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 event reported): December 31, 2016


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ENDURANCE EXPLORATION GROUP, INC.

(Exact name of registrant as specified in charter)

Nevada

(State or other jurisdiction of incorporation)

333-141817

03-0611187

(Commission File Number)

(IRS Employer Identification No.)


15500 Roosevelt Blvd, Suite 301

Clearwater, FL, 33760

(Address of principal executive offices and zip code)

(727) 289-0010

 (Registrant’s telephone number including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

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

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

 [ ] 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))



1




Item 8.01 Other Events


Effective December 31, 2016, Endurance Exploration Group, Inc. (the “Company”) entered into loan settlement and release agreements with Connect X Capital Markets, LLC and Micah J. Eldred (the “Lenders”) whereby, the Lenders have agreed to forgive approximately $406,000 of debt owed by the Company to the Lenders.


Micah J. Eldred, CEO of the Company, stated, “During 2015 and 2016, Connect X Capital Markets, LLC and I have made loans and advances to Endurance to meet the Company’s operating needs.  We are forgiving this debt to strengthen the Company’s balance sheet and provide the Company with a cleaner slate as it begins 2017.  This debt forgiveness reduces the Company’s outstanding liabilities by 75%, and reaffirms our commitment to the Company and its shareholders and their long-term success. 


Item 9.01 Financial Statements and Exhibits.


(d) Exhibits.

Number

Description

99.1

Loan Settlement and Release Agreements with Connect X Capital Markets, LLC

99.2

Loan Settlement and Release Agreements with Micah J. Eldred





2




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. 

 

 

Endurance Exploration Group, Inc.

 Dated:  January 3, 2017

By:  

/s/ MICAH ELDRED

 

Name:  Micah Eldred 

Title: President and Chief Executive Officer




3



RELEASE AND SETTLEMENT AGREEMENT


This Release and Settlement Agreement is entered into on December 29, 2016 by and between Connect-X Capital Markets, LLC (“Holder”) on behalf of its predecessors, successors and assigns, and Endurance Exploration Group, Inc. (“Maker”).

WHEREAS , the HOLDER has loaned the MAKER a total of Three Hundred and Five Thousand ($305,000) at a Zero Percent (0%) interest and payable on demand (“Loan”);

WHEREAS , HOLDER wishes to forgive the Loan

NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1.

Representations and Warranties.

HOLDER hereby represents and warrants to the MAKER that this Settlement and Release is a valid and binding obligation of such party, and enforceable in accordance with its terms.


2.

Release .

HOLDER hereby irrevocably and unconditionally releases MAKER and its past, present and future officers, directors, agents, consultants, employees, representatives and insurers, as applicable, together with all successors and assigns of any of the following, (collectively, the ”Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, reckonings, remedies, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, equity, law, or otherwise, under the laws of any jurisdiction, that HOLDER, his predecessors, legal representatives, successors or assigns, ever had, now has, or hereinafter can, shall, or may have against MAKER, including any matter, cause, or thing whatsoever through, and including the date of this Settlement and Release (“Claims”).


HOLDER agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning the relationship with MAKER with respect to all of the claims released herein arising with the beginning of the world up to and including the date of this Settlement and Release (whether known or unknown to it and including any continuing effects of any acts or practices prior to the date of execution of this Settlement and Release).  




3.

Applicable law and jurisdiction.

This Settlement and Release shall be governed by and construed in accordance with the laws of the State of Florida.


4.

Entire Agreement.

This Settlement and Release may not be changed or altered, except by a writing signed by the parties.  This Settlement and Release constitutes an integrated,  written contract, expressing the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings, written or oral, between the parties, except as otherwise provided herein.


5.

Assignment .

HOLDER confirms that he has not assigned or transferred any claim it is releasing, nor has it purported to do so.  If any provision of this Settlement and Release is found to be unenforceable, all other provisions remain fully enforceable.  This Settlement and Release binds HOLDER’s heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of all Released Parties and their heirs, administrators, representatives, executors, successors and assigns.


6.

Binding Effect.

ALL PARTIES UNDERSTANDS THAT FOR ALL PURPOSES, THIS SETTLEMENT AND RELEASE WILL BE FINAL, EFFECTIVE, BINDING AND IRREVOCABLE IMMEDIATELY UPON ITS EXECUTION.


7.

Counterparts.

This Settlement and Release may be executed in one or more counterparts, each of which shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.


8.

Acknowledgement.

HOLDER acknowledges that it: (a) has carefully read this Settlement and Release in its entirety; (b) has been advised to consult and has been provided the opportunity to consult with legal counsel of his choosing in connection with this Settlement and Release; (c) fully understands the significance of all of the terms and conditions of this Settlement and Release and has discussed them with independent legal counsel or has been provided with a reasonable opportunity to do so; (d) has had answered to his satisfaction any question asked with regard to the meaning and significance of any of the provisions of this Settlement and Release; and (e) is signing this Settlement and Release voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein.








HOLDER

CONNECT-X CAPITAL MARKETS, LLC



BY:   /s/ Micah J. Eldred

Name: Micah J. Eldred

Title:   Managing Member


BY:   /s/ Carl Dilley

Name: Carl Dilley

Title:   Member


MAKER

ENDURANCE EXPLORATION GROUP, INC.


BY:   /s/ Christine Zitman

Name: Christine Zitman

Title:   Chief Financial Officer



RELEASE AND SETTLEMENT AGREEMENT


This Release and Settlement Agreement is entered into on December 29, 2016 by and between Micah J. Eldred (“Holder”) on behalf of its predecessors, successors and assigns, and Endurance Exploration Group, Inc. (“Maker”).

WHEREAS , the HOLDER has loaned the MAKER a total of $101,101,598.63 which includes all accrued interest,

WHEREAS , HOLDER wishes to forgive the Loan

NOW, THEREFORE , in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereby agree as follows:

1.

Representations and Warranties.

HOLDER hereby represents and warrants to the MAKER that this Settlement and Release is a valid and binding obligation of such party, and enforceable in accordance with its terms.


2.

Release .

HOLDER hereby irrevocably and unconditionally releases MAKER and its past, present and future officers, directors, agents, consultants, employees, representatives and insurers, as applicable, together with all successors and assigns of any of the following, (collectively, the ”Released Parties”), of and from all claims, demands, actions, causes of action, rights of action, contracts, controversies, covenants, obligations, agreements, damages, penalties, interest, fees, expenses, costs, reckonings, remedies, extents, responsibilities, liabilities, suits, and proceedings of whatsoever kind, nature or description, direct or indirect, vested or contingent, known or unknown, suspected or unsuspected, in contract, tort, equity, law, or otherwise, under the laws of any jurisdiction, that HOLDER, his predecessors, legal representatives, successors or assigns, ever had, now has, or hereinafter can, shall, or may have against MAKER, including any matter, cause, or thing whatsoever through, and including the date of this Settlement and Release (“Claims”).


HOLDER agrees that it will not pursue, file or assert or permit to be pursued, filed or asserted any civil action, suit or legal proceeding seeking equitable or monetary relief (nor will it seek or in any way obtain any such relief in any civil action, suit or legal proceeding) in connection with any matter concerning the relationship with MAKER with respect to all of the claims released herein arising with the beginning of the world up to and including the date of this Settlement and Release (whether known or unknown to it and including any continuing effects of any acts or practices prior to the date of execution of this Settlement and Release).  


3.

Applicable law and jurisdiction.

This Settlement and Release shall be governed by and construed in accordance with the laws of the State of Florida.


4.

Entire Agreement.

This Settlement and Release may not be changed or altered, except by a writing signed by the parties.  This Settlement and Release constitutes an integrated,  written contract, expressing the entire agreement and understanding between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements and understandings, written or oral, between the parties, except as otherwise provided herein.


5.

Assignment .

HOLDER confirms that he has not assigned or transferred any claim it is releasing, nor has it purported to do so.  If any provision of this Settlement and Release is found to be unenforceable, all other provisions remain fully enforceable.  This Settlement and Release binds HOLDER’s heirs, administrators, representatives, executors, successors and assigns, and will inure to the benefit of all Released Parties and their heirs, administrators, representatives, executors, successors and assigns.


6.

Binding Effect.

ALL PARTIES UNDERSTANDS THAT FOR ALL PURPOSES, THIS SETTLEMENT AND RELEASE WILL BE FINAL, EFFECTIVE, BINDING AND IRREVOCABLE IMMEDIATELY UPON ITS EXECUTION.


7.

Counterparts.

This Settlement and Release may be executed in one or more counterparts, each of which shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument.


8.

Acknowledgement.

HOLDER acknowledges that it: (a) has carefully read this Settlement and Release in its entirety; (b) has been advised to consult and has been provided the opportunity to consult with legal counsel of his choosing in connection with this Settlement and Release; (c) fully understands the significance of all of the terms and conditions of this Settlement and Release and has discussed them with independent legal counsel or has been provided with a reasonable opportunity to do so; (d) has had answered to his satisfaction any question asked with regard to the meaning and significance of any of the provisions of this Settlement and Release; and (e) is signing this Settlement and Release voluntarily and of his own free will and agrees to abide by all the terms and conditions contained herein.






HOLDER

CONNECT-X CAPITAL MARKETS, LLC



BY: /s/ Micah J. Eldred

Name: Micah J. Eldred



MAKER

ENDURANCE EXPLORATION GROUP, INC.


BY: /s/ Christine Zitman

Name: Christine Zitman

Title:   Chief Financial Officer