Newgioco Group, Inc. (OTCMKTS:EMGL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On September 4, 2019, Newgioco Group, Inc. (the “Company”) entered into: (i) an Exchange Agreement with Michele Ciavarella, the Company’s Chief Executive Officer, to exchange $500,000 of accrued salary owed to him by the Company for services performed during prior years for 1,000,000 shares of the Company’s common stock (the “Ciavarella Exchange Agreement”); (ii) an Exchange Agreement with Gold Street Capital Corp., a company beneficially owned by Gilda Ciavarella, the spouse of Michele Ciavarella, to exchange $48,508 of accounts payables owed to it by the Company in respect of certain expenses incurred by Gold Street Capital Corp. on its behalf for 121,570 shares of the Company’s common stock (the “Gold Street Exchange Agreement”); and (iii) an Exchange Agreement with Braydon Capital Corp., a company beneficially owned by Claudio Ciavarella, a sibling of Michele Ciavarella, to exchange $457,460.77 of outstanding indebtedness owed to it for loans made by Braydon Capital Corp. to the Company for 1,143,652 shares of the Company’s common stock (the “Braydon Exchange Agreement”).
The foregoing descriptions of the terms of the Ciavarella Exchange Agreement, Gold Street Exchange Agreement and Braydon Exchange Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Ciavarella Exchange Agreement, Gold Street Exchange Agreement and Braydon Exchange Agreement, copies of each of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The shares of the Company’s common stock were issued in a transaction exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. The recipients have represented that they were was an “accredited investor,” as defined in Regulation D, and were acquiring the securities described herein for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Accordingly, the shares of common stock have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed with this Current Report on Form 8-K:
Newgioco Group, Inc. Exhibit
EX-10.1 3 exhibit_10-1.htm EXCHANGE AGREEMENT,…
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About Newgioco Group, Inc. (OTCMKTS:EMGL)
Newgioco Group, Inc., formerly Empire Global Corp. is a licensed gaming operator. The Company offers Web-based and land-based gaming services in Italy. The Company’s product offering includes a range of online and offline lottery and casino gaming, as well as sports betting and online poker. The Company’s Website and shops offer gaming line-up, including sports betting, online casino, poker, bingo, skilled and interactive games, virtual sports and horse racing. Its sports betting offer both pre-live and live in-game betting opportunities for a range of sports. Its online casino offers casino games, live casino, poker, bingo and interactive skilled games. The Company offers poker games, such as Texas Hold’em and Omaha in both cash and tournament format. The Company has approximately 1,070 Web-based betting shops, over three corner and approximately two agency locations operating under its license.
