ALDS 8-K
APPlife Digital Solutions Inc (ALDS)
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
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
|
| |||
(State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(
(Registrant's telephone number, including area code)
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. ☐
1
Item 3.03 Material Modification to Rights of Security Holders.
On May 22, 2026, the Board of Directors (the “Board”) of APPlife Digital Solutions, Inc. (the “Company”) approved a reverse stock split of the Company’s issued and outstanding shares of common stock at a ratio of one-for-two hundred fifty (1-for-250) (the “Reverse Stock Split”). The Reverse Stock Split was authorized by the Company’s stockholders at a Special Meeting of Stockholders held on April 10, 2025, at which the stockholders authorized the Board to effect a reverse stock split at a ratio ranging from 1-for-100 up to 1-for-1,000, with the final ratio to be determined by the Board.
To effect the Reverse Stock Split, the Company filed a Certificate of Amendment to its Articles of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Nevada. The Reverse Stock Split is expected to become effective at 12:01 a.m. on June 12, 2026 (the “Effective Time”).
At the Effective Time, every two hundred fifty (250) shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one (1) share of common stock. The Reverse Stock Split will not affect the number of authorized shares of preferred stock, the par value of the common stock, or the rights of stockholders, except for adjustments that result from the treatment of fractional shares described below.
No fractional shares will be issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share of common stock as a result of the Reverse Stock Split will instead receive one (1) whole share of common stock in lieu thereof (i.e., fractional shares will be rounded up to the next whole share).
The Reverse Stock Split will apply to the shares of common stock issuable upon the exercise of the Company’s outstanding warrants and stock options, with proportionate adjustments to be made to the exercise prices thereof in accordance with their terms.
Stockholders holding shares through a broker, bank, or other nominee will have their positions automatically adjusted to reflect the Reverse Stock Split and will not need to take any action. Registered stockholders holding shares in book-entry form will have their accounts automatically updated.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03.
As described in Item 3.03, the Company filed the Certificate of Amendment to its Articles of Incorporation with the Secretary of State of the State of Nevada to effect the Reverse Stock Split, which is expected to become effective at 12:01 a.m. on June 12, 2026.
In connection with the Reverse Stock Split, the Company’s common stock has been assigned a new CUSIP number, 03829G206. In addition, the Company’s common stock is expected to begin trading on the OTC Markets on a split-adjusted basis when the market opens on June 12, 2026, under the temporary trading symbol “ALDSD” for a period of 20 business days to indicate the Reverse Stock Split. After 20 business days, the trading symbol is expected to revert to “ALDS.”
2
Item 8.01 Other Events.
On June 12, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The Reverse Stock Split is intended to improve the marketability and liquidity of the Company’s common stock.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1, 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 that section, nor shall it be deemed incorporated by reference into 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 No. |
| Description |
99.1 |
| Press Release of APPlife Digital Solutions, Inc., dated June 12, 2026. |
104 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document). |
3
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. |
|
|
|
By: /s/ Barrett Evans |
|
Name: Barrett Evans |
|
Title: Chief Financial Officer |
|
Date: June 12, 2026 |
|
4
APPlife Digital Solutions, Inc. Announces Reverse Stock Split
SANTA BARBARA, CA, June 12, 2026 -- APPlife Digital Solutions, Inc. (OTCID: ALDS) ("APPlife" or "the Company"), a business incubator and technology company focused on developing advanced digital solutions and commerce infrastructure, today announced that its Board of Directors has approved a 1-for-250 reverse stock split of the Company’s common stock. The reverse stock split is expected to become effective at 12:01 a.m. on June 12, 2026, and the Company’s common stock is expected to begin trading on the OTC Market on a split-adjusted basis when the market opens on June 12, 2026 it will trade on the OTC Markets under the trading symbol “ALDSD” for the next 20 business days to indicate the Reverse Stock Split. After 20 business days, the symbol will revert to “ALDS” on the OTC Markets.The new CUSIP number will be 03829G206.
Upon effectiveness, every two hundred fifty (250) shares of the Company’s issued and outstanding common stock will be automatically combined into one (1) share of common stock. The reverse stock split will not affect the number of authorized shares of preferred stock, the par value of the common stock, or the rights of stockholders, except for adjustments resulting from the treatment of fractional shares. No fractional shares will be issued; Any stockholder who would otherwise be entitled to receive a fractional share of Common Stock as a result of the change shall instead receive one (1) whole share of Common Stock in lieu thereof (i.e., fractional shares shall be rounded up to the next whole share). The reverse stock split will apply to the shares of common stock issuable upon the exercise of outstanding warrants and stock options, with proportionate adjustments to be made to the exercise prices thereof.
The reverse stock split is intended to improve the marketability and liquidity of APPlife Digital Solution’s common stock. At the Special Meeting of Stockholders held on April 10, 2025, the Company’s stockholders authorized the Company’s board of directors to effect a reverse stock split with a ratio ranging from 1-for-100 up to 1-for-1000 and on May 22, 2026, the Company's Board of Directors authorized a reverse stock split with a ratio of 1-for-250.
Stockholders holding shares through a broker, bank, or other nominee will have their positions automatically adjusted to reflect the reverse stock split and will not need to take any action. Registered stockholders holding shares in book-entry form will have their accounts automatically updated as well.
ABOUT APPLIFE DIGITAL SOLUTIONS, INC.
APPlife Digital Solutions Inc., with offices in Santa Barbara, CA, and Las Vegas, NV, is a business incubator and technology company focused on developing digital infrastructure and artificial intelligence-driven solutions designed to modernize online commerce platforms. Through its innovations, including the Sugar Auto Parts marketplace, the Company is building technologies intended to simplify product cataloging, improve marketplace efficiency, and enhance the automotive parts buying experience. Current projects include: LiftKits4Less, an e-commerce platform and the largest online seller of Suspension Lift Systems. Sugar Auto Parts is the first automotive-specific multi-seller online marketplace. For more information, visit www.applifedig.com
FORWARD-LOOKING STATEMENTS
This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, our plans, strategies, and prospects -- both business and financial. Although we believe that our plans, intentions, and expectations reflected in or suggested by these forward-looking statements are reasonable, we cannot assure you that we will achieve or realize these plans, acquisitions, intentions, or expectations. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. Many of the forward-looking statements contained in this news release may be identified by the use of forward-looking words such as "believe," "expect," "anticipate," "should," "planned," "will," "may," "intend," "estimated," and "potential," among others. Important factors that could cause actual results to differ materially from the forward-looking statements we make in this news release include market conditions and those set forth in reports or documents that we file from time to time with the United States Securities and Exchange Commission. All forward-looking statements attributable to APPlife Digital Solutions, Inc. or a person acting on its behalf are expressly qualified in their entirety by this cautionary language.
Source: AppLife Digital Solutions, Inc.
Contact Information:
APPlife Digital Solutions
Investor Relations
Tel: (805) 500-3205
Email: [email protected]
PCG Advisory, Inc.
Jeff Ramson, CEO
[email protected]