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EX-4.1 - ARTICLES OF AMENDMENT TO THE ARTICLES OF INCORPORATION - Legend Oil & Gas, Ltd.ex_4-1.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

 

May 7, 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 3.03 Material Modification to Rights of Security Holders.

 

On May 7, 2015, the Company filed Articles of Amendment to the Articles of Incorporation of the Company (the “Amendment”) with the Secretary of State of the State of Colorado. The Amendment deleted Section 6(d) of the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock of the Corporation in its entirety. The deleted Section previously prevented the Holder of the Series A Convertible Preferred Stock from converting more than 9.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock upon conversion of the Preferred Stock held by the Holder.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

4.1 Articles of Amendment to the Articles of Incorporation of the Company dated May 1, 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: May 11, 2015 By: /s/ Warren S. Binderman  
  Warren S. Binderman  
  President and Chief Financial Officer