Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - NewBridge Global Ventures, Inc. | nbft_ex99z1.htm |
| EX-10.2 - EXHIBIT 10.2 - NewBridge Global Ventures, Inc. | nbft_ex10z2.htm |
| EX-10.1 - EXHIBIT 10.1 - NewBridge Global Ventures, Inc. | nbft_ex10z1.htm |
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): February 6, 2018
NEWBRIDGE GLOBAL VENTURES, INC.
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
Delaware |
| 0-11730 |
| 84-1089377 |
(State or Other Jurisdiction |
| (Commission |
| (IRS Employer |
626 East 1820 North
Orem, UT 84097
(Address of Principal Executive Offices)
801-362-2115
(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 (see General Instruction A.2. below):
o |
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
| |
o |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
| |
o |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
| |
o |
| 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.
Private Placement
On February 6, 2018, New Bridge Global Ventures, Inc. (the “Company”) entered into an Equity Financing Agreement (“Financing Agreement”) with GHS Investments, LLC (“GHS”), whereby GHS agreed to purchase, through puts made from time to time by the Company, up to $2,000,000 worth of the shares (“Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). In accordance with the terms of the Financing Agreement and the Registration Rights Agreement dated February 6, 2018 between the Company and GHS (“Registration Agreement”), the Company is required to register the Shares on Form S-1 with the Securities and Exchange Commission (“SEC”) as a condition precedent to GHS’s obligation to close on the purchase of the Shares.
A form of the Financing Agreement and Registration Agreement are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K.
Item 8.01 Other Events.
On February 8, 2018, the Company issued a press release announcing the purchase of the Shares. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 |
| Financial Statements and Exhibits. |
Exhibits. The following exhibits are being filed herewith:
Exhibit Number
10.1
10.2
99.1 |
|
|
Description of Exhibits
Registration Rights Agreement.
Press Release issued February 12, 2018
|
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, on the 12th day of February, 2018.
|
|
|
|
|
| NEWBRIDGE GLOBAL VENTURES, INC.
|
| ||
| By: | /s/ Mark T. Mersman |
| |
|
| Name: | Mark T. Mersman |
|
|
| Title: | Chief Executive Officer |
|
| ||||
Exhibit Index to Current Report on Form 8-K
Exhibit Number
10.1 10.2 99.1 |
|
|
Description of Exhibits
Equity Financing Agreement Registration Rights Agreement Press Release
|
|
|
|
|