Attached files
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): June 13, 2017
PETRO
RIVER OIL CORP.
(Exact
name of Registrant as specified in its Charter)
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Delaware
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000-49760
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9800611188
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(State
or other jurisdiction
of
incorporation)
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(Commission File
No.)
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(IRS
Employer
Identification
No.)
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205
East 42nd Street, Fourteenth Floor
New York, New York
10017
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(Address of
principal executive offices)
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(469)
828-3900
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former name or
address, if changed since last report)
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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
1.01
Entry
into a Material Definitive Agreement.
See
Item 2.03 below.
Item
2.03
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
On June
13, 2017, Petro River Oil Corp. (the “Company”) entered into a
Securities Purchase Agreement (“Purchase Agreement”) with Petro
Exploration Funding, LLC (“Funding Corp.”), pursuant to
which the Company issued to Funding Corp. a senior secured
promissory note to finance the Company’s working capital
requirements (the “Note
Financing”), in the principal amount of $2.0 million
(“Secured
Note”). As additional consideration for the Note
Financing, the Company issued to Funding Corp. (i) a warrant to
purchase 840,336 shares of the Company’s common stock,
$0.00001 par value (“Common
Stock”) (“Warrant”), and (ii) an overriding
royalty interest equal to 2% in all production from the
Company’s interest in the concessions located in Osage
County, Oklahoma, currently held by Spyglass Energy Group, LLC, an
indirect subsidiary of the Company (“Spyglass”), pursuant to an
Assignment of Overriding Royalty Interests (the “Assignment”).
The
Secured Note accrues interest at a rate of 10% per annum, and
matures on June 30, 2020. To secure the repayment of all amounts
due under the terms of the Secured Note, the Company entered into a
Security Agreement, pursuant to which the Company granted to
Funding Corp. a security interest in all assets of the Company. The
first interest payment will be due on June 1, 2018 and each six
month anniversary thereof until the outstanding principal balance
of the Secured Note is paid in full.
The
Warrant is exercisable immediately upon issuance, for an exercise
price per share equal to $2.38 per share, and shall terminate, if
not previously exercised, three years from the date of
issuance.
Scot
Cohen, a member of the Company’s Board of Directors and a
substantial stockholder of the Company, owns or controls 31.25% of
Funding Corp.
Item
3.02
Unregistered
Sale of Equity Securities.
See
Item 2.03 above.
Disclaimer
The foregoing descriptions of the Purchase Agreement, Warrant,
Security Agreement, Assignment and Promissory Note do not purport
to be complete, and are qualified in their entirety by reference to
the full text of the form of Purchase Agreement, form of Warrant,
form of Security Agreement and form of Promissory Note attached
hereto as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5 respectively,
each of which are incorporated by reference herein.
Item 9.01
Financial Statements and Exhibits.
See
Exhibit Index.
EXHIBIT
INDEX
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Exhibit Number
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Description
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10.1
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Form of Securities Purchase Agreement
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10.2
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Form of Warrant
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10.3
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Form of Security Agreement
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10.4
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Form of Assignment of Overriding
Royalty Interests
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10.5
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Form of Promissory Note |
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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.
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PETRO
RIVER OIL CORP.
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Date:
June 16, 2017
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By:
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/s/ Scot
Cohen
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Scot
Cohen
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Executive
Chairman
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