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EX-10.10 - EXHIBIT 10.10 - FORM OF DEBENTURE - Newgioco Group, Inc.ex1010.txt


                                  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): January 24, 2017

                             Newgioco Group, Inc.
            (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 1.01 - Entry into a Material Definitive Agreement On January 24, 2017 the Company completed a Securities Purchase Agreement (the "Agreement") with a group of accredited investors. The Debentures are issued pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") and therefore are not registered under the Securities Act or the securities laws of any state of the United States and cannot be offered, sold, pledged or otherwise transferred or assigned in the United States or to a resident of the United States unless an exemption from such registration requirements is available. This Debenture has not been and will not be qualified for sale or registered under the laws of any other jurisdiction and any transferee should refer to the securities laws of any jurisdiction applicable to them. Under the Agreement, the accredited investors agreed to purchase from us 36 unsecured Debenture Units for gross proceeds of $180,000. Each Debenture Unit is comprised of (i) the issuance of CDN $5,000 of debentures bearing interest at a rate of 10% per annum, with a minimum maturity period of five (5) months to a maximum of two (2) years from the date of issuance and (ii) 500 warrants which may be exercised at $1.00 per warrant to receive one common share prior to January 24, 2019. The Debenture shall be designated as Debenture Due January 24, 2019. The Company paid finders fees of $14,400 to Echelon Wealth Management to facilitate the transaction resulting in net proceeds of $165,600. Echelon is a leading independent, Canadian-owned and operated wealth management and capital markets firm with more than $4 billion in assets under administration and management. The firm has clients across Canada through offices in Toronto, Oakville, Ottawa, Montreal, Calgary, Vancouver, Victoria, Saskatoon as well as London and Tokyo. The descriptions of the Subscription Agreement, the Debenture Agreement, the Warrant Certificate and the Exercise Forms set forth above are qualified in their entirety by reference to the full extent of such documents, which are included as exhibits to this Current Report on Form 8-K. Item 2.03 - Creation of Direct Financial Obligation The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference Item 3.02 - Unregistered Sales of Equity Securities The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference We are relying on an exemption from the registration requirements of the Securities Act for the private placement of our securities under the Purchase Agreement pursuant to Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. The transaction does not involve a public offering. The investors are each an "accredited investor" and each investor has access to information about us and their investment.
Item 9.01 - Financial Statements and Exhibits. Exhibit No. Description 10.10 Form of Subscription Document, Debenture, Warrant Certificate and Exercise Forms dated January 24, 2017, between the Company and the investors. 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. DATED: January 30, 2017. EMPIRE GLOBAL CORP. Per: /s/ Michele Ciavarella, B.Sc. ------------------------------ Michele Ciavarella Chairman of the Board Chief Executive Office