Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 12, 2012




(Exact name of registrant as specified in its charter)




Delaware   001-33893   20-4864036

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

1048 Texan Trail



(Address of principal executive offices)

  (Zip Code)

Registrant’s telephone number, including area code: (972) 410-1044

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))




Item 3.02 Unregistered Sales of Equity Securities

On November 12, 2012, GreenHunter Energy, Inc. (the “Company”) completed its acquisition of two operating Class II salt water disposal (“SWD”) wells located in Washington County, Ohio and Ritchie County, West Virginia from Viking International Resources, Co., Inc. (“VIRCO”). These SWD wells will contribute an additional 3,000 to 4,000 Barrels per day (BBL/D) of combined commercial SWD capacity into the Company’s existing water services portfolio.

Pursuant to the terms of the acquisition agreements, the SWD wells were acquired for $300,000 cash and 91,425 shares of the Company’s 10% Series C Cumulative Preferred Stock (the “Series C Preferred Stock”) having a value of approximately $2 million. The shares of Series C Preferred Stock were issued to a small group of former shareholders of VIRCO. The issuance of the shares of Series C Preferred Stock was subject to NYSE MKT approval which was received on November 10, 2012. The shares of Series C Preferred Stock are generally not convertible into or exchangeable for any of the Company’s other property or securities except that the shares of Series C Preferred Stock are convertible into shares of the Company’s common stock under certain circumstances in connection with a change of ownership or control transaction.

The Company completed the transaction in reliance upon the exemption from securities registration afforded by Section 4(2) of the Securities Act of 1933, as amended (the “1933 Act”), and Rule 506 of Regulation D as promulgated by the United States Securities and Exchange Commission under the 1933 Act.


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.


Date: November 13, 2012   By:  

/s/ Morgan F. Johnston

  Name:   Morgan F. Johnston
  Title:   Sr. VP, General Counsel and Secretary