UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): October 15, 2020
BRIDGEWAY NATIONAL CORP.
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 000-55505 | 45-5523835 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1015 15th Street NW, Suite 1030
Washington, DC 20005
(Address of Principal Executive Offices and Zip Code)
Registrant’s telephone number, including area code: (202) 846-7869
Not Applicable
(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)) |
Indicate by check mark whether 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. [ ]
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Class A Common Stock | BDGY | OTC Pink |
As used in this Current Report on Form 8-K, and unless otherwise indicated, the terms “Bridgeway,” “the Company,” “we,” “us” and “our” refer to Bridgeway National Corp.
Item 1.01 Entry into a Material Agreement
Effective October 15, 2020, Bridgeway entered into two purchase agreements (the “Purchase Agreements”) pursuant to which we agreed to acquire 100% of the outstanding capital stock of Merchandize Liquidators, Inc., a Miami-Florida based direct wholesale and retail liquidator of surplus merchandise (“MLI”).
The first Purchase Agreement with CW Merchandize Liquidators, LLC (“CW Merchandize”), the minority shareholder of MLI (the “CW Merchandize Purchase Agreement”), provides for the acquisition of CW Merchandize’s shares in MLI in exchange for payment of cash consideration of $6.999 million. The second Purchase Agreement with Edgar Martinez, the majority shareholder of MLI (the “Martinez Purchase Agreement”), provides for the acquisition of his shares in MLI in exchange for the issuance of 252,644,000 shares of Bridgeway Class A Common Stock.
In addition to the above terms, the Purchase Agreements contain customary representations, warranties, covenants and indemnities of the parties. Closing of the transactions contemplated by the CW Merchandize Purchase Agreement and the Martinez Purchase Agreement is contingent, among other matters, on the contemporaneous closing under both Purchase Agreements.
The foregoing summary of the Purchase Agreements does not purport to be complete and is subject to and qualified in its entirety by the full texts of the CW Merchandize Purchase Agreement and the Martinez Purchase Agreement, copies of which are filed as Exhibit 10.1 and Exhibit 10.2 to this report respectively and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRIDGEWAY NATIONAL CORP. | ||
| By: | /s/ Eric Blue | |
| Eric Blue | ||
| Chief Executive Officer | ||
Dated: October 19, 2020
