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):  February 26, 2020

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ 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(g) of the Act:

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock ANFCD 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 ☐

 

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. ☐

 

 

 

     

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 26, 2020, the Board of Directors (the “Board”) of Black Ridge Oil & Gas, Inc. (the “Company”) granted an aggregate amount of 240,000 stock options pursuant to the 2020 Equity Plan (the “2020 Equity Plan”) to purchase shares of the Company’s common stock to several officers, directors, and employees at an exercise price of $5.41 per share, which represents the closing price of the Company’s shares on the OTCQB marketplace on February 20, 2020. The officers and directors receiving grants and the amounts of such grants were as follows:

 

Name and Title   Number of Stock Option Shares Granted  
Ken DeCubellis, Chief Executive Officer and Interim Chief Financial Officer     60,377  
Michael Eisele, Chief Operating Officer     42,264  
Bradley Berman, Chairman of the Board and Director     24,151  
Joseph Lahti, Director     24,151  
Benjamin Oehler, Director     24,151  
Lyle Berman, Director     24,151  
Total:     199,245  

 

All of the stock options granted under the 2020 Equity Plan presented in the table above will vest in five equal installments, commencing one year from the date of grant on February 26, 2021, and continuing for the next four anniversaries thereof until fully vested.

 

As a condition of accepting grants of stock options under the 2020 Equity Plan, participants are required to enter into a Stock Option Agreement with the Company, a form of which is attached as Exhibit 99.1 hereto for incentive stock option grants (“Form of 2020 Incentive Stock Option Grant Agreement”) and a form of which is attached as Exhibit 99.2 hereto for non-qualified stock option grants (“Form of 2020 Non-Qualified Stock Option Grant Agreement”). The foregoing description of the Form of 2020 Incentive Stock Option Grant Agreement and Form of 2020 Non-Qualified Stock Option Grant are qualified in its entirety by the terms of the Form of 2020 Stock Option Grant Agreement, attached to this current report as Exhibits 99.1 and 99.2.

 

The 2020 Equity Plan was approved by written consent of a majority of shareholders of record as of November 12, 2019 and adopted by the Board on December 5, 2019 as provided in the definitive information statement filed with Securities and Exchange Commission on January 10, 2020 (the “DEF 14C”). The foregoing description of the 2020 Equity Plan is qualified in its entirety by the text of the 2020 Equity Plan, a copy of which is attached as Annex C to the DEF 14C.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
     
99.1     Form of 2020 Incentive Stock Option Grant Agreement
     
99.2     Form of 2020 Non-Qualified Stock Option Grant Agreement
       

  

 

 

 

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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.

 

  BLACK RIDGE OIL & GAS, INC.
     
     
  By: /s/ Kenneth DeCubellis                    
    Kenneth DeCubellis
   

Chief Executive Officer and

Interim Chief Financial Officer

     
Date:  February 26, 2020    

 

 

 

 

 

 

 

 

 

 

 

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