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 10, 2017

SAUER ENERGY, INC.

(Exact name of registrant as specified in its charter)

(888) 829-8748

Registrant’s telephone number, including area code

NA

 (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):

1

Item 1.01 Entry into a Material Definitive Agreement.

On May 10, 2017 the Registrant entered into two agreements, dated as of May 9, 2017, with East Six Opportunity Fund, LLC, a Delaware limited liability company (“East Six”), an Equity Purchase Agreement (the “EPA”) and a Registration Rights Agreement (the “RRA”).  The two agreements are filed as exhibits to this report and the following summary is qualified in its entirety by reference to such exhibits.

 The agreements require the Registrant to file a registration statement for the common stock underlying the EPA. Subject to various limitations set forth in the EPA, East Six, after effectiveness of such registration statement, is required to purchase up to $3,000,000 worth of the Registrant’s common stock at a price equal to 72% of the market price as determined under the EPA (during the prior ten trading days).  The EPA provides for volume limitations on the amount of shares that East Six must purchase at any time and provides that the Registrant will be paid for the common stock upon electronic delivery of the shares to East Six.  East Six is bearing the attorney fees relating to the Registration Statement and is not charging the Registrant any additional fees.  

 Any funds realized through the EPA will be used by the Registrant as working capital for its operations. 

Item 9.01   Financial Statements and Exhibits

Financial Information

None

Exhibits:

10.1 Equity Purchase Agreement, dated as of May 9, 2017 between the Registrant and East Six. 

10.2 Registration Rights Agreement, dated as of May 9, 2017, between the Registrant and East Six. 

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.