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):  October 24, 2012


Ring Energy, Inc.

 (Exact Name of Registrant as Specified in Charter)


Nevada

000-53920

90-0406406

(State or Other Jurisdiction of Incorporation)

Commission File Number

(IRS Employer Identification No.)


6555 South Lewis Street, Tulsa, OK

74136

(Address of principal executive offices)

(Zip Code)


Registrant’s telephone number, including area code:  (918) 499-3880


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


      . Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 8.01

Other Events.


On October 24, 2012, we completed our offering of up to 1,700,000 shares of common stock at $4.50 per share and sold 1,389,905 of the shares in the offering for gross proceeds of $6,254,549.50.  These shares were issued without registration under the Securities Act by reason of the exemption from registration afforded by the provisions of Section 4(a)(5) and/or Section 4(a)(2) thereof, and Rule 506 promulgated thereunder, as a transaction by an issuer not involving any public offering.  Each of the 32 investors in this offering was an accredited investor as defined in Regulation D.  Each investor delivered appropriate investment representations with respect to these sales and consented to the imposition of restrictive legends upon the stock certificates representing the shares.  Each investor was afforded the opportunity to ask questions of our management and to receive answers concerning the terms and conditions of the transaction.  No underwriting discounts or commissions were paid in connection with this offering.  The shares sold in this offering were not and will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.


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.


Ring Energy, Inc.



Date: October 29, 2012

By/s/ William R. Broaddrick                         

William R. Broaddrick

Interim Chief Executive Officer



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