Amended Current Report Filing (8-k/a)
August 24 2017 - 2:27PM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K/A
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Act of 1934
August
15, 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:
☐ Written
communications pursuant to Rule 425 under the Securities Act
☐ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
☐ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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. ☐
Amendment
No. 1 – Correcting Error(s)
This Form 8-K/A is filed as an amendment (Amendment No. 1) to
the Current Report on Form 8-K filed by Next Group Holdings, Inc. under Item 1.01 on August 23, 2017. Amendment No. 1 is being
filed to include corrected statements and attachments required under Item 9.01.
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
Subsequent
to NXGH filing the 8k on Aug. 23, 2017 at 4:27 PM, we realized there were several errors which are corrected herein. These errors
include:
1-
|
Date
of earliest event Reported: changed from June 29, 2017 to August 15, 2017.
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2-
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SBI
Investments was erroneously included, so it has been removed.
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3-
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The
principal note amounts were listed incorrectly, so they have been corrected.
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On
August 15, August 17 & August 21, 2017, Next Group Holdings, Inc, (“NXGH” or the “Company”) signed Convertible
Note Redemption and Lock Up Agreements, with four separate Finance Groups that hold an aggregated value of $994,828 in Convertible
Notes. These Agreements allow NXGH to buy back up to 75% or 80% of the outstanding notes by Sept. 11, 2017. These finance groups
are locked up from converting any notes through Sept. 11, 2017. Regarding LG Capital, Cerberus Financial and Quarum Holdings,
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. In the
case of Mountain Ranch, the conversion price will be at $0.10 per share.
The
outstanding principal amounts of the renegotiated notes are with the following entities:
1-
|
LG
Capital Funding LLC- $642,279 (NXGH may redeem a minimum of 65% up to maximum 75%)
|
2-
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Cerberus
Finance Group, Ltd.- $172,152 (NXGH may redeem a minimum of 65% up to maximum 75%)
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3-
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Quarum
Holdings, LLC- $126,500 (NXGH may redeem a minimum of 65% up to maximum 75%)
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4-
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Mountain
Ranch Partners, Inc- $53,897 (NXGH may redeem up to a maximum of 80%)
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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 24,
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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4
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