LGBTQ Loyalty Holdings Inc (LFAP)

[DFLY]

Re: Acquisition 8k..Item 8.01 Other Events



On June 1, 2017 we entered into a Letter of Intent (“LOI”) with Gents Group, Inc. (“Gents”), a men’s lifestyle and fashion company, regarding our prospective purchase of substantially all of Gents’ operating assets and certain liabilities (up to $150,000) in exchange for up to 10,000,000 shares of our common stock. The number of shares of our common stock to be issued would be based upon the agreed to value of the assets being acquired as determined at closing.



As part of the transaction, we would enter into a 4-year employment agreement with Gents’ managing partner, Ryan Fishoff, who would become our Chief Executive Officer (“CEO”). Robert Gayman, our present CEO, would continue with us in his present capacity as Chairman of our Board of Directors and as an employee and Lawrence Roan, a current director and employee, would continue with us in the same capacities as well.



The LOI has a 45-day term which is subject to a mutual cancellation and extension option. The term, as such may be extended, is subject to a corresponding exclusivity period during which Gents may not approach or enter into similar discussions with alternative buyers.



The LOI, with the exception of the exclusivity provision, is non-binding. Neither party is obligated to proceed with the proposed transaction or under the proposed terms. The LOI solely represents an indication of interest. Legally binding obligations with respect to the proposed transaction will only arise upon the completion of due diligence and execution of definitive agreements. Accordingly, no assurance can be given as to the completion of the asset acquisition or, if completed, the final terms thereof.











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 hereunto duly authorized.





LifeApps Brands Inc.

Date: June 8, 2017 By: /s/Robert Gayman
Name: Robert Gayman
Title: Chief Executive Officer