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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 reported event): June 5, 2017
NEWGIOCO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of principal executive offices)
+39 391 306 4134
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration under any of
the following provisions (see General Instruction A.2. below):
|_| 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))
Item 1.01 - Entry into a Material Definitive Agreement
On June 5, 2017 (the "Closing Date"), Newgioco Group, Inc. (the "Company")
closed a Subscription Agreement (the "Agreement") with a group of unaffiliated
accredited investors (the "Investors").
Under the Agreement, the Investors agreed to purchase up to 1,000 (US Dollar)
unsecured Debenture Units from us to raise up to $1,000,000 in gross proceeds.
On June 5, 2017, the Investors puchased 150 (CDN Dollar) units and the Company
issued Debentures for the total principal amount of CDN $150,000 (approx.
US $111,000)(the "Principal Amount") to the Investors.
Each Debenture Unit is comprised of (i) the issuance of CDN $1,000 of debentures
bearing interest at a rate of 10% per annum, with a minimum maturity period of
five (5) months to a maximum of two (2) years from the date of issuance,
(ii) 100 warrants which may be exercised at $1.00 per warrant to receive one
common share prior to June 5, 2019, and (iii) the whole or any part of the
principal amount of the Debenture plus any accrued and unpaid interest may be
converted into common shares of the Company at a fixed price of $1.50 per share
at any time up to June 5, 2019. The Debenture shall be designated as Debenture
Due June 5, 2019.
The Debentures are issued pursuant to an exemption from registration under
Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act")
and therefore are not registered under the Securities Act or the securities laws
of any state of the United States and cannot be offered, sold, pledged or
otherwise transferred or assigned in the United States or to a resident of the
United States unless an exemption from such registration requirements is
available. This Debenture has not been and will not be qualified for sale or
registered under the laws of any other jurisdiction and any transferee should
refer to the securities laws of any jurisdiction applicable to them.
The Company paid finders fees of CDN $7,500 to Dominick Inc. and legal fees of
CDN $2,500 to facilitate the transaction resulting in net proceeds of
CDN $140,000.
Dominick Inc. is a leading Canadian investment dealer with employees in Toronto,
Montreal & Calgary. The firm descends from one of the oldest, continuously
operating financial institutions in North America, New York based
Dominick & Dickerman. Operations commenced in Canada in 1929 and now include
Investment Banking & Advisory, Equity and Capital Markets, Institutional Sales
& Trading, and Private Client Wealth Management services.
A copy of the form of Agreement, Debenture, Warrant and Exercise Forms are filed
herewith as Exhibit 10.10 and are incorporated by reference into this Item 1.01
and 2.03 of this Current Report.
Item 2.03 - Creation of Direct Financial Obligation
The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference
Item 3.02 - Unregistered Sales of Equity Securities
The information set forth under Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference
We are relying on an exemption from the registration requirements of the
Securities Act for the private placement of our securities under the Purchase
Agreement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of
Regulation D promulgated thereunder. The transaction does not involve a public
offering. The investors are each an "accredited investor" and each investor has
access to information about us and their investment.
Item 9.01 - Financial Statements and Exhibits.
Exhibit
No. Description
10.10 Form of Subscription Document, Debenture, Warrant Certificate
and Exercise Forms dated June 5, 2017, between the
Company and the investors.
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.
DATED: June 6, 2017. Newgioco Group, Inc.
Per: /s/ Michele Ciavarella, B.Sc.
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Michele Ciavarella
Chairman of the Board
Chief Executive Office
