UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01. Entry into a Material Definitive Agreement
On August 9, 2023, APPLife Digital Solutions, Inc. (“we” or the “Company”) entered into a binding LOI (the “LOI”) with LeSalon Beauty Ltd., a company incorporated in England and Wales (“LeSalon”). Under the terms of the LOI, the Company and LeSalon have agreed to enter into an asset purchase Agreement (the “APA”) for the purchase and sale of the assets of LeSalon in exchange for a total purchase price of $1,400,000, which shall consist of $100,000 cash to be paid within fourteen (14) days of closing of the APA and $1,300,000 worth of restricted common stock of the Company the “Restricted Stock”), to be paid within forty-five (45) days of the closing of the APA. In the event the common stock of the Company does not exceed a three (3) day average trading price of at least $0.10 beginning on the date of the APA and ending on the six (6) month anniversary of the APA (the “Makeup Period”), the Company shall make up the difference by taking 13,000,000 shares and multiplying it by the product of $0.10 minus the highest three (3) day average traded price during the Make-up Period. LeSalon’s founders agree to provide transition services to the Company for a period of at least twelve (12) months following the closing of the APA.
The foregoing information is a summary of the LOI involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of the LOI, which is attached as an exhibit to this Current Report on Form 8-K. Readers should review the LOI for a complete understanding of the terms and conditions of the transaction described above.
Item 9.01. Financial Statements and Exhibits
Exhibit No. |
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10.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 11, 2023
| APPLIFE DIGITAL SOLUTIONS, INC. |
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| /s/ Matthew Reid |
| Matthew Reid |
| Principal Executive Officer |