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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: February 27, 2018
(Date of earliest reported event): (February 15, 2018)
NEWGIOCO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 000 - 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)
+39 391 306 4134
(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 February 26, 2018 (the "Closing Date"), Newgioco Group, Inc. (the "Company")
closed a Subscription Agreement (the "Agreement") with a group of unaffiliated
accredited investors (the "Investors").
Under the Agreement, the Investors agreed to purchase up to 1,800 unsecured
Debenture Units from us to raise up to CDN $1,800,000 in gross proceeds. On
February 26, 2018, the Investors purchased 670 units and the Company issued
Debentures for the total principal amount of CDN $670,000 (approx. US $525,220)
(the "Principal Amount") to the Investors.
Each Debenture Unit is comprised of (i) the issuance of CDN $1,000 of debentures
bearing interest at a rate of 10% per annum, with a maturity date of two (2)
years from the date of issuance*, (ii) 250 warrants which may be exercised at a
price equal to the lessor of $0.625 or 125% of the IPO price per warrant to
receive one common share prior to February 15, 2020, and (iii) 160 shares of
restricted common stock issued pursuant to an exemption under Rule 144 of the US
Securities and Exchange Act (the "Subscription Shares").
* The whole or any part of the principal amount of the Debenture plus any
accrued and unpaid interest may be converted into common shares of the Company
at a price equal to the lessor of $0.50 or the proposed IPO price at any time up
to the maturity date. The Debenture shall be designated as Debenture Due
February 26, 2020.
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.
The Company paid finders fees equal to 5% of the gross proceeds in cash plus 5%
in broker warrants with like terms as the debenture warrants, to Echelon Wealth
Management, Dominick Capital Corporation and AES Holding Inc. to facilitate the
transaction resulting in net proceeds of CDN $636,500 (approx. US$ 498,950).
A copy of the form of Agreement, Debenture, Warrant and Exercise Forms are filed
herewith as Exhibit 10.10 and are incorporated by reference into this Item 1.01
and 2.03 of this Current Report.
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 5.02 - Departure of Directors or Principal Officers; Appointment of
Principal Officers.
On February 15, 2018, our director Kelly Ehler resigned as a member of our board
of directors. In addition, our director Robert Stabile informed the Company
that he would not stand for re-election at the Company's next annual meeting.
Both Mr. Ehler and Mr. Stabile indicated that their decisions were due to
personal reasons and other business obligations, and not as the result of any
disagreement with the Board or with the Company's management. The Board will
reduce the size of the Board to six members due to the departure of Mr. Ehler
and to five members effective upon the end of this term ending at the Company's
next annual meeting.
Item 9.01 - Financial Statements and Exhibits.
Exhibit
No. Description
10.10 Form of Subscription Document, Debenture, Warrant Certificate
and Exercise Forms dated February 26, 2018, 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: February 27, 2018. Newgioco Group, Inc.
Per: /s/ Michele Ciavarella, B.Sc.
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Michele Ciavarella
Chairman of the Board
Chief Executive Office
