APPlife Digital Solutions nets $46.7K from note

Beginning six months after issuance, 104, LLC may require up to 20% of specified equity, debt, equity-line or non-ordinary-course asset-sale proceeds to repay the note.

Available on EDGAR 10/30/2026 - 01:24 PM EDT Accepted by SEC EDGAR 10/30/2026 - 01:23 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

APPlife Digital Solutions, Inc. (ALDS) issued 104, LLC a convertible promissory note with a $60,000 principal amount for a $54,000 purchase price. The transaction closed October 26, 2026, and the company received $46,720 in net proceeds for business development and general working capital.

The note includes a $6,000 original issue discount, a one-time interest charge of 12% ($7,200) earned in full on the issue date, and matures October 22, 2027. Its conversion price is 65% of the lowest traded common-stock price during the 20 trading days before conversion, subject to adjustment. If average daily dollar trading volume 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 percentage decreases to 50%. The company reserved 1,750,000 common shares for conversion.

Filing Explained

The note can dilute existing holders if converted, and the company also committed to a larger future share reserve tied to an authorized-share increase.

The note permits conversion into common shares at a variable price, so any resulting issuance would reduce existing holders’ percentage ownership absent offsetting changes; the filing says the share count is not presently determinable.

Separately, APPlife agreed to maintain a reserve equal to three times the shares issuable on full conversion and, when its next authorized-common-stock increase takes effect, to increase that reserve by the greater of 7,100,000 shares or the three-times amount, capped by the increase in authorized shares.

The filing describes an increase from 20,000,000 to 990,000,000 authorized common shares as the subject of a preliminary information statement filed on October 20, 2026.

8-K Event Classification

4 items: 1.01, 2.03, 3.02, 9.01

4 items

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, or exhibit attachments filed with this report.

Key Figures

Principal amount: $60,000 Purchase price: $54,000 Net proceeds: $46,720 +5 more

8 metrics

Principal amount $60,000 Convertible promissory note dated October 22, 2026

Purchase price $54,000 Paid by 104, LLC for the note

Net proceeds $46,720 Received by APPlife on October 26, 2026

Original issue discount $6,000 Included in the note's principal amount

One-time interest charge 12% of principal ($7,200) Earned in full on the issue date

Conversion price percentage 65%; may decrease to 50% Applied to the lowest traded common-stock price during the preceding 20 trading days, subject to the stated volume tests and other adjustments

Common shares reserved 1,750,000 shares Reserved for issuance upon conversion of the note

Default payment amount 150% of outstanding principal and interest Due upon an event of default, including default interest

Key Terms

original issue discount, conversion price, unsecured obligation, most-favored-nation provision, +1 more

5 terms

original issue discount financial

"The principal amount includes an original issue discount of $6,000"

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.

conversion price financial

"at a conversion price equal to 65% of the lowest traded price"

The conversion price is the fixed price at which a convertible security, like a bond or preferred stock, can be exchanged for shares of common stock. It acts like a set rate that determines how many shares an investor can receive if they choose to convert their investment. This helps investors understand the value and potential benefits of converting their securities into company shares.

unsecured obligation financial

"The Note is an unsecured obligation of the Company"

most-favored-nation provision financial

"including a most-favored-nation provision under which the Investor may adopt more favorable terms"

events of default financial

"The Note contains customary events of default"

Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did ALDS receive from the convertible note?

APPlife received $46,720 in net proceeds on October 26, 2026. The Investor paid a $54,000 purchase price for the $60,000 principal amount, withheld $3,500 for legal fees, and paid $3,780 to Craft Capital Management LLC.

What are ALDS's note conversion terms?

The conversion price is 65% of the lowest traded common-stock price during the 20 trading days before conversion. It decreases to 50% if the specified average daily dollar trading-volume tests are missed in December 2026 or March 2027. The Investor may not convert above 4.99% beneficial ownership, but may increase that limit to up to 9.99%, and may deduct a $1,750 fee from each conversion.

When does the ALDS note mature, and what interest does it carry?

The note matures on October 22, 2027. It carries a one-time interest charge of 12% of principal, or $7,200, earned in full on the issue date. Any amount unpaid when due bears default interest at the lesser of 16% per annum and the maximum rate permitted by law.

Can 104, LLC require ALDS to use other proceeds to repay the note?

Beginning six months after issuance, if APPlife receives cash proceeds from an equity or debt issuance, its equity line of credit, or an asset sale outside the ordinary course, 104, LLC may require the company to apply up to 20% of those proceeds to repay the note.

What amount is due if ALDS defaults on the note?

Upon an event of default, the note becomes immediately due and payable in an amount equal to 150% of outstanding principal and interest, including default interest. The note lists events including failure to pay when due, failure to deliver conversion shares or maintain the share reserve, and failure to remain current in Exchange Act reports.

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

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0001755101 false 0001755101 2026-10-22 2026-10-22

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): October 22, 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))

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 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 $46,720, 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, 2027. 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 Company.

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 date, 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 price, and the Investor may deduct a $1,750 fee from each conversion. The Investor may not convert to the extent it would beneficially own more than 4.99% of the outstanding common stock, which the Investor may increase to up to 9.99%. Because the conversion price is variable, the number of shares issuable on conversion is not presently determinable.

Share reserve. The Company has instructed its transfer agent to reserve 1,750,000 shares of common stock for issuance on conversion of the Note. The Company has agreed to maintain a reserve equal to three times the number of shares issuable on full conversion and, on the effective date of its next increase in authorized common stock, to increase the reserve by the greater of 7,100,000 shares and that amount, but not by more than the number of shares by which the authorized common stock is increased. On October 20, 2026, the Company filed a preliminary information statement on Schedule 14C relating to an increase in its authorized common stock from 20,000,000 to 990,000,000 shares.

Prepayment and use of other proceeds. During the first 180 days after issuance, the Company may prepay the Note on three trading days’ notice at 110% to 125% of the amount outstanding, depending on the date of prepayment. Beginning six months after issuance, if the Company receives cash proceeds from the issuance of equity or debt, from its equity line of credit, or from the sale of assets (other than in the ordinary course of business), the Investor may require the Company to apply up to 20% of those proceeds to repay the Note.

Events of default. The Note contains customary events of default, including failure to pay principal or interest when due, failure to deliver conversion shares or maintain the share reserve, breach of covenants or representations, and failure to remain current in the Company’s Exchange Act reports. Upon an event of default, the Note becomes immediately due and payable in an amount equal to 150% of the outstanding principal and interest, including default interest. The Purchase Agreement contains customary representations, warranties and covenants, including a most-favored-nation provision under which the Investor may adopt more favorable terms granted to other investors while the Note is outstanding.

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 those 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. 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 price.

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 amended (the “Securities Act”), and/or Rule 506(b) of Regulation D under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
4.1	Form of Promissory Note, dated October 22, 2026, issued to 104, LLC
10.1	Form of Securities Purchase Agreement, dated October 22, 2026, between APPlife Digital Solutions, Inc. and 104, LLC
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: October 30, 2026 By: /s/ Michael Hill                                                                 
Name: Michael Hill
Title: Chief Executive Officer (Principal Executive Officer)

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 FORM OF SECURITIES PURCHASE AGREEMENT, DATED OCTOBER 22, 2026, BETWEEN APPLIFE D 163.0 KB

Other Documents

• EX-4.1 FORM OF PROMISSORY NOTE, DATED OCTOBER 22, 2026, ISSUED TO 104, LLC 118.3 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABELS LINKBASE DOCUMENT 13.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 8.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.3 KB