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): March 29, 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 1.02 - 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 8.01. OTHER EVENTS.
On March 29, 2018 (the "Termination Date") all amounts due and owing under
the Convertible Promissory Notes (the "Notes") between Newgioco Group, Inc.
(formerly known as Empire Global Corp.), as borrower, and Darling Capital, LLC,
as lender dated January 20, 2016 and subsequently amended February 29, 2016 and
April 4, 2016 have been paid in full in accordance with its terms, and all
rights with respect to the Notes have been terminated. As of the Termination
Date, the 12% Convertible Promissory Notes are no longer deemed outstanding and
are no longer convertible into shares of the Company, and interest on the Notes
ceased to accrue. The material terms of the Notes are described in the Company's
Current Report on Form 8-K filed on March 2, 2016. Such descriptions are hereby
incorporated into this Current Report by reference.
The above Notes were also subject to a complaint brought against the Company by
Darling Capital, LLC. as described in the Company's Current Report on Form 8-K
filed on January 20, 2017. Since the amounts due have been paid in full, the
Company has taken steps obtain a satisfaction of payment in full from the court
to conclude the legal proceedings.
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: April 2, 2018 NEWGIOCO GROUP, INC.
Per: /s/ MICHELE CIAVARELLA, B.SC
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MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Office
