APPlife Digital Solutions, Inc. entered into a Securities Purchase Agreement with 104, LLC on October 22, 2026. Under the agreement, the Company issued a convertible promissory note to the Investor with a principal amount of $60,000. The purchase price for the note was $54,000, which included an original issue discount of $6,000. The Investor funded the purchase price on October 26, 2026, and the transaction closed on that date.
The Company received net proceeds of $46,720 after the Investor withheld $3,500 for legal fees and paid $3,780 to Craft Capital Management LLC. The Company intends to use these funds for business development and general working capital. The note matures on October 22, 2027, and carries a one-time interest charge of 12% of the principal amount, or $7,200, which was earned in full on the issue date. Any unpaid amounts bear default interest at the lesser of 16% per annum or the maximum rate permitted by law.
The note is an unsecured obligation of the Company. The Investor may convert all or any portion of the outstanding principal and interest into shares of the Company’s common stock 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. The conversion price is subject to reduction if the 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. In such cases, the conversion price would be reduced to 50%.
The Company has instructed its transfer agent to reserve 1,750,000 shares of common stock for issuance upon conversion. The Company has agreed to maintain a reserve equal to three times the number of shares issuable on full conversion. Additionally, the Company filed a preliminary information statement on Schedule 14C on October 20, 2026, relating to an increase in its authorized common stock from 20,000,000 to 990,000,000 shares.
The note contains customary events of default, including failure to pay principal or interest when due or failure to deliver conversion shares. 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 note was 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.
