UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: October 23, 2015

(Date of earliest event reported)

Gas Natural Inc.
(Exact name of registrant as specified in its charter)

(440) 974-3770

(Registrant’s telephone number, including area code)

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))

On October 23, 2015, Gas Natural Inc. (“Gas Natural”) entered into a Loan Agreement (the “Loan Agreement”) and Promissory Note (the “Note”) with NIL Funding Corporation (“NIL Funding”). Pursuant to the Note and Loan Agreement, NIL Funding made a single loan to Gas Natural in the principal amount of $3.0 million, bearing an interest rate of 6.95% per annum, and a maturity date of April 20, 2016. The Note and Loan Agreement are subject to other customary loan covenants and default provisions. In an event of default, as defined under the Loan Agreement, NIL Funding may, at its option, require us to immediately pay the outstanding principal balance of the Note as well as any and all interest and other payments due or convert any part of the amounts due and unpaid to shares of Gas Natural’s common stock, $0.15 par value per share, at a conversion price of 95% of the previous day’s closing price on the NYSE MKT.

The Loan and Note replace the prior April 6, 2015 loan from NIL Funding which was paid in full in July 2015. Gas Natural will use the proceeds from this loan, primarily for interim general corporate cash needs as Gas Natural enters the heating season.

NIL Funding is an affiliate of The InterTech Group, Inc. (“InterTech”). The Chairperson and Chief Executive Officer of InterTech, Anita G. Zucker, beneficially owns 940,000 shares, or 8.95%, of Gas Natural’s outstanding common stock, as of February 9, 2015. A member of Gas Natural’s Board of Directors, Michael B. Bender, currently serves as Director, Corporate Secretary, and Corporate Counsel of InterTech. Another current Board member, Robert B. Johnston, serves as the Executive Vice President & Chief Strategy Officer of InterTech.

The foregoing description of the Loan Agreement and Note is not complete and is qualified in its entirety by reference to the full and complete terms of the Loan Agreement and Note, which are attached to this Current Report on Form 8-K as Exhibits 10.01 and 10.02.

The disclosures set forth under Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

The disclosures set forth under Item 1.01 of this Current Report on Form 8-K are incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 26, 2015