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 13, 2012
WORTHINGTON ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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0-52590
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20-1399613
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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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220 Montgomery Street #1094, San Francisco, CA 94104
(Address of principal executive offices)
Registrant’s telephone number, including area code: (775) 588-5390
Copy of correspondence to:
Richard A. Friedman, Esq.
James M. Turner, Esq.
Sichenzia Ross Friedman Ference LLP
61 Broadway, 32nd Floor
New York, New York 10006
Tel: (212) 930-9700 Fax: (212) 930-9725
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))
Item 1.01 Entry into a Material Definitive Agreement.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Item 3.02 Unregistered Sales of Equity Securities.
Asher Financing
On September 13, 2012, Worthington Energy, Inc. (the “Company”) entered into a Securities Purchase Agreement with Asher Enterprises, Inc., an accredited investor (“Asher”), providing for the sale by the Company to Asher of an 8% convertible debenture in the principal amount of $42,500 (the “Asher Debenture”).
The Asher Debenture matures on June 19, 2013 (the “Asher Maturity Date”) and bears interest at the annual rate of 8%. The Company is not required to make any payments until the Asher Maturity Date.
Asher is permitted to convert, starting on March 12, 2013, the outstanding principal and accrued interest on the Asher Debenture into shares of the Company’s common stock (“Common Stock”) at a conversion price per share equal to fifty percent (50%) of the average of the three (3) lowest closing bid prices of the Common Stock during the 10 trading days immediately preceding the conversion date.
Asher agreed to restrict its ability to convert the Asher Debenture and receive shares of the Company’s Common Stock such that the number of shares of Common Stock held by Asher in the aggregate and its affiliates after such conversion or exercise does not exceed 4.99% of the then issued and outstanding shares of the Company’s Common Stock.
Prolific Financing
On September 27, 2012, the Company issued to the Prolific Group, LLC , an accredited investor (“Prolific”), a 6% convertible debenture in the principal amount of $20,000 (the “Prolific Debenture”).
The Prolific Debenture matures on September 27, 2013 (the “Prolific Maturity Date”) and bears interest at the annual rate of 6%. The Company is not required to make any payments until the Prolific Maturity Date.
Prolific is permitted to convert, starting on March 27, 2013, the outstanding principal and accrued interest on the Prolific Debenture into shares of Common Stock at a conversion price per share equal to seventy percent (70%) of the average of the lowest closing bid price of the Common Stock during the five trading days immediately preceding the conversion date.
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ITEM 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.01
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Securities Purchase Agreement, dated as of September 13, 2012, by and between Worthington Energy, Inc. and Asher Enterprises, Inc.
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10.02
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Form of Convertible Promissory Note, issued September 13, 2012
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10.03
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Form of Convertible Promissory Note, issued September 27, 2012
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SIGNATURE
Pursuant to the requirement of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| WORTHINGTON ENERGY, INC. | |
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Date: October 12, 2012
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By: /s/ ANTHONY MASON
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Anthony Mason
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Chief Executive Officer
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