Exhibit 3.1
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): July 5, 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 5.03 Amendments to the Articles of Incorporation or Bylaws.
On July 5, 2023, Digital Locations, Inc. (the “Company”) filed a Certificate of Designation to its Articles of Incorporation (the “Certificate”) designating a new class of “Series F Preferred Stock.” The filing of the Certificate was authorized and approved by the Company’s Board of Directors. The Certificate designates 10,000 shares of Series F Preferred Stock, with a stated face value of $100 per share and the right of conversion by the holder at any time into shares of the Company’s Common Stock at a conversion price of $0.0007 per share.
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 | Series F Preferred Stock Certificate of Designation filed July 5, 2023 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any Attachment or Exhibit so furnished.
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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: July 11, 2023 | By: | /s/ William E Beifuss, Jr |
| Name: | William E Beifuss, Jr | |
| Title: | President | |
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Exhibit 3.1