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): May 24, 2019
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 Street, Suite A509, Englewood, Colorado | | 80113 |
| (Address of principal executive offices) | | (Zip Code) |
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 1.01 Entry into a Material Definitive Agreement
On May 20, 2019, we entered into a 10% Fixed Convertible Promissory Note with Tangiers Global, LLC (“Tangiers”) for up to $252,000 (the “Tangiers Note”). The initial principal amount of the Tangiers Note is $84,000, for which Tangiers paid $80,000. Conversion price shall be fixed at a price equal to $.08. After 180 days from the effective date of the Tangiers Note, the conversion price shall equal to the lower of: (a) the fixed conversion price of $0.08 or (b) 65% of the average of the 2 lowest trading prices of our common stock during the 20 consecutive trading days prior to the date on which Tangiers elects to convert all or part of the note. In connection with the Tangiers Note, our transfer agent has reserved 8,000,000 shares of our common stock.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The discussion set forth in Item 1.01 is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure
We have attached Exhibit 99.1, a press release, titled “MjLink Secures Funding for New Cannabis Conferences”.
The information in this Current Report on Form 8-K with respect to Item 7.01 (including the press release attached as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the press release attached as Exhibit 99.1 hereto).
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
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 May 24, 2019
| Social Life Network, Inc. | |
| | |
| By: | /s/ Ken Tapp | |
| | Ken Tapp, | |
| | Chief Executive Officer | |
