Current Report Filing (8-k)
December 19 2016 - 9:40AM
Edgar (US Regulatory)
U.S.
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):
December 1, 2016
CARDINAL
ENERGY GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-53923
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26-0703223
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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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500
Chestnut Street, Suite 1615
Abilene,
TX
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79602
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Company’s
telephone number, including area code: (
325)-762-2112
6037
Frantz Rd., Suite 103, Dublin, OH 43017
(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 (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))
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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
December 1, 2016, the Company entered into a Settlement Agreement and Stipulation (“Agreement”) with Rockwell Capital
Partners, Inc., a Delaware corporation (“Rockwell”) (see Exhibit 10.1). Under the Agreement, Rockwell acquired outstanding
liabilities of the Company in the principal amount of not less than $123,980.24 under the terms set forth in those certain Claim
Purchase Agreements set forth as listed in the Exhibits to the Complaint (see Exhibit 10.2).
After
the execution of the Agreement, the Company and Rockwell submitted, pursuant to Section 3(a)(10) of the Securities Act of 1933
(“Act”), the terms and conditions of this agreement to the Court for a hearing on the fairness of such terms and conditions,
and the issuance exempt from registration of the Settlement Shares, as defined under the Agreement. On December 2, 2016, the Circuit
Court of the Twelfth Judicial Circuit of Florida (Sarasota County) entered an order finding that the Agreement is approved as
fair to Rockwell, within the meaning of Section 3(a)(10) of the Act, and that the sale of the shares to Rockwell and the resale
of the shares by Rockwell will be exempt from registration under the Act.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits
included are set forth in the Exhibit Index pursuant to Item 601 of Regulation S-K.
SIGNATURE
Pursuant
to the requirements of Section 13 or 15(d) 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.
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CARDINAL
ENERGY GROUP, INC.
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Dated:
December 19, 2016
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By:
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/s/
Timothy W. Crawford
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Timothy
W. Crawford, Chief Executive Officer
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EXHIBIT
INDEX
Number
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Description
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10.1
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Settlement
Agreement and Stipulation between the Company and Rockwell Capital Partners, Inc., dated December 1, 2016 (filed herewith).
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10.2
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Claim
Purchase Agreements set forth as listed in the Exhibits to the Complaint between the Company and Rockwell Capital Partners,
Inc., dated December 1, 2016 (filed herewith).
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10.3
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Order
Granting Approval of Settlement Agreement and Stipulation dated December 2, 2016.
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