UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 26, 2019
NEWBRIDGE GLOBAL VENTURES, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware | 0-11730 | 84-1089377 |
(State or other jurisdiction | Commission File | (I.R.S. Employer Identification number) |
825 East 800 South
Orem, UT 84097
(Address of Principal Executive Offices)
801-362-2115
(Registrant’s Telephone Number, Including Area Code)
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: None.
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). ☒
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. ☒
Item 7.01 Regulation FD Disclosure
On June 26, 2019, NewBridge Global Ventures, Inc. (“the Company”) mailed a letter to its shareholders (the “Shareholder Letter”). A copy of the Shareholder Letter is attached as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed subject to the requirements of amended Item 10 of Regulation S-K, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. The furnishing of this information hereby shall not be deemed an admission as to the materiality of any such information. Exhibit 99.1, which is incorporated herein by reference.
Item 8.01 Other Events
The Company has changed its executive office address to 825 East 800 South, Orem, Utah 84097.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed below are furnished as Exhibits to this Current Report on Form 8-K.
Exhibit No. | Description |
99.1 | Shareholder Letter, dated June 26, 2019 |
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 thereunto duly authorized.
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| NewBridge Global Ventures, Inc. (Registrant) | |
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| Dated: June 26, 2019 |
| By: /s/ Robert Bench Name: Robert Bench Title: Chief Executive Officer |
Shareholder Letter Highlights
•Series of acquisitions, joint ventures and hires in first half of 2019 sets foundation for operations beginning in the second half of 2019
•Recently acquired rights to the patented Shockwave Power™ Reactor and controlled cavitation enables Unique extraction capabilities and competitive advantages
•Three joint ventures expanded the Company’s footprint in three states and 700 acres of industrial hemp
•First industrial hemp harvest expected in third quarter 2019
June 26, 2019
Dear Shareholder,
2019 continues to be a breakout year for NewBridge Global Ventures, Inc. With a series of acquisitions, joint venture partnerships, and hires in the first half of 2019, NewBridge is now positioned for operations growth as it capitalizes on the flourishing industrial hemp and cannabis markets. The 2018 Farm Bill has created a surge of farmers converting their land use to raising industrial hemp, and the cannabis extracts market in California continues to thrive as well. Fueling this growth is the continuing increase in demand for full spectrum oil.
Our Cannabis Division buildout in California is in the final stages of the complete renovation of our three facilities in the Green Zone in Oakland: oil extraction and post-processing, nursery, and distribution. Our oil extraction facility was designed to produce a combination of full spectrum, distillate, and hybrid oils using several different methods of extraction. We are also expecting to add the ability to remediate material into compliance using supercritical fluid chromatography.
Working in tandem with our oil extraction processing will be our nursery, which will supply high-quality and high-demand chemovars of clones to farmers while improving our ability to create new offtake agreements to source cannabis for oil production. Also, our distribution company is expected to reduce transaction costs and further establish industry relationships.
The acquisition of license rights from Hydro Dynamics, Inc. the inventor and holder of nine patents centered around the Shockwave Power™ Reactor (SPR) and controlled cavitation, combined with the know-how and Standard Operating Procedures (SOPs) from the EcoXtraction joint venture that we formed earlier this year, has brought us an innovative and efficient way of extracting oil from cannabis and industrial hemp at scale.
For many years Hydro Dynamics has been successful in the beer brewing industry, where it manufactured and sold its superior SPR technology to extract oil from hops, greatly increasing efficiency and productivity in that industry. NewBridge is now ready to introduce this same technology for the extraction of oil from cannabis and industrial hemp in partnership with Hydro Dynamics and CleanWave Labs LLC, with EcoXtraction.
825 East 800 North, Orem Utah 84097
P: (801) 362-2115 www.newbridgegv.com
The patented SPR enables a new method of processing fresh biomass using water and low energy. The innovative methodology also applies to refine methods, including mixing and heating, the incorporation of cannabis oil into liquids via microemulsification, plus other cutting-edge capabilities which we will apply to the industrial hemp and cannabis industry.
We believe that this methodology will give NewBridge a unique competitive advantage: on-farm processing and the potential to extract oil from the plant at harvest, all without the need to dry and cure, which will immediately convert the material into a crude oil which we call “Liquid Plant.”
We believe that Liquid Plant is a game-changing new beginning for NewBridge. It is whole plant oil containing important terpenes and cannabinoids and some of the terpenes. We believe It has the versatility to be used in a diverse group of products or be further refined, all of which is possible without the use of toxic solvents or chemicals.
The promise of this process has led to the signing of three significant joint venture partnerships with hemp farms in the United States that we announced during the second quarter. King Hemp LLC in New Mexico, a 4,000-acre farm owned and operated by a prominent farming family, just planted 200 acres and has laid the foundation for our on-farm processing facility. Apothio Bakersfield, LLC in California, a hemp research institution that has the potential of 518 acres to harvest in the third quarter of 2019. Apothio is currently building out a 30,000 square foot facility in Bakersfield and will install a SPR in time to process during the upcoming harvest in Q3. Innovative Separations NB, LLC in Medford, Oregon has 150 acres planted and plans to build out facilities that will house the SPR processing equipment.
Taken together, we believe that NewBridge has created a compelling combination of partners, assets, and services that will give us a unique market position in the cannabis and hemp industries.
Our team continuously strives for operational excellence and has plans to implement the highest good manufacturing practices (cGMP) and ISO 9001 standards in all of our facilities to comply with best practices. Additionally, the recent appointment of two new directors to our Board now gives us three independent directors and meets best practice standards for corporate and financial governance.
Looking ahead, NewBridge expects to achieve additional significant milestones in the coming quarters. The expected harvests with our joint venture partners will be a historic beginning for NewBridge and represents a major inflection point in our development, as we begin processing hemp with controlled cavitation. We also plan to continue our focus on adding other joint venture partners and expanding geographically.
The NewBridge team is very appreciative of the support from you, our shareholders, during our startup phase and we look forward to sharing our results with you as we continue to execute on this exciting opportunity.
With our regards,
Robert Bench
Interim President & CFO
825 East 800 North, Orem Utah 84097
P: (801) 362-2115 www.newbridgegv.com