UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 25, 2012
BLACK RIDGE OIL & GAS, INC.
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation)
|(Commission File Number)
||(I.R.S. Employer Identification No.)|
|10275 Wayzata Boulevard, Suite 310, Minnetonka, Minnesota
|(Address of principal executive offices)
telephone number, including area code)
(Former name, former
address and former fiscal year, 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 CFR240.14d-2(b))
|£||Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
|£||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
|£||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
1.01. Entry into a Material Definitive Agreement.
On September 25, 2012, an amendment (the
“Plan Amendment”) to the 2012 Stock Incentive Plan of Black Ridge Oil & Gas, Inc. (the “Company”) became
effective. The Plan Amendment allows for the one-time re-pricing and re-granting of stock options for certain optionholders. The
Plan Amendment did not alter any other terms of the Plan. A copy of the Plan Amendment is attached to this Report as Exhibit 10.1.
Pursuant to the Plan Amendment, certain
officers and employees of the Company agreed to the cancellation of their current stock option agreements in exchange for new stock
option agreements. Under the new stock option agreements, each optionee’s original number of stock options remains the same.
The following Company executive officers were affected by the issuance of new stock option agreements: Kenneth DeCubellis, Chief
Executive Officer; and James Moe, Chief Financial Officer. Mr. DeCubellis and Mr. Moe, whose grants of 1,000,000 and 500,000 shares,
respectively, remain the same, will have a new exercise price of $0.27. These options will vest in five equal annual installments,
commencing one year from the date of grant on September 25, 2013, and continuing on the next four anniversaries thereof until fully
The foregoing description of the re-pricing
does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Stock Option Agreement,
a copy of which is filed as Exhibit 10.2 to this Report and is incorporated by reference herein.
Item 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
See Item 1.01 above which is incorporated
herein by reference.
Item 9.01. Financial Statements and Exhibits.
||Amendment of 2012 Stock Incentive Plan|
||Form of Stock Option Agreement|
Pursuant to the requirements of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
BLACK RIDGE OIL & GAS, INC.
/s/ James Moe,
Chief Financial Officer
James Moe, Chief Financial