Current Report Filing (8-k)
October 26 2017 - 6:58AM
Edgar (US Regulatory)
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the
Securities
Act of 1934
October
24, 2017
(Date
of earliest event Reported)
NEXT
GROUP HOLDINGS, INC.
(Exact
Name of Registrant as Specified in its Charter)
Florida
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333-148987
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20-3537265
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification No.)
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1111
Brickell Avenue, Suite 2200, Miami, FL, 33131
(Address of principal executive offices)
Registrant’s
telephone number, including area code: (800) 611-3622
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
NOTE
ABOUT FORWARD LOOKING STATEMENTS
Most
of the matters discussed within this report include forward-looking statements on our current expectations and projections about
future events. In some cases you can identify forward-looking statements by terminology such as “may,” “should,”
“potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,”
“believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations,
and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond
our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking
statements. Such risks and uncertainties include the risks noted under “Item 1A Risk Factors.” We undertake no obligation
to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.
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Item 1.01
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Entry into a Definitive Material Agreement.
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On
October 24, 2017, Next Group Holdings Inc. (“NXGH” or the “Company”) received 100% of all outstanding
shares of Limecom, Inc., as per the acquisition agreement which was effective as of October 20, 2017. NXGH through its wholly-owned
subsidiary, Next Group Acquisition Inc., purchased all of the issued and outstanding shares of LimeCom Inc. (“LimeCom”),
a Florida corporation, from Heritage Ventures Limited (“Heritage”). LimeCom is engaged in the global telecommunications
business. The Stock Purchase Agreement (“Agreement”) with Heritage provided for the payment of 51,804,809 shares of
NXGH restricted common stock and the sum of $2,000,000 for the shares of LimeCom. The cash component of the purchase price is
payable within eight (8) months from the closing date. 10,360,800 shares of NXGH stock will be held in escrow for a period of
eight (8) months in the event that any unknown or undisclosed claims are made against LimeCom. The Company is required to deliver
the shares of NXGH stock to the Purchaser and the Escrow Agent within ten (10) days of the closing date. The acquisition is further
provides that LimeCom must achieve $125,000,000 in revenues in fiscal year 2017, and $2,500,000 in EBITA. In the event that Limecom
does not achieve these amounts, the Company wlll pay according to the formula written in the Agreement.. The Company and Heritage
have a mutual right of rescission if the $2,000,000 is not paid or any unknown or undisclosed material claims are made against
Limecom. as set forth in the Agreement.
As
a part of the Agreement, Orlando Taddeo, President and CEO of LimeCom, and principal stockholder of Heritage, has agreed to enter
into an Employment Agreement with LimeCom to be the President and CEO of LimeCom for all LimeCom business operations outside of
the U.S., until such time as he qualifies to work in the U.S. His Employment Agreement further provides that his Agreement will
be the same as that of Arik Maimon, CEO of NXGH. He will also be appointed a Director of NXGH. Mr. Taddeo has been Director &
CEO of LimeCom for the past 5 years, and has been in the global telecommunications business since 1998. He has also recently
held the following positions: Managing Partner Heritage Ventures (Ireland), Founder and Investor in LinkALL since February 2014.
On
prior occasion, on October 10, 2017, the Company and LimeCom co-signed a letter agreement confirming the commitment by Limecom
to lend NXGH. the aggregate sum of $513,872 over a period of eight months to assure that payment would be made to the three major
convertible noteholders that signed redemption agreements with the Company. The Company and major convertible noteholders agreed
that the Limecom funds would be available in the event the acquisition was not completed for any reason.
Completion
of a requirement for the Stock Purchase Agreement was achieved on October 10, 2017 when Marcum LLP issued an opinion on Limecom’s
Audited financial statements for the years ended December 31, 2016 and 2015. These documents are attached to this 8k.
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Item
5.02(d)
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain
Officers; Compensatory Arrangements of Certain Officers
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The
disclosure in Item 1.01 is incorporated herein by reference.
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Item
9.01
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Financial
Statements and Exhibits
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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:
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October 26, 2017
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NEXT GROUP HOLDINGS, INC.
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By:
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/s/ Arik Maimon
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Arik Maimon
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Chief Executive Officer
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By:
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/s/ Michael De Prado
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Michael De Prado
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President, CFO & COO
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