Attached files
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 (Date of earliest event reported): November 6, 2017
PETRO RIVER OIL CORP.
(Exact name of Registrant as specified in its Charter)
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Delaware
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000-49760
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9800611188
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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55
5th
Avenue, Suite 1702
New York, New York
10038
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(Address
of principal executive offices)
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(469) 828-3900
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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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):
☐
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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act ☐
Item 1.01
Entry into a Material Definitive Agreement.
See
Item 2.03 below.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet
Arrangement of a Registrant.
Note Financing
On November 6, 2017, pursuant to a Securities
Purchase Agreement, dated September 20, 2017, as previously
disclosed in the Company’s Current Report on Form 8-K dated
September 27, 2017 (“Purchase
Agreement”), Petro River
Oil Corp. (the “Company”) issued to Petro Exploration Funding II,
LLC (“Funding Corp.
II”) a senior secured
promissory note to finance the Company’s working capital
requirements (the “Note
Financing”), in the
principal amount of $2.5 million (“Secured
Note”). As additional
consideration for the Note Financing, the Company issued to Funding
Corp. II (i) a warrant to purchase 1.25 million shares of the
Company’s common stock, $0.00001 par value
(“Common
Stock”)
(“Warrant”), and (ii) an overriding royalty interest
equal to 2% in all production from the Company’s interest in
the concessions located in Osage County, Oklahoma, currently held
by Spyglass Energy Group, LLC, an indirect subsidiary of the
Company (“Spyglass”), pursuant to an Assignment of Overriding
Royalty Interests (the “ORRI
Assignment”).The Override issued
pursuant to the ORRI Assignment was acquired from Scot Cohen
contemporaneously with the consummation of the Note Financing, for
$250,000, which amount represents the $250,000 paid by Mr. Cohen to
various third parties for the Override on August 14, 2017. At the
time of the purchase of the Override by Mr. Cohen, it was
contemplated that Mr. Cohen would assign the Override to the
Company upon consummation of the Note Financing. Mr. Cohen is a
member of the Company's Board of Directors and a substantial
stockholder of the Company.
The Secured Note accrues interest at a rate of 10%
per annum, and matures on June 30, 2020. To secure the repayment of
all amounts due under the terms of the Secured Note, the Company
entered into a Security Agreement, pursuant to which the Company
granted to Funding Corp. II a security interest in all assets of
the Company, which security interest is subordinate to the security
interest granted to Petro Exploration Funding,
LLC (“Funding
Corp. I”) on June 15, 2017. The first
interest payment will be due on June 1, 2018 and each six-month
anniversary thereafter until the outstanding principal balance of
the Secured Note is paid in full.
The
Warrant is exercisable immediately upon issuance, for an exercise
price per share equal to $2.00 per share, and shall terminate, if
not previously exercised, three years from the date of
issuance.
The securities issued in connection with the Note
Financing were offered and sold in transactions exempt from
registration under the Securities Act of 1933, as amended
(“Securities
Act”), in reliance on
Section 4(2) thereof and Rule 506 of Regulation D
thereunder.
Scot
Cohen owns or controls 31.25% of Funding Corp. I and 41.20% of
Funding Corp. II.
Acquisition of Membership Interest in Osage County
Concession
On November 6, 2017, the Company entered into an
Assignment and Assumption of Membership Interest Agreement (the
“Assignment”) with Pearsonia West Investments, LLC
(“Pearsonia”), the owner of a 46.81% membership
interest in Bandolier Energy LLC (“Bandolier”). Pursuant to the Assignment, the Company
issued 1,466,667 shares of its Common Stock to Pearsonia in
exchange for all membership interests in Bandolier held by
Pearsonia, resulting in the Company acquiring an additional 46.81%
stake in Bandolier’s 106,500-acre concession in Osage County,
Oklahoma.
The
securities issued in connection with the Assignment were offered
and sold in transactions exempt from registration under the
Securities Act in reliance on Section 4(2) thereof and Rule 506 of
Regulation D thereunder.
Disclaimer
The foregoing descriptions of the Purchase Agreement, Warrant,
Security Agreement, ORRI Assignment, Secured Note, and Assignment
do not purport to be complete, and are qualified in their entirety
by reference to the full text of the form of Purchase Agreement,
form of Warrant, form of Security Agreement, form of Secured Note,
and Assignment attached hereto as Exhibits 10.1, 10.2, 10.3, 10.4,
10.5 and 10.6, respectively, each of which are incorporated by
reference herein.
Item
3.02
Unregistered Sale of Equity Securities.
See
Item 2.03 above.
Item 8.01
Other Events
The
Company issued a press release on November 6, 2017 announcing (i)
the Company’s acquisition of membership interest in the Osage
County concession; (ii) its procurement of additional funding
through the Note Financing to support future drilling activities;
and (iii) its intent to move forward on its development plans in
Osage County, Oklahoma. A copy of the press release is attached
hereto as Exhibit 99.1, and is incorporated by reference
herein.
Item 9.01
Financial Statements and Exhibits.
See
Exhibit Index.
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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PETRO RIVER OIL CORP.
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Date:
November 8, 2017
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By:
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/s/ Scot
Cohen
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Scot
Cohen
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Executive
Chairman
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EXHIBIT INDEX
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Exhibit No.
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Description
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Form of
Securities Purchase Agreement
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Form of
Warrant
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Form of
Security Agreement
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Form of
Assignment of Overriding Royalty Interests
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Form of
Secured Promissory Note
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Assignment
and Assumption of Membership Interest, dated November 6,
2017
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Press
Release, dated November 6, 2017
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