AppLife Digital Solutions, Inc. filed a Form 8-K on October 30, 2026, disclosing that on October 22, 2026, it entered into a Securities Purchase Agreement with 104, LLC and issued a $60,000 convertible promissory note, with the transaction closing on October 26, 2026.

Key Highlights

  • Principal and proceeds: The note carries a principal amount of $60,000 (including a $6,000 original issue discount) sold for a purchase price of $54,000; after deductions, the company received net proceeds of $46,720.
  • Interest and maturity: A one-time interest charge of 12% of principal ($7,200) was earned in full on the issue date, and the note matures on October 22, 2027.
  • Variable conversion price: The investor may convert at 65% of the lowest traded price over the 20 preceding trading days, which may be reduced to 50% if specified average daily dollar trading volume thresholds are not met in December 2026 or March 2027.
  • Beneficial ownership cap: The investor may not convert to the extent it would beneficially own more than 4.99% of outstanding common stock, with an option to increase that limit to 9.99%.
  • Share reserve: The company has instructed its transfer agent to reserve 1,750,000 shares for potential conversion, with obligations to maintain a reserve equal to three times the shares issuable on full conversion.
  • Authorized share increase: On October 20, 2026, the company filed a preliminary information statement on Schedule 14C relating to an increase in authorized common stock from 20,000,000 to 990,000,000 shares.
  • Default penalty: Upon an event of default, the note becomes immediately due at 150% of the outstanding principal and interest, including default interest.

AppLife Digital Solutions Discloses Convertible Note Terms and Use of Proceeds

According to the filing, APPlife Digital Solutions, Inc. (Nevada) entered into a Securities Purchase Agreement with 104, LLC, a Nevada limited liability company described as the investor. The $60,000 principal amount of the convertible promissory note includes an original issue discount of $6,000, giving a purchase price of $54,000. 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 disclosed it received net proceeds of $46,720, which it "intends to use for business development and general working capital."

The note's conversion feature is variable, according to the filing. The investor may convert outstanding principal and interest into common stock at 65% of the lowest traded price during the 20 trading days immediately preceding the conversion date. The filing states that if the average daily dollar trading volume falls below $75,000 during four specified weekly periods in December 2026, or below $150,000 during four specified weekly periods in March 2027, the conversion rate drops to 50% from that point forward. The filing notes that "this reduction is a pricing adjustment only and is not an event of default." A $1,750 fee may be deducted from each conversion, and because the conversion price is variable, the filing states the number of shares issuable on conversion "is not presently determinable."

The filing also describes prepayment terms: 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 qualifying cash proceeds, the investor may require up to 20% of those proceeds to be applied toward repayment. The note and any shares issuable upon conversion were offered in a private transaction to an accredited investor in reliance on Section 4(a)(2) of the Securities Act of 1933 and/or Rule 506(b) of Regulation D. The filing was signed by Michael Hill, Chief Executive Officer.

What Was Disclosed

AppLife Digital Solutions disclosed entry into a $60,000 convertible promissory note agreement with 104, LLC dated October 22, 2026, detailing the note's interest, variable conversion price, share reserve obligations, prepayment options, and events of default, along with a pending authorized share increase.