Case 3:21-cv-00767-L-SBC Document 91 Filed 05/03/24 PageID.

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1 Sean T. Prosser (SBN 163903)

stprosser@mintz.com
2 Jennifer Y. Kim (SBN 318804)
jkim@mintz.com
3 MINTZ LEVIN COHN FERRIS GLOVSKY AND POPEO PC
3580 Carmel Mountain Road, Suite 300
4 San Diego, CA 92130
Telephone: (858) 314-1500
5 Facsimile: (858) 314-1501
6 Attorneys for Defendant
LGH INVESTMENTS, LLC
7
Shawn Leo, Esq. (321420)
8 LEO LAW OFFICE, APLC
9 503 N. Highway 101, Suite B
Solana Beach, CA 92075
10
Tel: (858) 284-0660
11 Email: Sleo@theleolawoffice.com
12
Attorneys for Plaintiff Social Life
13 Network, Inc.
14
[Additional Counsel on Signature Page]
15
UNITED STATES DISTRICT COURT
16
SOUTHERN DISTRICT OF CALIFORNIA
17

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SOCIAL LIFE NETWORK, INC., Case No. 3:21-cv-00767-L-SBC
19
Plaintiff, JOINT STATEMENT OF
20 UNDISPUTED FACTS IN SUPPORT
v. OF DEFENDANT LGH
21 INVESTMENTS’ MOTION FOR
LGH INVESTMENTS, LLC and LUCAS PARTIAL SUMMARY JUDGMENT
22 HOPPEL, AND PLAINTIFF SOCIAL LIFE’S
CROSS-MOTION FOR PARTIAL
23 Defendants. SUMMARY JUDGMENT
24
Hon. Judge M. James Lorenz
25
Magistrate Judge Steve B. Chu
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1 Plaintiff Social Life Network, Inc. (“Social Life”) and Defendant LGH
2 Investments, LLC (“LGH”) (collectively, “the Parties”), by and through their
3 attorneys of record, hereby submit this Joint Statement of Undisputed Facts in
4 support of LGH’s Motion for Partial Summary Judgment (ECF No. 82) and Social
5 Life’s Cross-Motion for Partial Summary Judgment (ECF No. 87).
6

7 No. Undisputed Facts Supporting Evidence

8 1. Social Life is a technology company that ECF No. 35 at ¶ 12; ECF
9 licenses software. No. 77.
10 2. Social Life’s shares are publicly traded on the ECF No. 35 at ¶ 14; ECF
11 over-the-counter (OTC) markets. No. 77.
12 3. In April 2019, Social Life was in a difficult ECF No. 35 at ¶ 26; ECF
13 financial situation and needed money to No. 57 at 1249-50; ECF
14 continue its business operations and No. 77.
15 marketing.
16 4. Social Life at the time was “in the early stages ECF No. 82-3 (Social Life
17 of [its] business,” “required to fund growth Form 10-K filed Mar. 15,
18 from financing activities,” and faced a 2019), at 31; ECF No. 35
19 “significant risk that [it would] be unable to at ¶ 26.
20 raise such financings at all.”
21 5. Social Life hired J.H. Darbie & Co. ECF No. 35 at ¶¶ 26-29,
22 (“Darbie”) to connect Social Life with 34; ECF No. 77.
23 potential lenders.
24 6. Social Life and LGH entered into a “financing ECF No. 77 at 2, line 12 &
25 transaction” (the “Agreement”). The Court at 4, line 27.
26 previously concluded that the Agreement
27 constituted a loan.
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1 7. The Agreement was entered into by Social ECF No. 35-2; ECF No.
2 Life and LGH, and effective, on April 11, 77.
3 2019.
4 8. Under the Agreement, LGH lent $100,000 to ECF No. 35 at ¶¶ 59-62;
5 Social Life in exchange for: (1) a Convertible ECF Nos. 35-2, 35-3, 35-
6 Promissory Note (the “Convertible Note”) for 4; ECF No. 77.
7 $110,000 plus 7% interest, payable in seven
8 months, with the note allowing LGH to elect
9 to receive payment in stock at a price of $0.15
10 instead of receiving cash at the time of
11 maturity; (2) 150,000 shares of Social Life’s
12 restricted common shares (“Inducement
13 Shares”), and; (3) a 5-year warrant to
14 purchase 412,500 shares of Social Life’s
15 common stock at a strike price of $0.20 for an
16 aggregate exercise amount of $82,500
17 (“Warrant”). The Convertible Note,
18 Inducement Shares, and Warrant were
19 consideration granted by Social Life to LGH
20 in exchange for the $100,000 loan.
21 9. LGH drafted the Agreement, including the 78 at ¶ 54; ECF 45 at 9;
22 Warrant. ECF 42-1 at 1, 4, 22; ECF
23 28-1 at 22.
24 10. The Warrant contained an anti-dilution or ECF No. 35-4, at 5-6; ECF
25 “most favored nations” clause, which stated No. 77.
26 that if Social Life offered stock to other
27 parties at a lower price than LGH’s strike
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1 price, the strike price for LGH would be

2 lowered to the lowest offered price, and the
3 number of shares would increase such that the
4 aggregate exercise amount would remain
5 $82,500.
6 11. At the time of the transaction on April 11, ECF No. 35 at ¶ 61; ECF
7 2019, Social Life’s stock was trading at No. 77 at 2.
8 $0.145 per share.
9 12. When the parties executed the Agreement, ECF No. 82-4 (Social Life
10 Social Life had around 127 million shares of Form 10-Q filed May 3,
11 common stock outstanding. 2019) at 1834.
12 13. The Convertible Note obligated Social Life to ECF No. 77 at 2, lines 13-
13 pay back LGH $110,000 (the $100,000 loaned 16; ECF No. 77 at 5 lines
14 amount plus a $10,000 charge that was an 6-10.
15 “original issue discount”) plus 7% interest
16 (not annualized) due in seven months, with
17 the Note allowing LGH to elect to receive
18 payment in stock at a price of $0.15 instead of
19 receiving cash at the time of maturity.
20 14. The Court previously found that the ECF No. 77, at 5, lines 15-
21 annualized interest rate for the Convertible 16.
22 Note alone equals 29.54%.
23 15. On April 11, 2019 LGH sent the $100,000 Wire receipt, submitted
24 payment, by wiring $92,000 to Social Life into evidence if necessary.
25 and $8,000 to Darbie.
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1 16. Social Life issued the Convertible Note, ECF No. 35, at ¶¶ 61, 64;
2 Warrant, Inducement Shares to LGH on April ECF Nos. 35-2, 35-4; ECF
3 11, 2019. No. 35-2, at 493; ECF No.
4 77.
5 17. The 150,000 Inducement Shares were newly ECF No. 35-2.
6 issued and restricted from sale unless
7 registered with the SEC or subject to an
8 exemption from registration.
9 18. Under the Agreement, Social Life was ECF No. 35-3 at 502, ¶
10 2(a)(x).
obligated to “meet all requirements to satisfy
11 the availability of Rule 144” exemption from
12 registration, to facilitate LGH’s acquisition of
13 freely-trading stock after the six-month
14 holding period under Rule 144. This
15 obligation applied to the Inducement Shares,
16 any shares acquired from the Convertible Note
17 upon conversion, and any shares obtained
18 through a potential exercise of the Warrant.
19
20
19. Social Life was obligated by the Agreement to ECF 35-2 at 493, ¶ 1.2.

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deliver to LGH “true up” shares if the share

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price of the Inducement Shares declined prior

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to LGH’s removal of the restrictive legend. A

24 “true up” ensures a minimum value.

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20. LGH submitted a “true-up” notice to Social ECF No. 87-1.
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Life on October 16, 2019, wherein LGH
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1 assigned the Inducement Shares a value of

2 $23,175 on the closing date.
3
21. The Warrant was issued on April 11, 2019, ECF No. 35-4; ECF No.
4
and granted LGH a 5-year right to purchase 35 at ¶ 64; ECF No. 77.
5
up to 412,500 shares of stock at a price of
6
$0.20 per share at a time when Social Life’s
7
stock was trading at $0.145.
8
22. On November 11, 2019, the date of maturity ECF No. 35 at ¶ 63; ECF
9
for the Convertible Note, Social Life paid No. 77, at 2.
10
LGH $117,700 in cash. The 5-year Warrant
11
remained outstanding.
12
23. Between November 14, 2019 and May 24, ECF Nos. 42-10, 42-11,
13
2021, Social Life issued billions of shares to 42-12, 42-13, 42-14.
14
other investors at up to 99.95% discount to the
15
LGH Warrant’s strike price.
16
24. Social Life had 141,092,858 common stock ECF No. 42-11 (Social
17
shares outstanding as of November 14, 2019. Life Form 10-Q filed Nov.
18
14, 2019).
19
20
25. Social Life had 1,156,784,061 common stock ECF No. 42-10 (Social

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shares outstanding as of June 29, 2020. Life Form 10-Q filed June

22
29, 2019).

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26. Social Life had 2,621,735,483 common stock ECF No. 42-12 (Social

24
shares outstanding as of August 14, 2020. Life’s Form 10-Q filed

25
August 14, 2020).

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1 27. Social Life had 3,456,183,888 common stock ECF No. 42-13 (Social
2 shares outstanding as of November 16, 2020. Life Form 10-Q filed Nov.
3 16, 2020).
4 28. Social Life had 7,675,367,467 common stock ECF No. 42-14 (Social
5 shares outstanding as of May 24, 2021. Life Form 10-Q filed May
6 26, 2021).
7 29. From December 7, 2020 to April 6, 2021, ECF No. 35 at ¶¶ 77-83;
8 LGH exercised its rights under the Warrant by ECF No. 77, ECF No. 78
9 submitting a notice of exercise for the warrant at ¶¶ 77-83.
10 shares.
11 30. From December 7, 2020 to April 6, 2021 ECF No. 78, ¶¶77-83.
12 Warrant exercises, LGH acquired a total of
13 811,911,013 shares of Social Life stock.
14 31. In response to LGH’s April 6, 2021 exercise, ECF No. 59-4 (full text of
15 securities counsel for Social Life Fred Lehrer the referenced letter).
16 sent LGH a letter alleging that LGH had acted
17 unlawfully and demanding withdrawal of the
18 exercise and return of the Warrant Shares
19 previously conveyed.
20 32. LGH’s litigation counsel responded with its ECF No. 59-13 (full text of
21 own letter, dated April 16, 2021, wherein it the referenced letter).
22 rejected Social Life’s allegations and
23 demanded that Social Life honor the terms of
24 the Agreement.
25 33. Thereafter Social Life delivered to LGH the ECF No. 78 at ¶ 83.
26 Warrant stock from LGH’s April 6, 2021
27 exercise.
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1 34. On April 19, 2021, Social Life filed this ECF No. 1.
2 lawsuit.
3

4 Dated: May 3, 2024 MINTZ LEVIN COHN FERRIS GLOVSKY

AND POPEO PC
5

7 By s/ Sean T. Prosser
Sean T. Prosser
8
3580 Carmel Mountain Road, Suite 300,
9 San Diego, California 92130
10 Telephone: (858) 314-2152
Facsimile: (858) 314-1501
11 Email: STProsser@mintz.com
12
Attorneys for Defendant LGH
13 INVESTMENTS, LLC

14

15
Dated: May 3, 2024
16 By s/ Shawn Leo
Shawn Leo
17 LEO LAW OFFICE APLC
503 N Highway 101, Suite B
18 Solana Beach, CA 92075
Email: Sleo@theleolawoffice.com
19
THE BASILE LAW FIRM P.C.
20 Marjorie Santelli, Esq. (pro hac vice)
Mark R. Basile, Esq. (pro hac vice)
21 Eric J. Benzenberg, Esq. (pro hac vice)
390 N. Broadway, Ste. 140
22 Jericho, NY 11753
23 Attorneys for Plaintiff SOCIAL LIFE
NETWORK, INC.
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1 SIGNATURE CERTIFICATION
2 Pursuant to Section 2(f)(4) of the Electronic Case Filing Administrative Policies
3 and Procedures Manual, I hereby certify that the content of this document is acceptable
4 to Shawn Leo, counsel for Plaintiff Social Life Network, Inc, and that I have obtained
5 Mr. Leo’s authorization to affix their electronic signature to this document.
6 By: _/s/ Sean T. Prosser________________
7 Sean T. Prosser

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1 CERTIFICATE OF SERVICE
2 I hereby certify that on May 3, 2024, a true and correct copy of the above-
3 referenced was filed electronically pursuant to Civ. LR 504 using the Court’s CM/ECF
4 system, which shall send notifications of such filing to all counsel of record. Any
5 counsel of record who has not consented to electronic service through the Court’s
6 CM/ECF system will be served by electronic mail.
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8 By: _/s/ Sean T. Prosser________________

9 Sean T. Prosser

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