8-K

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

October 9, 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 ☐

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.     ☐

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 October 9, 2017, Next Group Holdings, Inc, (“NXGH” or the “Company”) signed Convertible Note Redemption and Adjusrment Agreements, with threeseparate Finance Groups that hold an aggregated value of $1,193,627 in Convertible Notes. These Agreements allow NXGH to buy back up to 70% of the outstanding notes over the next 8 months. If NXGH buys back 70% of each noteholder’s principal by Dec 31, 2017, the noteholder’s share price floor will be set at a minimum of $0.05 per share. If NXGH does not buy back 70% of each noteholder’s principal by Dec 31, 2017, the noteholder’s share price floor will be lowered to $0.02 per share.

As stated in the attached Agreements, these noteholders have agreed to release back to the company an aggregated total of 39,836,560 shares which were held as reserve for future conversions. 

LG and Cerberus are locked up from converting any notes through June 19, 2018. Quarum Holdings is locked up from converting any notes through Dec.31, 2017

The outstanding principal amounts of the renegotiated notes are with the following entities:

1-	LG Capital Funding LLC- $792,949 (NXGH may redeem up to 70%)
2-	Cerberus Finance Group, Ltd.- $266,310 (NXGH may redeem up to 70%)
3-	Quarum Holdings LLC - $134,368_ (NXGH may redeem up to 70%)

The Company has entered into a Loan Agreement with LimeCom, Inc. wherein LimeCom has agreed to lend to the Company the sum of $513,872.00_ at 6% (six percent) interest per annum to be repaid by the Company in 180 days or six months from the date of the Loan Agreement. The Company has the option to repay the loan to LimeCom, Inc. in cash or restricted shares of common stock of the Company, or a combination thereof. The price per share to be determined by the ten day market average trading price of the Company’s common stock. The Company has further agreed to provide thirty days’ notice to LimeCom, Inc. of its election to repay the note in cash or common stock, or a combination thereof. 

Item 9.01 Financial Statements and Exhibit

Exhibit No.	Description
10.1	Convertible Note Redemption and Adjustment Agreement with LG Capital Funding LLC
10.2	Convertible Note Redemption and Adjustment Agreement with Cerberus Finance Group, Ltd
10.3	Convertible Note Redemption and Adjustment Agreement with Quarum Holdings LLC
10.4	Loan Agreement by and between the Company and LimeCom, Inc.

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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: October 10, 2017	NEXT GROUP HOLDINGS, INC.
	By:	/s/ Arik Maimon
		Arik Maimon
		Chief Executive Officer

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EX-10.1

Exhibit 10.1

CONVERTIBLE NOTE REDEMPTION AND ADJUSTMENT AGREEMENT

THIS CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) is made as of October 9, 2017, (the “Effective Date”) by and between Next Group Holdings, Inc., a Florida corporation (the “Company”) LG Capital Funding LLC, a New York Limited Liability Company (“Creditor”) and LimeCom, Inc (“LimeCom”).

The parties agree as follows:

1. Redemption of LG Notes. LG was issued the convertible notes of the Company (collectively, the “Note”) set forth on the chart below:

Note Date	Note Amount		Note Balance on Effective Date Including Interest & 28% Premium (as of 9/11/17)
1 0115/2015 (Backend)	$	82,500	$	117,589.22
10/15/2015	$	82,500	$	68,602.95
11/24/2015 (Backend)	$	82,500	$	117,589.22
11/24/2015	$	82,500	$	120,783.25
12/21/2015	$	27,000	$	39,309.40
3/8/2016	$	50,000	$	86,901.66
5/16/2016	$	100,000	$	85,875.36
7/22/2016	$	50,000	$	78,473.40
8/2/2016	$	50,000	$	77,824.83

The aggregate Note balance above is deemed the “Principal”. The Principal along with a premium of 28% Principal is referred to as the “Cumulative Principal”. The Cumulative Principal shall be repaid on or prior to the dates and in the amounts no less than those listed on the chart below. Each payment will be applied to the notes in order of the note dates beginning with the oldest note. After receipt of each payment, the outstanding balances shall be recalculated including cumulative interest.

Repayment#	Repayment Date	Repayment Amount
1	November 9, 2017	$	44,000
2	December 9, 2017	$	44,000
3	January 9, 2018	$	44,000
4	February 9, 2018	$	44,000
5	March 9, 2018	$	44,000
6	April 9, 2018	$	44,000
7	May 9, 2018	$	44,000
8	June 9, 2018	$	44,000

In the event the Company is able to redeem 70% of the Cumulative Principal on or prior to December 31,2017 then the parties agree the remaining 30% ofthe principal amounts outstanding plus accrued interest May be converted by the Creditor beginning on June 19, 2018 at a fixed conversion price of $0.05 per share. In the event the Company has not paid at least 70% of the Cumulative Principal by December 31, 2017 then the conversion price for the remaining principal and accrued interest shall be fixed at $0.02 per share.

The Company covenants that it will use 30% of the total gross proceeds raised in any financing to retire the outstanding balances owed to the Creditor. Such payments must be made within 5 business days of receipt of funds.

In the event the Company faiis to make a redemption payment in the specified redemption amount within 5 business days of the Repayment Date set forth above, the total balance of the principal and all interest accrued on the notes will increase by 20%.

2. Release of Reserve Shares. Provided that every other closing condition in the transaction between the Company and LimeCom has been met, the Creditor agrees to release 32,000,000 shares from its reserve solely for the purpose of those 32,000,000 shares being issued to LimeCom in certificate format, which will be delivered back to the Creditor, along with medallion stock powers. LimeCom and the Company will irrevocably instruct the Company’s transfer agent to deliver the 32,000,000 shares certificate directly to the Creditor. In the even the Company fails to make a redemption payment in the specified redemption amount within 5 business days of the Repayment Date set forth above, the certificate will be returned to the Company’s transfer agent for cancellation and the 32,000,000 shares shall be returned to the reserve account of the Creditor.

3. 8K for Limecom Transaction. Within 4 calendar days of the closing of the LimeCom transaction, the Company MUST file an 8K announcing such filing or the 32,000,000 shares certificate shall be returned for cancellation and the 32,000,000 shares shall be returned to the Creditor reserve.

4. 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.

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

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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.		LG CAPITAL FUNDING LLC
By:	/s/ Arik Maimon	By:	/s/ Joseph Lerman
Name:	Arik Maimon	Name:	Joseph Lerman
Title:	CEO	Title:	Manager
Date:	October 9, 2017	Date:	October 9, 2017

LIMECOM, INC.
By:	/s/ Orlando Taddeo
Name:	Orlando Taddeo
Title:	CEO
Dated:	October 9, 2017

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EX-10.2

Exhibit 10.2

CONVERTIBLE NOTE REDEMPTION AND ADJUSTMENT AGREEMENT

THIS CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) is made as of October 9, 2017, (the “Effective Date”) by and between Next Group Holdings, Inc., a Florida corporation (the “Company”) Cerberus Finance Group, Ltd (“Creditor”) and LimeCom, Inc. (“LimeCom”).

The parties agree as follows:

1. Redemption of Cerberus Finance Group, Ltd Notes. Cerberus Finance Group, Ltd. was issued the convertible notes of the Company (collectively, the “Note”) set forth on the chart below:

Note Date	Note Amount		Note Balance on Effective Date Including Interest & 28% Premium (as of 9/11/17)
1/15/16	$	131,250.00	$	185,934.31
3/8/16	$	50,000.00	$	80,376.03

The aggregate Note balance above is deemed the “Principal”. The Principal along with a premium of 28% Principal is referred to as the “Cumulative Principal”. The Cumulative Principal shall be repaid on or prior to the dates and in the amounts no less than those listed on the chart below. After receipt of each payment the outstanding balances shall be recalculated including cumulative interest.

Repayment #	Repayment Date	Repayment Amount
1	November 9, 2017	$	11,000
2	December 9, 2017	$	11,000
3	January 9, 2018	$	11,000
4	February 9, 2018	$	11,000
5	March 9, 2018	$	11,000
6	April 9, 2018	$	11,000
7	May 9, 2018	$	11,000
8	June 9, 2018	$	11,000

In the event the Company is able to redeem 70% of the Cumulative Principal on or prior to December 31, 2017 then the parties agree the remaining 30% of the principal amounts outstanding plus accrued interest May be converted by the Creditor beginning on June 19, 2018 at a fixed conversion price of $0.05 per share. In the event the Company has not paid at least 70% of the Cumulative Principal by December 31, 2017 then the conversion price for the remaining principal and accrued interest shall be fixed at $0.02 per share.

The Company covenants that it will use 30% of the total gross proceeds raised in any financing to retire the outstanding balances owed to the Creditor. Such payments must be made within 5 business days of receipt of funds or the fixed conversion price floor shall revert to .02 on any Note.

In the event the Company fails to make a redemption payment in the specified redemption amount within 5 business days of the Repayment Date set forth above, the total balance of the principal and all interest accrued on the notes will increase by 20%.

2. Release of Reserve Shares. Provided that every other closing condition in the transaction between the Company and LimeCom has been met, the Creditor agrees to release 5,336,560 shares from its reserve solely for the purpose of those 5,336,560 shares being issued to LimeCom in certificate format, which will be delivered back to the Creditor, along with medallion stock powers. LimeCom and the Company will irrevocably instruct the Company’s transfer agent to deliver the 5,336,560 shares certificate directly to the Creditor. In the event the Company fails to make a redemption payment in the specified redemption amount within 5 business days of the Repayment Date set forth above, the certificate will be returned to the Company’s transfer agent for cancellation and the 5,336,560 shares shall be returned to the reserve account of the Creditor.

3. 8K for Limecom Transaction. Within 4 calendar days of the closing of the LimeCom transaction, the Company MUST file an 8K announcing such filing or the 5,336,560 shares certificate shall be returned for cancellation and the 5,336,560 shares shall be returned to the Creditor reserve.

4. 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.

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

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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:	October 9, 2017	Date:	October 9, 2017

LIMECOM, INC.
By:	/s/ Orlando Taddeo
Name:	Orlando Taddeo
Title:	CEO
Dated:	October 9, 2017

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EX-10.3

Exhibit 10.3 

AMENDMENT TO NEXT GROUP HOLDINGS, INC.

CONVERTIBLE NOTE REDEMPTION AND LOCK-UP AGREEMENT

THIS AMENDMENT #3 TO THE CONVERTIBLE NOTE REDEMPTION AGREEMENT (“Agreement”) originally entered into as of March 23, 2017 (the “Original Agreement”) is made as of September 18, 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:

1. Section 3 of the Original Agreement is amended to read as follows: Lock-Up Period. The Creditor agrees that until the decribed dates herein below, the following terms and conditions ratify and are changed and accepted to by the Company and the Creditor effective today September 18, 2017 moving forward, it will  modify all  conversions under any Note, related to this amendment and original Agreement.

2. The redemption rights in Section 2 of the Original Agreement shall be governed by this addendum .

3. 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.

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

e. The Creditor agrees to to the following business terms between Parties.   1)$ ______ per month payments inclusive of ALL the current convertible note holders cumulatively paid by the Company towards said principal over 12 months.   2)The Company shall buy 70% of all notes between the Creditor and the Company. If anything less than 12 months less than 12 -8 months then Company shall not buy 70% of all notes between The Creditor and the Company, the company shall buy 55% of all outstanding notes between the Creditor and the Company. 3)The key here is as follow, when and if Pipe money comes in for NXGH on or before Dec-31-17 and we can pay this year the 70% than the 30% remaining will be converted at 0.05 per share. 4)If the Company does not pay you the 70% on or before Dec-31 the floor shall be lowered down to 0.02   5)If the company is doing reverse split then the Creditor shares, shall reserve split as well.     6)Default status is upon if we miss 2 payments or thereafter.   7)A monthly reconciliation shall take place after every payment. the principle amount go down and we need to reconcile month by month.     8)Concurrence and Agreement of release of reserve of shares as discussed between the Creditor , the Company shall be memorialized and sent to the Transfer Agent of Record of the Company.  

f. The Creditor agrees to release all reserve shares with the Company Transfer agent.

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:	September  18, 2017	Date:	September  18, 2017

EX-10.4

Exhibit 10.4 

NEXT GROUP HOLDINGS INC.

1111 Brickell Avenue, Suite 2200

Miami, FL, 33131

October 10, 2017

LimeCom, Inc.

c/o Ainsworth & Clancy

1111 Brickell Avenue

11th Floor

Miami, FL 33131

Gentlemen:

The within is to confirm our understanding and agreement as of October 9, 2017, that LimeCom, Inc. (“LimeCom”) agrees to lend to Next Group Holdings Inc. (“NXGH”) the aggregate sum of $440,000 (Four Hundred and Forty Thousand and 00/xx Dollars) consisting of the sum of $55,000 (Fifty Five Thousand and 00/xx Dollars) per month consisting of ($44,000 and $11,000) for eight (8) consecutive months, which sums will be exclusively used for the repayment of convertible notes to LG Capital Funding LLC (“LG Capital”) and Cerberus Finance Group, Ltd. (“Cerberus”) as set forth in the agreement dated October 9, 2017 by and between NXGH and LG Capital and Cerberus. As you are further aware, LimeCom’s consent was endorsed on each of the separate agreements with LG Capital and Cerberus, and the within is to confirm and ratify each of the consents referred to herein.

Our company agrees to repay the loans and advances made by LimeCom commencing six (6) months of 180 (one hundred eighty) days from the date hereof on or before April 10, 2018, with interest at the sum of 6% (six percent) per annum.

It is further understood and agreed that our company has the option to be resolved by its Board of Directors to repay the indebtedness herein in cash or restricted common stock or a combination of cash and stock at the ten (10) day market average trading price of NXGH common stock prior to the due date of the loans herein. Additionally, it is agreed that NXGH will provide written notice to LimeCom of its election to either pay the note in full plus interest or shares of stock of NXGH, or a combination thereof, within thirty (30) days of the due date of said loan.

NXGH has further confirmed that as of September 18, 2017, it has made an agreement with Quarum Holdings LLC (“Quarum”) that it has amended its convertible note agreement entered into on March 23, 2017, wherein it agreed to pay the sum of $9,234 per month for eight (8) consecutive months until the aggregate sum of $73,872 is paid to Quarum. In that regard, LimeCom agrees to lend an additional $73,872 over a period of eight (8) months to NXGH at 6% (six percent) interest, which funds will be used to repay Quarum. NXGH agrees to pay LimeCom the aggregate sum of $513,872.00 with interest at 6% (six percent) under the same terms and conditions with the same option provided to NXGH as provided for herein.

LimeCom further acknowledges that it has been provided with copies of the Amendment to the Convertible Note Redemption Agreements with LG Capital, Cerberus and Quarum, and is further aware that NXGH is a publically owned company and is required to report the within transactions on a Form 8-K Report to be filed with the Securities and Exchange Commission.

If the within meets with your understanding and agreement, please sign a copy of the within and maintain a duplicate original copy for your records.

	Very truly yours,
	NEXT GROUP HOLDINGS INC.
By:

AGREED TO:
LIMECOM, INC.
By:
	Authorized Signatory