0001213900-17-007443.txt : 20170711 0001213900-17-007443.hdr.sgml : 20170711 20170711172130 ACCESSION NUMBER: 0001213900-17-007443 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20170629 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20170711 DATE AS OF CHANGE: 20170711 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NEXT GROUP HOLDINGS, INC. CENTRAL INDEX KEY: 0001424657 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-GROCERIES & RELATED PRODUCTS [5140] IRS NUMBER: 463243320 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-54923 FILM NUMBER: 17960562 BUSINESS ADDRESS: STREET 1: 1111 BRICKELL AVENUE STREET 2: SUITE 2200 CITY: MIAMI STATE: FL ZIP: 33131 BUSINESS PHONE: (800) 611-3622 MAIL ADDRESS: STREET 1: 1111 BRICKELL AVENUE STREET 2: SUITE 2200 CITY: MIAMI STATE: FL ZIP: 33131 FORMER COMPANY: FORMER CONFORMED NAME: Pleasant Kids, Inc. DATE OF NAME CHANGE: 20141223 FORMER COMPANY: FORMER CONFORMED NAME: NYBD Holding, Inc. DATE OF NAME CHANGE: 20130719 FORMER COMPANY: FORMER CONFORMED NAME: LEAGUE NOW HOLDINGS CORP DATE OF NAME CHANGE: 20080123 8-K 1 f8k062917_nextgrouphold.htm CURRENT REPORT

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Act of 1934

June 29, 2017

(Date of earliest event Reported)

NEXT GROUP HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida		333-148987		20-3537265
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1111 Brickell Avenue, Suite 2200, Miami, FL, 33131
(Address of principal executive offices)

Registrant's telephone number, including area code: (800) 611-3622

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

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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 o

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. o

NOTE ABOUT FORWARD LOOKING STATEMENTS

Most of the matters discussed within this report include forward-looking statements on our current expectations and projections about future events. In some cases you can identify forward-looking statements by terminology such as “may,” “should,” “potential,” “continue,” “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” and similar expressions. These statements are based on our current beliefs, expectations, and assumptions and are subject to a number of risks and uncertainties, many of which are difficult to predict and generally beyond our control, that could cause actual results to differ materially from those expressed, projected or implied in or by the forward-looking statements. Such risks and uncertainties include the risks noted under “Item 1A Risk Factors.” We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 1.01. Entry into a Definitive Material Agreement

On July 3 & July 5, 2017, Next Group Holdings, Inc, ("NXGH" or the "Company") signed definitive Agreements with effective dates of June 29, 2017, with three separate Finance Groups that hold an aggregated value of $1,106,500 in Convertible Notes. These Agreements allow NXGH to buy back up to 75% of the outstanding notes before Aug 7, 2017. These finance groups are locked up from converting any notes through August 7, 2017. Starting on Aug. 7, 2017, the conversion price floor will increase from $0.02 per share to $0.10 per share if NXGH raises between $2,000,000-$2,999,999 and will increase to $0.15 per share if NXGH is successful in raising $3 million by Aug. 7, 2017.

The renegotiated notes are with the following entities:

1- LG Capital Funding LLC- $738,250 (NXGH may redeem up to $553,688

2- Cerberus Finance Group, Ltd.- $218,250 (NXGH may redeem up to $163,687)

3- Quarum Holdings, LLC- $150,000 (NXGH may redeem up to $112,600)

Item 9.01 Financial Statements and Exhibit

99.1	Convertible Note Redemption Agreements

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.

Dated: July 11, 2017	NEXT GROUP HOLDINGS, INC.

	By:	/s/ Arik Maimon
		Arik Maimon
		Chief Executive Officer

EX-99.1 2 f8k062917ex99i_nextgroup.htm CONVERTIBLE NOTE REDEMPTION AGREEMENTS

Exhibit 99.1

AMENDMENT TO NEXT GROUP HOLDINGS, INC.

CONVERTIBLE NOTE REDEMPTION AND LOCK-UP AGREEMENT

THIS AMENDMENT #1 TO THE CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) originally entered into on March 23, 2017 (the “Original Agreement”) is made as of June 29, 2017, (the “Effective Date”) by and between Next Group Holdings, Inc., a Florida corporation (the “Company”) and LG Capital Funding LLC, a New York Limited Liability Company (“Creditor”).

WHEREAS, the parties desire to amend the Original Agreement to read as set forth below

THEREFORE, the parties agree as follows:

Section I of the Original Agreement is amended to read as follows: The Creditor shall have the right to convert $60,000 in principal of the Note into shares of Company Common Stock at $0.02 per share.

Section 3 of the Original Agreement is amended to read as follows: Lock-Up Period. The Creditor agrees that until August 7, 2017, it will not effect any conversions under any Note, except as contemplated in Section I of this Agreement.

General Provisions:

This Agreement shall be governed by the laws of the State of New York. This Agreement represents the entire Agreement between the parties with respect to the redemption of the Note and may only be modified or amended in writing signed by both parties.

Any notice, demand or request required or permitted to be given by either the Company or the Creditor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

Each party agrees upon request to execute any further documents or instruments reasonably necessary to carry out the purposes or intent of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and the year first set forth above.

NEXT GROUP HOLDINGS, INC.

By:	/s/ Arik Maimon	By:	/s/ Joseph Lerman
	Name: Arik Maimon		Name: Joseph Lerman
	Title: CEO		Title: Manager
	Date: July 5, 2017		Date: July 5, 2017

AMENDMENT TO NEXT GROUP HOLDINGS, INC.

CONVERTIBLE NOTE REDEMPTION AND LOCK-UP AGREEMENT

THIS AMENDMENT #1 TO THE CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) originally entered into on March 23, 2017 (the “Original Agreement”) is made as of July 5, 2017, (the “Effective Date”) by and between Next Group Holdings, Inc., a Florida corporation (the “Company”) and Cerberus Finance Group, Ltd (“Creditor”).

WHEREAS, the parties desire to amend the Original Agreement to read as set forth below

THEREFORE, the parties agree as follows:

Section 1 of the Original Agreement is amended to read as follows: The Creditor shall have the right to convert $30,000 in principal of the Note into shares of Company Common Stock at $0.02 per share.

General Provisions:

Any notice, demand or request required or permitted to be given by either the Company or the Creditor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

Each party agrees upon request to execute any further documents or instruments reasonably necessary to carry out the purposes or intent of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and the year first set forth above.

NEXT GROUP HOLDINGS, INC.		CERBERUS FINANCE GROUP, LTD

By:	/s/ Arik Maimon	By:	/s/ Alberto Dayan
	Name: Arik Maimon		Name: Alberto Dayan
	Title: CEO		Title: Manager
	Date: July 5, 2017		Date: July 5, 2017

AMENDMENT TO NEXT GROUP HOLDINGS, INC.

CONVERTIBLE NOTE REDEMPTION AND LOCK-UP AGREEMENT

THIS AMENDMENT #1 TO THE CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) originally entered into as of March 23, 2017 (the “Original Agreement”) is made as of June 29, 2017, (the “Effective Date”) by and between Next Group Holdings, Inc., a Florida corporation (the “Company”) and Quarum Holdings LLC, a New York Limited Liability Company (“Creditor”).

WHEREAS, the parties desire to amend the Original Agreement to read as set forth below

THEREFORE, the parties agree as follows:

Section 1 of the Original Agreement is amended to read as follows: The Creditor shall have the right to convert $22,500 in principal of the Note into shares of Company Common Stock at $0.02 per share.

The redemption rights in Section 2 of the Original Agreement shall remain unchanged. An executed copy of the Original Agreement is attached.

General Provisions:

	a.	This Agreement shall be governed by the laws of the State of New York. This Agreement represents the entire Agreement between the parties with respect to the redemption of the Note and may only be modified or amended in writing signed by both parties.

	b.	Any notice, demand or request required or permitted to be given by either the Company or the Creditor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

	c.	Either party’s failure to enforce any provision or provisions of this Agreement shall not in any way be construed as a waiver of any such provision or provisions, nor prevent that party thereafter from enforcing each and every other provision of this Agreement. The rights granted both parties herein are cumulative and shall not constitute a waiver of either party’s right to assert all other legal remedies available to it under the circumstances.

Each party agrees upon request to execute any further documents or instruments reasonably necessary to carry out the purposes or intent of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and the year first set forth above.

NEXT GROUP HOLDINGS, INC.		QUARUM HOLDINGS, LLC

By:	/s/ Arik Maimon	By:	/s/ Dennis Ringer
	Name: Arik Maimon		Name: Dennis Ringer
	Title: CEO		Title: Manager
	Date: July 3, 2017		Date: July 3, 2017

NEXT GROUP HOLDINGS, INC.

CONVERTIBLE NOTE REDEMPTION AND LOCK-UP AGREEMENT

THIS CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) is made as of March 23, 2017, (the “Effective Date”) by and between Next Group Holdings, Inc., a Florida corporation (the “Company”) and Quarum Holdings, LLC (“Creditor”).

WHEREAS, the Creditor is the owner of the following Convertible Notes issued by the Company:

Note Date	Note Face Amount
March 8, 2016	$	25,000
May 16, 2016	$	75,000
July 22, 2016	$	50,000

All of the aforementioned notes are individually and collectively referred to as the “Note”.

WHEREAS, the Company desires to have the ability to redeem a portion of the Note totaling up to $102,743; and,

WHEREAS, the Creditor agrees to allow the Company to redeem the Note in an amount of up to $102,743, all on the terms and conditions contained herein:

THEREFORE, the parties agree as follows:

Redemption of Note Pre-Raising of Funds. On or before, April 28, 2017, the Company shall pay $5,715 towards the Note. Notwithstanding anything else in this agreement to the contrary, in the event the Company does not make the $5,715 payment on or prior to April 28, 2017, then the Creditor shall have the right to convert $15,000 in principal of the Note into shares of Company Common Stock at a conversion price of $0.02 per share without any lockup.

2.	Redemption of Note Post-Raising of Funds within 90 days of this Agreement:

After the contemplated raising of funds has been completed (within the next ninety (90) days after the signing of this Agreement), the Company shall pay to the Creditor $141,340 towards the repayment of the Note, and allow the Creditor to convert a portion of the Note as follows:

If, within the 90 day period, the Company raises between $2,000,000- $2,999,999 through its fundraising, the Company shall be obligated to redeem a minimum of 65% (and a maximum of 75%), the total outstanding amount of the Note at that time at rate equal to 128% of the sum of the outstanding principal and accrued interest). Upon redemption, the conversion price floor will be raised from $0.02 to $0.10. The Creditor shall have the right to determine the order and allocation in which the notes are redeemed. If the Company fails to deliver the funds within the aforementioned time frame, then the Company shall have lost the right to redeem any of the Notes.

ii.

If the Company raises $3,000,000 or above, the Company shall be obligated to redeem a minimum of 65% (and a maximum of 75%), the total outstanding amount of the Note at that time at rate equal to 128% of the sum of the outstanding principal and accrued interest). Upon redemption, the conversion price floor will be raised from $0.02 to $0.15. The Creditor shall have the right to determine the order and allocation in which the notes are redeemed. If the Company fails to deliver the funds within the aforementioned time frame, then the Company shall have lost the right to redeem any of the Notes.

Lock-Up Period. The Creditor agrees that until ninety (90) days after signing this Agreement that it will not effect any conversions under any Note, except as contemplated in Section I of this Agreement. The lock-up period is being instituted to allow the Company the ability to raise capital as contemplated in Section 2.

Reinstatement of Conversion Floor Price. There shall be a conversion floor price of $0.02 per share on the Note listed above in the recital to this Agreement, unless the Company is able to raise the funds as outlined in Section 2. If the funds are raised as per section 2(a)(i) or Section 2(a)(ii) then the redemption price shall be as stated in those Sections.

5.	General Provisions:

Any notice, demand or request required or permitted to be given by either the Company or the Creditor pursuant to the terms of this Agreement shall be in writing and shall be deemed given when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and addressed to the parties at the addresses of the parties set forth at the end of this Agreement or such other address as a party may request by notifying the other in writing.

Each party agrees upon request to execute any further documents or instruments reasonably necessary to carry out the purposes or intent of this Agreement.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and the year first set forth above.

NEXT GROUP HOLDINGS, INC.		QUARUM HOLDINGS LLC

By:	/s/ Arik Maimon	By:	/s/ Dennis Ringer
	Name: Arik Maimon		Name: Dennis Ringer
	Title: CEO		Title: Manager
	Date: April 5, 2017		Date: March 30, 2017

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