Current Report Filing (8-k)
December 14 2017 - 3:23PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Act of 1934
December
6, 2017
(Date
of earliest event Reported)
NEXT
GROUP HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Florida
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333-148987
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20-3537265
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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1111
Brickell Avenue, Suite 2200, Miami, FL, 33131
(Address of principal executive offices)
Registrant's
telephone number, including area code: (800) 611-3622
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
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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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 ☐
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. ☐
NOTE
ABOUT FORWARD LOOKING STATEMENTS
Most
of the matters discussed within this report include forward-looking statements on our current expectations and projections about
future events. In some cases you can identify forward-looking statements by terminology such as “may,” “should,”
“potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations,
and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond
our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking
statements. Such risks and uncertainties include the risks noted under “Item 1A Risk Factors.” We undertake no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
Item 1.01
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Entry into a Definitive Material Agreement.
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On
December 6, 2017, Next Group Holdings Inc. (“NXGH” or the “Company”) has completed its acquisition of
51% of SDI NEXT Distribution LLC, previously announced August 24, 2017 as a Letter of Intent with Fisk Holdings, LLC. As Managing
Member of the newly formed LLC, Next Group Holdings, Inc. will contribute a total of $500,000, to be paid per an agreed-upon schedule
over a twelve-month period beginning December 2017. Fisk Holdings, LLC will contribute 30,000 (thirty thousand) active Point of
Sale locations for distribution of retail telecommunications and prepaid financial products and services to include, but not be
limited to: prepaid general purpose reload cards, prepaid gift cards, prepaid money transfer, prepaid utility payments, and other
prepaid products. The completed acquisition consists of an established distribution business for third-party gift cards, mobile
top up, financial services and content, which presently includes more than 30,000 U.S. retail locations, including store locations,
convenience stores, bodegas, store fronts, etc. The Company's 51% stake in SDI NEXT also provides distribution for the Company's
recently announced CUENTAS and MIO virtual mobile banking solutions aimed at unbanked, underbanked and financially underserved
consumers, making them available to customers at the more than 30,000 retail locations SDI presently serves.
Item
9.01
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Financial
Statements and Exhibits
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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: December 14, 2017
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NEXT GROUP HOLDINGS, INC.
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By:
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/s/ Arik Maimon
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Arik Maimon
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Chief Executive Officer
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By:
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/s/ Michael De Prado
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Michael De Prado
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President & COO
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2
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