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: December 18, 2012
HINTO ENERGY, INC.
(Exact name of registrant as specified in its charter)
Wyoming 000-26317 84-1384961
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(State or other jurisdiction of (Commission File (IRS Employer Identification
incorporation) Number) Number)
7609 Ralston Road, Arvada, CO 80002
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(Address of Principal Executive Offices) (Zip Code)
(303)-647-4850
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Registrant's telephone number, including area code
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.01. Entry Into A Material Definitive Agreement
In June 2011, Bridge Industries, Inc. ("Bridge") entered into a subscription
agreement with South Uintah Gas Properties, Inc. ("South Uintah"), the now
wholly-owned subsidiary of Hinto Energy, Inc. ("the Company"). The Subscription
Agreement provided for the purchase of a Secured Convertible Promissory Note in
the amount of $500,000, 1,000,000 shares of South Uintah's restricted common
stock and warrants exercisable for 2,000,000 shares of South Uintah's common
stock.
In March 2012 Bridge filed a complaint against the Company in the Circuit Court
of the Eighteenth Judicial Circuit, Seminole County, Florida, alleging in
general a breach of contract and seeking return of all monies lent to South
Uintah Gas Properties, Inc. of $400,000, the value of 1,000,000 shares of the
Company's common stock and other equity appreciation, and compensation for
services and costs.
On December 18, 2012, the Company entered into a Settlement Agreement with
Bridge that provides for the dismissal of the lawsuit and specifies the terms of
final payment of the outstanding amounts owed to Bridge. Pursuant to the
Settlement Agreement the Company has agreed to the following:
1. A $100,000 cash payment to Bridge in two traunches of $50,000 to be paid on
or before March 31, 2013 and June 30, 2013.
2. The issuance of 1,400,000 shares of the Company's common stock, which are
to be registered in a Registration Statement on Form S-1 by or before March
31, 2013.
3. The issuance of warrants exercisable for a total of 800,000 shares of the
Company's common stock. The warrants have a term of 5 years from December
18, 2012 and have a callable provision.
SECTION 3 - SECURITIES AND TRADING MARKETS
Item 3.02 Unregistered Sales of Equity Securities.
Pursuant to the Settlement Agreement, discussed in Item 1.01, the Company will
issue 1,400,000 shares of the Company's common stock to Bridge Industries, LLC.
The Company has agreed to register such shares with the SEC in a Registration
Statement on Form S-1 on or before March 31, 2012.
Further, the Company has issued to Bridge, warrants exercisable for shares of
the Company's common stock in the amounts and with the exercise prices set forth
below. Such warrants will have a term of 5 years from December 18, 2012 and will
be callable when the Company's common stock has a closing priceof at least $2
per share for 20 consecutive trading days with a minimum volume of 100,000
shares per day for the 20 day period.
Number of Shares Exercise Price Callable Term
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200,000 $0.25 Yes 5 years
200,000 $0.50 Yes 5 years
200,000 $1.00 Yes 5 years
200,000 $1.50 Yes 5 years
Exemption From Registration Claimed
All of the above sales by the Company of its unregistered securities were made
by the Company in reliance upon Section 4(2) of the Securities Act of 1933, as
amended (the "1933 Act"). The entities that was issued the unregistered
securities were known to the Company and its management, through a pre-existing
business relationship. All purchasers were provided access to all material
information, which they requested, and all information necessary to verify such
information and were afforded access to management of the Company in connection
with their purchases. All purchasers of the unregistered securities acquired
such securities for investment and not with a view toward distribution,
acknowledging such intent to the Company. All certificates or agreements
representing such securities that were issued contained restrictive legends,
prohibiting further transfer of the certificates or agreements representing such
securities, without such securities either being first registered or otherwise
exempt from registration in any further resale or disposition.
SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
Pursuant to the Settlement Agreement, discussed in Item 1.01, above, the lawsuit
filed by Bridge Industries, LLC in the Circuit Court of the Eighteenth Judicial
Circuit in and for Seminole Country, Florida has been settled and subsequently
dismissed.
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.
HINTO ENERGY, INC.
By: /s/ George Harris
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George Harris, Chief Executive Officer
Date: December 19, 2012
