Attached files

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EX-10.2 - FORM OF WARRANT - Sow Good Inc.blackridge_8k-ex1002.htm
EX-99.1 - PRESS RELEASE - Sow Good Inc.blackridge_8k-ex9901.htm
EX-10.1 - AMENDED AND RESTATED SECURED REVOLVING CREDIT AGREEMENT - Sow Good Inc.blackridge_8k-ex1001.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): September 5, 2012

 

 

Black Ridge Oil & Gas, Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of incorporation)

 

000-53952 27-2345075
(Commission File Number) (I.R.S. Employer Identification No.)
   
10275 Wayzata Boulevard, Suite 310, Minnetonka, Minnesota 55305
(Address of principal executive offices) (Zip Code)

 

(952) 426-1241

(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.

 

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR240.14d-2(b))
   
£ Soliciting material pursuant to Rule 14a-12 under Exchange Act (17 CFR240.14a-12)
   
£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))
   
£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement.

 

Black Ridge Oil & Gas, Inc. (the “Company”) entered into an Amended and Restated Secured Revolving Credit Agreement dated September 5, 2012 with Dougherty Funding LLC as Lender (the “Credit Facility”). Under the terms of the Credit Facility, up to $20,000,000 maximum is available from time to time (i) to fund, or to reimburse the Company for, the Company’s pro-rata share of development and production costs for oil wells that relate to the Company’s oil and gas leasehold interests for which there is a valid and enforceable Authorization for Expenditure and that are incurred from and after the date of the Credit Facility, and (ii) to reimburse the Company for amounts that the Company paid from its own funds or from funds that it borrowed under its previous credit facility from PrenAnte5, LLC as agent pursuant to the Revolving Credit and Security Agreement dated May 2, 2011 (the “Previous Credit Facility”). Of the $20 million Credit Facility, $16.5 million is currently available. If the Company has not successfully completed an equity offering of at least $10,000,000 by August 31, 2014, then advances will no longer be available under the Credit Facility.

 

Interest on the unpaid principal balance of the Credit Facility shall accrue and be payable monthly at 9.25% per annum. The Company must also pay the Lender quarterly a commitment fee in an amount equal to 0.25% of the average unadvanced line of credit for the previous quarter. The Company must make payments equal to 90% of the Company’s EBTDA (excluding certain items as defined in the Credit Agreement) on a quarterly basis as a principal payment on the Loan.

 

The Credit Facility is secured by substantially all of the Company’s assets and has typical representations and warranties, covenants, and events of default, including, subject to certain exceptions, incurrence of additional indebtedness. The Credit Agreement requires that the Company meet certain conditions to obtain additional advances under the Credit Facility, including providing certain documentation related to the Company’s oil and gas properties. The Lender has the right to approve advances for properties which are not held by production. In addition, the Company must maintain available cash and specified cash equivalents in an amount that is not less than the greater of (i) $300,000 and (ii) 12 months’ then-regularly scheduled payments of interest on the outstanding amount of advances.

 

The Credit Facility will mature on August 1, 2015. The Credit Facility may be prepaid with thirty (30) days written notice at any time.

 

This summary is qualified in its entirety by references to the terms of the Credit Facility attached hereto as Exhibit 10.1 which is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

 

See Item 1.01 above which is incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

In connection with the financing, the Company agreed to issue Dougherty Funding LLC warrants to purchase up to 900,000 shares of the Company’s common stock at an exercise price of $ 0.38. The warrants expire on August 31, 2015. The warrants were offered and sold in reliance upon exemptions from registration pursuant to Section 4(2) under the Securities Act. This summary is qualified in its entirety by references to the terms of the Warrant attached hereto as Exhibit 10.2 which is incorporated herein by reference.

 

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Item 7.01 Regulation FD Disclosure.

 

On September 6, 2012, the Company issued a press release announcing the amended Credit Facility.

 

A copy of the press release is being furnished pursuant to Regulation FD as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in the press release shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section. Furthermore, the press release shall not be deemed to be incorporated by reference into the Company's filings under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, except as set forth with respect thereto in any such filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

10.1 Amended and Restated Secured Revolving Credit Agreement dated September 5, 2012 between Black Ridge Oil & Gas, Inc., as Borrower and Dougherty Funding LLC as Lender.
   
10.2 Form of Warrant issued by Black Ridge Oil & Gas, Inc. to Dougherty Funding LLC
   
99.1 Press release dated September 6, 2012 (furnished).

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

  BLACK RIDGE OIL & GAS, INC.
(Registrant)
   
   
Date: September 6, 2012 By:  /s/ Ken DeCubellis, Chief Executive Officer
    Ken DeCubellis, Chief Executive Officer

 

 

 

 

 

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