report Filing (8-k)
May 28 2021 - 5:22PM
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) May 27, 2021
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. [ ]
As
used in this Current Report, all references to the terms “we”, “us”, “our”, “LGBTQ Loyalty”
or the “Company” refer to LGBTQ Loyalty Holdings, Inc. and its direct and indirect wholly-owned subsidiaries, unless the
context clearly requires otherwise.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K includes information that may constitute forward-looking statements. These forward-looking statements are
based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information
currently available to the Company. Such forward-looking statements include, but are not limited to, statements regarding the anticipated
impact of certain events on the Company’s financial statements. By their nature, forward-looking statements address matters that
are subject to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s expectations,
to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation,
the risk that additional information may become known prior to the expected filing of information or financial statements with the Securities
and Exchange Commission. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities
and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as
a result of new information, future events or otherwise, except to the extent required by applicable securities laws.
Item
1.01
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Entry
into a Material Definitive Agreement.
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On
May 27, 2021, we entered into a Securities Purchase Agreement (the “SPA”) with GHS Investments, LLC (the “Purchaser”),
a Nevada limited liability company, pursuant to which the Company will have the right in its sole discretion for a period of one year
from the date of the SPA, to sell up to $10 million of Common Stock (subject to certain limitations) to GHS Investments, which has no
right to require the Company to sell any shares, following the effectiveness of a registration statement with the Securities and Exchange
Commission registering the Common Stock issuable pursuant to the SPA and other customary closing conditions, as detailed in the SPA.
The purchase price for the Common Stock is a fixed price per share equal to seventy percent (70%) of the lowest volume weighted average
price (VWAP) during the twenty (20) trading day period immediately preceding, but not including, the date the registration statement
is filed, subject to a trading price floor. The trading price floor is a fixed price, equaling the lowest VWAP for the Company’s
Common Stock during the twenty (20) trading days preceding the filing of the registration statement. Each Closing shall be for at least
$10,000 of Common Stock, and shall not exceed the lesser of (1) $500,000 of Common Stock, (2) 100% of the average daily trading volume
for the Common Stock during the five (5) Trading Days preceding such Closing date and (3) 4.99% of the then total outstanding number
of shares of Common Stock of the Company.
The
Purchaser irrevocably agrees to purchase the common stock, subject to an event of default. Pursuant to the SPA, an event of default means
any of the following events: (i) the suspension, cessation from trading or delisting of the Company’s Common Stock on the Principal
Market for a period of two (2) consecutive trading days or more; (ii) the failure by the Company to timely comply with the reporting
requirements of the Exchange Act (including applicable extension periods); (iii) the failure for any reason by the Company to issue Commitment
Shares or Common Stock to the Purchaser within the required time periods; (iv) the Company breaches any representation, warranty, covenant
or other term of condition contained in the definitive agreements between the parties; (v) the Company files or threatens to file for
Bankruptcy or receivership or any money judgment writ, liquidation or a similar process is entered by or filed against the Company for
more than $50,000 and remains unvacated, unbonded or unstayed for a period of twenty (20) calendar days; (vi) any cessation of operations
by the Company or failure by the Company to maintain any assets, intellectual, personal or real property or other assets which are necessary
to conduct its business (vii) the Company shall lose the “bid” price for its Common stock on the Principal Market; (viii)
if at any time the Common Stock is no longer DWAC eligible; or (ix) the Registration Statement registering the resale of the Registrable
Securities ceases to be effective for any reason.
In
connection with the execution and delivery of the SPA, the Company shall issue to the Purchaser Commitment Shares equal to $100,000 worth
of the Company’s Common Stock, with each share valued at the VWAP on the trading day immediately preceding the date of the SPA.
The Commitment Shares shall be deemed earned upon the date they are due to be issued.
From
the date of the SPA until the date when the Purchaser no longer holds any Securities, upon any issuance by the Company or any of its
subsidiaries of Common Stock, Common Stock Equivalents for cash consideration, indebtedness or a combination of units hereof (a “Subsequent
Financing”), Purchaser may elect, in its sole discretion, to exchange (in lieu of conversion), if applicable, all or some of the
Securities then held for any securities or units issued in a Subsequent Financing on a $1.00 for $1.00 basis.
From
the date hereof until the date that is the 12 month anniversary of the Closing Date, upon a Subsequent Financing, Purchaser shall have
the right to participate up to an amount of the Subsequent Financing equal to 100% of the Subsequent Financing on the same terms, conditions
and price provided for in the Subsequent Financing
The
foregoing description of the SPA does not purport to be complete and is qualified in its entirety by reference to the full text of the
document as filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item
3.02.
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Unregistered
Sales of Equity Securities
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The
information required by this Item 3.02 is set forth under Item 1.01 above and is hereby incorporated by reference in response to this
Item 3.02. The Common Stock issued to Purchaser pursuant to the SPA were issued without registration under the Securities Act of 1933,
as amended (the “Securities Act”), based on the exemption from registration afforded by Section 4(a)(2) of the Securities
Act.
On
May 28, 2021, the Company issued a press release tilted, “LGBTQ Loyalty Announces $10M Financing Commitment From NYC-based Investment
Group.” The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein.
Item
9.01
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Financial
Statements and Exhibits.
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*
Filed herewith.
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:
May 28, 2021
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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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