Item 1.01. Entry into a Material Definitive Agreement
On December 15, 2022, APPLife Digital Solutions, Inc. ("we" or the "Company")
entered into an Equity Financing Agreement (the "Financing Agreement") and
Registration Rights Agreement (the "Registration Rights Agreement") with GHS
Investments, LLC ("GHS"). Under the terms of the Financing Agreement, GHS has
agreed to provide the Company with up to $10,000,000 of funding upon
effectiveness of a registration statement on Form S-1. Following effectiveness
of the registration statement, the Company shall have the right to deliver puts
to GHS and GHS will be obligated to purchase shares of our common stock based on
the investment amount specified in each put notice. The maximum amount that the
Company shall be entitled to put to GHS in each put notice will not exceed two
hundred percent (200%) of the average of the daily trading dollar volume of the
Company's common stock during the ten (10) trading days preceding the put, so
long as such amount does not exceed 4.99% of the outstanding shares of the
Company. Pursuant to the Financing Agreement, GHS and its affiliates will not be
permitted to purchase, and the Company may not put shares of the Company's
common stock to GHS that would result in GHS's beneficial ownership equaling
more than 4.99% of the Company's outstanding common stock. The price of each
put share shall be equal to eighty percent (80%) of the lowest traded price of
the Company's common stock for the ten (10) consecutive trading days preceding
the date on which the applicable put is delivered to GHS. No put will be made in
an amount equaling less than $10,000 or greater than $500,000. Puts may be
delivered by the Company to GHS until the earlier of twenty-four (24) months
after the effectiveness of the registration statement on Form S-1 or the date on
which GHS has purchased an aggregate of $10,000,000 worth of put shares.
The foregoing information is a summary of the Financing Agreement and the
Registration Rights Agreement involved in the transaction described above, is
not complete, and is qualified in its entirety by reference to the full text of
the Financing Agreement and the Registration Rights Agreement, which are
attached as exhibits to this Current Report on Form 8-K. Readers should review
the Financing Agreement and the Registration Rights Agreement for a complete
understanding of the terms and conditions of the transaction described above.
Item 9.01. Financial Statements and Exhibits
Exhibit No. Name
10.1 Equity Financing Agreement between the Company and GHS dated
December 15, 2022
10.2 Registration Rights Agreement between the Company and GHS dated
December 15, 2022
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