Current Report Filing (8-k)
August 23 2017 - 3:13PM
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
August 21, 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
o
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.
o
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 8.01. Entry into a Definitive Material
Agreement.
Effective August 21, 2017 Next Group Holdings, Inc, ("NXGH"
or the "Company") entered into a Binding letter of Intent ("LOI") with FISK HOLDINGS LLC (“FISK”),
a New York corporation, with principal registered address at 1091 Yonkers Ave., Yonkers, NY 10704 whereby NXGH and FISK have incorporated
a new Florida limited liability company called SDI NEXT Distribution, LLC (“SDI NEXT”) with NXGH owning 51% and Fisk
owning 49% of the new entity.
As consideration, NXGH shall commit to fund
$500,000.00 to SDI NEXT upon NXGH completing the current capital raise, and FISK shall provide SDI NEXT with the entire SDI/FISK
distribution database, which includes but is not limited to SDI’s 30,000 retail locations (i.e. convenience stores, bodegas,
store fronts, etc.). NXGH will also contribute its database of 8,800 retail locations so the total database will contain almost
39,000 locations.
In the next 12 months, NXGH shall have the
option to purchase from FISK up to 51% of SDI Black 011 LLC (100% owned by FISK), a prepaid telecommunications service provider
which includes their Portal and company which is free of debts, pledges, liens, encumbrances and any and all other obligations.
There will be certain audit and milestone requirements by SDI Black 011 LLC.
The parties have agreed to use their best efforts to complete all
pre-closing due diligence and enter into a definitive agreement.
Item 99. Exhibit
99.1
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BINDING LETTER OF INTENT
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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 23, 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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