UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 21, 2018
BLACK RIDGE OIL & GAS, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53952 | 27-2345075 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
110 North 5th Street, Suite 410
Minneapolis, MN 55403
(Address of principal executive offices)
(Zip Code)
Registrant’s telephone number, including area code: (952) 426-1241
______________________________________
(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:
| 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company o
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. o
INFORMATION TO BE INCLUDED IN THE REPORT
Item 1.01. Entry into a Material Definitive Agreement.
On August 21, 2018, Black Ridge Oil & Gas, Inc. (the “Company”) entered into an agreement to modify the terms of the Settlement Agreement and Release entered into as of September 27, 2012 between the Company, Peerless Media, Ltd. (“Peerless”) and ElectraWorks, Ltd. (“ElectraWorks”). The agreement provides that upon receipt by the Company of $2,250,000 USD on or before August 31, 2018, the Company agrees to terminate its rights to any additional payments under the Settlement Agreement. The Company will retain net proceeds of $2,137,500 after making a payment of $112,500 related to outstanding obligations that were contingent on receipt of the settlement proceeds.
This summary is qualified in its entirety by reference to the terms of the Agreement which will be filed as exhibits to the Company's Form 10-Q for the period in which the Agreement was executed.
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.
| BLACK RIDGE OIL & GAS, INC. | ||
| By: | /s/ James Moe | |
| James Moe | ||
| Chief Financial Officer | ||
| Date: August 23, 2018 | ||