Applife Digital takes $60K note, issues 20M shares

Applife Digital Solutions, Inc. entered into a financing agreement on March 9, 2026 by issuing a convertible promissory note with a principal amount of $60,000, which includes a $6,000 original issue discount for a purchase price of $54,000.

Rhea-AI Filing Summary

Applife Digital Solutions, Inc. entered into a financing agreement on March 9, 2026 by issuing a convertible promissory note with a principal amount of $60,000, which includes a $6,000 original issue discount for a purchase price of $54,000. The note carries a one-time interest charge of $7,200 at 12%, matures in 12 months, and may be converted into common stock at 65% of the lowest traded price over the 10 trading days before conversion, subject to a 4.99% beneficial ownership cap.

On the same date, Applife Digital Solutions entered a six-month investor relations and digital marketing services agreement with PCG Advisory, Inc. and PRISM Digital Media. As compensation, PCG Advisory will receive 20,000,000 shares of common stock for services under this agreement.

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.

FAQ

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

What financing agreement did Applife Digital Solutions (ALDS) enter on March 9, 2026?

Applife Digital Solutions issued a $60,000 convertible promissory note on March 9, 2026. It includes a $6,000 original issue discount, a $54,000 purchase price, and a one-time 12% interest charge of $7,200, maturing 12 months after issuance.

How can the Applife Digital Solutions (ALDS) note be converted into common stock?

The note may be converted into common stock at a discount equal to 65% of the lowest traded price during the 10 trading days before the conversion date. Conversions are also limited by a 4.99% beneficial ownership cap for the investor.

What interest terms apply to the Applife Digital Solutions (ALDS) convertible note?

The note carries a one-time 12% interest charge, calculated as $7,200 on the $60,000 principal, earned in full on the issue date. The note then matures 12 months after issuance, with no ongoing periodic interest mentioned in the disclosure.

What investor relations agreement did Applife Digital Solutions (ALDS) sign?

Applife Digital Solutions entered a six-month IR and digital marketing agreement with PCG Advisory, Inc. and PRISM Digital Media. PCG Advisory will be compensated with 20,000,000 shares of common stock for services provided under this service agreement.

How were Applife Digital Solutions (ALDS) securities issued under exemptions?

The convertible note was issued as an unregistered security relying on private placement exemptions under Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D, allowing issuance without registration to an investor meeting exemption criteria.

Which key contracts did Applife Digital Solutions (ALDS) execute on March 9, 2026?

Applife Digital Solutions executed three main contracts: a convertible promissory note, a related securities purchase agreement, and a six-month service agreement for investor relations and digital marketing, which includes stock-based compensation of 20,000,000 common shares.

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

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Accepted by SEC EDGAR 03/12/2026 - 04:52 PM Learn about SEC filing dates

0001755101 false 0001755101 2026-03-09 2026-03-09

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

March 9, 2026

Date of Report

(Date of earliest event reported)

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

Phone: (805) 500-3205

(Address and Telephone Number of Registrant’s Principal Executive Offices and Principal Place of Business)

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
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

 Securities registered pursuant to Section 12(b) of the Act: None.

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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). ☒

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 March 9, 2026, the Company issued a convertible Promissory Note to an investor, with a principal amount of $60,000, including a $6,000 original issue discount for a purchase price of $54,000. The Note carries a one-time interest charge of 12% ($7,200) earned in full on the issue date and matures 12 months after issuance. The Note may be converted into shares of the Company’s common stock at a conversion price equal to 65% of the lowest traded price during the 10 trading days preceding the conversion date, subject to customary adjustments and a 4.99% beneficial ownership limitation.

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

On March 9, 2026, the Company entered into a six month investor relations and digital marketing service agreement with PCG Advisory, Inc. and its partner PRISM Digital Media. PCG Advisory, Inc. will be compensated Twenty Million (20,000,000) shares of common stock, for services rendered under the agreement.

The foregoing descriptions of the Service Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Service Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K (this “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 applicable information set forth in Item 1.01 of this Form 8-K with respect to the Purchase Agreement and the Note above is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The applicable information disclosed in Item 1.01 of this Form 8-K regarding the issuance of the Note is incorporated herein by reference. The Note was issued pursuant to the private placement exemption from registration provided by Section 4(a)(2) of the Securities Act and/or by Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.		Description
4.1		Convertible Promissory Note dated March 9, 2026
10.1		Securities Purchase Agreement dated March 9, 2026
10.2		Service Agreement dated March 9, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: March 12, 2026

APPLIFE DIGITAL SOLUTIONS, INC.

/s/ Michael Hill

Michael Hill

Principal Executive Officer

Filing Exhibits & Attachments

7 documents

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT DATED NOVEMBER 19, 2025 159.8 KB
• EX-10.2 SECURITIES PURCHASE AGREEMENT DATED NOVEMBER 19, 2025 22.9 KB

Other Documents

• EX-4.1 CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 19, 2025 111.4 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABELS LINKBASE DOCUMENT 14.0 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 9.1 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.3 KB