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 reported event): July 20, 2015
EMPIRE GLOBAL CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 0 - 50045 33-0823179
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification Number)
incorporation or
organization)
130 Adelaide Street West, Suite 701
Toronto, Ontario M5H 2K4, Canada
(Address of principal executive offices)
(647) 229-0136
(Registrant's telephone number)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registration under any of
the following provisions (see General Instruction A.2. below):
|_| 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))
Item 1.01 Entry into a Material Definitive Agreement.
On July 20, 2015, we entered into an investment agreement (the "Agreement") with
Tangiers Investment Group, LLC (the "Investor"), whereby the Investor has agreed
to invest up to $5,000,000 to purchase shares of our common stock.
Subject to the terms and conditions of the Agreement and a registration rights
agreement, we may, in our sole discretion, deliver a notice (the "Put Notice")
to the Investor which states the dollar amount which we intend to sell to the
Investor on a certain date. The amount that we shall be entitled to sell to the
Investor shall be equal one hundred percent (100%) of the average of the daily
trading dollar volume (U.S. market only) of the Common Stock for the ten (10)
consecutive trading days immediately prior to the date which the applicable Put
Notice is delivered (the "Put Notice Date") so long as such amount does not
exceed an accumulative amount per month of $150,000 unless a prior approval of
the Investor is obtained by the Company. The minimum amount shall be equal to
$5,000. The Investor is prohibited from owning more than 9.99% of the Company's
outstanding shares would exceed as determined in accordance with Rule 13d-1(j)
of the Securities Exchange Act of 1934.
In connection with the Agreement, we also entered into a registration rights
agreement dated July 20, 2015, whereby we agreed to file a Registration
Statement on Form S-1 with the Securities and Exchange Commission within thirty
(30) days of the date of the registration rights agreement and to have the
Registration Statement declared effective by the Securities and Exchange
Commission no more than ninety (90) days after we have filed the Registration
Statement.
Also, on July 9, 2015 we entered into an agreement to issue a Convertible
Promissory Note (the "Note") with the Investor with a principal amount of
$220,000 (the "Principal Sum") bearing interest at a rate of 10% per annum due
12 months after the issue date. The Note also includes an Original Issue
Discount ("OID") of 10%, of any consideration paid.
The Note is convertible into shares of common stock of the Company at a price
equal to the lower of $0.80 or 60% of the lowest trading price of the Company's
common stock during the 20 consecutive trading days prior to the date on which
Investor elects to convert all or part of the Note. (the "Conversion Price").
The conversion price is subject to proportional adjustment in the event of stock
splits, stock dividends, and similar corporate events.
In connection with the Note, the Investor is prohibited from owning more than
4.99% of the Company's outstanding shares, unless the market capitalization of
the Company's common stock is less than $10,000,000, in which case the Investor
is prohibited from owning more than 9.99% of the Company's outstanding shares.
On July 21, 2015, (the "Closing Date") in consideration for the Note the
Investor delivered cash consideration of $55,000 (the "Initial Consideration")
less an OID of $5,000 for net proceeds to the Company of $50,000. In addition,
the Company paid $4,000 in commission to the placement agent related to the
transaction (the "Fees").
The Company may prepay the Note in whole or in part, according to the following
schedule:
Days Since Effective Date Prepayment Amount
_________________________ ________________________
Under 30 100% of Principal Amount
31-60 110% of Principal Amount
61-90 120% of Principal Amount
91-120 130% of Principal Amount
121-150 140% of Principal Amount
151-180 150% of Principal Amount
After 180 days from the Closing Date the Note may not be prepaid without written
consent from Investor, which consent may be withheld, delayed, denied, or
conditions in Investor's sole and absolute discretion.
In the event of a default, the Note may be accelerated by the Investor. The
outstanding balance is immediately due and payable at an interest rate of the
lesser of 18% per annum (or the maximum rate permitted by law) applied to the
outstanding balance.
Item 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION
The total proceeds the Company received from the Note was $55,000, less the
original issue discount of $5,000 plus the Fees of $4,000. As of the date of the
Note, the Company is obligated on the Note issued to the Investor. The Note is a
debt obligation arising other than in the ordinary course of business, which
constitutes a direct financial obligation of the Company and provides for
penalties and rescission rights if Empire does not deliver shares of its common
stock upon conversion within the required timeframes.
In addition, Empire State Financial Inc. ("ESFI") of Long Island, NY served as
placement agent for the Company in the Transaction. The Company paid commissions
of $4,000 to ESFI and will issue an amount of Common Shares of the Company equal
to 6% of the aggregate Initial Cash Purchase price based upon the price of the
Common Stock as offered in the Transaction.
The Company claims an exemption from the registration requirements of the
Securities Act of 1933, as amended (the "Act") for the private placement of
these securities pursuant to Section 4(2) of the Act and/or Regulation D
promulgated there under since, among other things, the transaction did not
involve a public offering, the Investor is an accredited investor, with access
to information about the Company and their investment, the Investor took the
securities for investment and not resale, and the Company took appropriate
measures to restrict the transfer of the securities.
The foregoing descriptions of the investment agreement, registration rights
agreement and Note are qualified in their entirety by reference to such
investment agreement, registration rights agreement and Note, which are filed
as Exhibits 10.1, 10.2 and 2.1, respectively, hereto and are incorporated
herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
2.1 Convertible Promissory Note issued to Tangiers Investment
Group, LLC, dated July 9, 2015
2.2 Form of Transfer Agent Instructions
10.1 Investment Agreement dated July 20, 2015 with Tangiers Investment
Group, LLC.
10.2 Registration Rights Agreement dated July 20, 2015 with Tangiers
Investment Group, LLC.
10.3 Form of Officers Certificate
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.
DATED: July 24, 2015. EMPIRE GLOBAL CORP.
Per: /s/ MICHELE CIAVARELLA, B.SC
_________________________________
MICHELE CIAVARELLA
Chairman of the Board
Chief Executive Officer