Current Report Filing (8-k)
October 23 2019 - 9:01AM
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): October 23, 2019
BLACK RIDGE OIL & GAS, INC.
(Exact name of registrant as specified in
its charter)
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Nevada
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000-53952
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27-2345075
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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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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(g) of the Act:
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Title of each Class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock
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ANFC
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OTCQB
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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 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 7.01. Regulation FD Disclosure
On October 23, 2019, Black Ridge Oil &
Gas, Inc. (“Black Ridge” or the “Company”) issued a press release announcing that its Board of Directors
has undertaken a strategic review to identify, review and explore alternatives for the Company, including a merger,
acquisition, or a business combination. The Company cautions that there can be no assurance that a potential transaction will occur,
that any such potential transaction that is pursued will be approved or consummated, or what a potential transaction would mean
for value to Black Ridge shareholders. The Company does not intend to disclose developments relating to its strategic review unless
and until its Board of Directors has approved a specific agreement or transaction.
The Company currently owns 2,685,500 shares
of Allied Esports Entertainment, Inc. (NASDAQ: AESE). (“Sponsor Shares”). 537,100 of the Sponsor Shares are subject
to distribution rights to officers and directors under the 2018 Management Incentive Plan dated March 6, 2018. Black Ridge is evaluating
plans for the remaining Sponsor Shares which could include a distribution of some or all of the Sponsor Share proceeds after expiration
of the lock-up agreement on August 9, 2020.
The full text of the press release is furnished
as Exhibit 99.1 and is available on the Company’s investor relations website at https://ir.stockpr.com/blackridgeoil/overview.
This information shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
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BLACK RIDGE OIL & GAS, INC.
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By:
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/s/ Kenneth DeCubellis
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Kenneth DeCubellis
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Chief Executive Officer and
Interim Chief Financial Officer
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Date: October 23, 2019
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