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): December 31,
2018
PETROSHARE CORP.
(Exact
name of registrant as specified in its charter)
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Colorado
(State
or other jurisdiction of incorporation or
organization)
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001-37943
(Commission
File Number)
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46-145523
(I.R.S.
Employer Identification
No.)
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9635 Maroon Circle, Suite 400
Englewood, Colorado 80112
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number including area code: (303) 500-1160
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))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
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
8.01 Other Events
On
December 31, 2018, the principal balance of $9.4 million on the 10%
Unsecured Promissory Notes and the Series B Unsecured Promissory
Notes (collectively, the “Unsecured Notes”) previously
issued by PetroShare Corp. (the “Company”) became due.
The Company was unable to pay such principal balance by December
31, 2018. As a result, the Company sent a notification to the
Unsecured Note holders informing them of the default and that it
will provide a formal proposal to address the Unsecured Notes on or
before January 31, 2019.
The Company paid the
interest on the Unsecured Notes current through December 31, 2018,
and is working diligently to create a solution to the default which
it hopes will be in the best interest of the holders of the Notes
and its shareholders.
Cautionary
Statement
With the exception of historical matters, the
matters discussed in this report include forward-looking statements
within the meaning of applicable securities laws that involve risks
and uncertainties that could cause actual results to differ
materially from projections or estimates contained therein. Such
forward-looking statements include, among others, statements
regarding the Company’s efforts to satisfy the principal
balance and currently accruing interest due on the Notes. Factors
that could cause actual results to differ materially from
projections or estimates include, among others, commodity prices,
economic and market conditions, operating costs, receipt of
permits, receipt of working capital and future drilling results, as
well as other factors described in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2017, and other
filings with the United States Securities and Exchange Commission.
Most of these factors are beyond the Company’s ability to
predict or control. The Company disclaims any obligation to update
any forward-looking statement made herein, whether as a result of
new information, future events, or otherwise. Readers are cautioned
not to put undue reliance on forward-looking
statements.
SIGNATURE
Pursuant to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has
caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
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PETROSHARE
CORP.
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Date: January 8, 2019
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By:
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/s/ Paul D.
Maniscalco
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Paul
D. Maniscalco, Chief Financial Officer
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