APPlife Digital Solutions ALDS
APPlife Digital Solutions issued a $60,000 convertible note
Item 1.01 Enters material agreement, Item 2.03 Takes on debt, Item 3.02 Unregistered share sale
- Form
- 8-K
- Filed
- Importance
- Major
- Accession
- 0001096906-26-001658
- Issued $60,000 convertible note with $54,000 received after fees
- Note matures in 1 year with 12% interest
- Conversion price is 65% of stock price, adjustable downward
- Company reserved 1.75 million shares for potential conversion
Written from the 8-K on EDGAR. Check the filing before you rely on it.
The reading, claim by claim
- The note carries a 12% interest charge of $7,200 and matures on October 22, 2027.
- It is an unsecured obligation.
- The company received $46,720 in net proceeds, which it plans to use for business development and working capital.
- The note can be converted into shares of common stock at 65% of the lowest traded price over 20 days, with potential reductions if trading volume falls below thresholds.
- The conversion price may also decrease if the company issues securities at a lower price.
- The financial obligation under the note arose on October 26, 2026, when the investor funded the purchase price.
- The note and potential shares were sold under exemptions from registration, as reported in the filing.
7 of 7 claims matched the filing text.
From the filing
Item 1.01 Entry into a Material Definitive Agreement.
Item 1.01 Entry into a Material Definitive Agreement.
On October 22, 2026, APPlife Digital Solutions, Inc. (the Company ) entered into a Securities Purchase Agreement (the Purchase Agreement ) with 104, LLC, a Nevada limited liability company (the Investor ), and issued to the Investor a convertible promissory note dated October 22, 2026 in the principal amount of $60,000 (the Note ) for a purchase price of $54,000. The principal amount includes an original issue discount of $6,000. The Investor funded the purchase price on October 26, 2026, and the transaction closed on that date. After the Investor withheld $3,500 for its legal fees and paid $3,780 to Craft Capital Management LLC, a registered broker-dealer, the Company received net proceeds of $46,7203, which it intends to use for business development and general working capital.
The Note carries a one-time interest charge of 12% of the principal amount ($7,200), which was earned in full on the issue date, and matures on October 22, 20271. Any amount not paid when due bears default interest at the lesser of 16% per annum and the maximum rate permitted by law. The Note is an unsecured obligation of the Company2.
Conversion. The Investor may convert all or any portion of the outstanding principal and interest into shares of the Company s common stock at any time at a conversion price equal to 65% of the lowest traded price of the common stock during the 20 trading days immediately preceding the conversion date4, subject to adjustment. If the average daily dollar trading volume of the common stock is less than $75,000 during four specified weekly periods in December 2026, or less than $150,000 during four specified weekly periods in March 2027, the 65% will be reduced to 50% from that point forward. This reduction is a pricing adjustment only and is not an event of default. The conversion price is also subject to reduction if the Company issues securities at a lower effective price5, and the Investor may deduct a $1,750
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Of
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03. The Purchase Agreement and the Note were signed on October 22, 2026; the Company s direct financial obligation under the Note arose on October 26, 2026, when the Investor funded the purchase price6.
Item 3.02 Unregistered Sales of Equity Securities.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Note, and the shares of common stock issuable upon its conversion, were offered and sold to the Investor, an accredited investor, in a private transaction in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended7 (the Securities Act ), and/or Rule 506(b) of Regulation D under the Securities Act.
Similar companies
Companies of similar size in SIC 5531 and related industry codes: the same peer list as the financial tables.
- CarParts.com PRTS public float $41M, Jun 27, 2025
- OneWater Marine ONEW public float $184M, Mar 31, 2025, over 18 months old
- Marinemax HZO public float $462M, Mar 31, 2025, over 18 months old
- Advance Auto Parts AAP public float $1.9B, Jul 12, 2025
- Autozone AZO public float $62.2B, Feb 14, 2026