Item 1.01 Entry into a Material Definitive Agreement
On September 28, 2020, NewBridge Global Ventures, a Delaware corporation (the
"Company") entered into an employment agreement (the "Dalton Employment
Agreement") with Lance Dalton ("Mr. Dalton") where Mr. Dalton agreed to serve as
the President ("President") of the Company effective as of August 1, 2020 until
July 31, 2021 unless terminated earlier. Pursuant to the Dalton Employment
Agreement, Mr. Dalton shall receive $1.00 as his annual base salary and shall
receive reimbursements for any business-related expenses.
On August 25, 2020, GoFund, LLC ("GoFund") and the Company entered into a
settlement and mutual release agreement ("GoFund Settlement"), pursuant to which
the Company agreed to issue and GoFund agreed to accept, as a full payment of
$1,435,000 owed by the Company to GoFund as of August 26, 2020, one (1) share of
series A preferred stock ("Series A Preferred Stock") with such rights and
preferences as set forth in the certificate of designation as described below.
Upon the Company's issuance of one share of Series A Preferred Stock to GoFund,
GoFund and the Company shall release and hold each other harmless for any claims
or damages related to or arising out of this settlement agreement. Mr. Dalton
was the managing member of GoFund at the time of the GoFund Settlement.
On August 31, 2020, the Company and Mr. Bourdon entered into a settlement and
mutual release agreement ("Bourdon Settlement"), pursuant to which the Company
agreed to issue and Mr. Bourdon agreed to accept, 5,000,000 shares of Common
Stock as full payment for accrued but unpaid salary as of August 26, 2020 in the
amount of $199,315 owed to Mr. Bourdon. Upon issuance of such 5,000,000 shares
of Common Stock to Mr. Bourdon, Mr. Bourdon and the Company shall release and
hold each other harmless for any claims or damages related to or arising out of
this settlement agreement.
On August 1, 2020, the Company entered into an advisor agreement (the "Advisor
Agreement") with Christopher H. Bourdon ("Mr. Bourdon") pursuant to which Mr.
Bourdon agreed to act as an advisor to the President of the Company until
terminated with five-day advance notice by either the Company or Mr. Bourdon. In
accordance with the Advisor Agreement, Mr. Bourdon is entitled to receive
5,000,000 shares of the Company's common stock (the "Common Stock"), which shall
vest and be issued to him on a monthly basis over one year in equal amounts;
provided that all of the unvested award shares would vest upon the closing of
the sale of the Company.
On September 28, 2020, the Company entered into an employment agreement (the
"Farr Agreement") with Everett Farr ("Mr. Farr"), the primary stockholder of
AFAB, pursuant to which Mr. Farr agreed to act as the SVP Engineering of the
Company effective as of August 1, 2020 until July 31, 2021 unless terminated
earlier. Pursuant to the Farr Agreement, Mr. Farr shall receive $1.00 as his
annual base salary and shall receive reimbursements for any business-related
expenses. The Company deems the position of SVP Engineering to be an Executive
Officer position.
On August 1, 2020, AFAB Industrial Service Inc. ("AFAB"), a Delaware
corporation, and the Company entered into an asset purchase agreement (the
"APA"), pursuant to which AFAB sold all of its right, title and interest in
certain assets (listed in the Disclosure Schedules attached in the APA) in
consideration for one (1) share of the Company's newly created Series A
Preferred Stock and the Company's assumption of certain liabilities and
obligations as listed in the APA. Everett Farr is the president of AFAB.
On September 28, 2020, the Company and Mr. Magallanes entered into a settlement
and mutual release agreement ("Magallanes Settlement"), effective as of August
31, 2020, pursuant to which the Company agreed to issue and Mr. Magallanes
agreed to accept, 7,500,000 shares of Common Stock as full payment for accrued
but unpaid salary as of August 31, 2020 in the amount of $80,000 owed to Mr.
Magallanes. Upon issuance of such 7,500,000 shares of Common Stock to Mr.
Magallanes, Mr. Magallanes and the Company shall release and hold each other
harmless for any claims or damages related to or arising out of this settlement
agreement.
On August 1, 2020, the Company entered into an employment agreement (the
"Magallanes Employment Agreement") with Jesse Magallanes ("Mr. Magallanes"),
pursuant to which Mr. Magallanes agreed to serve as the Chief Operating Officer
("COO") of the Company effective immediately until July 31, 2021 unless
terminated earlier. In accordance with the Magallanes Employment Agreement, the
Company agreed to pay Mr. Magallanes a monthly base salary of $10,000 from the
earlier of: (i) the event of a Qualified Financing or (ii) the Board of
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Directors determines that the Company is generating sufficient revenues to
support the payment of the base salary, a determination which shall not be
unreasonably withheld. . Pursuant to the Magallanes Employment Agreement, Mr.
Magallanes will be entitled to a bonus of $25,000 upon the successful closing of
a Qualified Financing, which refers to any third party financing in the
aggregate amount of no less than Two Million Five Hundred Thousand Dollars
($2.500.000). The Company deems Mr. Magallanes to be an Executive Officer. Mr.
Magallanes is the step-son of Lance Dalton.
On August 31, 2020, the Company and Innovative Separations, LLC ("Innovative
Separations") entered into an assignment and assumption of membership interests
(the "Membership Assignment Agreement"), pursuant to which Innovative
. . .
Item 3.02 Unregistered Sales of Equity Securities
The information furnished in Item 1.01 herein is hereby incorporated by
reference into this Item 3.02.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 28, 2020, the Board of Directors (the "Board") of the Company
appointed Mr. Dalton as the President and a member of the Board, effective
immediately. Mr. Lance Dalton, 56, has served as a consultant and advisor to the
Company and Board since June 2018. He has also served as a managing member of
GoFund, a private equity and advisory firm he founded in March of 2018.
Previously, Mr. Dalton served as a primary investor, advisor, and founder to a
number of successful growth companies including, Freetrade by Ameritrade, Taser
International and most recently ZAGG Inc. (NASDAQ symbol: "ZAGG"). Mr. Dalton
holds a Bachelor of Arts degree from San Diego State University.
The Board appointed Mr. Jesse Magallanes as the COO of the Company. Mr. Jesse
Magallanes, 36, served as a senior consultant at IBM Global Business Services
from 2015 to 2019. Prior to that, Mr. Magallanes was an
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overhaul and repair supervisor and business coordinator at Precision Engine
Controls from 2011 to 2013. Mr. Magallanes earned a Bachelor of Science degree
from University of California, San Diego and an MBA from University of Southern
California, Marshall School of Business.
The Board appointed Everett Farr as the SVP Engineering of the Company. Mr.
Farr, 63, is a Pennsylvania-based entrepreneur. An engineer by trade, he is a
manufacturer of chemicals, plastics, dietary supplements, pharmaceutical
intermediaries, food, and machinery. Mr. Farr owns facilities in Oregon,
Washington, Pennsylvania, and China. Everett's facilities in Oregon grow,
process, and test hemp for the production of CBD. Along with his activities with
the Company, Mr. Farr is also the chief engineer at a joint venture entity with
the Chinese government in Jilin Providence to grow and process CBD from
industrial hemp. Mr. Farr earned his degrees in Engineering and Business from
Drexel University.
On August 28, 2020, the Board approved and ratified the appointment of Robert
Szwajkos as a member to the Board, effective as of February 28, 2020. Mr.
Szwajkos, 72, is a partner with Curtin & Heefner LLP, Bucks County,
Pennsylvania, in private practice, with an emphasis in commercial law, including
creditors' rights, bankruptcy, business transactions, real estate, and
commercial litigation. He has represented major international companies before
judicial tribunals throughout the United States, Australia, Canada, England,
India, and Italy. He served as the Court Administrator of the U.S. Bankruptcy
Court, Eastern District of Pennsylvania at the time of the adoption of the new
Bankruptcy Code and has served on the Local Rules Committee for more than 40
years. Mr. Szwajkos has the highest Martindale Hubble Attorney Rating in ethics
and competency only attained by 1% of all attorneys nationally. Robert Szwaikos
is also appointed as the Corporate Secretary.
The information furnished in Item 1.01 herein is hereby incorporated by
reference into this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On September 17, 2020, the Company filed a certificate of designation (the
"COD") of Series A Preferred Stock with the Secretary of State of the State of
Delaware, which sets forth, among other things, the designation, amounts,
dividends, voting rights, liquidation preference, and conversion of the Series A
Preferred Stock. The COD provides that there are two (2) shares of preferred
stock designated as Series A Preferred Stock and the number of authorized Series
A Preferred Stock shall not increase without the consent of the majority
interest of outstanding Series A Preferred Stock. Each holder of Series A
Preferred Stock shall be entitled to the votes equal to the number of votes
equal to the amount of shares of Common Stock its Series A Preferred Stock is
convertible into. On the date when the Company's authorized shares of Common
Stock increases so that it is sufficient to issue shares of Common Stock upon
conversion of the Series A preferred Stock, each share of outstanding Series A
Preferred Stock shall automatically be converted into an amount of shares of
Common Stock equal to 25% of the total outstanding shares of Common Stock as of
the date of conversion.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed below are furnished as Exhibits to this Current Report on
Form 8-K.
Exhibit No. Description
3.1 Certificate of Designation for Series A Preferred Stock filed on
September 17, 2020
10.1 Dalton Employment Agreement between the Company and Mr. Dalton
dated September 28, 2020
10.2 GoFund Settlement between the Company and GoFund, LLC dated
August 25, 2020
10.3 Advisor Agreement between the Company and Mr. Bourdon dated
August 1, 2020
10.4 Bourdon Settlement Agreement between the Company and Mr. Bourdon
dated August 31, 2020
10.5 APA between AFAB Industrial Service Inc. and the Company dated as
of August 1, 2020
10.6 Farr Agreement between the Company and Mr. Farr dated September
28, 2020
10.7 Magallanes Employment Agreement between the Company and Mr.
Magallanes dated August 1, 2020
10.8 Magallanes Settlement between the Company and Mr. Magallanes
dated August 1, 2020
10.9 Brown Employment Agreement between the Company and Mr. Brown
dated September 1, 2020
10.10 Membership Assignment Agreement between the Company and Innovative
Separations, LLC dated August 31, 2020
10.11 Summers Agreement between the Company and Mr. Summers dated
September 1, 2020© Edgar Online, source Glimpses
NEWBRIDGE GLOBAL VENTURES, INC. 