Attached files
| file | filename |
|---|---|
| EX-10.1 - $200,000 CONVERTIBLE PROMISSORY NOTE (NOTE #2) ISSUED TO SILVER STAR OIL COMPANY DATED OCTOBER 23, 2015, AND EFFECTIVE OCTOBER 21, 2015 - CAMBER ENERGY, 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): October 23, 2015 (October 21, 2015)
|
Lucas Energy, Inc.
|
|
(Exact name of registrant as specified in its charter)
|
|
Nevada
|
001-32508
|
20-2660243
|
||
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
450 Gears Road, Suite 780, Houston, Texas
|
77067
|
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Registrant’s telephone number, including area code (713) 528-1881
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:
|
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)
|
|
¨
|
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 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
As previously disclosed in Lucas Energy, Inc.’s (the “Company’s” or “our”) Current Report on Form 8-K, filed with the SEC on September 1, 2015, on August 30, 2015, we entered into a Non-Revolving Line of Credit Agreement with Silver Star Oil Company (“Silver Star” and the “Line of Credit”). The Line of Credit, which had an effective date of August 28, 2015, provides the Company the right, from time to time, subject to the terms of the Line of Credit, to sell up to $2.4 million in convertible promissory notes (the “Convertible Notes”) to Silver Star.
We previously sold a Convertible Note to Silver Star in the aggregate principal amount of $200,000 on September 28, 2015, pursuant to the terms of the Line of Credit (which note was required to be sold by us on or before October 1, 2015), as described in the Current Report on Form 8-K filed with the SEC on October 1, 2015.
On October 23, 2015 to be effective October 21, 2015, we sold Silver Star an additional Convertible Note in the amount of $200,000, pursuant to the terms of the Line of Credit.
All of the Convertible Notes are due and payable on October 1, 2016, accrue interest at the rate of 6% per annum (15% upon the occurrence of an event of default), and allow the holder thereof the right to convert the principal and interest due thereunder into common stock of the Company at a conversion price of $1.50 per share, provided that any conversion is subject to us first receiving shareholder approval for the issuance of shares of our common stock under the Convertible Notes and Line of Credit under applicable NYSE MKT rules and regulations (“NYSE Approval”), which we have not sought or obtained to date. We have the right to prepay the Convertible Notes at any time, provided we provide the holder at least 30 days prior notice of our intention to prepay such notes. The Convertible Notes include customary events of default for facilities of similar nature and size, including in the event a change of control (as defined in the Convertible Notes) occurs, or we fail to comply with the reporting requirements of the Securities Exchange Act of 1934, as amended.
Item 3.02 Unregistered Sales of Equity Securities.
As described above, on October 23, 2015 to be effective on October 21, 2015, we sold Silver Star a Convertible Note in the aggregate principal amount of $200,000. If fully converted by Silver Star (without factoring in any accrued and unpaid interest thereon, which is also convertible into our common stock as provided in the note), notwithstanding the requirement for NYSE Approval (as discussed above), a total of 133,334 shares of common stock would be required to be issued to Silver Star (representing approximately 9.1% of our current outstanding shares of common stock) and if fully converted at maturity, when factoring in accrued interest thereon through maturity, a total of 140,853 shares of common stock would be required to be issued to Silver Star in connection with the October 2015 Convertible Note (i.e., without factoring in the conversion of any other outstanding Convertible Note).
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) for the sale and issuance pursuant to (a) Section 4(a)(2) of the Securities Act; and/or (b) Rule 506 of the Securities Act, and the regulations promulgated thereunder. With respect to the transaction described above, no general solicitation was made either by us or by any person acting on our behalf. The transaction was privately negotiated, and did not involve any kind of public solicitation. No underwriters or agents were involved in the foregoing sale and issuance and the Company paid no underwriting discounts or commissions. The securities sold are subject to transfer restrictions, and the certificate(s) evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The recipient made various representations to us regarding its suitability to purchase the securities and knowledge of the risks involved in such purchase pursuant to the Line of Credit, including confirming that it was an “accredited investor”.
Item 9.01 Financial Statements and Exhibits.
|
Exhibit No.
|
Description
|
|
|
10.1*
|
$200,000 Convertible Promissory Note (Note #2) issued to Silver Star Oil Company Dated October 23, 2015, and effective October 21, 2015
|
* Filed herewith.
SIGNATURE
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.
|
LUCAS ENERGY, INC.
|
|||
|
By: /s/ Anthony C. Schnur
|
|||
|
Name: Anthony C. Schnur
|
|||
|
Title: Chief Executive Officer
|
|||
Date: October 23, 2015
EXHIBIT INDEX
|
Exhibit No.
|
Description
|
|
|
10.1*
|
$200,000 Convertible Promissory Note (Note #2) issued to Silver Star Oil Company Dated October 23, 2015, and effective October 21, 2015
|
* Filed herewith.