Current Report Filing (8-k)
May 23 2019 - 4:02PM
Edgar (US Regulatory)
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): May 23, 2019
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))
|
Securities registered pursuant to Section
12(b) of the Act:
Title of each Class
|
Trading Symbol
|
Name of each exchange on which registered
|
Common Stock
|
ANFC
|
OTCQB
|
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 May 23, 2019, Black
Ridge Oil & Gas, Inc. (the “Company”) loaned $100,000 to Black Ridge Acquisition Corp. ("BRAC") and was
issued a convertible promissory note to evidence such loan (the "Note"). The loan is unsecured, non-interest bearing
and is payable at the consummation by BRAC of a merger, share exchange, asset acquisition, or other similar business combination,
with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, the
principal balance of the note may be converted, at the Company's option, to units at a price of $10.00 per unit. The terms of the
units will be identical to the units issued by BRAC in its initial public offering, except the warrants included in such units
will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Company
or its permitted transferees. If the Company converts the entire principal balance of the convertible promissory note, it would
receive 10,000 units. If a Business Combination is not consummated, the note will not be repaid by BRAC and all amounts owed thereunder
by BRAC will be forgiven except to the extent that BRAC has funds available to it outside of its trust account established in connection
with the initial public offering.
This summary is qualified
in its entirety by reference to the terms of the Note which will be filed as exhibits to the Company's Form 10-K for the period
in which the Note was issued.
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: May 23, 2019
|
|
|