Current Report Filing (8-k)
22 6월 2023 - 7:01PM
Edgar (US Regulatory)
0001407878
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0001407878
2023-06-20
2023-06-20
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xbrli:shares
iso4217:USD
xbrli:shares
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): June 20, 2023
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.) |
1117
State Street,
Santa
Barbara, CA |
|
93101 |
(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 |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
|
|
☐ |
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:
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
7.01 Regulation FD Disclosure.
On
June 20, 2023, the Company issued a press release regarding a recent conversation between the Company’s CEO, Rich Berliner, and
the Executive Chairman of Prescriptive Data regarding the need to provide building owners, managers, and tenants with seamless high-speed
communications. A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Current Report on Form 8-K, which
is incorporated by reference solely for purposes of this Item 7.01 disclosure.
Exhibit
99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events
that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking
statements.
The
information set forth under this Item 7.01, including Exhibit 99.3, is being furnished and, as a result, such information shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Exhibits
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:
June 22, 2023 |
By: |
/s/
Rich Berliner |
|
Name: |
Rich
Berliner |
|
Title: |
Chief
Executive Officer |
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