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): March 4, 2020
Social Life Network, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55961 | 46-0495298 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification Number) |
| 3465 S Gaylord Ct, Suite A509, Englewood, Colorado | 80113 | |
| (Address of principal executive offices) | (Zip Code) |
(855) 933-3277
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 |
| [ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange 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. [ ]
Social Life Network, Inc. referred to herein as “we”, “us” or “our”.
Item 3.03 Material Modification of Rights of Security Holders.
Background
On March 4, 2020, our Board of Directors (the “Board”) adopted the Certificate of Designation of Preferences, Rights and Limitations of the Class B Common Stock (“Certificate”). The Certificate provides that, among other things, each Class B Common Stock Share shall have one-hundred (100) votes on all matters presented to be voted by the holders of Common Stock. The Class B Common Stock Shares only have voting power and have no equity, cash value or any other value
Issuance of Class B Common Stock Shares
Effective March 4, 2020, our Board authorized the issuance of twenty five million (25,000,000) Class B Common Stock Shares to Ken Tapp, our Chief Executive Officer, in return for his services as our Chief Executive Officer from February 1, 2016 to February 29, 2020, which shares are equal to two billion five hundred million (2,500,000,000) votes and have no equity, cash value or any other value.
Item 5.03 Amendments to Articles of Incorporation, Bylaws, Change in Fiscal Year
After unanimous Board of Director approval and Shareholder Approval by consent of over 51% of our outstanding shares, filing of our Definitive Information Statement and notice to shareholders, we filed an Amended and Restated Articles of Incorporation to increase our authorized shares with the State of Nevada, which was approved by the State of Nevada on March 4, 2020, and increased our authorized Common Stock Shares to 2,500,000,000 Shares.
Item 7.01 Regulation FD Disclosure
We will hold a shareholder update call on Tuesday, March 31, 2020, at 1:30 pm PT and 4:30 pm ET, which call will announce selected annual financial results for the 12 months ending December 31, 2019 and discuss the business of Social Life Network, Inc.’s wholly owned subsidiary, MjLink.com, Inc. We issued a press release regarding the shareholder update call on March 3, 2020, which press release is attached hereto as Exhibit 99.1. The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.
Item 9.01 Financial Statements and Exhibits.
| 99.1 | Press Release (Shareholder Update scheduled for March 31, 2020). |
| 2 |
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated March 6, 2020
| Social Life Network, Inc. | ||
| By: | /s/ Ken Tapp | |
| Ken Tapp, | ||
| Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Social Life Network to Host March 31, 2020 Shareholder
Call for 10-K and Q1 News Updates
DENVER, CO / March 3, 2020 / Social Life Network, Inc. (OTC: WDLF), today announced that it will hold their shareholder update call on March 31st, to include an update on their 2019 10-K filing. Additional shareholder updates will include the SEC review progress of their Form 1-A filing on February 12th for MjLink.com, Inc., a Social Life Network, Inc subsidiary, and their growth plans for 2020.
“We are excited to deliver this year’s shareholder update through our live video streaming and social-simulcasting platform, that we launched this past January on the MjMicro Virtual conference network,” says Todd Markey, Director of MjLink. “The MjMicro Virtual conference is our latest online tech platform that is used to unite publicly traded and private cannabis companies led by seasoned executives, with high net worth investors, analysist, shareholders and funds,” adds Markey.
Ken Tapp, CEO of Social Life Network adds, “With the launch of our latest streaming technology this year, which meets the new 5G standards, we have mapped out an aggressive plan to onboard the hundreds of public cannabis and hemp companies that use on our social networks, so they too can present their own shareholder updates through our streaming service each quarter.”
The live shareholder video stream is scheduled for after the close of trading on Tuesday, March 31st, 2020, at 1:30pm PT/4:30pm ET and will be held by Ken Tapp, CEO, and Mark DiSiena, CFO, and Todd Markey, President of MjLink.com, Inc.
Individuals interested in watching the live shareholder presentation may do so by visiting www.SocialNetwork.ai
A recording of the video stream will be available on the Social Life Network website for those unable to watch the live stream, beginning March 31 at approximately 2:30pm PT/5:30pm ET.
About Social Life Network, Inc.
Social Life Network, Inc. is an artificial intelligence and blockchain powered social network and e-commerce technology company based in Denver Colorado. Since the launch of the company in January of 2013, we have launched niche industry social networks to service the millions of business professionals and consumers in the residential real estate industry, the legal global cannabis and hemp industry, and many sports verticals including racket sports, soccer, hunting and fishing, worldwide. In January 2020, the combined user-ship of our niche social network exceeded 4 million monthly users.
For more information, visit: www.SocialNetwork.ai
About MjLink.com, Inc.
MjLink.com Inc. a wholly owned subsidiary of Social Life Network, Inc. and is a cloud-based cannabis social network and digital media company based in Denver, Colorado. MjLink operates as a multinational cannabis technology and digital media organization with four industry specific social networks: WeedLife.com, a consumer-to-consumer social network, MjLink.com, a business-to-business social network, HempTalk.com, a business-to-consumer social network, and MjInvest.com, a cannabis industry investor network that produces the MjMicro Capital Conference.
For more information about MjLink.com, Inc. and the recent 1-A filing with the SEC, go to:
https://www.sec.gov/Archives/edgar/data/1794790/000149315220002146/partiiandiii.htm
Disclaimer
This news release may include forward-looking statements within the meaning of section 27A of the United States Securities Act of 1933, as amended, and section 21E of the United States Securities and Exchange Act of 1934, as amended, with respect to achieving corporate objectives, developing additional project interests, the company’s analysis of opportunities in the acquisition and development of various project interests and certain other matters. No information in this press release should be construed as any indication whatsoever of the Company’s or MjLink’s future financial results, revenues or stock price. These statements are made under the “Safe Harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements contained herein.
Contact:
Investor Relations
IR@Social-Life-Network.com
855-933-3277
SOURCE: Social Life Network, Inc. (OTC: WDLF)