8-K

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):

February 13, 2020

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.)

3700 State Street, Suite 350, Santa Santa Barbara, CA	93105
(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 (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 (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	Ticker 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 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 Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective February 14, 2020 (the “Effective Date”), Digital Locations, Inc. (the “Company”) effected a reverse split of its common stock at a ratio of one (1) for two hundred twenty five (225) (the “Reverse Split”) with the filing of a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of State of Nevada. The Reverse Split was effected in the trading markets on February 18, 2020.

The Amendment provides that, at the Effective Time, every two hundred twenty five shares of the Company’s issued and outstanding common stock will automatically be combined into one issued and outstanding share of common stock, without any change in par value per share. As a result of the Reverse Split, proportionate adjustments will be made to the per share exercise price and/or the number of shares issuable upon the exercise or vesting of all stock options and warrants issued by the Company and outstanding immediately prior to the Effective Time, which will result in a proportionate decrease in the number of shares of the Company’s common stock reserved for issuance upon exercise or vesting of such stock options, restricted stock units and warrants, and, in the case of stock options and warrants, a proportionate increase in the exercise price of all such stock options and warrants. In addition, the number of shares authorized for future grant under the Company’s equity incentive/compensation plans immediately prior to the Effective Time will be reduced proportionately.

The Company’s common stock will begin trading on the OTC Market on a split-adjusted basis under the temporary stock symbol of “DLOCD” on February 18, 2020. The “D” will appear on the Company’s ticker symbol for the next 20 business days. The new CUSIP number for the Company’s common stock following the Reverse Split is 25401M 202.

The foregoing description of the Amendment does not purport to be complete, and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

On February 18, 2020, the Company issued a press release announcing the Reverse Split. A copy of the press release is attached hereto and incorporated herein by reference in its entirety as

Exhibit 99.1

.

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	Certificate of Amendment to the Articles of Incorporation of Digital Locations, Inc., dated February 13, 2020
99.1	Press release dated February 13, 2020

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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: February 20, 2020	By:	/s/ William E. Beifuss, Jr .
	Name:	William E. Beifuss, Jr.
	Title:	President and Chief Executive Officer

3

EX-3.1

EXHIBIT 3.1

 

 

 

 

 

EX-99.1

EXHIBIT 99.1

Digital Locations (DLOCD) Announces a 1-for-225 Reverse Stock Split

For the next 20 trading days, the ticker symbol of the Company's common stock will change to DLOCD

SANTA BARBARA, Calif, Feb. 18, 2020 (GLOBE NEWSWIRE) -- Digital Locations, Inc. (DLOCD), a developer of cell tower sites for the 5G revolution, today announced that it implemented a 1-for-225 reverse stock split.

For the next 20 trading days, the ticker symbol of the Company's common stock will change to DLOCD. After 20 trading days, the ticker symbol will return to the original DLOC.

The number of shares outstanding of common stock has been reduced from approximately 245 million to approximately 1.1 million.

“This reverse stock split is part of a plan to strengthen our capital structure for future growth and potential acquisitions,” said Bill Beifuss, the Company’s President.

In the reverse stock split, every 225 shares of Digital Locations’ common stock outstanding will automatically be changed and reclassified into one new share of common stock. No fractional shares will be issued in connection with the reverse stock split. Any fractional share of common stock that would otherwise have resulted from the reverse stock split will be rounded up to the nearest whole share.

The reverse stock split will affect all Digital Locations stockholders uniformly and will not affect any stockholder’s percentage ownership interests in Digital Locations except to the extent that the reverse stock split results in any stockholders owning only a fractional share. Additionally, all Digital Locations convertible notes, convertible preferred stock, stock options, other equity awards and warrants outstanding immediately prior to the reverse stock split will be proportionately adjusted.

Digital Locations’ transfer agent, Worldwide Stock Transfer (“Worldwide”), which is also acting as the exchange agent for the reverse split, will provide instructions to stockholders regarding the process for exchanging share certificates. Stockholders who hold their shares electronically at Worldwide or in book-entry form at a brokerage firm need not take any action, as their shares will automatically be adjusted by their brokerage firm to reflect the reverse stock split. Beneficial holders may contact their bank, broker or nominee with any questions regarding the procedure of implementing the reverse stock split.

About Digital Locations, Inc.

Digital Locations is a developer of cell tower sites for the 5G revolution. 5G wireless networks are expected to be 100 times faster than current 4G LTE networks. This will enable global scale killer applications such as self-driving cars, the Internet of things (IOT), mobile streaming of 4K videos, real-time hologram-based collaboration, and lag-free high definition gaming. To realize this vision, many new 5G broadcast locations are needed because high frequency 5G signals cannot travel farther than 100 meters. It is estimated that more than 1 million new 5G cell towers must be added in the United States alone. To rapidly enter the market, Digital Locations plans to partner or co-develop a portfolio of cell tower sites to help meet the demands of 5G networks. Our goal is to become a “landlord” of tomorrow’s wireless communications assets. To learn more about Digital Locations, please visit www.digitallocations.com

Safe Harbor Statement

This press release may contain “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements are included in our filings with the Securities and Exchange Commission, including the “Risk Factors” section of our annual report on Form 10-K for the year ended December 31, 2018. Any forward-looking statement made by us in this release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

Press Contact:

communications@digitallocations.com

(805) 456-7000