Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 reported event): September 15, 2015
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of principal executive offices)
(647) 229-0136
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration under any of
the following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02. UNREGISTERED SALE OF EQUITY SECURITIES.
The information provided under Item 8.01 regarding the unregistered sale of
equity securities is incorporated herein by reference.
Item 8.01. OTHER EVENTS
On September 15, 2015, the Company entered into a non-exclusive advisory
agreement with Merriman Capital, Inc. ("Merriman") pursuant to which Merriman
agreed to act as a capital markets advisor and placement agent to the Company.
The term of the agreement is twelve (12) months.
As consideration for such services, Merriman was paid a one-time retainer fee of
150,000 shares of the Company's common stock. In addition to the retainer fee,
Merriman will receive performance-based compensation for services related to
(1) completion of financing and (2) if the Company qualifies for and completes
an up-listing to any of the national markets designated as the NYSE, NYSE/AMEX,
or NASDAQ.
The transaction was completed in the normal course of business.
On September 24, 2015, the Company issued a press release announcing the
engagement of Merriman, a copy of which is attached as Exhibit 99.1 hereto and
incorporated by reference herein.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibit 99.1 - Press Release dated September 24, 2015.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: September 24, 2015. EMPIRE GLOBAL CORP.
Per: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release dated September 24, 2015 captioned "Empire
Global Corp. Engages Merriman Capital as Capital Markets
Advisor