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 16, 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.)

3700 State Street, Suite 350, Santa

Santa Barbara, CA

93105

(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: None.

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 1.01. Entry into Definitive Material Agreement.

On May 16, 2024, Digital Locations, Inc. (the “Company”) entered an Amendment #1 to the Agreement Between Digital Locations, Inc. and The Florida International University Board of Trustees (the “Agreement”) to amend certain terms of its earlier agreement dated June 6, 2023 to conduct the work related to the project entitled “Direct Satellite to Smartphone Communications” (hereinafter, the “Project”). The Agreement specifically extends the Period of Performance to December 31, 2025, amends the Statement of Work and the Allocation of Funds for the Project as set forth in the Agreement.

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.

10.1		Amendment #1 to the Agreement Between Digital Locations Inc. and The Florida International University Board of Trustees dated May 16, 2024*
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.

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 22, 2024	By:	/s/ Rich Berliner
	Name:	Rich Berliner
	Title:	Chief Executive Officer

EXHIBIT 10.1

CERTAIN SCHEDULES AND EXHIBITS HAVE BEEN OMITTED PURSUANT TO ITEM 601(a)(5) OF REGULATION S-K. IN ADDITION, PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED PURSUANT TO ITEM 601(b)(2) of REGULATION S-K BECAUSE THEY (i) ARE NOT MATERIAL AND (ii) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED. THE COMPANY AGREES TO FILE SUPPLEMENTALLY TO THE COMMISSION AN UNREDACTED COPY OF THIS EXHIBIT, OR A COPY OF ANY OMITTED SCHEDULE OR EXHIBIT, UPON REQUEST. OMITTED SCHEDULES AND INFORMATION ARE REPRESENTED BY A [*].

AMENDMENT #1 TO THE AGREEMENT

BETWEEN

DIGITAL LOCATIONS, INC

AND

THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES

This Amendment is entered into as of the __16_ day of May, 2024 between Digital Locations, Inc. (hereinafter “Sponsor”), and the Florida International University Board of Trustees (hereinafter “FIU” or “University”), Sponsor and FIU shall hereinafter be referred to collectively as the “Parties” and individually as a “Party”, to modify that certain Agreement (hereinafter “Agreement”), entered into between the Parties to conduct work related to the project entitled “Direct Phone to Satellite Communication” (“Project”).

WHEREAS, the Parties wish to modify the Agreement as set forth hereinafter;

NOW THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereby enter into this Amendment and agree to modify the Agreement as follows:

I.	PERIOD OF PERFORMANCE

The period of performance of the Agreement is hereby modified so that the agreement shall continue without interruption until 12/31/2025 (“Project Period”).

IV.

STATEMENT OF WORK

The Statement of Work, Appendix A of the Agreement, is revised as set forth in the Appendix A-1 attached hereto to provide for responsibilities of University in addition to those set forth in the Appendix A-1 in the Agreement.

V.	ALLOCATION OF FUNDS

The Allocation of Funds section of the Agreement is hereby modified to state that the funds provided for FIU’s involvement in this Project shall not exceed $[*].

Accordingly, the funds provided for FIU’s involvement in the Project is hereby modified to increase the funding to FIU pursuant to the Agreement by the amount of $[*].

Additional funds provided for FIU’s involvement in this amendment shall be the fixed price amount of $[*] payable to FIU in US dollars (US$) according to this quarterly payment schedule;

September 2024:	$	[*]

December 2024:	$	[*]

March 2025:	$	[*]

June 2025:	$	[*]

Payment shall be made by Sponsor via wire (electronic funds) transfer to : [*]

All other terms and conditions of the Agreement remain unchanged and in full force and effect except to the extent that any other provision is in conflict with the modifications set forth herein in which case the modifications in this Amendment shall control.

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by the undersigned officials as duly authorized.

THE FLORIDA INTERNATIONAL UNIVERSITY BOARD OF TRUSTEES		DIGITAL LOCATIONS, INC.

/s/ Ana M. Villafana		/s/ Rich Berliner
Name: Ana M. Villafana		Name: Rich Berliner
Title: Senior Director, Awards		Title: CEO
Division of Research
Florida International University

May 16, 2024		May 16, 2024

APPENDIX A-1

[*]

Cover	May 16, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 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	3700 State Street
Entity Address, Address Line Two	Suite 350
Entity Address, Address Line Three	Santa
Entity Address, City or Town	Santa Barbara
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	93105
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
Entity Emerging Growth Company	false