Current Report Filing (8-k)
February 21 2020 - 9:00AM
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): February 21, 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 3.03. Material
Modifications to Rights of Security Holders.
On February 18, 2020,
Black Ridge Oil & Gas, Inc. (the “Company”) filed a Certificate
of Amendment to its Articles of Incorporation (the “Amended Articles”) with the Secretary of State of Nevada to effect
the Company’s previously announced 300-for-one reverse stock split (the “Reverse Stock Split”) of the Company’s
issued and outstanding common stock, par value $0.0001 per share (the “Common Stock”). The
Reverse Stock Split, effective as of February 21, 2020 (the “Effective
Date”), converts every 300 shares of the Company’s issued and outstanding Common Stock into one share of Common Stock.
Pursuant
to the Amended Articles, no fractional shares will be issued for any
fraction of a share of common stock that would otherwise have resulted from the Reverse Stock Split. Following the Effective
Date:
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Stockholders owning 300 or more shares of Common Stock will receive (1) one share of Common Stock
for every 300 shares owned and (2) cash in lieu of fractional shares upon the surrender of such stockholder’s shares;
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Stockholders owning between 25 and 300 shares of Common Stock will have their ownership of shares
of Common Stock rounded up to one share; and
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Stockholders owning fewer than 25 shares of Common Stock will receive cash in lieu of fractional
shares upon the surrender of such stockholders’ shares and will no longer own shares of Common Stock.
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Any
cash payment in lieu of fractional shares is based on the volume weighted average of the closing sales prices of the Company’s
Common Stock on the OTCQB operated by OTC Markets Group Inc. (the “OTCQB”) during regular trading hours for the five
consecutive trading days immediately preceding the Effective Date.
For
20 business days including the Effective Date, the Company’s Common Stock will trade on the OTCQB under
the symbol “ANFCD.” Following this period, the Company’s Common Stock will resume trading on the OTCQB
under the symbol “ANFC ” with a new CUSIP number (09216Q 202).
The Reverse Stock Split
affects all stockholders of Common stock uniformly and does not affect any stockholder’s percentage ownership interest in
the Company, except for de minimus changes as a result of the elimination of fractional shares. As a result of the Reverse Stock
Split, the number of shares of the Company's common stock outstanding is reduced from approximately 480 million shares to approximately
1.6 million shares.
On
January 10, 2020, the Company filed a definitive information statement with the Securities and Exchange Commission to notify stockholders
in accordance with Chapter 78 of the Nevada Revised Statutes (the “NRS”) that, in lieu of a meeting of the stockholders
of the Company, the Board of Directors of the Company (the “Board”), had taken and approved actions to effect the Reverse
Stock Split (the “DEF 14C”). The Board has determined not to proceed with the name change discussed in the DEF 14C
at this time. The DEF 14C was distributed to shareholders on January 15, 2020 and
included a letter of transmittal for stockholders which included instructions for the receipt of cash payment in lieu of fractional
shares. Stockholders should follow the instructions in such letter of transmittal.
The foregoing description
of the Amended Articles does not purport to be complete and is qualified in its entirety by reference to the complete Amended Articles,
a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
On February 21, 2020,
the Company issued a press release announcing the effectiveness of the Reverse Stock Split, a copy of which is furnished as Exhibit
99.1 and is available on the Company’s investor relations website at https://ir.stockpr.com/blackridgeoil/overview.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
The information set forth in Item 3.03 is
hereby incorporated by reference into this Item 5.03.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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: February 21, 2020
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