0001683168-19-001708.txt : 20190523 0001683168-19-001708.hdr.sgml : 20190523 20190523160125 ACCESSION NUMBER: 0001683168-19-001708 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190523 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20190523 DATE AS OF CHANGE: 20190523 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Black Ridge Oil & Gas, Inc. CENTRAL INDEX KEY: 0001490161 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 272345075 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53952 FILM NUMBER: 19850021 BUSINESS ADDRESS: STREET 1: 110 NORTH 5TH STREET STREET 2: SUITE 410 CITY: MINNEAPOLIS STATE: MN ZIP: 55403 BUSINESS PHONE: 952-426-1241 MAIL ADDRESS: STREET 1: 110 NORTH 5TH STREET STREET 2: SUITE 410 CITY: MINNEAPOLIS STATE: MN ZIP: 55403 FORMER COMPANY: FORMER CONFORMED NAME: ante5, Inc. DATE OF NAME CHANGE: 20100422 8-K 1 brog_8k.htm FORM 8-K

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):  May 23, 2019

 

BLACK RIDGE OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53952   27-2345075

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

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:

 

o Written communications pursuant to Rule 425 under the Securities Act  (17 CFR 230.425)
   
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock ANFC OTCQB

  

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

 

 

 

 

   
 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 1.01. Entry into a Material Definitive Agreement.

 

On May 23, 2019, Black Ridge Oil & Gas, Inc. (the “Company”) loaned $100,000 to Black Ridge Acquisition Corp. ("BRAC") and was issued a convertible promissory note to evidence such loan (the "Note"). The loan is unsecured, non-interest bearing and is payable at the consummation by BRAC of a merger, share exchange, asset acquisition, or other similar business combination, with one or more businesses or entities (a “Business Combination”). Upon consummation of a Business Combination, the principal balance of the note may be converted, at the Company's option, to units at a price of $10.00 per unit. The terms of the units will be identical to the units issued by BRAC in its initial public offering, except the warrants included in such units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the Company or its permitted transferees. If the Company converts the entire principal balance of the convertible promissory note, it would receive 10,000 units. If a Business Combination is not consummated, the note will not be repaid by BRAC and all amounts owed thereunder by BRAC will be forgiven except to the extent that BRAC has funds available to it outside of its trust account established in connection with the initial public offering.

 

This summary is qualified in its entirety by reference to the terms of the Note which will be filed as exhibits to the Company's Form 10-K for the period in which the Note was issued.

 

 

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.

 

  BLACK RIDGE OIL & GAS, INC.
     
     
  By: /s/ James Moe                    
    James Moe
    Chief Financial Officer
     
Date:  May 23, 2019