UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

CURRENT REPORT

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

 

Date of Report (Date of earliest event reported)

 

(Exact name of registrant as specified in its charter)

 

 

Registrant's telephone number, including area code

(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:

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 1.01 Entry into a Material Definitive Agreement.

On December 4, 2013 Hydrocarb Energy Corporation (the “Company”) sold 619,960 shares of unregistered and restricted shares of the Company’s common stock to SMDRE, LLC, an unrelated entity, in consideration for a $1,859,879 non-interest bearing note.  The 619,960 shares (the “Shares”) were previously issued by the Company to Hydrocarb Corporation (“HCN”) to settle liabilities due from the Company to HCN related to a September 2012 Consulting Services Agreement with HCN, entered into in conjunction with the acquisition of Namibia Exploration, Inc. (“NEI”).  SMDRE, LLC agreed to pay the note as follows:

1)

100% of the proceeds payable from the sale of all or part of the Shares to a third party shall be payable to the Company;

2)

within sixty days of the six month anniversary of the December 4, 2013 stock sale (August 3, 3014) or within sixty days from the date that the shares become unrestricted (whichever is first); and

3)

100% of any remaining balance due within 90 days of the Company being listed on a major stock exchange if the share price of the Company’s common stock is above $6.00 per share.

On August 8, 2014 and effective August 4, 2014, the Company and SMDRE, LLC entered into an amendment to the note, whereby SMDRE, LLC agreed to pay us a $50,000 extension fee (bringing the total balance of the note to $1,909,879) and we agreed to modify the repayment terms of the note so that $750,000 would be due and payable by December 31, 2014 and $1,159,879 would be due and payable by March 31, 2015, provided that notwithstanding the due dates above the note shall be paid in full within  sixty days of the date the Company obtains a listing of its common stock on the NYSE MKT or NASDAQ trading market.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective on August 8, 2014, Pasquale V. Scaturro resigned as the Chief Executive Officer of Hydrocarb Energy Corporation (the “Company”), provided that on the same date Mr. Scaturro entered into a consulting agreement with the Company and agreed to provide the Company Geological and Geophysical consulting pertaining to the Company’s oil and gas concession in Namibia.

Effective immediately upon Mr. Scaturro’s resignation, Kent P. Watts, the Company’s Executive Chairman, assumed the duties of and title as Chief Executive Officer of the Company.

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Item 9.01 Financial Statements and Exhibits.

 

* Filed herewith.

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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EXHIBIT INDEX

Exhibit 10.1

SALES AGREEMENT

AND NOTE

December 4, 2013

 

WHEREAS, Hydrocarb Corporation, a Nevada Corporation (herein referred to as the “Seller”) is the owner of 1,859,879 unregistered and restricted common stock shares of Duma Energy Corporation (OTCBB:DUMA), (herein referred to as the “Stock”); and SMDRE, LLC (herein referred to as the “Buyer”) a limited liability company in Texas with federal  EIN# 37-1744152; and

WHEREAS Seller wishes to sell and Buyer wishes to buy the Stock, and

SO NOW THEREFORE, as of the date above first written and as acceptable sole consideration for the purchase of the Stock. Buyer hereby promises to pay $1,859,879 in total to Seller under the following terms:

1.

100% of the proceeds ($1 per share for shares sold) payable within one week upon the sale of all or part of the Stock by Buyer to any third party whereby Buyer will immediately notify Seller of such complete or partial sale as such sale or sales may occur; and/or

2.

The full $1,859,879 payable within 60 days of the sixth month anniversary of this sale or from the date that these shares become unrestricted (whichever comes first) and can be deposited into a free trading stock account; and/or

3

100% of any remaining balance will be due within 90 days of Duma Energy Corporation being listed on a major stock exchange such as the New York Stock Exchange (NYSE) and wherein the share price is above $2 per share.

Exhibit 10.2

AMENDMENT TO NOTE PAYABLE TERMS

August 8, 2014

THIS AGREEMENT (the “Agreement”) is made effective as of August 4, 2014, by and between Hydrocarb Energy Corporation (HECC), a Nevada corporation with corporate office located at 800 Gessner, Suite 375, Houston, Texas 77024 (the “Company”), and SMDRE LLC (“SMDRE”), a Texas Limited Liability Company, together referred to hereafter as the “Parties”.

Whereas, SMDRE has an outstanding Note Payable to the Company for $1,859,879 that became due on August 4, 2014; and whereas such note is unsecured and the board of directors of the Company have directed the Executive Chairman to negotiate an extension for the note to be paid giving the company a better chance to collect the note; and

Based also on an extension request letter from SMDRE, the terms of the outstanding Note Payable are hereby amended to be:

 

New Due Dates:

$   750,000 due by December 31, 2014

$1,159,879 due by March 31, 2015

Other Terms:

Should an up listing happen prior to the above due dates, all sums are due 60 days after an up listing to either the NYSE MKT or the NASDAQ stock exchanges.

As evidenced by the signatures hereunder the parties agree.

 

SMDRE LLC	Hydrocarb Energy Corporation
Clifton E. Stanley	Kent P. Watts
Managing Member	Executive Chairman