Current Report Filing (8-k)
August 23 2017 - 4:17PM
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
June
29, 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:
☐
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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. Entry into a Definitive Material Agreement
On
August 17 & August 21, 2017, Next Group Holdings, Inc, ("NXGH" or the "Company") signed Convertible Note
Redemption and Lock Up Agreements, with five separate Finance Groups that hold an aggregated value of $1,065,156 in Convertible
Notes. These Agreements allow NXGH to buy back up to 80% of the outstanding notes by Sept. 11, 2017. These finance groups are
locked up from converting any notes through Sept. 11, 2017. Starting on Sept. 11, 2017, the conversion price floor will increase
from $0.02 per share to $0.10 per share if NXGH raises between $2,000,000-$2,999,999 and will increase to $0.15 per share if NXGH
is successful in raising $3 million by Sept. 11, 2017.
The
renegotiated notes are with the following entities:
1-
LG Capital Funding LLC- $678,250 (NXGH may redeem up to $542,600
2-
Cerberus Finance Group, Ltd.- $188,250 (NXGH may redeem up to $163,687)
3-
Quarum Holdings, LLC- $127,500 (NXGH may redeem up to $150,600)
4-
Mountain Ranch Partners, Inc- $43,117(NXGH may redeem up to $37,118)
5-
SBI Investments, LLC- $24,759 NXGH may redeem up to $19,807)
Item
9.01 Financial Statements and Exhibit
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:
August 21, 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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3
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