Current Report Filing (8-k)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (date of earliest event reported): September 6, 2017

Tiger Reef, Inc.

(Exact name of registrant as specified in its charter)

Colorado

000-55333

46-3073820

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

Wellsburg Street #7, Cole Bay, St. Maarten, Dutch West Indies

(Address of principal executive offices and zip code)

Tel: (949) 264-1475, Fax: (949) 607-4052

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2.below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule I4a-12 under the Exchange Act (17CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Forward Looking Statements

This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively, “ Filings ”) contain or may contain forward looking statements and information that are based upon beliefs of, and information currently available to, our management as well as estimates and assumptions made by our management. When used in the filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions identify forward looking statements as they relate to our business or our management. Such statements reflect management’s current view of our business with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of our Annual Report filed on Form 10-K entitled “Risk Factors”) relating to our industry, operations and results of operations, and other relevant aspects of our business. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe the expectations reflected in the forward looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements contained within this Form 8-K and elsewhere.

Item 7.01

Regulation FD

On September 6, 2017, Tiger Reef, Inc. (“ Tiger Reef ”) experienced the destruction of its corporate headquarters in St. Maarten, Dutch West Indies as a result of Hurricane Irma making a direct hit on the island. All of Tiger Reef’s office equipment, computers, paper files (electronic files were backed up offsite and have been recovered), etc. were damaged beyond repair during the storm. Some equipment has since been replaced and phone service restored which has allowed Management to resume a normal level of operations.

Simpson Bay Resort & Marina, where Tiger Reef was renovating a leased restaurant location, also suffered catastrophic storm damage. Lastly, Management has temporarily evacuated the island. As a result of the damages suffered by Hurricane Irma, Tiger Reef is temporarily suspending work on the Mermaid Reef Ocean Grill & Lounge™ brand and directing full attention to complete the branding design work and government regulatory approvals necessary to import, market and sell its line of Tiger Reef® ultra premium rums in the United States.

Additional news on the importer of record, images of design and prototyping, and so forth will be released via formal press releases in the near future.

Item 1.02

Termination of a Material Definitive Agreement

On June 19, 2017, Tiger Reef’s wholly-owned subsidiary, Mermaid Reef, B.V., entered into a Lease Agreement with Simpson Bay Resort Owner Company, B.V. for the opening and operation of a branded Mermaid Reef Ocean Grill & Lounge™ restaurant on the premises of its Simpson Bay Resort and Marina located in St. Maarten, Dutch West Indies.

This Lease Agreement was for an initial term of 5 years with an option to extend for an additional 5 years without the need for further negotiations.

A copy of the Lease Agreement was filed as Exhibit 10.9 to the Form 8-K filed on June 20, 2017, and is incorporated herein by reference. The foregoing summary description of the Lease Agreement is qualified in its entirety by reference to the full texts of each of such exhibits.

On September 25, 2017, the Parties mutually agreed to terminate this Lease Agreement as a result of the catastrophic damage caused by Hurricane Irma to the island of St. Maarten and the Simpson Bay Resort & Marina where the restaurant was undergoing renovations for a planned December 2017 opening. As a result of this early lease termination, Tiger Reef will take a one-time write-off in the current fiscal quarter for its lost investment in this restaurant property.

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.

TIGER REEF, INC.