UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 1.01 Entry Into a Material Definitive Agreement.
On April 25, 2025, Applife Digital Solutions, Inc. (the “Company”) entered into an Acquisition Agreement (the “Agreement”) pursuant to which the Company shall acquire all the equity interests in Sugar Auto Parts, Inc., a Nevada corporation (“Sugar”) in exchange for 240,000,000 shares of restricted common stock of the Company, 15,000 shares of a newly designated class of Series A preferred stock, 4,500 shares of a newly designated class of Series B preferred stock, 2,500 shares of a newly designated class of Series C preferred stock. Further, Sugar shall pay an initial cash payment of $150,000 to the Company and an additional cash payment of $150,000 within ninety-five (95) days of the closing of the Agreement.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of each the Agreement 1, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Form 8-K”) and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On May 1, 2025, the Company issued a press release regarding the Agreement with Sugar as disclosed in Item 1.01 above. A copy of the press release issued by the Company is attached as Exhibit 99.1 to this Form 8-K, which is incorporated by reference solely for purposes of this Item 7.01 disclosure.
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 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
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10.1 |
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99.1 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 1, 2025
| APPLIFE DIGITAL SOLUTIONS, INC. |
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| /s/ Matthew Reid |
| Matthew Reid |
| Principal Executive Officer |