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APPlife Digital Solutions (ALDS) sells 6% $170K discounted convertible note

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

APPlife Digital Solutions, Inc. entered into a Securities Purchase Agreement with an accredited investor on August 5, 2026, issuing a 6% convertible redeemable promissory note with an aggregate principal amount of $170,000. The note was sold with a $17,000 original issue discount, for a purchase price of $153,000, bears interest at 6% per annum, and matures on August 5, 2027.

Beginning six months after issuance, the investor may convert principal and accrued interest into common stock at a conversion price equal to 65% of the lowest trading price during the 20 trading days immediately before the conversion date. Conversions are subject to a 4.99% beneficial ownership limitation, which the investor may increase to 9.9% with at least 60 days’ prior written notice. The company may prepay the note within 180 days at premiums ranging from 105% to 140% of outstanding principal and accrued interest, and the note includes customary default provisions that can increase the conversion discount upon an event of default. The securities were issued in a private offering relying on Section 4(a)(2) and/or Rule 506 of Regulation D.

Positive

  • None.

Negative

  • None.

Filing Explained

The note has been issued and shares have been reserved for possible future conversion, but the filing does not quantify the resulting share count: its variable conversion price makes potential ownership dilution of existing holders presently undeterminable.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Principal amount $170,000 Aggregate principal amount of 6% convertible redeemable promissory note
Original issue discount $17,000 Discount applied to note, resulting in $153,000 purchase price
Purchase price $153,000 Cash consideration paid by investor for the note
Interest rate 6% per annum Annual interest rate on the convertible note
Maturity date August 5, 2027 Stated maturity of the convertible note
Conversion price discount 65% Conversion at 65% of lowest trading price over prior 20 trading days
Beneficial ownership limits 4.99% to 9.9% Ownership cap on conversions, increaseable with 60 days’ notice
Prepayment premiums 105% to 140% Premium range on principal and interest if prepaid within 180 days
original issue discount financial
"The Note was issued with an original issue discount of $17,000"
Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.
convertible redeemable promissory note financial
"issued and sold to the Investor a 6% convertible redeemable promissory note"
beneficial ownership limitation financial
"subject to a beneficial ownership limitation of 4.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Section 4(a)(2) of the Securities Act regulatory
"reliance upon the exemption provided by Section 4(a)(2) of the Securities Act"
A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.
Rule 506 of Regulation D regulatory
"and/or Rule 506 of Regulation D promulgated thereunder"
Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

FAQ

What financing did APPlife Digital Solutions (ALDS) arrange on August 5, 2026?
APPlife Digital Solutions entered into a Securities Purchase Agreement and issued a 6% convertible redeemable promissory note for $170,000. It was sold with a $17,000 original issue discount for $153,000 in proceeds before fees and expenses.

What are the key terms of the ALDS 6% convertible note?
The note has $170,000 principal, a 6% annual interest rate, and matures on August 5, 2027. It includes an original issue discount, prepayment premiums between 105% and 140%, and customary default provisions affecting the conversion discount.

How is the ALDS convertible note conversion price determined?
After six months, the investor may convert principal and interest into common stock at a price equal to 65% of the lowest trading price over the 20 trading days immediately before each conversion date, creating a variable conversion rate.

What ownership limits apply to conversions of the ALDS note?
Conversions are capped by a 4.99% beneficial ownership limitation, which can be increased to 9.9% with at least 60 days’ prior written notice from the investor, limiting how much of ALDS’s common stock the investor can hold through conversions.

Was the ALDS convertible note and its shares registered with the SEC?
No, the note and conversion shares were issued in a private placement relying on Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, meaning they were sold as unregistered securities to an accredited investor.

Can APPlife Digital Solutions (ALDS) prepay the convertible note?
Yes. The company may prepay the note at any time during the 180-day period after issuance, at premiums ranging from 105% to 140% of outstanding principal and accrued interest, as detailed in the note’s prepayment provisions.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Understanding 8-K Material Events →
0001755101 false 0001755101 2026-08-05 2026-08-05

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): August 5, 2026

 

APPLIFE DIGITAL SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-56144

 

82-4868628

(State or other jurisdiction of incorporation)

  

(Commission File Number)

  

(IRS Employer Identification No.)

 

701 Anacapa Street, Suite C, Santa Barbara, CA 93101

(Address of principal executive offices) (Zip Code)

(805) 500-3205

 

(Registrant's telephone number, including area code)

Not Applicable

 

(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:

 

☐

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: 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 a Material Definitive Agreement.

 

On August 5, 2026, APPlife Digital Solutions, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company issued and sold to the Investor a 6% convertible redeemable promissory note in the aggregate principal amount of $170,000 (the “Note”). The Note was issued with an original issue discount of $17,000, resulting in a purchase price of $153,000.

 

The Note bears interest at a rate of 6% per annum and matures on August 5, 2027. Commencing on the six-month anniversary of the issuance date, the Investor may convert all or any portion of the outstanding principal amount and accrued interest under the Note into shares of the Company’s common stock at a conversion price equal to 65% of the lowest trading price of the common stock during the 20 trading days immediately preceding the applicable conversion date. The Investor’s ability to convert the Note is subject to a beneficial ownership limitation of 4.99% (which may be increased to 9.9% upon not less than 60 days’ prior written notice from the Investor). The Company may prepay the Note at any time during the 180-day period following the issuance date at prepayment premiums ranging from 105% to 140% of the outstanding principal and accrued interest, as set forth in the Note. The Note contains customary events of default and related remedies, including an increase in the conversion discount upon the occurrence of an event of default.

 

In connection with the Purchase Agreement and the Note, the Company delivered irrevocable instructions to its transfer agent to reserve shares of the Company’s common stock for issuance upon conversion of the Note (the “Irrevocable Transfer Agent Instructions”).

 

The foregoing descriptions of the Purchase Agreement and the Note do not purport to be complete and are qualified in their entirety by reference to the forms of such documents, which are filed as Exhibits 10.1 and 4.1, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

 

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.

 

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 conversion of the Note, were offered and sold to the Investor, an accredited investor, in a private transaction in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder. Because the conversion price of the Note is variable, the number of shares of common stock issuable upon conversion of the Note is not presently determinable.

 

Item 9.01  Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

Description

4.1

Form of 6% Convertible Redeemable Promissory Note, dated August 5, 2026

10.1

Form of Securities Purchase Agreement, dated August 5, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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.

 

APPLIFE DIGITAL SOLUTIONS, INC.

 

 

 

 

Date: August 11, 2026

 

 

 

 

By:

/s/ Michael Hill

 

 

Name: Michael Hill

 

 

Title: Chief Executive Officer
(Principal Executive Officer)

 

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents

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