Attached files
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): September 20, 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))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2) ☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange
Act ☐
Item 1.01
Entry into a Material
Definitive Agreement.
On September 20, 2017, Petro River Oil Corp. (the
“Company”) and Spyglass Energy Group, LLC, an
indirect subsidiary of the Company (“Spyglass”), entered into a Securities Purchase
Agreement (“Purchase
Agreement”) with Petro
Exploration Funding II, LLC (“Funding
Corp. II”), pursuant to which, at Closing (as such
term is defined in the Purchase Agreement), the Company intends to
issue to Funding Corp. II a senior secured promissory note to
finance the Company’s working capital requirements (the
“Note
Financing”), in the
principal amount of up to $2.5 million (“Secured
Note”). As additional
consideration for the Note Financing, the Company intends to issue
to Funding Corp. II (i) a warrant to purchase up to 1.25 million
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, pursuant to an Assignment of Overriding Royalty
Interests (the “Assignment”).
The Company expects Secured Note to accrue
interest at a rate of 10% per annum, and to mature on June 30,
2020. To secure the repayment of all amounts due under the terms of
the Secured Note, the Company intends to enter into a Security
Agreement, pursuant to which the Company will grant to Funding
Corp. a security interest in all assets of the Company, which
security interest will be subordinate to the security interest
granted to Petro Exploration Funding, LLC
(“Funding Corp.
I”) on June 13, 2017. The
Company expects the first interest payment under the terms of the
Secured Note will be due on June 1, 2018 and each six-month
anniversary thereafter until the outstanding principal balance of
the Secured Note is paid in full.
The
Warrant, when issued, will be exercisable immediately, for an
exercise price per share equal to $2.00 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. I and is anticipated to own a material interest in
Funding Corp. II.
Disclaimer
The foregoing descriptions of the Purchase Agreement, form of
Warrant, form of Security Agreement, form of Assignment and form of
Secured Note do not purport to be complete, and are qualified in
their entirety by reference to the full text of the Purchase
Agreement, form of Warrant, form of Security Agreement, form of
Assignment and form of Secured 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 8.01 Other
Events.
The
Company issued a press release on September 25, 2017 describing the
Company’s corporate activities and its development plans for
Osage County, Oklahoma and Kern County, California for the upcoming
year, and made available a corporate presentation providing a more
in-depth overview of the Company and its development projects. A
copy of the press release is attached hereto as Exhibit 99.1 and a
copy of the presentation is attached hereto as Exhibit 99.2, and
each are incorporated by reference herein.
Item 9.01 Financial
Statements and Exhibits.
See
Exhibit Index.
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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:
September 26, 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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EXHIBIT INDEX
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Exhibit
No.
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Description
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Securities
Purchase Agreement, by and between Petro River Oil Corp., Spyglass Energy Group, LLC,
and Petro Exploration Funding II, LLC, dated September 20,
2017.
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Form of
Warrant
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Form of
Security Agreement
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Form of
Assignment of Overriding Royalty Interests
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Form of
Secured Promissory Note
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Press
Release, dated September 25, 2017
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Corporate
Presentation, dated September 2017
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