Attached files
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EX-4.1 - EXHIBIT 4.1 - BONANZA OIL & GAS, INC. | ex41.htm |
EX-10.3 - EXHIBIT 10.3 - BONANZA OIL & GAS, INC. | ex103.htm |
EX-10.1 - EXHIBIT 10.1 - BONANZA OIL & GAS, INC. | ex101.htm |
EX-10.2 - EXHIBIT 10.2 - BONANZA OIL & GAS, INC. | ex102.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities and Exchange Act of 1934
Date of
Report (Date of earliest reported): November 30, 2009
(Exact
name of registrant as specified in charter)
Nevada
|
000-52171
|
76-0720654
|
(State or Other Jurisdiction
of Incorporation or Organization)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
3417
Mercer, Suite E
Houston,
TX 77027
(Address
of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (713) 333-5808
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))
Item
2.03 Creation
of a Direct Financial Obligation
Item
3.02 Unregistered
Sales of Equity Securities
Item
8.01
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Other
Events
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Debt
Financing
On
November 10, 2009, Bonanza Oil & Gas, Inc. (the "Company") entered into a
Loan Agreement with an accredited investor (the “November 2009 Lender”) pursuant to which the Company issued
a 12% note in an aggregate principal amount of $50,000 (the “November
2009 Note”). In addition, on September 18, 2009, the November
2009 Lender provided $55,000 in funding to the Company in consideration of a
Note in the amount of $55,000 (the “September 2009 Note”).
The November
2009 Note and the September 2009 Note bear interest at the rate
of 12% per annum. The November 2009 Note matures on December 31,
2009 and the September 2009 Note matures on September 18, 2010. The
full principal amount of the notes is due upon a
default.
Series A Preferred
Stock
On
December 2, 2009, the Company entered into a Conversion Agreement (the
“Conversion Agreement”) with Robert Teague (“Teague”), Vice President of
Operations and a director of the Company. The Company is presently in
debt to Teague for wages in arrears in the amount of $82,500 (the
“Wages”). Pursuant to the Conversion Agreement, Teague converted
$60,000 of the Wages owed to him in consideration of 5,000,000 shares of series
A Preferred Stock (the “Series A Stock”).
The above
transaction was approved by the Board of Directors of the
Company. Teague recused himself from voting on such
matter. Each share of Series A Stock is convertible, at the option of
the holder, into ten shares of common stock. In addition, the holder
of the Series A Stock is entitled to vote ten shares of common stock for each
share of Series A Stock. The Series A Stock has no liquidation
preference.
Amendment to Secured
Financing
In
January 2008, the Company issued 14% Senior Secured Promissory Notes and
Security to accredited investors for an aggregate principal amount of $800,000
(the “January 2008 Notes”). One accredited investor held $750,000
(the “Secured Note”) of the January 2008 Notes (the “Secured
Investor). The January 2008 Notes matured on January 31, 2009, with
interest payable on a monthly basis. The Company’s obligations under
the January 2008 Notes are secured by the Company’s interest in three prospect
areas located in Borden, Hidalgo and Brazoria counties of Texas. In
addition, in May 2008, the Company entered into a Securities Purchase Agreement
with the Secured Investor providing for the sale by the Company of an 8%
convertible note in the principal amount of $750,000 (the “May 2008 Convertible
Note” and collectively with the Secured Note, the “Restructured
Notes”). The May 2008 Convertible Note matured on May 14, 2009, and
interest is payable on a quarterly basis. The May 2008 Convertible
Note is unsecured, however, in the event that the Company grants a secured
interest in its assets in connection with any future financing, then the holder
of the May 2008 Convertible Note will be entitled to a pari passu interest in
such secured interest. The May 2008 Convertible Note was convertible
into the Company’s common stock, at a conversion price of $0.3742 per common
share, as adjusted, and is subject to normal and customary anti-dilution
provisions. The Company has been advised by Triumph Small Cap Fund,
Inc. (“Triumph”) and the Secured Investor that Triumph has purchased the
Restructured Notes from the Secured Investor. In order to induce
Triumph to convert the Restructured Notes into shares of common stock and, in
turn, to reduce the Company’s debt and avoid potentially filing for bankruptcy,
the Company entered into a Letter Agreement with Triumph on December 2, 2009,
pursuant to which the Restructured Notes were amended providing that Triumph may
from time to time convert all or any part of the outstanding and unpaid
principal amount of the Restructured Notes into shares of common
stock.
The
Restructured Notes are convertible into common stock, upon the Company
increasing its authorized shares of common stock to 1,500,000,000, at
Triumph's option, at the lesser of (i) $0.005 or (ii) a
50% discount to the average of the three lowest trading prices of
the common stock during the 20 trading day period prior
to conversion. Triumph has agreed to restrict its ability
to convert the Restructured Notes and receive shares of common stock such that
the number of shares of common stock held by it in the aggregate and
its affiliates after such conversion or exercise does not exceed
4.99% of the then issued and outstanding shares of common stock.
The
Company will continue to reserve and keep available at all times, free of
preemptive rights, all shares of common stock available enabling the Company to
issue the shares of common stock upon conversion of the Restructured
Notes. Upon increasing the authorized shares of common stock to
1,500,000,000, the Company will reserve a sufficient number of shares of common
stock for the purpose of enabling the Company to issue the shares of common
stock.
2
Corporate
Restructuring
On
December 2, 2009, the shareholders of the Company, holding voting control
approved (i) the amendment of the Company’s Articles of Incorporation to
increase the Company’s authorized shares of common stock to 1,500,000,000 and
(ii) authorized 10,000,000 shares of Series D Preferred Shares, which will be blank check preferred
shares, and 10,000,000 shares of Series E Preferred Shares, which will also be
blank check preferred shares. The Company intends to mail to all
record holders and file the 14C Information Statement with the Securities and
Exchange Commission prior to filing the amendment with the state of
Nevada. Further, the Board of Directors, pursuant to Nevada
corporation law, has approved a forward split of the outstanding and authorized
securities on a 2:1 basis. The Company intends to submit all required
paperwork to FINRA in order to implement the forward split.
On
November 30, 2009, the Company entered into an Agreement with Whalehaven Capital
Fund Limited (“Whalehaven”) pursuant to which Whalehaven agreed to waive any
existing dilution event as well as remove its antidilution protection and agreed
not to exercise its Series A and B Warrants (the “Warrants”) until February 28,
2010 in consideration of reduction in the exercise price of the Warrants to
$.001 and issuance of a Series C Purchase Warrant to purchase 6,000,000 shares
of common stock for a period of three years at $.001 per share.
The
issuance of the above securities was made in reliance upon exemptions from
registration pursuant to Section 4(2) and the Securities Act of 1933, as amended
(the “33 Act”), and/or Regulation D as promulgated under the 33
Act. The above transactions did not involve a public offering and
each of the parties is an accredited investor.
The
foregoing information is a summary of each of the agreements involved in the
transactions described above, is not complete, and is qualified in its entirety
by reference to the full text of those agreements, each of which is attached an
exhibit to this Current Report on Form 8-K. Readers should review
those agreements for a complete understanding of the terms and conditions
associated with this transaction.
Item 9.01
Financial Statements and Exhibits
(c)
Exhibits.
Exhibit Number | Description | |
4.1
|
Note
issued by Bonanza Oil & Gas, Inc. on November 10,
2009
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|
10.1
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Conversion
Agreement between Bonanza Oil & Gas, Inc. and Robert Teague dated
December 2, 2009
|
|
10.2
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Letter
Agreement between Bonanza Oil & Gas, Inc. and Triumph Small Cap Fund
Ltd. dated December 2, 2009
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10.3
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Agreement
between Bonanza Oil & Gas, Inc. and Whalehaven Capital Fund
Limited
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2
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.
BONANZA OIL & GAS, INC. | |||
Date:
December 4, 2009
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By:
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/s/ William Wiseman | |
William Wiseman | |||
President and Chief Executive Officer | |||
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