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 reported event): December 18, 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 1.02 - TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.
The information set forth under Item 8.01 below is incorporated by reference
into this Item 1.02.
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
On December 14, 2015, we issued 62,438 common shares to Typenex Co-Investment,
LLC pursuant to a notice of cashless exercise of warrant received by the Company
on December 7, 2015. The form of warrant dated June 17, 2015 was filed as
Exhibit 2.3 to our Current Report on Form 8-K filed on June 24, 2015.
The above-referenced issuance of shares was made in reliance on the exemption
provided by Section 4(2) of the Securities Act for the offer and sale of
securities not involving a public offering. The Company's reliance upon Section
4(2) of the Securities Act in issuing the securities was based upon the
following factors: (a) the issuance of the securities was an isolated private
transaction by us which did not involve a public offering; (b) there was only
one investor who was an accredited investor; (c) there were no subsequent or
contemporaneous public offerings of the securities by us; (d) the securities
were not broken down into smaller denominations; and (e) the issuance of shares
was pursuant to a warrant to purchase shares of common stock which was
negotiated directly between the investor and the Company.
The total number of outstanding shares of common stock of the Company as of
December 7, 2015 after the above described issuance is 23,821,088.
Item 8.01. OTHER EVENTS.
On December 17, 2015 (the "Termination Date") all amounts due and owing under
the securities purchase agreement between Empire Global Corp., as borrower, and
Typenex Co-Investment, LLC, as lender dated June 17, 2015 (the "Securities
Purchase Agreement") have been paid in accordance with its terms, and all rights
and warrants with respect to the Securities Purchase Agreement has been
terminated. As of the Termination Date, the 10% Secured Convertible Promissory
Notes and Investor Notes (collectively the "Notes") are no longer deemed
outstanding, and interest on the Notes ceased to accrue. The material terms of
the Securities Purchase Agreement are described in Empire Global Corp.'s Current
Report on Form 8-K filed on June 24, 2015. Such descriptions are hereby
incorporated into this Current Report by reference.
Also on December 17, 2015 the Company paid all amounts due under the debentures
issued on December 17, 2014. The material terms of the debentures are described
in Empire Global Corp.'s Current Report on Form 8-K filed on December 22, 2014.
Such descriptions are hereby incorporated into this Current Report by reference.
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: December 18, 2015. EMPIRE GLOBAL CORP.
Per: /s/ MICHELE CIAVARELLA
------------------------------
MICHELE CIAVARELLA, B.SC.
Chairman of the Board
Chief Executive Office
