Current Report Filing (8-k)
April 25 2016 - 4:20PM
Edgar (US Regulatory)
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):
April 19, 2016
Lucas Energy, Inc.
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(Exact name of registrant as specified in its charter)
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Nevada
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001-32508
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20-2660243
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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450 Gears Road, Suite 780, Houston, Texas
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77067
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code (713) 528-1881
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:
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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))
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Item 1.01 Entry into a Material Definitive
Agreement.
First Amendment to Asset Purchase Agreement
On April 20, 2016, and
effective April 1, 2016, Lucas Energy, Inc. (the “
Company
”, “
we
” or “
us
”),
entered into a First Amendment to Asset Purchase Agreement (the “
First Amendment
”), with twenty-one separate
sellers and two other parties who became sellers as a result of the First Amendment (collectively, the “
Sellers
”)
and Segundo Resources, LLC, as a Seller and as a representative of the Sellers named therein (the “
Representative
”),
amending that certain Asset Purchase Agreement discussed and described in greater detail in our Form 8-K Current Report filed with
the Securities and Exchange Commission (“
SEC
”) on December 30, 2015 (the “
Asset Purchase Agreement
”).
Pursuant to the Asset Purchase Agreement we agreed to acquire certain assets from the Sellers in consideration for $31.35 million
of commercial bank debt; 552,000 shares of a to-be-designated form of redeemable convertible preferred stock (convertible into
3,941,280 shares of common stock); 13,009,664 shares of common stock; and $4,975,000 in cash, the closing of which transaction
is subject to various closing conditions and anticipated to close, subject to the satisfaction of such closing conditions, during
the first quarter of fiscal 2017 (the “
Asset Purchase
”).
Pursuant to the First
Amendment, the parties amended the terms of the Asset Purchase Agreement to among other things: (a) make the effective date of
the Asset Purchase April 1, 2016 (including the date that the Company will be due consideration for the production of hydrocarbons
in connection with the assets to be acquired); (b) remove the requirement that we register the primary issuance of the shares of
common stock and preferred stock issuable to the Sellers pursuant to the Asset Purchase Agreement prior to the closing of the Asset
Purchase (the “
Closing
”); (c) provide for the issuance of restricted shares of common and preferred stock to
the Sellers at Closing; (d) include representations of the Sellers sufficient to enable us to confirm that an exemption from registration
exists for the issuance of the common stock and preferred stock due to be issued at Closing; (e) require us to register the resale
of the common stock shares issuable at Closing, after Closing (we are required to file the registration statement registering such
shares no later than 30 days after Closing and obtain effectiveness thereof no later than 90 days after closing (135 days in the
event the SEC reviews such registration statement)); (f) adjust the number of shares of common and preferred stock we were allowed
to have outstanding immediately prior to Closing; (g) provide for the anticipated issuance of additional shares of common stock
in connection with the debt assumption contemplated at the Closing; (h) adjust the required timing for our appointment of three
director nominees to be nominated by the Sellers at the Closing to 10 days after the Closing date; (i) require us to indemnify
the Sellers against losses caused by misstatements in the registration statement unless such losses are caused by information supplied
by the Sellers, in which case the Sellers providing such information are required to indemnify us against such losses; (j) confirm
that certain recent transactions undertaken by the Company relating to the sale of securities (as previously disclosed by the Company
in its recent Current Reports on Form 8-K), are approved by the Sellers and that such transactions did not cause any breaches of
the terms of the Asset Purchase Agreement; (k) allow for certain additional issuances of common stock from time to time pursuant
to the terms of convertible securities sold by the Company prior to Closing; (l) allow the Sellers to sell certain property in
Glasscock County, Texas prior to Closing, subject to the pre-approval of such sale by the Company, and subject to such sale proceeds
being placed in escrow until the earlier of Closing (and thereafter released to the Company) or as mutually agreed by the Company
and the Seller Representative; and (m) remove certain closing conditions which have already been completed to date from the conditions
to Closing described in the Asset Purchase Agreement.
The foregoing description
of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, a
copy of which is attached as
Exhibit 2.2
to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02. Unregistered Sales of
Equity Securities.
Effective on April
19, 2016, the holder of our Series A Convertible Preferred Stock, agreed to convert all 500 shares of our outstanding Series
A Convertible Preferred Stock into 20,000 shares of our common stock (a conversion ratio of 40:1 as provided in the original
designation of the Series A Convertible Preferred Stock adjusted for the Company’s 1:25 reverse stock split effective
on July 25, 2015), which conversion was completed on April 25, 2016. We agreed to pay the holder $20,000 in connection with
and effective upon such conversion in order to comply with the terms of the Asset Purchase Agreement that no shares of Series
A Convertible Preferred Stock are outstanding at the closing. We claim an exemption from registration provided by
Section 3(a)(9) of the Securities Act of 1933, as amended, for such conversion and issuance, as the security was exchanged by
us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly
or indirectly for soliciting such exchange.
On April 21, 2016, Rockwell
Capital Partners, Inc., who was previously assigned $300,000 of convertible promissory notes by Silver Star Oil Company (“
Silver
Star
”) on February 2, 2016, converted $159,780 of the principal and interest due on such convertible notes into shares
of our common stock at a conversion price of $1.50 per share, for an aggregate of 106,520 shares. The convertible promissory notes
were originally acquired by Silver Star pursuant to that certain August 30, 2015, Non-Revolving Line of Credit Agreement, and such
convertible promissory notes are due and payable on October 1, 2016, accrue interest at the rate of 6% per annum (15% upon the
occurrence of an event of default), and allow the holder thereof the right to convert the principal and interest due thereunder
into common stock of the Company at a conversion price of $1.50 per share, provided that any conversion is subject to us first
receiving approval for the issuance of shares of our common stock under the convertible promissory notes and line of credit under
applicable NYSE MKT rules and regulations (“NYSE Approval”)(provided that we have received NYSE MKT approval for conversion
of a portion of such notes equal to 243,853 shares), and to the extent such conversion(s) (together with certain other shares aggregated
therewith in the determination of the NYSE MKT) would exceed 19.9% of our total shares of outstanding common stock on the date
of our entry into the line of credit (totaling 243,853 shares of common stock, of which the total amount of such shares have been
issued as of April 21, 2016), stockholder approval for such issuances. We claim an exemption from registration provided by Section
3(a)(9) of the Securities Act, as the security was exchanged by us with our existing security holder in a transaction where no
commission or other remuneration was paid or given directly or indirectly for soliciting such exchange.
Item 9.01. Financial Statements and
Exhibits.
Exhibit No.
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Description
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2.1
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Asset Purchase Agreement by and between Lucas Energy, Inc., as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated December 30, 2015+ (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Company with the SEC on December 31, 2015)
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2.2*
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First Amendment to Asset Purchase Agreement by and between Lucas Energy, Inc., as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated April 20, 2016 and effective April 1, 2016
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3.1*
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Form of Amended and Restated Certificate of Designation of Lucas Energy, Inc. Establishing the Designations, Preferences,
Limitations and Relative Rights of its Series B Redeemable Convertible Preferred Stock (1)
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* Filed herewith.
+
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or
exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company
may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule
or exhibit so furnished.
______________________
(1)
Included as Exhibit D to Exhibit 2.2.
SIGNATURE
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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LUCAS ENERGY, INC.
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By:
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/s/ Anthony C. Schnur
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Name: Anthony C. Schnur
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Title: Chief Executive Officer
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Date: April 25, 2016
EXHIBIT INDEX
Exhibit No.
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Description
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2.1
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Asset Purchase Agreement by and between Lucas Energy, Inc., as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated December 30, 2015+ (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by the Company with the SEC on December 31, 2015)
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2.2*
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First Amendment to Asset Purchase Agreement by and between Lucas Energy, Inc., as purchaser, Segundo Resources, LLC, as seller representative to the various sellers named therein, and the sellers named therein dated April 20, 2016 and effective April 1, 2016
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3.1*
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Form of Amended and Restated Certificate of Designation of Lucas Energy, Inc. Establishing the Designations, Preferences,
Limitations and Relative Rights of its Series B Redeemable Convertible Preferred Stock (1)
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* Filed herewith.
+
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or
exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that the Company
may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule
or exhibit so furnished.
______________________
(1)
Included as Exhibit D to Exhibit 2.2.
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