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 1, 2016
Texas South Energy, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 333-171064 | 99-0362471 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
3 Riverway, Suite 1800
Houston, TX 77056
(Address of principal executive offices and Zip Code)
Registrant’s telephone number, including area code: (713) 209-2950
N/A
(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.
| ☐ | 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 3.02 Unregistered Sales of Equity Securities
In connection with a closing of a private placement of its common stock, on August 1, 2016, Texas South Energy, Inc. (the “Company”) issued an aggregate of 50 million shares of its common stock at a purchase price of $0.02 per share receiving gross proceeds of $1 million. The Company intends to use the proceeds from the private placement for general corporate purposes.
In July 2016, the Company issued 11,500,000 shares of common stock, of which 6,000,000 was issued for services rendered valued at $0.02 per share, and 5,500,000 was issued for cash of $110,000 which proceeds from the private placement will be used for general corporate purposes..
The issuance of the shares described above was made without registration under the Securities Act of 1933, as amended (the “Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Act, Regulation D under the Act and in reliance on similar exemptions. No advertising or general solicitation was made in connection with the sale and issuance of the Company’s common stock.
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 thereunto duly authorized.
Date: August 2, 2016
| TEXAS SOUTH ENERGY, INC. | ||
| By: | /s/James Askew | |
| James M. Askew | ||
| Chief Executive Officer | ||