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 8, 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 8, 2023, the Company issued a press release regarding an agreement with Florida International University to develop a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world. 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.

 

On June 12, 2023, the Company issued a press release regarding recent conversation between the Company’s CEO, Rich Berliner, and the president of the Satellite Industry Association regarding the growth of the satellite industry due to innovation and lower costs. A copy of the press release issued by the Company is attached as Exhibit 99.2 to this Current Report on Form 8-K, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.

 

Exhibits 99.1 and 99.2 contain 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 Exhibits 99.1 and 99.2, 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

             

99.1

 

Press Release dated June 8, 2023

99.2

 

Press Release dated June 12, 2023

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL Document)

 

 

2

 

 

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 13, 2023

By:

/s/ Rich Berliner

 

 

Name:

Rich Berliner

 

 

Title:

Chief Executive Officer

 

 

 

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EXHIBIT 99.1

  

Digital Locations Announces Disruptive Satellite-to-Smartphone Technology

 

The Company is working with Florida International University to develop a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world

 

SANTA BARBARA, Calif., June 08, 2023 (GLOBE NEWSWIRE) -- Digital Locations, Inc. (DLOC), the developer of a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world, today announced that it has entered into to an agreement with Florida International University to lead the development program.

 

“We believe that our satellite-to-smartphone technology can have worldwide impact and be the most disruptive satellite communications technology since the introduction of GPS,” said Rich Berliner, CEO of Digital Locations.

 

In a digitally divided world of haves and have nots, high-speed Internet (also known as broadband Internet) is the great equalizer. However, high-speed Internet is only available in densely populated areas around the world. The rest of the world is still waiting.

 

Elon Musk (SpaceX), Jeff Bezos (Blue Origin) and others are launching thousands of Low Earth Orbit (LEO) satellites. Unfortunately, without the use of additional equipment, the technology does yet exist that will allow these satellites to deliver high-speed Internet to smartphones. Connecting these satellites with the smartphones of the future to receive high-speed Internet service is technically very challenging but represents an extraordinary business opportunity.

 

According to Grand View Research, the global broadband market was valued at $419 billion in 2022 and is expected to grow to $875 billion by 2030. This tremendous growth is driven by the continual digital transformation of virtually all industries such as retail, healthcare, government, entertainment, and many more. Wireless technology holds great potential, due to its relative ease of deployment, in accelerating the global digital revolution across many verticals through productivity enhancements and economic reductions.

 

Mr. Berliner continued, “We are thrilled to be working with Florida International University. Their research team includes world renown experts in the field of wireless communications and antenna systems. Our goal is to develop a truly disruptive technology that will finally make it possible for the wireless industry to offer high-speed Internet service from satellites directly to smartphones, indoors and outdoors with no dead zones and no cell towers.”

 

Under the terms of the research agreement with Florida International University, the Company has a non-exclusive, royalty-free license to use the intellectual property associated with the development project, as well as the right to negotiate an exclusive license.

 

 
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Mr. Berliner concluded, “We are currently seeing news about some wireless operators launching low speed satellite to phone service for limited applications, such as emergency transmission. However, we believe that our technology will disrupt the wireless world as we know it. Anyone, anywhere, regardless of location, economic status, race or gender will be able to access high-speed Internet service. Imagine the benefits that can be derived from remote learning, health care, government services, telework, participation in public affairs and even Netflix, Amazon and so much more that the Internet has to offer.”

 

About Florida International University

 

Florida International University (“FIU”) is the eighth largest public university in the country by enrollment and U.S. News and World Report places dozens of FIU programs among the best in the nation. Washington Monthly Magazine ranks FIU among the top 20 public universities contributing to the public good. The FIU Department of Electrical and Computer Engineering (ECE) encompasses a broad range of research and educational interests. It is the policy of the Department to involve each faculty member in a balanced combination of research and teaching to fully benefit the students. Many of the ECE faculty members have considerable industrial experience, and many maintain active consulting roles to provide current and relevant knowledge to the students in classroom and research settings.

To learn more about Florida International University, please visit www.fiu.edu

 

About Digital Locations, Inc.

 

Digital Locations, Inc., is the developer of a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world. Today, high-speed Internet (also known as broadband Internet) is only available in densely populated areas around the world. The rest of the world is still waiting. Elon Musk (SpaceX), Jeff Bezos (Blue Origin) and others are launching thousands of Low Earth Orbit (LEO) satellites. Unfortunately, without the use of additional equipment, the technology does not yet exist that will allow these satellites to deliver high-speed Internet directly to smartphones. Solving this problem represents an extraordinary business opportunity. Working with a research team from Florida International University, we are developing a truly disruptive technology that will finally make it possible for the wireless industry to offer high-speed Internet service from satellites directly to smartphones anywhere in the world, indoors and outdoors with no dead zones and no cell towers. Anyone, anywhere, regardless of location, economic status, race or gender will be able to access high-speed Internet service and benefit from remote learning, health care, government services, telework, participation in public affairs and even Netflix, Amazon and much, much more.

 

To learn more about Digital Locations please visit www.digitallocations.com 

 

 
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Safe Harbor Statement

 

This press release may contain “forward-looking statements.” 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. 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, except as may be required under applicable law.

 

https://www.globenewswire.com/newsroom/ti?nf=ODg1NTA2NSM1NjM4NTYyIzIwOTE5MDQ=

https://ml.globenewswire.com/media/YmY5YTNmMzItYzBlNi00OGU4LTk3ZTEtNTI4NTUxODE3N2ZlLTExMDM0NzU=/tiny/Digital-Locations-Inc-.png

  

Press Contact:

communications@digitallocations.com

(805) 456-7000

Source: Digital Locations, Inc.

 

 
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EXHIBIT 99.2

  

Digital Locations CEO Rich Berliner Discusses Satellite Industry Growth with Head of SIA

 

Tom Stroup describes tremendous growth in the satellite industry due to innovation and lower costs

 

SANTA BARBARA, Calif., June 12, 2023 (GLOBE NEWSWIRE) -- Digital Locations, Inc. (DLOC), the developer of a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world, today announced that CEO Rich Berliner recently spoke with Tom Stroup, President of the Satellite Industry Association (SIA), about the tremendous growth in the satellite industry due to innovation and lower costs.

 

The Satellite Industry Association (SIA), formed in 1995, is a trade association that represents the unified voice for the U.S. commercial satellite industry. SIA offices and its staff are located in Washington, D.C.

 

As President of SIA, Tom Stroup is the trade association’s lead advocate for regulatory and policy issues of critical importance to SIA’s membership, including spectrum and licensing issues, defense and public safety matters, and export control and international trade issues. He also manages the day-to-day operations of SIA, including member communications, staff leadership and organization of SIA sponsored events.

Tom became the president of SIA in December of 2014.

 

According to Mr. Stroup, “We are experiencing tremendous growth going on now in the satellite industry and in some ways, it reminds me of the early days of the wireless industry. We have lots of new entrants as well as disruptive technology. We see a decline in the costs of manufacturing and launching satellites, much like cost reductions in the wireless industry and the computing industry.”

 

“Innovation is occurring across all sectors of the industry,” said Mr. Stroup. “Smaller satellites and the capacity that can be put on board individual satellites is much, much greater than in the past. Also, new flat screen antennas are now available for the airline industry and the maritime industry and make it easier to deploy earth stations for broadband services.”

 

 
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Mr. Stroup added, “One of the areas of greatest interest now is direct to mobile connectivity from satellites.”

 

This conversation can be viewed at https://www.youtube.com/watch?v=-4IrVPxNV2w&t=19s

 

About Digital Locations, Inc.

 

Digital Locations, Inc., is the developer of a disruptive technology that will deliver high-speed Internet from satellites directly to smartphones all over the world. Today, high-speed Internet (also known as broadband Internet) is only available in densely populated areas around the world. The rest of the world is still waiting. Elon Musk (SpaceX), Jeff Bezos (Blue Origin) and others are launching thousands of Low Earth Orbit (LEO) satellites. Unfortunately, without the use of additional equipment, the technology does yet exist that will allow these satellites to deliver high-speed Internet directly to smartphones. Solving this problem represents an extraordinary business opportunity. Working with a research team from Florida International University, we are developing a truly disruptive technology that will finally make it possible for the wireless industry to offer high-speed Internet service from satellites directly to smartphones anywhere in the world, indoors and outdoors with no dead zones and no cell towers. Anyone, anywhere, regardless of location, economic status, race or gender will be able to access high-speed Internet service and benefit from remote learning, health care, government services, telework, participation in public affairs and even Netflix, Amazon and much, much more.

 

To learn more about Digital Locations please visit www.digitallocations.com 

 

Safe Harbor Statement

 

This press release may contain “forward-looking statements.” 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. 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, except as may be required under applicable law.

 

https://www.globenewswire.com/newsroom/ti?nf=ODg1NjE4OCM1NjQxODA2IzIwOTE5MDQ=

https://ml.globenewswire.com/media/ZGRkM2RjMWItNWViZi00NWQxLTkyMjAtMzJjYmU2ODA5ZTFkLTExMDM0NzU=/tiny/Digital-Locations-Inc-.png

 

Press Contact:

communications@digitallocations.com

(805) 456-7000

 

 
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