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): July 14, 2020
| Viking Energy Group, Inc. |
| (Exact name of registrant as specified in its charter) |
| Nevada |
| 000-29219 |
| 98-0199508 |
| (State or other jurisdiction of incorporation) |
| (Commission File Number) |
| (IRS Employer Identification Number) |
| 15915 Katy Freeway Suite 450, Houston, Texas |
| 77094 |
| (Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: (281) 404-4387
Not applicable.
(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 Instructions 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)) |
Securities registered pursuant to Section 12(b) of the Act: None.
| Title of each class |
| Trading Symbols(s) |
| Name of each exchange on which registered |
| N/A |
| N/A |
| N/A |
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-2of 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 3.02 Unregistered Sales of Equity Securities.
On July 14, 2020, Viking Energy Group, Inc. (the “Company”) issued 11,065,574 shares of Company common stock to Radium2 Capital, Inc. (“Radium”) in full satisfaction and conversion of the promissory note issued by the Company to Radium on July 3, 2020, in the amount of $1,350,000. The issuance of these shares to Radium was made in reliance on the exemptions from registration provided by Sections 3(a)(9) and 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) promulgated thereunder, as the common stock was issued in exchange for debt of the Company held by Radium, there was no additional consideration for the exchange, there was no remuneration for the solicitation of the exchange, there was no general solicitation, Radium was an accredited investor, and the transaction did not involve a public offering.
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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.
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| Viking Energy Group, Inc. | |||
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| Date: July 14, 2020 | By: | /s/ James Doris |
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| Name: | James Doris |
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| Title: | President & CEO |
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