Current Report Filing (8-k)

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

October 27, 2016

(Date of earliest event reported)

Legend Oil and Gas, Ltd.

(Exact Name of Registrant as Specified in Charter)

Colorado

(State or Other Jurisdiction of Incorporation)

000-49752

(Commission File Number)

84-1570556

(IRS Employer Identification No.)

555 Northpoint Center East, Suite 400 Alpharetta, GA

(Address of Principal Executive Offices)

30022

Zip Code

(678) 366-4587

(Registrant’s telephone number, including area code)

______________________________________________

(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 (see General Instruction A.2. below):

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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))

Item 1.01 Entry into a Material Definitive Agreement

The disclosure below under Item 3.02 is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

The information provided in Item 1.01 of this Current Report on Form 8-K with respect to the issuance and the terms of the Debentures described below is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sale of Equity Securities

Lorton Transaction

As previously reported in a Current Report on Form 8-K filed on October 6, 2016, o n September 30, 2016, the Company entered into a Securities Purchase Agreement with Lorton Finance Company (“ Lorton ”), an affiliate of Hillair Capital Investments, LP, the Company’s controlling shareholder, pursuant to which it issued a Senior Secured Debenture Due September 30, 2019 (the “ Debenture ”) to Lorton in the aggregate amount of $1,150,000, payable in full on September 30, 2019. The Debenture bears interest at the rate of 20% per annum, payable monthly beginning March 31, 2017. Beginning September 30, 2017, the Company is obligated to make monthly principal payments of $47,916.67. The repayment of the Debenture is secured by titles to 19 trucks owned by subsidiaries of the Company.

On October 27, 2017, pursuant to the mutual agreement of Lorton and the Company, Lorton purchased an additional $300,000 in principal amount of the Debentures. Such additional Debenture (i) bears interest at the same rate and payable on the same dates as the initial Debenture, (ii) has a first priority security interest in the assets being acquired in connection with such additional purchase, and (iii) has principal amortization in the same manner and on the same dates as principal is amortized under the initial Debenture, and is otherwise in substantially the form of the initial Debenture.

In connection with such additional purchase, the Company will issue Lorton approximately fifteen (15) shares of its Series B Convertible Preferred Stock.

Hillair

On October 31, 2016, the Company entered into a Securities Purchase Agreement with Hillair Capital Investments, L.P. (“ Purchaser ”) pursuant to which it issued an Original Issue Discount Senior Convertible Debenture (the “ Debenture ”) to the Purchaser in the aggregate amount of $440,000, payable in full on March 1, 2018. The Debenture is convertible into up to 14,666,667 shares of Common Stock at a conversion price of $.03 per share. The repayment of the Debenture is unsecured.

After taking into account the original issue discount and legal and diligence fees of $10,000 reimbursed to the Purchaser, the net proceeds received by the Company was $390,000.

These transactions are exempt from registration subject to Section 4(2) of the Securities Act of 1933, as amended (the “ Securities Act ”).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibits

4.1	Senior Secured Debenture Due September 30, 2019 to Lorton.

4.2	Original Issue Discount Senior Convertible Debenture Due March 1, 2018 to Hillair

10.1	Addendum to Securities Purchase Agreement dated September 30, 2016 with Lorton.

10.2	Securities Purchase Agreement dated October 31, 2016 with Hillair.

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 thereunto duly authorized.