Current Report Filing (8-k)
October 05 2017 - 1:49PM
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): October 3, 2017
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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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
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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.
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Item 1.01. Entry into a Material Definitive Agreement.
Black Ridge Oil & Gas, Inc. (the “Company”),
Chambers Energy Capital II, LP and CEC II TE, LLC (collectively, the “Chambers Group”) as the members of Black Ridge
Holding Company, LLC (“BRHC”) agreed to dissolve and wind up BRHC and filed a Certificate of Cancellation under the
Delaware Limited Liability Company Act as of October 3, 2017. As part of the dissolution of BRHC, the Company received a distribution
of 1,173.1 preferred units of a private LLC (“Preferred Units’). On October 2, 2017 the Company entered into an agreement
with the Chambers Group where the Company subsequently transferred and assigned the Preferred Units to the Chambers Group in exchange
for cash consideration in an aggregate amount of $1,078,393.53.
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/ James Moe
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James Moe
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Chief Financial Officer
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Date: October 5, 2017
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