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): October 19, 2012
RED MOUNTAIN RESOURCES, INC. |
(Exact name of registrant as specified in its charter) |
Florida | 000-54444 | 27-1739487 |
(State or other jurisdiction of | (Commission File Number) | (IRS Employer |
incorporation or organization) | Identification No.) | |
2515 McKinney Avenue, Suite 900 | |
Dallas, Texas | 75201 |
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (214) 871-0400
(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 Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.02 Unregistered Sales of Equity Securities
Cross Border Stock Purchase Agreements
On October 2, 2012, October 4, 2012 and October 17, 2012, Red Mountain Resources, Inc. (the “Company”) entered into stock purchase agreements with two stockholders of Cross Border Resources, Inc. (“Cross Border”) pursuant to which the stockholders agreed to sell an aggregate of 512,329 shares of common stock of Cross Border in exchange for the issuance of an aggregate of 1,024,658 shares of the Company’s common stock. The sale of the Company’s common stock was made in reliance on the private placement exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder. The sale of the Company’s common stock was conducted without general solicitation or general advertising, each of the purchasers represented that it was an “accredited investor” as defined in Rule 501 of Regulation D and each purchaser represented that the common stock was acquired for its own account and was not intended to be sold or disposed of in violation of securities laws. The common stock to be issued to the purchasers will also contain appropriate restricted stock legends.
As of October 17, 2012, the Company owned of record 6,415,262 shares of Cross Border common stock, representing 39.7% of the outstanding shares of common stock of Cross Border. In addition, as of October 17, 2012, the Company had outstanding stock purchase agreements pursuant to which it had agreed to acquire 7,919,095 shares of Cross Border common stock and owned warrants to acquire an additional 2,136,164 shares of Cross Border common stock.
Debenture Purchase Agreements
On October 8, 2012, the Company entered into debenture purchase agreements with two holders of Series 2009B Debentures (the “2009B Debentures”) of O&G Leasing, LLC (“O&G”) pursuant to which the holders agreed to sell an aggregate of $165,000 principal amount of 2009B Debentures plus any accrued and unpaid interest, in exchange for the issuance of 154,948 shares of the Company’s common stock.
On October 15, 2012, the Company entered into a debenture purchase agreement with a holder of Senior Series 2009A Debentures (the “2009A Debentures”) of O&G pursuant to which the holder agreed to sell an aggregate of $75,000 principal amount of 2009A Debentures plus any accrued and unpaid interest, in exchange for the issuance of 67,042 shares of the Company’s common stock.
On October 18, 2012, the Company entered into debenture purchase agreements with three holders of the 2009A Debentures and 2009B Debentures pursuant to which the holders agreed to sell an aggregate of $3,030,000 principal amount of 2009A Debentures and $1,255,000 principal amount of 2009B Debentures, plus any accrued and unpaid interest, in exchange for the issuance of 3,887,039 shares of the Company’s common stock.
The sale of the Company’s common stock was made in reliance on the private placement exemption from the registration requirements of the Securities Act of 1933, as amended, provided by Section 4(2) thereof and Rule 506 of Regulation D promulgated thereunder. The sale of the Company’s common stock was conducted without general solicitation or general advertising, each of the purchasers represented that it was an “accredited investor” as defined in Rule 501 of Regulation D and each purchaser represented that the common stock was acquired for its own account and not with a view to resale or distribution. The common stock to be issued to the purchasers will also contain appropriate restricted stock legends.
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: | October 19, 2012 | |||
RED MOUNTAIN RESOURCES, INC. | ||||
By: | /s/ Alan W. Barksdale | |||
Alan W. Barksdale | ||||
Chief Executive Officer | ||||