Attached files
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| EX-99.1 - American Eagle Energy Inc. | v208097_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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
1, 2010
AMERICAN
EAGLE ENERGY INC.
(Exact
name of registrant as specified in its charter)
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Nevada
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333-143626
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20-8642477
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(State
or other jurisdiction of
incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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27
North 27th Street, Suite 21G
Billings,
Montana 59101
(Address
of principal executive offices, including zip code)
(406)
294-0765
(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 the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Section
5 - Corporate Governance and Management
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
January 12, 2011, our Board of Directors (i) approved a decrease in the
authorized number of shares of our common stock from 150,000,000 to 100,000,000
and (ii) declared a one-for-one and one-half reverse stock split of our common
stock in which every one and one-half shares of our common stock will be
combined and converted into one share of our common stock. For the
record holders of our common stock, we will round up to the next full share of
our common stock any fractional shares that result from the reverse stock
split. Fractional shares that result from the reverse stock split for
the beneficial holders of our common stock will be rounded up or rounded down to
the next full share in the sole discretion of the record holders for such
beneficial holders. We may also issue additional shares of our common
stock to any record or beneficial holder thereof who, solely as a result of the
reverse stock split without such additional issuance, would otherwise lose the
status as a holder of a round lot of our common stock.
The
record date for the reverse stock split will be January 21, 2011; the pay date
for the reverse stock split will be January 24, 2011; and the effective date for
the reverse stock split will be January 24, 2011. We will file a
Certificate of Change with the Secretary of State of the State of Nevada, with
an effective date of January 24, 2011. We have also applied to the
Cusip Service Bureau for a new Cusip number for our post-reverse split common
stock and have filed a notice with FINRA pursuant to Rule 10b-17 for the reverse
stock split. On January 13, 2011, we announced the upcoming reverse
stock split in a press release, a copy of which is Exhibit 99.1 to this Current
Report.
Section
8 - Other Events
Item
8.01 Other Events.
On
December 1, 2010, we received an irrevocable commitment from an accredited
investor for the purchase in a private placement of 5,833,333 shares of our
common stock (as adjusted for the reverse-split) at a per-share purchase price
of $0.60 (as adjusted for the reverse-split), or an aggregate of
$3,500,000. Concurrently, the holder of the $500,000 two-year common
stock purchase warrant that we had granted to it in April of 2010 exercised the
warrant in full. The initial per-share exercise price of the warrant
was $1.20 (as adjusted for the reverse-split), exercisable for an aggregate of
416,667 shares of our common stock (as adjusted for the
reverse-split). The warrant provided “full ratchet” anti-dilution
protection to the holder; accordingly, the per-share exercise price of the
warrant was reduced to $0.60 (as adjusted for the reverse-split) and the number
of shares into which it was exercisable was increased to 833,333 (as adjusted
for the reverse-split). On January 13, 2011, we announced the
irrevocable commitment and the exercise of the warrant in a press release, a
copy of which is Exhibit 99.1 to this Current Report.
Section
9 - Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
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Description of Exhibit
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99.1*
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Press
Release dated January 13, 2011, announcing a reverse split of our common
stock, the exercise of a common stock purchase warrant, and the
irrevocable commitment for a private placement of our common
stock.
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* Filed
herewith.
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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.
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Date: January
13, 2011
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AMERICAN
EAGLE ENERGY INC.
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By:
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/s/ Richard Findley
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Richard
Findley
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President
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