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): ~~September~~January 15, ~~2022~~2023

Major League Football, Inc.

(Exact name of registrant as specified in its charter)

Delaware

000-51132

20-1568059

(State or other jurisdiction of

Incorporation or Organization)

(Commission File

Number)

(I.R.S. Employer

Identification No.)

15515 Lemon Fish Drive, Lakewood Ranch, FL		34202
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (847) 924-4332

______________________________________

(Former name or former address, if changed since last report)

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 (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 504 of the Securities Act of 1933 (§230.405 of this Chapter) or Rule 12b-25 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 17.01 – ~~Entry~~Regulation ~~into~~FD ~~a Material Definitive Agreement.~~Disclosure

~~From~~The ~~September~~Registrant 1,filed ~~2022~~a topress ~~September~~release 7dated January 5, ~~2022~~2023, providing financial and operational updates in advance of a planned 2023 football season. The update included approval of the Registrant’s ~~signed~~Form S-1 Registration Statement effective on December 28, 2022, related to two identical Common Stock Purchase Agreements, ~~whereby~~which allow the Registrant, subject to the terms and conditions set forth, ~~the~~to ~~Registrant will~~ sell to the two Investors up to a combined Five Million Dollars ($5,000,000) of registered common stock, $0.001 par value per share (the “Common Stock”). This ~~represents~~infusion aof ~~potential~~cash ~~$2,500,000~~will allow the Registrant to pay off certain obligations and continue our preparation for ~~each~~the ~~investor~~2023 season.

~~Subject to the satisfaction of all of the conditions set forth in the Agreement~~Additionally, the Registrant ~~shall~~announced ~~have~~being ~~the~~in ~~right,~~discussions ~~but~~with ~~not~~a ~~the~~major ~~obligation,~~TV network to ~~direct~~broadcast ~~the Investors~~games, bykey ~~its delivery to the Investors of a Purchase Notice from time to time~~coaches, tostaff ~~purchase~~and aexecutives ~~minimum~~remain ofcommitted ~~a combined fifty thousand dollars ($50,000)~~ and upare toworking adiligently ~~maximum~~on ~~of;~~preparations ~~(i)~~for ~~five~~our ~~hundred~~planned ~~thousand~~2023 ~~dollars ($500~~season,~~000),~~ orthe ~~(ii)~~move ~~one hundred and ten percent (110%)~~ of ~~the~~equipment ~~average~~used ~~daily~~in ~~volume traded for~~ the ~~Company’s~~previous ~~common~~football ~~stock~~camp ~~during~~in ~~the~~Mobile, ~~relevant~~Alabama, ~~Valuation Period (subject~~ to ~~adjustments~~a ~~for~~secured ~~stock~~Texas ~~splits,~~warehouse ~~dividends,~~ and ~~similar occurrences), subject to~~ the ~~Available~~plan ~~Amount.~~with ~~The Valuation Period is~~ the ~~five~~infusion ~~(5)~~of ~~consecutive Business Days immediately preceding, but not including~~ the ~~date~~Form aS-1 ~~Purchase~~funds ~~Notice~~to ismake ~~delivered.~~payments ~~The~~to ~~maturity~~trade ~~date~~creditors ofrelated to the ~~Agreement~~suspended is2022 ~~June~~football ~~30, 2023~~season.

~~The~~Finally, ~~Purchase Price is 75% of~~ the ~~lowest~~Registrant ~~traded~~announced ~~price~~that ~~of the Common Stock~~ during the ~~Valuation~~development ~~Period. The right~~ of the ~~Company to commence sales of the common stock is subject to the satisfaction that the Company~~Registrant’s ~~Form~~website, ~~S-1~~all ~~Registration~~of ~~Statement with~~ the ~~Securities~~most ~~and~~recent ~~Exchange~~filings, ~~Commission~~archived ~~(“SEC”)~~press ~~shall~~releases, ~~have~~stock ~~been~~data, ~~declared~~ and ~~remain effective by and with~~ the ~~SEC,~~opportunity ~~and no stop order with respect~~ to follow the ~~Registration~~Registrant ~~Statement shall be pending or threatened~~ by ~~the~~email ~~SEC.~~can ~~Both~~be ~~Common~~accessed ~~Stock~~at ~~Purchase Agreements include a one time $2,500 document processing fee upon the first funding.~~

Both Common Stock Purchase Agreements include the issuance of 31,250,000 shares of Common Stock (61,500,000 combined) with 7,812,500 each (15,625,000 combined) issued upon the execution of the Common Stock Purchase Agreements and 23,437,500 each (46,875,000 combined) issued upon an effective registration with the SEC of the Company’s Form S-1 Registration Statementmlfb. ~~Additionally, both Common Stock Purchase Agreements provide for the issuance of 83,333,333 warrants (166,666,666 combined) to purchase shares of Common Stock with an exercise price of $0~~pro.~~003 per share and a five (5) year exercise period.~~

A copy of the Registrant’s press release is attached.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is furnished herewith:

10.7	Common Stock Purchase Agreement dated August 31, 2022
10.7.1	Warrant to Purchase Common Stock dated August 31, 2022
10.8	Common Stock Purchase Agreement dated September 1, 2022
10.8.1	Warrant to purchase Common Stock dated September 1, 2022
99.1	Press Release issued by the Registrant on September 7, 2022

99.1

Press Release issued by the Registrant on January 5, 2023

SIGNATURES

Pursuant to the requirements of the Securities Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MAJOR LEAGUE FOOTBALL, INC.

By:

/s/Frank Murtha

Frank Murtha,

President and Chief Executive Officer

Dated: ~~September~~January 79, ~~2022~~2023

Filing Compare · MAJOR LEAGUE FOOTBALL INC