UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

 

Schedule 14C

(Rule 14c-101)

 

INFORMATION REQUIRED IN INFORMATION STATEMENT

SCHEDULE 14C INFORMATION

 

Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

 

Check the appropriate box:

 

o

Preliminary Information Statement

 

 

o

Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(g))

 

 

ý

Definitive Information Statement

 

NEWBRIDGE GLOBAL VENTURES, INC.

(Name of Registrant as Specified in its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

ý 

No fee required.

o

Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.

 

 

1)

 

Title of each class of Securities to which Transaction applies: N/A

2)

 

Aggregate number of securities to which Transaction applies: N/A

3)

 

Per unit price or other underlying value of Transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): N/A

4)

 

Proposed maximum aggregate value of Transaction : N/A

5)

 

Total fee paid: N/A

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

1)

 

Amount Previously Paid:

 

 

 

 

 

2)

 

Form, Schedule or Registration Statement No.:

 

 

 

 

 

3)

 

Filing Party:

 

 

 

 

 

4)

 

Date Filed:

 

We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.


1



 

 

NEWBRIDGE GLOBAL VENTURES, INC.

626 East 1820 North

Orem, Utah 84097

(801) 362-2115

 

Dear Stockholder:

 

This letter and accompanying information statement is being furnished to the stockholders of NEWBRIDGE GLOBAL VENTURES, INC., a Delaware corporation (the “Company,” “we,” or “our”), to inform them of certain corporate actions intended to be taken by the Company.

 

We Are Not Asking You for a Proxy and You are Requested Not To Send Us a Proxy.

 

The corporate actions described in the accompanying information statement were approved by our Board of Directors (the “Board”) and by the written consent of holders of a majority of our issued and outstanding common stock.  Under Section 228 of the Delaware General Corporation Law, and our Bylaws, as the same may be amended from time to time, we may effect the corporate actions described in the accompanying information statement without a meeting or vote of our stockholders if stockholders holding a majority of our issued and outstanding common stock have consented to such actions in writing.  Accordingly, we are not asking for your vote on these matters and the accompanying information statement is being furnished solely for the purpose of informing you of the corporate actions described therein before they take effect.

 

The corporate actions described in the accompanying information statement include the sale of its operating subsidiaries to Nabufit Finance, ApS, an entity owned and controlled by the former officer, director and significant shareholder Morten Krarup.

 

The accompanying information statement contains details of the corporate actions described above.  You are urged to read it carefully and in its entirety.

 

The accompanying information statement will be posted on the Company’s website and postcards directing stockholders to the website will be mailed to them on or after March 9, 2018.  

 

Thank you for your continued support.

 

Sincerely,

 

/s/ Robert Bench, Chief Financial Officer

 


2


NEWBRIDGE GLOBAL VENTURES, INC.

INFORMATION STATEMENT

CONCERNING CORPORATE ACTIONS AUTHORIZED BY WRITTEN 
CONSENT OF STOCKHOLDERS OWNING A MAJORITY 
OF SHARES OF VOTING SECURITIES ENTITLED TO VOTE THEREON

WE ARE NOT ASKING YOU FOR A PROXY AND 
YOU ARE REQUESTED NOT TO SEND US A PROXY

GENERAL INFORMATION

This Information Statement is being furnished to the stockholders of NewBridge Global Ventures, Inc., a Delaware corporation ("Company," "we' or "us"), to advise them of the corporate actions described herein, which have been authorized by the written consent of holders of a majority of the Company's common stock. This action is being taken in accordance with the requirements of the general corporation law of the State of Delaware ("DGCL").

The Company's Board of Directors determined that the close of business on March 6, 2018 is the record date ("Record Date") for the stockholders entitled to notice about the actions authorizing the sale of the subsidiaries. The foregoing action is referred to herein as the "Action."

Under Section 228 of the DGCL, any action required or permitted by the DGCL to be taken at an annual or special meeting of stockholders of a Delaware corporation may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, is signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the approval of the Action must be given to those stockholders who have not consented in writing to the action and who, if the action had been taken at a meeting, would otherwise have been entitled to notice of the meeting.

On August 28, 2017, the owners of record of an aggregate of 2,316,789 shares of the Company's common stock, representing approximately 65.34% of the outstanding common stock of the Company, executed and delivered to the Company a written consent authorizing and approving the Action.

Accordingly, the above Action has been approved by holders representing approximately 65.34% of the Company's outstanding common stock. As such, no vote or further action of the stockholders of the Company is required to approve the Action. You are hereby being provided with notice of the approval of the Action by less than unanimous written consent of the stockholders of the Company.

On August 27, 2017, the Board of Directors approved the Action and authorized the Company's officers to deliver this Information Statement.  The Action was closed on September 1, 2017.

The executive offices of the Company are located at 626 East 1820 North, Orem, Utah 84097, and its telephone number is (801) 362-2115.

This Information Statement will first be mailed to stockholders on or about March 9, 2018 and is being furnished for informational purposes only.

INTEREST OF PERSONS IN MATTERS TO BE ACTED UPON


3


No officer or director or principal shareholder has a substantial or material interest in the favorable outcome of these Actions other than as discussed herein.

VOTING SECURITIES

The Company had shares of its common stock issued and outstanding at the time of the stockholder action. As of the date of the stockholder action, there were 3,545,604 shares of common stock issued and outstanding and no issued and outstanding shares of preferred stock.

Each share of common stock is entitled to one vote on all matters submitted to the holders of common stock for their approval. The consent of the holders of a majority of the Company’s common stock was necessary to authorize the Action described herein.


4


 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth the number of shares of our common stock beneficially owned by the following persons or groups as of August 28, 2017 (i) each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock, (ii) each of our executive officers and directors and (iii) all of our executive officers and directors as a group.  Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In determining the percentages, the following table assumes 3,545,604 shares of our common stock are issued and outstanding.

 

Name and Address

 

Amount and Nature of Beneficial Ownership (1)

 

 

 

Percent of Class of Common Stock

 

Brian Mertz, Director

 

 

336,576

 

(2

)

 

9.49

%

626 East 1820 North

 

 

 

 

 

 

 

 

 

Orem, Utah 84097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Robert Bench, Chief Executive Officer

 

 

983

 

 

(3)

 

0.03

%

626 East 1820 North

 

 

 

 

 

 

 

 

 

Orem, Utah 84097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ben Esque, Director

 

 

161,290

 

 

(4) 

 

4.55

%

626 East 1820 North

 

 

 

 

 

 

 

 

 

Orem, Utah 84097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ole Sigety, Director

 

 

19,676

 

 

(5) 

 

0.05

%

Frederiksgade 21

 

 

 

 

 

 

 

 

 

DK-1265 Copenhagen K

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

MEMP, ApS

 

 

1,233,499

 

 

 

 

34.79

%

626 East 1820 North

 

 

 

 

 

 

 

 

 

Orem, Utah 84097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Hans Kjaer Holdings

 

 

316,624

 

 

 

 

4.55

%

626 East 1820 North

 

 

 

 

 

 

 

 

 

Orem, Utah 84097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Zat Investment ApS

 

 

268,800

 

 

 

 

7,58

%

626 East 1820 North

 

 

 

 

 

 

 

 

 

Orem, Utah 84097

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

All current executive officers and

 

 

 

 

 

 

 

 

 

directors as a group (4 persons)

 

 

518,525

 

 

 

 

14.63

%

 


5


(1)

Except as indicated below, each person has sole and voting and/or investment power over the shares listed, subject to applicable community property laws. There are no options granted or outstanding.

(2)

 Includes 9.365 shares owned by World Wide Investment Fund, 21,466 shares owned by Stratega ApS, and 5,500 shares owned by GrowthCom ApS which may be deemed to be beneficially owned by Mr. Mertz who is a control person in each company.

(3)

Includes 298 shares owned by Vector Capital, LLC, which may be deemed to be beneficially owned by Mr. Bench who is the managing member of Vector Capital LLC.

(4)

(5)

Shares held by Kodiak Capital Group, LLC

Includes 2,222, shares owned by FFP ApS, an entity controlled by Mr. Sigetty.

 

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial owners of more than 10% of the Company's common stock are required by SEC regulations to furnish the Company with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on a review of the copies of such forms furnished to the Company, or written representations that no reports were required, the Company believes that for the fiscal year ended December 31, 2016, beneficial owners complied with the Section 16(a) filing requirements applicable to them in that each officer, director and beneficial owner of 10% or more of the Company's securities filed the applicable Forms 3, 4 or 5 with the SEC.

 

DIRECTORS AND OFFICERS

 

The following table sets forth certain information for the officers and directors of the Company.

 

Name

Age

Position

Term of Office

 

 

 

 

Brian Mertz

41

Director

One year

 

 

 

 

Ole Sigetty

46

Director, Secretary

One year

 

 

 

 

Ben Esque

 

Director

One year

 

 

 

 

Mark Mersman

50

Director, Chief Executive Officer

N/A

 

 

 

 

Scott Cox

45

Director, President

NA

 

 

 

 

Robert K. Bench

68

Chief Financial Officer

N/A

          


6


 The Board of Directors is comprised of only one class. All of the directors serve for a term of one year and until their successors are elected at the Company’s annual shareholders’ meeting and are qualified, subject to removal by the Company’s shareholders. Each executive officer serves, at the pleasure of the Board of Directors, for a term of one year and until his successor is elected at a meeting of the Board of Directors and is qualified.

             Our Board of Directors believes that its members encompass a range of talent, skill, and experience sufficient to provide sound and prudent guidance with respect to our operations and interests. The information below with respect to our Directors and Officer includes each director’s and officer’s experience, qualifications, attributes, and skills that led our Board of Directors to the conclusion that he or she should serve as a director and/or executive officer.

The following describes the business experience of the director and executive officers prior to their appointments:

 

Brian Mertz, Director

 

Mr. Mertz has over fifteen years of experience working with start-up enterprises where he has served on management teams, boards of directors and in executive level management positions.  Mr. Mertz has special qualifications within international negotiations, merger & acquisitions, public offerings, sales, business development and business-to-business marketing. Mr. Mertz served as Chief Operations Officer of the Nasdaq listed IT-security company EuroTrust in the period of 2001 to 2004, where he worked with the company’s largest shareholder, VeriSign (now Symantec).  Mr. Mertz was the co-founder and Chief Executive Officer of Guava A/S, a Danish online marketing company listed on the Danish Stock Exchange from the period 2004 to 2009 and Chief Executive Officer of the Norwegian listed entertainment company NIO Inc. during the period 2012 to 2014. Mr Mertz is educated with a BA in Organization and Marketing from Niels Brock Business College in Copenhagen, Denmark.  

 

Ole Sigetty, Director, Secretary

 

Mr. Sigetty is an experienced professional with more than 30 years as an attorney-at-law in Denmark.  Mr. Sigetty is admitted to the Supreme Court of Denmark where he appears regularly. Mr. Sigetty is a senior partner of the Law Firm Németh & Sigetty A/S, Copenhagen, Denmark. During his professional work, Mr. Sigetty, has practiced business law and litigation with a focus on M&A transactions, contract law, and public listings. Mr. Sigetty has served on several boards as both director chairman including the position of chairman of the board of Guava A/S, a Danish online marketing company listed on the Danish Stock Exchange in the period 2004-2009, director and chairman of the board Norwegian listed entertainment company, Nio Inc., in the period 2012-2013, director and chairman of the board of International Food Science Center A/S and director of MMC Optical A/S, director of Seven Seas Clothing Co. A/S.  Mr. Sigetty holds a Master of Arts in Journalism and Public Affairs from the American University in Washington D.C.

 

Ben Esque, Director

 

Mr. Esque is serial entrepreneur with a breadth of experience in the health care industry with a focus in the medical device and diagnostic arena. He has been involved in multiple startups and has a distinct experience in business development, product distribution licensing, and sales and marketing strategy. Mr. Esque has held multiple positions within the pharmaceutical, medical device, and biotechnology diagnostic industries.  Since 2014, he has served in key account management positions for Abiomed (ABMD), an S&P 400 medical device implant company. Previously, Mr. Esque was responsible for various strategic and training initiatives with Edwards Lifesciences (EW) pertaining to the US commercial launch of Transcatheter Heart Valves. Prior to that he led the global training and development


7


for a division Johnson & Johnson and was a regional sales manager with KOS Pharmaceuticals, which was acquired by Abbot Laboratories for $4.1b. Mr. Esque holds a degree in business administration with a concentration in marketing from the University of California.

 

Mark Mersman, Chief Executive Officer

 

Mr. Mersman currently serves as a consultant to three ancillary cannabis companies. Mark has also been providing consulting services for two cannabis focused investment funds since 2016.  Previously, Mr. Mersman co-founded and served as President of Unity Resources, LLC and Legacy Income Properties, LLC. Mr. Mersman had been leading a team in evaluating and investing in minerals and royalties for families and institutions.  Mr. Mersman has formed and has managed over 10 private investment funds, altogether encompassing over $10 million and in excess of 100 mineral and royalty acquisitions and divestitures. Mr. Mersman was founder and President of Mersman Capital Management, Inc., a private wealth advisory firm formed in September 2007 that provided portfolio management for a small group of high net worth individuals. Mersman Capital Management’s portfolio was sold and transitioned to another advisory firm in December of 2015. Prior to forming Mersman Capital Management, Mr. Mersman served as Regional Vice President for Fisher Investments from April 2000 to September 2007, where he managed a combined client portfolio of representing over $200 million. Mr. Mersman has previously held FINRA licenses 7, 63, and 65, and held the designation of Chartered Retirement Planning Counselor. Mr. Mersman is a graduate with a B.B.A. in Marketing and Finance from the University of Arkansas

 

Scott Cox, Director, President

 

Mr. Cox has over 20 years of experience in the management and operations of public and private companies. Since October 2015, Mr. Cox has served as a Principal in Basin Capital, Inc., a private family office focused on the acquisition and divestiture of oil and gas minerals and royalties and various entrepreneurial ventures. Prior to Basin Capital, from July 2013 to October 2015, Mr. Cox served as Vice President of Land for Breitling Energy Corporation (OTC: BECC) where he was instrumental in acquiring over $20 million in producing and non-producing oil and gas properties. Prior to that he served as Director of Operations for Frontier Oilfield Services, Inc (OTC: FOSI) from September 2012 where he helped lead a public company acquisition and roll-up of 2 privately owned oilfield service companies. Mr. Cox attended Eastern New Mexico University where he studied Business Administration.

 

Robert K. Bench, Chief Financial Officer

 

Robert K. Bench has served as our Chief Financial Officer since October 2007 and as a member of our Board of Directors from December 2007 until 2014.  Mr. Bench was a founder and since April 1999 has been a managing member of BayHill Group LC, a consulting group focused on assisting microcap companies (“BayHill Group”). From January 2005 until April 2007, he also served as the Chief Financial Officer of Innuity, Inc. (INNU), software as a service company that delivers applications for small business. From November 2000 until August 2004, he also served as Chief Financial Officer of The SCO Group (SCOX), a developer and marketer of software applications and operating systems. Mr. Bench is a certified public accountant and holds a bachelor degree in accounting from Utah State University.  

Terms of Office

The Company’s directors were appointed on October 18, 2017, to serve a one-year term and to hold office until the next annual general meeting of the Company’s shareholders or until removed from office in accordance with the Company’s Bylaws (“Bylaws”) and the provisions of the Delaware General Corporation Law. The Company’s directors hold office after the expiration of his or her term until his or


8


her successor is elected and qualified, or until he or she resigns or are removed in accordance with the Company’s Bylaws and the provisions of the Delaware General Corporation Law.

             The Company’s officers will hold office until removed by the Board of Directors in accordance with the Company’s Bylaws and the provisions of the Delaware General Corporation Law.

Certain Relationships

Other than as disclosed below, there has been no transaction, since January 1, 2017, or currently proposed transaction, in which our Company was or is to be a participant and the amount involved exceeds $5,000, being the lesser of $120,000 or one percent of our total assets at December 31, 2016, and in which any of the following persons had or will have a direct or indirect material interest:

 

(a)any director or executive officer of our company; 

 

(b)any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities; 

 

(c)any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company; and 

 

(d)any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons. 

 

On May 18, 2017, the Company entered into an Equity Purchase Agreement dated May 9, 2017 (“First Purchase Agreement”) with Kodiak Capital Group, LLC (“Kodiak”), whereby GHS agreed to purchase up to 10,000,000 shares of its common stock, par value $0.0001 per share at a price of $0.10 per shares (the resulting in an aggregate gross proceeds to the Company of up to $1,000,000.  In addition, the Company extended a convertible promissory note in the amount of $50,000.  On September 29, 2017, this First Purchase Agreement was terminated and the Company issued to Kodiak 161,290 shares of its common stock in full settlement of those obligations.

Effective August 31, 2017, the Company entered into an Agreement on Transfer of Shares (“Transfer Agreement”) with NABUfit Finance ApS, a Danish company (“NFA”) wherein the Company agreed to sell to NFA and NFA agreed to purchase from the Company all of the issued and outstanding shares owned by the Company in its three wholly owned subsidiaries, NABUFIT Global, ApS, a Danish company (“ApS”), NABUFIT IP ApS, a Danish Company (“IP”) and NABUFIT China Ltd. (“China,” and together with ApS and IP, the “Subsidiaries”). The purchase price paid by Buyer for the Subsidiaries was DKK 250,000 (USD $40,000), plus possible additional consideration of up to DKK 350,000 ($55,000) n payments related to tax refunds due to the Subsidiaries in the fourth quarter of 2017.   NFA is


9


owned by Morten Krarup, the former Chief Business Development Officer, director and significant shareholder.  

On or about September 26, 2017, the Company entered into Subscription Agreements (“Subscription Agreements”) with Zat Invest, Hans Kjaer Holding and Brian Mertz for the purchase of 666,632 shares of restricted common stock at a per share price of $0.31 per share for a total consideration of US $201,280.  The purchase of the shares was consummated on or about October 5, 2017.

Effective December 1, 2017, we entered into the Purchase Agreement, dated December 1, 2017, with Kodiak. Under the Purchase Agreement, we could from time to time, in our discretion, sell shares of our common stock to Kodiak for aggregate gross proceeds of up to $2,000,000. This Purchase Agreement was terminated by the Company on February 1, 2018, effective as of March 2, 2018.  

On February 19, 2018, we entered into an Asset Purchase Agreement (“Purchase Agreement”) with Elevated Portfolio Holdings, LLC (“Elevated”), whereby Elevated Education Inc., a wholly owned subsidiary of the Company agreed to purchase the intellectual property assets of Elevated for 2,000,000 shares of the Company’s common stock, par value $0.0001 per share. Elevated offers medically focused education modules to health professionals about the use of cannabis for health and wellness.  The Purchase Agreement was closed on March 5, 2018.  Prior to the acquisition of the intellectual property of Elevated, Mark Mersman, the Company’s Chief Executive Officer, served as a consultant to Elevated since the company was founded.

Director Independence

Our board of directors currently consists of five members. We are not currently subject to listing requirements of any national securities exchange that has requirements that a majority of the board of directors be “independent.” Nevertheless, our board of directors has determined that all of our directors qualify as “independent” directors in accordance with listing requirements.  In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to us and our management. There are no family relationships among any of our directors or executive officers.

 

Except as discussed above, to our knowledge, there have been no events under any bankruptcy act, criminal proceedings and no federal or state judicial or administrative orders, judgments, decrees or findings, no violations of any federal or state securities laws, and no violation of any federal commodities law material to the evaluation of the ability and integrity of any director (existing or proposed), executive officer (existing or proposed), promoter or control person of the Company during the past 10 years.

 

To our knowledge, there are no material proceedings to which any director (existing or proposed), officer (existing or proposed), affiliate of the Company, any holder of 5% or more of our currently outstanding common stock, any associate of any such director or officer, or any affiliate of such security holder that is adverse to us or has a material interest adverse to us. There are no family relationships among any of the officers and directors.

Meetings and Committees of the Board

Our Board of Directors has standing Audit Committee. To date, our Board of Directors has not established a Compensation, Nominating or Governance Committee, in part because our Board of Directors believes that, at this stage of our development, all of our directors should be actively involved in the matters which would be addressed by such a committee. We may, in the future, establish a Compensation, Nominating or Governance Committee. We believe each of the directors serving on our Audit Committee is an independent director pursuant to NASD Rule 4200(a) (15).


10


Family Relationships

There are no family relationships between or among the directors, executive officers or persons nominated or chosen by us to become directors or executive officers.

Nominations to the Board of Directors

Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Board of Director candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. While we seek a diversity of experience, viewpoints and backgrounds on the Board, we have not established a formal policy regarding diversity in identifying directors.

 Leadership Structure and Role on Risk Oversight

Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks.

Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. In particular, our board of directors is responsible for monitoring and assessing strategic risk exposure, and our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also monitors compliance with legal and regulatory requirements. Our nominating and governance committee monitors the effectiveness of our corporate governance guidelines and considers and approves or disapproves any related-person transactions. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking.

Mr. Robert Bench serves as the Company’s Chief Financial Officer. Mr. Mark Mersman serves as the Company’s Chief Executive Officer and as a director.  We determined this leadership structure was appropriate for the Company due to our small size and limited operations and resources. The directors evaluate the Company’s leadership structure and modify such structure as appropriate based on the size, resources, and operations of the Company.  Our Board of Directors are exclusively involved in the general oversight of risks that could affect our Company.

Board Compensation

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named person for services rendered in all capacities during the six month ending December 31, 2015 and the year ended December 31, 2016.  No other executive officers received total annual compensation in excess of $100,000.

Person

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-

equity

Incentive

Comp ($)

 

All Other

Comp.

($)

Total

($)

Morten Krarup (1)

2015

$ 10,960   

 

 

 

 

 

$ 10,960   

 

2016

$ 123,700   

 

 

 

 

 

$123,700   

Ulrik Moll (2)

2015

$ 46,716   

 

 

 

 

 

$ 46,716   

 

2016

$ 117,735   

 

 

 

 

 

$ 117,735   

Robert K. Bench (3)

2015

$ 80,000   

 

 

 

 

 

$ 80,000   

 

2016

$ 90,500   

 

 

 

 

 

$ 90,500   

Brian Mertz (4)

2016

$ 40,500   

 

$230,002

 

 

 

$ 270,502   

(1)Mr. Krarup was appointed as the Company’s Chief Business Development Officer on July 1, 2015 and served in such role until September 2017. 

(2)Mr. Moll served as the Company’s Chief Executive Officer from June 26, 2015 to July 6, 2016.  

(3)Mr. Bench has served as the Company’s Chief Financial Officer since November 30, 2008.  

(4)Mr. Mertz has served as the Company’s Chief Executive Officer since July 6, 2016 and served in such role until September 2017. 

Executive Compensation

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to the named person for services rendered in all capacities during the six month ending December 31, 2015 and the year ended December 31, 2016.  No other executive officers received total annual compensation in excess of $100,000.

Person

Year

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Non-

equity

Incentive

Comp ($)

 

All Other

Comp.

($)

Total

($)

Morten Krarup (1)

2015

$ 10,960   

 

 

 

 

 

$ 10,960   

 

2016

$ 123,700   

 

 

 

 

 

$123,700   

Ulrik Moll (2)

2015

$ 46,716   

 

 

 

 

 

$ 46,716   

 

2016

$ 117,735   

 

 

 

 

 

$ 117,735   

Robert K. Bench (3)

2015

$ 80,000   

 

 

 

 

 

$ 80,000   

 

2016

$ 90,500   

 

 

 

 

 

$ 90,500   

Brian Mertz (4)

2016

$ 40,500   

 

$230,002

 

 

 

$ 270,502   

(1)Mr. Krarup was appointed as the Company’s Chief Business Development Officer on July 1, 2015 

(2)Mr. Moll served as the Company’s Chief Executive Officer from June 26, 2015 to July 6, 2016.  

(3)Mr. Bench has served as the Company’s Chief Financial Officer since November 30, 2008.  

(4)Mr. Mertz has served as the Company’s Chief Executive Officer since July 6, 2016. 

Employment Contracts

The Company entered into a six-month employment agreement with Brian Mertz, effective July 1, 2016 to December 31, 2016.  The agreement called for the issuance of 41,667 shares of common stock per month (250,002 total), which were issued and fully expensed during 2016.

During November 2016, the Board of Directors approved stock payments of 6,000 shares of common stock to each of ten employees.  The shares were issued December 14, 2016.

During August 2016, the Company entered into an agreement with Peter Holvad, effective September 1, 2016 to February 17, 2017.  The agreement called for the issuance of 15,000 shares of common stock.  


11


The shares were issued December 14, 2016, and the stock compensation is being recognized ratably over the contract period.

During November 2016, the Board of Directors approved a stock payment of 10,679 shares of common stock to Helle Wittrup based on a consulting agreement.

As of December 31 2016 and 2015, there were no outstanding options of the Company.

In October 2017, the Company entered into employment agreements with Mark Mersman and Scott Cox.  The agreements called for the initial issuance of 100,000 shares to each of them and up to an additional 3,367,085 shares and options total based upon the meeting of certain milestones.   The 100,000 shares to each of Mr. Mersman and Mr. Cox were issued on December 14, 2017.  Options for an additional,832,085 shares vested on February 6, 2018, and Mr. Mersman and Mr. Cox exercised the option to purchase 1,000,000 shares each on March 2, 2018.  These shares were issued on March 5, 2018.


12


FINANCIAL INFORMATION

The audited financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2017 are incorporated in the Information Statement by Reference.

COST OF THIS INFORMATION STATEMENT

The costs associated with the preparation, filing, printing and distribution of this information statement and the payment of any cash payments to stockholders will be paid by the Company.

AVAILABLE INFORMATION

Please read all the sections of this information statement carefully. The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended ("Exchange Act") and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission. These reports, proxy statements and other information filed by the company with the SEC may be inspected without charge at the public reference section of the SEC at Judiciary Plaza, 450 Fifth Street, N.W., Washington, DC 20549. Copies of this material also may be obtained from the SEC at prescribed rates. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding public companies that file reports with the SEC. Copies of these materials may be obtained from the SEC's website at http://www.sec.gov.

INCORPORATION OF INFORMATION BY REFERENCE

The following documents, which are on file with the Commission (Exchange Act File No. 000-16075) are incorporated in this Information Statement by reference and made a part hereof:

(i) Annual Report on Form 10-K, for the fiscal year ended December 31, 2016.

(ii) Quarterly Report on Form 10-Q, for the quarter ended March 31, 2017.

(iii) Quarterly Report on Form 10-Q, for the quarter ended June 30, 2017.

(iv) Quarterly Report on Form 10-Q, for the quarter ended September 30, 2017

The Annual Report, the Quarterly Reports and the Current Reports contain important information about the Company and its financial condition.

All documents filed by the company with the Commission pursuant to 
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this information statement and prior to the effective date hereof shall be deemed to be incorporated by reference in this information statement and shall be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference in this information statement and filed with the Commission prior to the date of this information statement shall be deemed to be modified or superseded for purposes of this information statement to the extent that a statement contained herein, or in any other subsequently filed document which is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this information statement.

The Company will provide without charge to each person to whom this information statement is delivered, upon written or oral request of such person, a copy of any or all of the foregoing documents incorporated herein by reference (other than exhibits to such documents, unless such exhibits are


13


specifically incorporated by reference into such documents). Written or telephone requests should be directed to the Company at 626 East 1820 North, Orem, UT 84097, and its telephone number is (801) 362-2115.

NEWBRIDGE GLOBAL VENTURES, INC.

By Order of the Board of Directors


/s/ Robert Bench

Chief Financial Officer


14