Attached files
| file | filename |
|---|---|
| EX-10.1 - SECURITIES PURCHASE AGREEMENT - Legend Oil & Gas, Ltd. | ex10-1.htm |
| EX-4.1 - ORIGINAL DISCOUNT SENIOR SECURED CONVERTIBLE DEBENTURE - Legend Oil & Gas, Ltd. | ex4-1.htm |
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
April 25, 2015
(Date of earliest event reported)
Legend Oil and Gas, Ltd.
(Exact Name of Registrant as Specified in Charter)
|
Colorado (State or Other Jurisdiction of Incorporation) |
000-49752 (Commission File Number) |
84-1570556 (IRS Employer Identification No.) |
|
555 Northpoint Center East, Suite 400 Alpharetta, GA (Address of Principal Executive Offices)
|
30022 Zip Code |
|
(678) 595-6243 (Registrant’s telephone number, including area code)
______________________________________________ (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 (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 |
The disclosure below under Item 3.02 is incorporated by reference into this Item 1.01.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
The information provided in Item 1.01 of this Current Report on Form 8-K with respect to the issuance and the terms of the Debenture is incorporated by reference into this Item 2.03.
Item 3.02 Unregistered Sale of Equity Securities
On April 28, 2015, the Company entered into a Securities Purchase Agreement with Hillair Capital Investments, L.P. (“Purchaser”) pursuant to which it issued an Original Issue Discount Senior Secured Convertible Debenture (the “Debenture”) to the Purchaser in the aggregate amount of $840,000, payable in full on May 16, 2016. The Debenture is convertible into up to 28,000,000 shares of Common Stock at a conversion price of $.03 per share. After taking into account the original issue discount and legal and diligence fees of $50,000 reimbursed to the Purchaser, the net proceeds received by the Company was $700,000.
The repayment of the Debenture is secured by a mortgage, security agreement and financing statement in Kansas granting a lien in certain leases and leasehold estates and any other applicable property of the Company in Kansas to secure the obligations of the Company to the Purchaser evidenced by the Debenture.
These transactions are exempt from registration subject to Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”).
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 25, 2015, the independent contractor agreement between the Company and Marshall Diamond-Goldberg, President and Chief Operating Officer was terminated. Mr. Diamond-Goldberg remains as a director of the Company.
On the same date, Mr. Warren S. Binderman, Chief Financial Officer of the Company, was elected to the additional office of President of the Company.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| Exhibits | |
| 4.1 | Original Discount Senior Secured Convertible Debenture Due March 1, 2016. |
| 10.1 | Securities Purchase Agreement dated April 28, 2015. |
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 thereunto duly authorized.
| Legend Oil and Gas, Ltd. | ||
| Date: April 29, 2015 | By: | /s/ Warren S. Binderman |
| Warren S. Binderman | ||
| President and Chief Financial Officer | ||