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): December 1, 2021 

 

DIGITAL LOCATIONS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54817

 

20-5451302

(State or other jurisdiction of
incorporation or organization)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

3700 State Street, Suite 350, Santa

Santa Barbara, CA

 

93105

(Address of Principal Executive Offices)

 

(Zip Code)

 

(805) 456-7000

(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

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act

 

 

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:

 

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(a) Resignation of Chairman and Appointment of new Chairman of the Board of Directors

 

On December 1, 2021, Mr. Byron Elton resigned as the Chairman of the Board of Directors (the “Board”) of Digital Locations, Inc. (the “Company”). Following his resignation as Chairman, Mr. Elton will continue to serve as a director of the Board and as a member of the Board’s Audit Committee, Compensation Committee and Nominating Committee.

 

(b) Resignation of Chief Executive Officer

 

On December 1, 2021, Mr. William E. Beifuss, Jr. (“Mr. Beifuss”) resigned from his position as Chief Executive Officer of Digital Locations, Inc. (the “Company”). Mr. Beifuss will continue to serve as the Company’s President, Acting Chief Financial Officer and Secretary.

 

(c) Appointment of New Chief Executive Officer

 

On December 1, 2021, the Company’s Board of Directors appointed Mr. Rich Berliner (“Mr. Berliner”) as the Chief Executive Officer of the Company, effective December 1, 2021.

 

Mr. Berliner is 68 years old and has been Chairman and Chief Executive Officer of Fifth Gen Media, Inc., a marketing and publishing company, owned by Mr. Berliner, since 2016. Mr. Berliner’s previously served as Chief Executive Officer of a wireless construction company, Redwing Electric from 2012 through 2015, which was later sold to an investor group. Mr. Berliner did a one year consulting project for the Swedish equipment manufacturer Ericsson in 2011. Mr. Berliner was the Founder, Chairman and CEO of Berliner Communications or BCI (BCI) which he founded in 1995, which subsequently merged with another firm in 2010. Mr. Berliner handled the firm’s quarterly earnings calls and the annual meetings in his role as Chairman. Mr. Berliner currently serves on the Board of Directors of AIADvertising, Inc. (OTC: AIAD). Mr. Berliner graduated from Rutgers with a BA in Business in 1975. He is a Fellow in the Radio Club of America and was elected in 2004. None of the entities where Mr. Berliner was previously or currently employed is now, or at any time ever was, a parent, subsidiary or other affiliate of the Company.

 

Mr. Berliner was not a party to any arrangement or understanding with any other person(s) pursuant to which he was selected as an officer of the Company. There is no family relationship between Mr. Berliner and any of our other officers and directors.

 

(d) Appointment of New Chairman and Appointment of Director

 

On December 1, 2021, the Board elected Mr. Beifuss as Chairman of the Board of Directors.

 

Also, on December 1, 2021, Mr. Rich Berliner was appointed as a member of the Board. The information included in paragraph (c) herein is incorporated by reference to this paragraph (d) as it relates to Mr. Berliner’s business experience and the specific experience, qualifications, attributes or skills that led to the conclusion that he should serve as a director of the Board.

 

 
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(e) Entry into Material Compensatory Plan, Contract or Arrangement

 

The Company entered into an independent contractor agreement (the “Independent Contractor Agreement”) on December 1, 2021 (the “Effective Date”), pursuant to which Mr. Berliner will serve as the Chief Executive Officer of the Company, for an initial term of six (6) months subject to automatic renewal for six (6) months unless terminated by the Company or Mr. Berliner. Mr. Berliner will receive a base salary of twenty thousand dollars ($20,000) per month, annualized at two hundred forty thousand dollars ($240,000), paid in equal installments twice each month. After one (1) year of service, Mr. Berliner will be eligible to receive severance equal to three (3) months of base compensation.

 

Further, pursuant to the Independent Contractor Agreement, the Company entered into a non-qualified stock option agreement (the “Option Agreement”), whereby, on December 1, 2021 (the “Option Grant Date”), the Company granted to Mr. Berliner non-qualified stock options (the “Options”) to acquire up to five hundred and four million (504,000,000) shares of the Company’s Common Stock as compensation under the Independent Contractor Agreement. Pursuant to the Option Agreement, the Options will expire on the tenth (10th) anniversary of the Option Grant Date. Further, the Options shall vest over a thirty-six (36)-month period from the Option Grant Date, with a six-month cliff where zero options shall vest during the first six (6) months, then eighty-four million (84,000,000) Options shall vest at the end of month six (6), then fourteen million (14,000,000) Options shall vest at the end of each month from the end of the month seven (7) through the end of month thirty-six (36). Notwithstanding anything in the Option Agreement, one hundred percent (100%) of the Options shall vest upon a sale of the company, as defined in the Option Agreement. If Mr. Berliner’s service is terminated for Cause (as defined in the Option Agreement), the Options (whether vested or unvested) shall immediately terminate and cease to be exercisable.

 

The foregoing description of the principal terms of the Independent Contractor Agreement and the Option Agreement is a general description only, and does not purport to be complete, and is qualified in its entirety by reference to the terms of the Independent Contractor Agreement, attached hereto as Exhibit 99.2, and the Option Agreement, attached hereto as Exhibit 99.3.

 

Item 9.01. Financial Statements and Exhibits. 

 

(d) Exhibits.

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

99.1

Letter of Resignation from William E. Beifuss, Jr. to Digital Locations, Inc., dated December 1, 2021

99.2

Independent Contractor Agreement, by and between Rich Berliner and Digital Locations, Inc., dated December 1, 2021.

99.3

Non-Qualified Stock Option Award Agreement between Digital Locations, Inc. and Rich Berliner, dated December 1, 2021.

99.4

Press Release Announcing Appointment of Rich Berliner dated December 6, 2021.

 

 
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SIGNATURES

 

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 thereunto duly authorized.

 

 

DIGITAL LOCATIONS, INC.

 

 

 

 

 

Date: December 7, 2021

By:

/s/ Rich Berliner

 

 

Name:

Rich Berliner

 

 

Title:

Chief Executive Officer

 

 

 
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EXHIBIT 99.1

 

RESIGNATION

 

Digital Locations, Inc.

3700 State Street, Suite 350

Santa Barbara, California 93105

 

December 1, 2021

 

Ladies and Gentlemen:

 

I, William E. Beifuss, Jr., hereby resign from my position as chief executive officer, of Digital Locations, Inc., a Nevada corporation (the “Company”), including all rights, authority and power conferred thereunder effective as of the date hereof (the “Effective Date”). I hereby relinquish all power and authority conferred on me by such office as of the Effective Date. This resignation shall be effective without the need for acceptance or any further action by the Company.

  

 

 

William E. Beifuss, Jr.

 EXHIBIT 99.2

 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

EXHIBIT 99.3

 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

 

 

 
 

 

EXHIBIT 99.4

 

Digital Locations Names Industry Executive as New CEO

 

Rich Berliner will lead the Company in its efforts to dramatically increase its nationwide 5G small cell site footprint

 

SANTA BARBARA, CA – December 6, 2021 – Digital Locations, Inc. (DLOC), the leading aggregator and marketplace for 5G small cell sites, today announced that Rich Berliner, an experienced industry executive, has joined the Company as its new CEO. Mr. Berliner will lead the Company in its efforts to dramatically increase its nationwide 5G small cell site footprint.

 

Mr. Berliner previously served as Chairman and CEO of Fifth Gen Media, Inc., a marketing and publishing company, owned by Mr. Berliner since 2016. From 2012-2015, he served as CEO of Redwing Electric, a wireless construction company, which was later sold to an investor group. In 2011, Mr. Berliner completed a one-year consulting project for the Swedish equipment manufacturer Ericsson. In 1995, Mr. Berliner founded Berliner Communications (BCI) and served as Chairman and CEO, which merged with another firm in 2010. He was responsible for that firm’s quarterly earnings calls and the annual meetings in his role as Chairman. Mr. Berliner graduated from Rutgers with a BA in Business in 1975. He is a Fellow in the Radio Club of America and was elected in 2004.

 

“Signing Rich Berliner to lead Digital Locations is a major coup,” said Bill Beifuss, the Company’s President. “Rich not only has the industry experience we need, but success seems to follow him wherever he goes.”

 

Mr. Berliner commented, “I am very excited about this opportunity to build on the Company’s base of more than 110,000 pre-qualified wireless cell sites. Our plan is to accelerate our efforts to aggregate available 5G locations nationwide. By adding more key sites, we will be in position to attract a major wireless carrier.”

 

Digital Locations recently announced the issuance of its patent that covers a system and method for identifying wireless communications assets through its web-based software. This includes the ability for users to define geographical search areas on a map and to display wireless communications assets within pre-defined geographic areas. Among other claims, the patent also covers the method whereby physical distance from potential wireless communications assets to potential fiber backhauls are displayed.

 

About Digital Locations, Inc.

 

Digital Locations, Inc., is the leading aggregator and marketplace for 5G small cell sites. 5G wireless networks are expected to be 100 times faster than current 4G LTE networks. This will enable global scale killer applications such as self-driving cars, the Internet of things (IOT), mobile streaming of 4K videos, real-time hologram-based collaboration, and lag-free high-definition gaming. To realize this vision, many new 5G antennas are needed because high frequency 5G signals cannot travel farther than 100 meters. It is estimated that more than 1 million new 5G cell towers must be added in the United States alone. We currently have rights to more than 110,000 pre-qualified wireless cell sites that can be developed to help meet the demands of 5G networks. Using our patented software system, network operators such as Verizon, AT&T and T-Mobile Sprint can easily contract with site owners all over the U.S, to quickly build out their wireless networks. Our goal is to continue to acquire the rights to more sites and become a “landlord” of tomorrow’s wireless communications assets.

 

To learn more about Digital Locations please visit www.digitallocations.com

 

Safe Harbor Statement

 

Matters discussed in this press release contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in this press release, the words "anticipate," "believe," "estimate," "may," "intend," "expect" and similar expressions identify such forward-looking statements. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained herein, and while expected, there is no guarantee that we will attain the aforementioned anticipated developmental milestones. These forward-looking statements are based largely on the expectations of the Company and are subject to a number of risks and uncertainties. These include, but are not limited to, risks and uncertainties associated with: the impact of economic, competitive and other factors affecting the Company and its operations, markets, product, and distributor performance, the impact on the national and local economies resulting from terrorist actions, and U.S. actions subsequently; and other factors detailed in reports filed by the Company.

 

Press Contact:

communications@digitallocations.com

(805) 456-7000