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): August 31, 2012
VANGUARD ENERGY CORPORATION
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(Exact name of registrant as specified in its charter)
Colorado 333-174194 27-2888719
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
1330 Post Oak Blvd., Suite 1600
Houston, Texas 77056
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (713) 627-2500
N/A
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(Former name or former address if changed since last report)
Check 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-14(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 3.02 Recent Sales of Unregistered Securities
On June 29, July 6, July 31 and September 5, 2012 we sold convertible
secured promissory notes to a group of private investors. The notes bear
interest at 15% per year, are payable quarterly, mature on June 30, 2015, and
are convertible into shares of our common stock at a conversion price of $1.25
per share, subject to adjustment. The notes are secured by a first lien on a
substantial portion of our assets.
Notes in the cumulative total principal amount of $5,179,500 were sold for
cash and notes in the cumulative total principal amount of $3,075,000 were
exchanged for notes that we sold in 2010. As a result, the outstanding principal
balance of the notes sold in 2010 was $325,000 as of August 31, 2012.
Northland Capital Markets, MLV & Co., and GVC Capital LLC acted as the
placement agents for the offering.
The placement agents received total cash commissions of $619,905 as well as
Series E warrants which collectively entitle the holders to purchase up to
537,360 shares of our common stock. The Series E warrants may be exercised at
any time on or before June 30, 2017 at a price of $1.55 per share.
The foregoing description of the terms and conditions of the convertible
notes and Series E warrants do not purport to be complete and are qualified in
their entirety by the convertible notes and Series E warrants which were filed
as Exhibits 10.13 and 10.14, respectively, to our 8-K report dated June 29, 2012
and are incorporated herein by reference.
We relied upon the exemption from registration provided by Section 4(2) of
the Securities Act of 1933 and Rule 506 of Regulation D promulgated thereunder
with respect to the sale of the notes and warrants. The purchasers of these
securities were accredited investors who were provided full information
regarding our business and operations. There was no general solicitation in
connection with the offer or sale of these securities. The purchasers acquired
these securities for their own account. The notes and warrants, and any shares
of common stock issuable upon the conversion of the notes or the exercise of the
warrants, cannot be sold unless pursuant to an effective registration statement
or an exemption from registration.
Net proceeds from this financing will be used to fund an accelerated
developmental drilling program in our fields located in Southeast Texas and to
pay off any of our 2010 convertible notes that remain outstanding on October 31,
2012, the maturity date of the 2010 notes.
Item 9.01 Exhibits
10.13 Form of Convertible Note (1)
10.14 Form of Series E Warrant (1)
(1) Incorporated by reference to the same exhibit filed with our 8-K report
dated June 29, 2012 (filed with the Securities and Exchange Commission on
July 6, 2012).
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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.
Date: September 5, 2012 VANGUARD ENERGY CORPORATION
By: /s/ Warren M. Dillard
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Warren M. Dillard, President and Chief
Executive Officer
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