Current Report Filing (8-k)
July 01 2020 - 4:44PM
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): June 30, 2020
BLACK RIDGE OIL & GAS, INC.
(Exact name of registrant as specified in
its charter)
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:
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 ☐
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 1.02 Termination of a Material Definitive Agreement.
On June 30, 2020, Black Ridge Oil &
Gas, Inc. (the “Company”) made payment of all amounts outstanding under the business loan agreement between the Company
and Cadence Bank, N.A. (“Cadence”) (the “Business Loan Agreement”), encompassing a $700,000 Promissory
Note issued to Cadence (the “Note”) and a Commercial Pledge and Security Agreement pursuant to which the Note
was secured by all of the Company’s rights, title and interests in and to 500,000 shares of the common stock of Allied Esports
Entertainment Inc. (NASDAQ: AESE) owned by the Company (the “Security Agreement”)(collectively, the “Cadence
Loan”). In connection with the Company’s entry into the Cadence Loan, the Company also obtained limited commercial
guarantees (the “Guarantees”) by the Company’s Chief Executive Officer and Interim Chief Financial Officer and
members of the Company’s Board of Directors (the “Guarantors”).
The Company’s payment of all amounts
outstanding under the Cadence Loan, as permitted by its terms, resulted in the termination of the Cadence Loan and the Guarantees
and termination of all obligations of the Company and the Guarantors thereunder.
The foregoing description
of the Cadence Loan is qualified in its entirety by reference to the full text of the Business Loan Agreement, the Note, the Security
Agreement and the Guarantees, copies of which were filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the
three-month period ending March 31, 2020.
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: July 1, 2020
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