UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 event reported):  August 4, 2020

 

BLACK RIDGE OIL & GAS, INC.

(Exact name of registrant as specified in its charter)

 

Nevada   000-53952   27-2345075

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

110 North 5th Street, Suite 410

Minneapolis, MN 55403

(Address of principal executive offices)

(Zip Code)

 

Registrant’s telephone number, including area code:  (952) 426-1241

 

_________________________________________

(Former name or former address, if changed since last report)

 

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:

 

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))

 

Securities registered pursuant to Section 12(g) of the Act:

 

Title of each Class Trading Symbol Name of each exchange on which registered
Common Stock ANFC OTCQB

  

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. ☐

 

 

   

 

 

INFORMATION TO BE INCLUDED IN THE REPORT

 

Item 8.01 Other Events.

 

As previously announced, on June 9, 2020, Black Ridge Oil & Gas, Inc. (“Black Ridge” or “the Company”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), between the Company and S-FDF, LLC, a Texas limited liability company (the “Seller”), pursuant to which the Company will acquire $2.5 million in cash and certain assets and agreements related to the Seller’s freeze dried fruits and vegetables business for human consumption. The Company has not yet closed on the Asset Purchase Agreement but anticipates that the closing will occur on October 1, 2020.

 

On August 4, 2020, the Company issued a press release announcing certain actions that S-FDF has taken and agreements it has entered following execution of the Asset Purchase Agreement in furtherance of establishing the Seller’s business, a copy of which is furnished as Exhibit 99.1 and is available on the Company’s investor relations website at https://ir.stockpr.com/blackridgeoil/overview.

 

Item 9.01. Financial Statements and Exhibits.

 

(d)        Exhibits

 

Exhibit No.   Description
     
99.1   Press Release dated August 4, 2020

 

 

 

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.

 

  BLACK RIDGE OIL & GAS, INC.
     
     
  By: /s/ Kenneth DeCubellis                    
    Kenneth DeCubellis
   

Chief Executive Officer and

Interim Chief Financial Officer

     
Date: August 4, 2020