8-K 1 nbh-8k.htm NEXT BRIDGE HYDROCARBONS, INC. 8-K
 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 31, 2023

 

Next Bridge Hydrocarbons, Inc.
(Exact name of registrant as specified in its charter)

 

Nevada
(State or other jurisdiction
of incorporation)

 

333-266143 87-2538731
(Commission
File Number)
(IRS Employer
Identification No.)
   
6300 Ridglea Place, Suite 950
Fort Worth, Texas
76116
(Address of principal executive offices) (Zip Code)
   

(817) 438-1937
Registrant’s telephone number, including area code

 

Not applicable
(Former name or former address, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act: None

 

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 (see General Instruction A.2. below):

 

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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 x

 

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

 

 

Item 1.01. Entry into a Material Definitive Agreement

 

Amendment to 2021 Note

 

On March 31, 2023, Next Bridge Hydrocarbons, Inc. (the “Company”) entered into the Second Amendment (“Amendment No. 2”) to 8% Secured Promissory Note, originally issued September 30, 2021 (as amended from time to time, the “2021 Note”), in favor of Meta Materials, Inc. (“Lender”). Amendment No. 2 extends the maturity date of the 2021 Note from March 31, 2023 to October 3, 2023.

 

Amendment to Loan Agreement

 

On March 31, 2023, the Company entered into the Second Amendment (the “Second Amendment”) to the Loan Agreement dated as of September 2, 2022 (as amended from time to time, the “Loan Agreement”) with Lender and each of the other loan parties named in the Loan Agreement, pursuant to which (a) the maturity date was extended to October 3, 2023 and (b) the parties agreed to increase the commitments under the Loan Agreement from $5,000,000 to $7,589,361.77.

 

The foregoing descriptions of Amendment No. 2 and the Second Amendment are only summaries and are qualified in their entirety by reference to the full text of each such agreement, which are filed as Exhibit 10.1 and Exhibit 10.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.

 

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

The information required by this Item 2.03 is included in Item 1.01 of this Current Report on Form 8-K and is incorporated by reference herein.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit  
Number Description
   
10.1 Second Amendment to Secured Promissory Note, between Next Bridge Hydrocarbons, Inc., as debtor, and Meta Materials, Inc., as holder, dated March 31, 2023.
10.2 Second Amendment to Loan Agreement between Meta Materials, Inc. and Next Bridge Hydrocarbons, Inc., dated March 31, 2023.

 

 

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.

 

  NEXT BRIDGE HYDROCARBONS, INC.
   
Date: April 5, 2023 By:  /s/ Clifton DuBose, Jr.
    Name:  Clifton DuBose, Jr.
    Title: Chairman and Chief Executive Officer