Current Report Filing (8-k)
September 26 2017 - 3:18PM
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
September 19, 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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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 September 19, 2017, a STOCKPURCHASE
AGREEMENT (the “Agreement”) was entered into by and among Next Group Acquisition, Inc., a Florida corporation (“NextAcquisition”
or the
“Purchaser”),
Next Group Holdings, Inc., a Florida corporation listed on the OTC:QB exchange with the
symbol “NXGH” (“NXGH” or the “Parent Company”), Heritage Ventures Limited, an Irish private
limited company (“Heritage” or the “Seller”), LimeCom, Inc., a Florida corporation (the “Company”).
LimeCom is engaged in the business of purchase and resale of international long distance VOIP minutes. The Agreement provides for
the sale of all of the issued and outstanding shares of common stock of LimeCom owned by Heritage to NextAcquisition for an aggregate
price of 51,864,809 shares of restricted common stock of NXGH and the sum of $2,000,000 in cash payable within eight (8) months
of the closing date. The Agreement is contingent upon LimeCom providing audited financial statements for its fiscal year ending
December 31, 2015 and December 31, 2016, and updated financial statements in accordance with the Securities and Exchange Commission
S-X accounting rules. Additionally, the Agreement further provides that LimeCom has five (5) days from signing to provide a number
of schedules stated in the Agreement. There are also conditions of closing which require LimeCom to (a) achieve gross recovery
of $125,000,000 and (b) have EBITA of at least $2,500,000. In the event that LimeCom does not reach the financial targets stated
in the Agreement, NextAcquisition has the option of pro rating the $2,000,000 portion of the purchase price. 10,360,809 shares
of the 51,804,809 shares of NXGH stock will be held in escrow against any possible undisclosed liabilities. .
Right of Rescission
There is a mutual right of rescission by
NXGH and Heritage in that in the event there is a material adverse change in LimeCom’s net profit or net asset value before
the rescission date, the parent company may elect to rescind the transaction.
In the event that NXGH does not pay the
sum of $2,000,000 to Heritage in the eight (8) month time period, Heritage can rescind the transaction by returning all of the
shares of stock in NXGH to NXGH, and Heritage will, in turn, return all of the LimeCom stock exchanged for the NXGH stock. In the
event of any losses incurred after the closing until there was a rescission, NXGH would be responsible for the losses. Heritage
has the additional option to be paid the $2,000,000 from LimeCom revenues on a first priority basis if it determines not to exercise
its right of rescission.
Orlando Taddeo, owner of record and beneficially
of 95% of Heritage, on closing will be appointed to the Board of Directors of NXGH and will continue as President of LimeCom, and
will enter into an Employment Agreement with NXGH on the same terms and conditions as that of Arik Maimon, the Chief Executive
Officer and Chairman of NXGH.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed with this report:
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: September 26, 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
Chief Executive Officer
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