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 12, 2020

 

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 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 (17 CFR 230.425)

 

 

¨

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

¨

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

 

Ticker symbol(s)

 

Name of each exchange on which registered

N/A

 

N/A

 

N/A

 

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 8.01 Other Events.

 

Digital Locations, Inc. has determined that it will be unable to meet the May 15, 2020 deadline to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 with the Securities and Exchange Commission (the “SEC”) due to circumstances related to the COVID-19 pandemic (“COVID-19”). As a result of the disruptions in the financial markets arising from COVID-19, the Company has been unable to secure funding for payroll and professional advisors needed to complete its accounting and financial reporting for its quarter ended March 31, 2020 by the prescribed filing date of May 15, 2020 without unreasonable effort or expense due to circumstances related to COVID-19.

 

On March 25, 2020, the SEC issued an order (the “Order”) under the Exchange Act of 1934 (the “Exchange Act”) extending the deadlines for filing certain reports made under the Exchange Act, including quarterly reports on Form 10-Q, for registrants subject to the reporting obligations under the Exchange Act that have been particularly impacted by COVID-19 and which reports have filing deadlines between March 1 and July 31, 2020. The Company is relying on the Order with respect to its Quarterly Report on Form 10-Q for the period ended March 31, 2020, which is due to be filed with the SEC on or before May 15, 2020.

 

The Company expects to file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 prior to July 1, 2020.

 

The extent to which COVID-19 will impact the Company’s future developments is highly uncertain and cannot be predicted.

 

 

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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: May 12, 2020

By:

/s/ William E. Beifuss, Jr.

Name:

William E. Beifuss, Jr.

Title:

President and Chief Executive Officer

 

 

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