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): May 716, 2024

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.)

1117 State Street, Santa Barbara, CA		93101
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: None.

Title of each class Trading Symbol(s) Name of each exchange on which registered Common DLOC OTC Pink

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 71.01. ~~Regulation~~Entry FDinto ~~Disclosure~~Definitive Material Agreement.

On May 716, 2024, Digital Locations, Inc. (the “Company”) ~~issued~~entered aan ~~press~~Amendment ~~release~~#1 to the Agreement Between Digital Locations, Inc. Aand ~~copy~~The Florida International University Board of Trustees (the ~~press~~“Agreement”) ~~release~~to isamend ~~attached~~certain ~~hereto~~terms of its earlier agreement dated June 6, 2023 to conduct the work related to the project entitled “Direct Satellite to Smartphone Communications” (hereinafter, the “Project”). The Agreement specifically extends the Period of Performance to December 31, 2025, amends the Statement of Work and the Allocation of Funds for the Project as ~~Exhibit~~set 99forth in the Agreement.1.

~~Exhibit~~Item 999.~~1 contains forward-looking statements~~01. ~~These~~Financial ~~forward-looking~~Statements ~~statements are not guarantees of future performance~~ and ~~involve risks, uncertainties and assumptions that are difficult to predict~~Exhibits. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

The information set forth under this Item 7.01, including Exhibit 99.1, is being furnished and, as a result, such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (~~the “Exchange Act”~~d), or otherwise subject to the liabilities of such Section, nor shall such information be deemed incorporated by reference in 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 filingExhibits.

~~Item~~The ~~9.01~~exhibits ~~Exhibits~~listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

99.1	Press Release dated May 7, 2024
10.1		Amendment #1 to the Agreement Between Digital Locations Inc. and The Florida International University Board of Trustees dated May 16, 2024*
104	~~Cover Page Interactive Data File (embedded within the Inline XBRL Document)~~	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

* Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any Attachment or Exhibit so furnished.

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: May 8, 2024	By:	/s/ Rich Berliner
Date: May 22, 2024	By:	/s/ Rich Berliner
	Name:	Rich Berliner
	Title:	Chief Executive Officer

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