8-K
Sow Good Inc. (SOWG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of theSecurities 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<br><br> <br>of incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>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 Section12(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.
Item9.01. 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<br><br> <br>Interim Chief Financial Officer | ||
| Date: August 4, 2020 |
Exhibit 99.1
Black Ridge Provides Update on Sustain:UsTransaction
Construction Underway at State-of-the-ArtFacility in Irving, TX
Branding and Design Work Underway, FullScale Production in 4Q 2020
Patent Filings for Proprietary Equipmentand Processes by Year-End
Minneapolis, August 4, 2020 Black Ridge Oil & Gas, Inc. (the “Company” or “Black Ridge”) (OTCQB: ANFC) provided the following updates on the previously announced asset purchase from S-FDF, LLC and S-FDF, LLC's activities. The Company anticipates that the closing of the asset purchase agreement will occur on October 1, 2020. Mr. Ira Goldfarb, Executive Chairman of S-FDF, LLC, stated that “We are continuing to build our company with a devotion to producing freeze-dried foods that are exceptionally tasty, nutritious, and convenient, with high scalability and low environmental impact. We are excited for the public to meet our products, which will be sold directly to consumers and through traditional mass channels.”
S-FDF has effectuated the following steps and plans:
| · | Began build out of global headquarters and state-of-the-art manufacturing in newly leased facility<br>in Irving, Texas |
|---|---|
| · | On track to commence commercial production in the fourth quarter of 2020 focusing on freeze-dried<br>foods with exceptional taste and long-lasting shelf life |
| · | Retained patent counsel and is expected to file initial process and utility patents by year-end<br>2020 |
| --- | --- |
| · | Signed with Oracle’s Netsuite Business Management Software to have a robust system which<br>has the built-in flexibility, commerce ready ERP and native business intelligence for the team to have the visibility and controls<br>needed for its growth |
| · | Contracted with a leading NYC branding agency to build and develop branding and design |
| · | Organized a management team of highly professional and experienced industry veterans |
| · | Cultivating strategies to support and empower local communities and employ sustainable practices<br>with the ultimate aim of reducing waste while promoting health |
About the Company
Black Ridge Oil & Gas is based in Minneapolis, Minnesota. For additional information, visit the Company's website at www.blackridgeoil.com.
ForwardLooking Statements
Certain statements contained herein, which are not historical, are forward-looking statements that are subject to risks and uncertainties not known or disclosed herein that could cause actual results to differ materially from those expressed herein. The Company has not yet closed on its asset purchase agreement with S-FDF LLC to acquire the assets related to S-FDF LLC's freeze drier technology and freeze-dried fruits and vegetables for human consumption. These statements may include projections and other "forward-looking statements" within the meaning of the federal securities laws. Any such projections or statements reflect management's current views about future events and financial performance. No assurances can be given that such events or performance will occur as projected and actual results may differ materially from those projected. Important factors that could cause the actual results to differ materially from those projected include, without limitation, general economic or industry conditions nationally and/or in the communities in which our Company conducts business, volatility in commodity prices, legislation or regulatory requirements, conditions of the securities markets, our ability to raise capital or have access to debt financing, changes in accounting principles, policies or guidelines, financial or political instability, acts of war or terrorism, other economic, competitive, governmental, regulatory and technical factors affecting our Company's operations, products, services and prices and other risks inherent in the Company's businesses that are detailed in the Company's Securities and Exchange Commission ("SEC") filings. Readers are encouraged to review these risks in the Company's SEC filings.