Attached files
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| EX-10.2 - PROMISSORY NOTE DATED OCTOBER 24, 2018. - Amazing Energy Oil & Gas, Co. | exhibit_10-2.htm |
| EX-10.1 - LOAN AGREEMENT DATED OCTOBER 24, 2018 - Amazing Energy Oil & Gas, Co. | exhibit_10-1.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 24, 2018
AMAZING ENERGY OIL AND GAS, CO.
(Exact name of registrant as specified in its charter)
NEVADA
(State or other jurisdiction of incorporation)
000-52392
(Commission File No.)
5700 W. Plano Parkway, Suite 3600
Plano, Texas 75093
(Address of principal executive offices and Zip Code)
(855) 448-1922
(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 (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
2.03
Creation
of a Direct Financial Obligation
On
October 24, 2018 Amazing Energy Oil & Gas, Co.
(“Amazing” or the “Company”) entered into a
loan agreement with Bories Capital, LLC whereby the Company
borrowed the aggregate sum of five hundred thousand and no/100
dollars ($500,000.00) (the “Loan”).
The
loan matures in two (2) years and requires interest only payments
until maturity. The loan is unsecured and can accelerate in full if
the Company defaults on its obligations under the promissory note
or the loan agreement.
The
proceeds of the Loan will be used to pay down existing debt of the
Company and for general working capital.
Item
3.03
Material
Modifications of Rights of Security Holders.
As
additional consideration for receiving the Loan, the Company agreed
to modify the terms of an Amazing common stock purchase warrant
issued to Gulf South Holdings, Inc., an affiliate of Bories
Capital, LLC and the rights and preferences of the shares of
Amazing’s Series B Preferred Stock, all of which are held by
the Lender.
The
Warrant was modified to reduce the exercise price from $1.00 per
share to $.40 per share, provide for a cashless exercise option and
extend the expiration date of the Warrant to April 1,
2024.
The
Series B Preferred shares were modified to eliminate the
Company’s call provision until April 1, 2024, set the
conversion period for the Series B into warrants from April 1, 2019
to April 1, 2024 and provide that the warrants into which the
Series B may be converted shall have exercise prices of $.40 per
share and a cashless exercise option.
The
Loan Agreement and Promissory note are included herewith as
Exhibits 10.1 and 10.2 respectively.
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Exhibit No.
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Document Description
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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.
Dated
this 25th
day of October, 2018.
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AMAZING ENERGY OIL AND GAS, CO.
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BY:
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/s/ Will McAndrew III |
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Will
McAndrew III, CEO
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