Form 8-K - Current report

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): May 7, 2024

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		DLOC		OTC Pink

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 May 7, 2024, the Company issued a press release. A copy of the press release is attached hereto as Exhibit 99.1.

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 99.1, 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 May 7, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

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: May 8, 2024	By:	/s/ Rich Berliner
	Name:	Rich Berliner
	Title:	Chief Executive Officer

Exhibit 99.1

Digital Locations Joins with Industry Heavyweights as a Member of the Newly Formed Mobile Satellite Services Association

SANTA BARBARA, CA, May 7, 2024 (GLOBE NEWSWIRE) – Digital Locations, Inc. (OTCMKTS:DLOC), the developer of Satenna^TM, a breakthrough technology that will deliver high-speed Internet from satellites directly to smartphones all over the world, today announced that it has joined the Mobile Satellite Services Association (MSSA), the newest satellite industry association.

After Viasat Terrestar Solutions, Ligado Networks, Omnispace, and Al Yah Satellite Communications jointly announced the establishment of the MSSA, Digital Locations immediately joined the organization. The MSSA aims to significantly enhance scale and choice to foster and propel the emerging Direct-to-Device (D2D) ecosystem.

The MSSA aims to cultivate a global ecosystem leveraging over 100 MHz of L- and S-band spectrum already designated and licensed for mobile satellite services (MSS), ideally suited for integration into a wide array of mobile devices. This non-profit industry association intends to adhere to 3rd Generation Partnership Project (3GPP) standards to extend terrestrial mobile coverage for both Mobile Network Operator (MNO) and Over-the-Top (OTT) internet services.

Among the main objectives are interoperable architectures and standards for utilisation in multi-orbit satellite systems, ground infrastructure, and end-user equipment, and augmenting seamless global roaming between terrestrial and multi-orbit satellite networks through the development of recommended specifications.

“Integrating satellite connectivity into consumer mobile devices is a transformative opportunity for the satellite industry. As a coalition of leaders with a unified voice, MSSA will be a driving force in making this new marketplace a reality, while respecting the rights of nations to meaningfully engage and retain sovereignty in a rapidly growing space economy,” said Mark Dankberg, Chairman of MSSA, and Chairman and CEO of Viasat. “The Association will help create opportunities to scale NTN systems via open, standards-based solutions for D2D and IoT. We believe this can be done while preserving critical MSS aviation and maritime safety services and by expanding the markets supporting diverse users through substantial improvements in speed, bandwidth, availability, interoperability and affordability.”

Rich Berliner, CEO of Digital Locations, commented “We are happy to join these industry heavyweights, as the goals and aspirations of the MSSA are closely aligned with our development of Satenna^™. We see the membership and the priorities of the MSSA as well balanced and a critically needed part of the world communications ecosystem.

Mr. Berliner concluded, “The massive number of satellites being launched by Elon Musk’s SpaceX and others is helping to accelerate the growth of the satellite industry. The satellite business is the next great leap forward for high-speed data to reach everyone on earth and I look forward to the day when Digital Locations may play a critical role in the infrastructure of the future”.

About Digital Locations, Inc.

Digital Locations, Inc., is the developer of Satenna^TM, a breakthrough 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

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.

Press Contact:

communications@digitallocations.com

(805) 456-7000

Cover	May 07, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 07, 2024
Entity File Number	000-54817
Entity Registrant Name	DIGITAL LOCATIONS, INC.
Entity Central Index Key	0001407878
Entity Tax Identification Number	20-5451302
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1117 State Street
Entity Address, City or Town	Santa Barbara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93101
City Area Code	(805)
Local Phone Number	456-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	DLOC
Entity Emerging Growth Company	false