Attached files
| file | filename |
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| EX-10.2 - FORM OF CONVERTIBLE PROMISSORY NOTE - SKY PETROLEUM, INC. | ex10_2.htm |
| EX-10.1 - FORM OF NOTE PURCHASE AGREEMENT - SKY PETROLEUM, INC. | ex10_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
Date of Report (Date of earliest event reported): May 5, 2015
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SKY PETROLEUM, INC.
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(Exact name of registrant as specified in its charter)
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Nevada
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333-99455
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32-0027992
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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15950 N. Dallas Parkway, Ste 400, Dallas, Texas, 75248
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (214) 299-7660
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N/A
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(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 (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement
Effective May 5, 2015, Sky Petroleum, Inc.. (the “Company”) entered into a Note Purchase Agreement (“Note Purchase Agreement”) with an accredited investor (as defined under Rule 501(a) of Regulation D under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act”) outside the United States, in connection with the sale of a Convertible Promissory Note, due May 5, 2017 (the “Note”), in the principal amount of US$500,000. The Note is convertible into shares of common stock of the Company (“Common Shares”) at a conversion price of US$0.08 per share (the “Conversion Price”). The Note Purchase Agreement contained customary representations and warranties. The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the full-text of the agreement, a copy of which is filed as Exhibit 10.1.
Item 2.03. Creation of a Direct Financial Obligation
Effective May 5, 2015, the Company issued a Note, due May 5, 2017, in the principal amount of US$500,000 under the terms of the Note Purchase Agreement. Principal and accrured interest under the Notes are due and payable on May 5, 2017 (the “Maturity Date”). The Note is convertible into Common Shares at the Conversion Price. Interest on the Note shall accrue at a rate equal to three percent (3%) per annum and interest on the Notes is payable on the Maturity Date in cash or, at the option of the Company, in-kind in shares of common stock of the Company at the Conversion Price.
Default Interest shall increase to six percent (6%) per annum commencing immediately upon an Event of Default. Default Interest shall be paid in cash. An “Event of Default” is deemed to occur upon:
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(a)
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failure to pay principal and interest on any of the Notes when due;
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(b)
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proceedings are commenced for the winding-up, liquidation or dissolution of the Company, unless the Company in good faith actively and diligently contests such proceedings, decree, order or approval, resulting in a dismissal or stay thereof within 60 days of commencement;
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(c)
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a decree or order of a court of competent jurisdiction is entered adjudging the Company to be bankrupt or insolvent, or a petition seeking reorganization, arrangement or adjustment of or in respect of the Company is approved under applicable law relating to bankruptcy, insolvency or relief of debtors;
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(d)
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the Company makes an assignment for the benefit of its creditors, or petitions or applies to any court or tribunal for the appointment of a receiver or trustee for itself or any substantial part of its property, or commences for itself or acquiesces in any proceeding under any bankruptcy, insolvency, reorganization, arrangement or readjustment of debt law or statute or any proceeding for the appointment of a receiver or trustee for itself or any substantial part of its property, or suffers any such receivership or trusteeship; or
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(e)
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a resolution is passed for the winding-up or liquidation of the Company.
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The Holder shall have the right, at its sole option, to declare this Note immediately due and payable, irrespective of the stated Maturity Date, upon an Event of Default.
The foregoing description of the Notes is qualified in its entirety by reference to the full-text of the agreement, a copy of which is filed as Exhibit 10.2.
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Item 3.02. Unregistered Sales of Equity Securities
The Note was offered by the Company in a non-brokered private placement to a non-U.S. person outside of the United States in an off-shore transaction. The Note was not registered under the U.S. Securities Act, or the laws of any state of the United States, and the Note, and Common Shares issuable upon conversion, are “restricted securities” (as defined in Rule 144(a)(3) of the Securities Act). The Note may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act. The Note was placed pursuant to exclusions from the registration requirements of the U.S. Securities Act pursuant to Rule 903 thereunder, such exclusions being available based on information obtained from the investor.
Item 9.01 Exhibits.
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Exhibit
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Description
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10.1
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Form of Note Purchase Agreement
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10.2
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Form of Convertible Promissory Note
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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.
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SKY PETROLEUM, INC.
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May 8th, 2015
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By: | /s/ Karim Jobanputra |
| Karim Jobanputra | ||
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Chief Executive Officer
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EXHIBIT INDEX
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Exhibit
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Description
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10.1
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Form of Note Purchase Agreement
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10.2
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Form of Convertible Promissory Note
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