Current Report Filing (8-k)
October 07 2016 - 3:57PM
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): October 7, 2016
ROYAL
ENERGY RESOURCES, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-52547
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11-3480036
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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 Number)
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56
Broad Street, Suite 2, Charleston, SC 29401
(Address
of principal executive offices) (Zip Code)
(843)
900-7693
(Registrant’s
telephone number, including area code)
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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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4c))
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Item
1.01 Entry into a Material Definitive Agreement
On
October 7, 2016, the Company entered into a Securities Purchase Agreement (the “
Purchase Agreement
”) with East
Hill Investments, Ltd. (the “
Purchaser
”), pursuant to which the Company offered to the Purchaser, in a registered
direct offering, an aggregate of 1,000,000 shares (the “
Shares
”) of common stock, par value $0.00001 per share
(“
Common Stock
”) at a negotiated purchase price of $4.25 per share, for aggregate gross proceeds to the Company
of $4,250,000, before other offering expenses payable by the Company.
Under
the Purchase Agreement, the Company has agreed to issue 50,000 Shares immediately in consideration of a promissory note (a “
Purchase
Note
”) of the Purchaser. The Purchase Note is payable fifteen calendar days after the date of issuance, and does not
bear interest prior to the maturity date. If the Purchase Note is not paid in full on the maturity date, the Purchase Note will
bear interest at 15% per annum. Until sixty days after the initial purchase, the Purchaser has the right to purchase additional
Shares under the Purchase Agreement, provided that: each purchase must be for no less than 20,000 Shares and no more than 50,000
Shares; and the Purchaser must not be obligated on a Purchase Note from a prior purchase. The Purchaser will purchase the balance
of any Shares which have not been purchased under the Purchase Agreement for cash sixty days after the initial purchase.
The
Shares are being offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was originally
filed with the Securities and Exchange Commission on August 9, 2016, and was declared effective on September 16, 2016 (File No.
333-213031) (the “
Registration Statement
”).
The
foregoing summary of the offering, the securities to be issued in connection therewith and the Purchase Agreement does not purport
to be complete and is qualified in its entirety by reference to the definitive transaction documents. A copy of the Purchase Agreement
is attached hereto as Exhibit 10.3 and is incorporated herein by reference.
Item
7.01 Regulation FD Disclosure
On
October 7, 2016, the Company issued a press release announcing the matters discussed in Item 1.01. A copy of the press release
is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.
In
accordance with General Instruction B.2 of Form 8-K, the information in this report, including Exhibit 99.1, shall not be deemed
“filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall such information, including Exhibit 99.1, be deemed incorporated by reference
in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference
in such filing.
Section
9 – Financial Statements and Exhibits
Item
9.01 Financial Statements and Exhibits.
(a)
Not applicable.
(b)
Not applicable.
(c)
Not applicable.
(d)
Exhibits.
Exhibit
No.
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Description
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5.1
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Opinion
of Davis Gillett Mottern & Sims, LLC
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10.1
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Securities
Purchase Agreement between Royal Energy Resources, Inc. and East Hill Investments, Ltd. Dated October 7, 2016
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23.1
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Consent
of Davis Gillett Mottern & Sims, LLC (included in Exhibit 5.1)
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99.1
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Press
Release dated October 7, 2016
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SIGNATURES
In
accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
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ROYAL
ENERGY RESOURCES, INC.
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Date:
October 7, 2016
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By:
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/s/
William L. Tuorto
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William
L. Tuorto, Chief Executive Officer
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