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): September 2428, 2020

BRIDGEWAY NATIONAL CORP.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-55505

‎45-5523835‎

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1015 15^th Street NW, Suite 1030

Washington, DC 20005

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: (202) 846-7869

Not Applicable

(Former name or former address, if changed since last report)

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 (17 CFR 230.425)

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

[ ]	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))

Indicate by check mark whether 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. [ ]

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock		BDGY		OTC Pink

Item 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~ Agreement

~~Bridgeway~~On August 12, 2020, Bridgeway National Corp. ~~2020~~(“Bridgeway,” ~~Management~~“us,” ~~Cash~~“our” ~~Incentive~~or ~~Bonus~~the ~~Plan~~“Company”) formed 102109637 Saskatchewan Ltd., a Saskatchewan corporation (the “Saskatchewan SPV”), a wholly owned subsidiary of Bridgeway.

On ~~September~~August 2412, 2020, Bridgeway, the ~~Board~~Saskatchewan ofSPV ~~Directors~~entered into an arrangement agreement (the “~~Board~~Arrangement Agreement”) with ofand ~~Bridgeway~~Input ~~National~~Capital Corp., ~~a Delaware corporation,~~ (~~the~~ “~~Company~~Input”) ~~authorized~~or athe ~~management incentive bonus plan (~~“~~Cash Incentive Plan~~Corporation”), ~~effective~~pursuant asto ~~of October~~which 1,Bridgeway ~~2020,~~will ~~under~~acquire ~~which participants~~ all of ~~such~~the ~~plan~~issued ~~are~~and ~~eligible~~outstanding tocommon ~~receive~~shares ~~cash~~of ~~bonus~~Input ~~awards based on achievement by~~ (the ~~Company of~~“Input ~~certain net growth target objectives~~Shares”). ~~All~~Under ~~executive~~the ~~officers~~terms of the ~~Company~~Arrangement ~~and other employees deemed eligible by the compensation~~Agreement, ~~committee~~each ofInput ~~the~~shareholder ~~Board~~ (the “~~Committee~~Input Shareholders”) ~~shall~~will bereceive ~~eligible~~cash toconsideration ~~participate~~of in$1.31 ~~the~~for ~~Cash~~each ~~Incentive~~Input ~~Plan.~~Share ~~Pursuant to~~held (the ~~Cash Incentive Plan~~“Consideration”), ~~the~~representing ~~participation~~aggregate ~~date~~consideration ~~for~~of anapproximately ~~eligible~~$73.1 ~~employee~~million ~~will~~on bea 90fully ~~days~~diluted ~~from the employee’s date of hire~~basis. orThe ~~the~~Consideration ~~date~~represents ~~the~~an ~~Committee~~approximately ~~deems~~1.3x ~~the~~premium ~~participant~~to ~~eligible~~Input’s tobook ~~participate~~value inas ~~the~~of ~~Cash~~June ~~Incentive~~30, ~~Plan~~2020. The ~~Cash~~transactions ~~Incentive Plan provides~~represented ~~for~~by athe ~~bonus~~Arrangement ~~pool,~~Agreement ~~determined~~was onofficially anapproved ~~annual basis~~ by the ~~Committee,~~Court ~~equal to 20%~~ of ~~the amount by which the Company~~Queen’s ~~book value~~Bench for ~~the~~Saskatchewan ~~applicable~~on ~~fiscal~~September ~~year~~28, ~~exceeds 106% of book value for the preceding fiscal year (the “Incentive Compensation Amount”)~~2020. ~~The Incentive Compensation Amount shall be subject to a high-water mark.~~

The ~~description~~board of directors of Input (the ~~Cash~~“Input ~~Incentive~~Board”) ~~Plan~~unanimously isdetermined ~~not~~that ~~complete~~the transaction was in the best interests of the Corporation and is ~~qualified~~recommending inthat ~~its~~Input ~~entirety~~Shareholders byvote ~~reference~~in tofavor of the ~~full~~transaction. ~~text~~Each director and all senior officers of the ~~Cash Incentive~~Corporation ~~Plan,~~have aentered ~~copy~~into ofvoting ~~which~~agreements iswith ~~attached~~Bridgeway pursuant to ~~this~~which, ~~Current~~among ~~Report~~other onthings, ~~Form~~they ~~8-K~~have agreed asto ~~Exhibit~~vote ~~10.1~~all ~~and~~of isthe ~~incorporated~~Input ~~herein~~Shares owned or controlled by ~~reference~~them in favor of the transaction, representing approximately 33.3% of the outstanding Input Shares.

~~Bridgeway~~The ~~National~~foregoing ~~Corp~~summary of the Voting Agreement does not purport to be complete and are subject to, and qualified in its entirety by, the full text of the Arrangement Agreement, which is filed as Exhibit 10.1 ~~2020~~hereto ~~Equity~~and ~~Incentive~~is ~~Plan~~incorporated herein by reference into this Item 1.01.

On September 24, 2020, the Board approved the adoption of the Bridgeway National Corp. 2020 Equity Incentive Plan (the “Equity Plan”) pursuant to which incentive compensation and performance compensation awards may be provided to employees, directors, officers and consultants of the Company or of its subsidiaries or their respective affiliates. The Equity Plan authorizes the issuance of up to 40,500,000 shares of common stock, par value $0.001 per share, of the Company.

The description of the Equity Plan is not complete and is qualified in its entirety by reference to the full text of the Cash Incentive Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Arrangement Agreement dated August 12, 2020 by and among Bridgeway National Corp., ~~2020~~102109637 ~~Management~~Saskatchewan ~~Cash~~Ltd. ~~Incentive~~and ~~Bonus~~Input ~~Plan~~Capital Corp.
10.2	Bridgeway National Corp. 2020 Equity Incentive Plan.
99.1	Press release, dated October 2, 2020, issued by Bridgeway National Corp.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRIDGEWAY NATIONAL CORP.

	By:	/s/ Eric Blue
		Eric Blue
		Chief Executive Officer

Dated: ~~September~~October 282, 2020

Filing Compare · BRIDGEWAY NATIONAL CORP.