UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 7, 2022

LGBTQ LOYALTY HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Registrant’s telephone number, including area code (954) 947-6133

N/A

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 l2b-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. ☐

As used in this Current Report, all references to the terms “we”, “us”, “our”, “LGBTQ Loyalty” or the “Company” refer to LGBTQ Loyalty Holdings, Inc. and its direct and indirect wholly-owned subsidiaries, unless the context clearly requires otherwise.

Explanatory Note

This Current Report on Form 8-K/A is being filed to amend the Company’s Current Report on Form 8-K filed on April 1, 2022 (the “Original Form 8-K”) to (i) correct a statement regarding certain terms of the press release that was published on March 31, 2022, as described therein (“PR”); and (ii) file under Item 8.01 and Item 9.01 the Company’s press release relating to the liquidation of LGBTQ + ESG100 ETF. The information set forth in the Original 8-K is incorporated herein by reference and restated in part below. Except as stated in this Explanatory Note, this Form 8-K/A does not otherwise change or update the disclosure set forth in the Original Form 8-K, as amended, and does not otherwise reflect events after the Original Form 8-K was filed.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K/A includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the Company. Such forward-looking statements include, but are not limited to, statements regarding the anticipated impact of certain events on the Company’s financial statements. By their nature, forward-looking statements address matters that are subject to risks and uncertainties. A variety of factors could cause actual events and results, as well as the Company’s expectations, to differ materially from those expressed in or contemplated by the forward-looking statements. These factors include, without limitation, the risk that additional information may become known prior to the expected filing of information or financial statements with the Securities and Exchange Commission. Other risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by applicable securities laws.

Item 8.01 Other Events

On April 7, 2022, the Company issued a corrected press release tilted, “LGBTQ+ ESG100 ETF to be Liquidated”. The full text of the corrected press release is attached as Exhibit 99.1 to this Current Report on Form 8-K/A and is incorporated herein.

Item 9.01 Financial Statements and Exhibits.

* Filed herewith.

SIGNATURE

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 hereunto duly authorized.