Current Report Filing (8-k)
January 05 2017 - 3:59PM
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 30, 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
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(Commission
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(I.R.S. Employer
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of Incorporation)
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File Number)
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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
(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 3.02 Unregistered Sales of Equity Securities.
On December 29,
2016, Cardinal Energy Group, Inc. (the “Company”) filed a Form 8-K in which it reported, in part, that it had 95,429,557
shares of common stock issued and outstanding. On or about December 30, 2016, the Company issued to each of Meyers Associates,
L.P. (“Meyers”) and to Gregory R. Traina (“Traina”) 150,000,000 shares of its restricted common stock in
connection with placement agent and other services rendered to the Company, resulting in a total issuance of 300,000,000 shares
of restricted common stock.
The issuances of
the above shares were exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”)
pursuant to Section 4(a)(2) thereto not involving a public offering. Following the issuances and as of the date of this filing,
the Company has a total of 395,429,557 shares of common stock issued and outstanding.
ITEM 5.01 Changes in Control
of Registrant.
The
issuance of the 300,000,000 million shares of common stock described in Item 3.02 above results in Meyers and Traina, collectively
acquiring voting control of the Company, holding 59.36% of the voting power of all shares of capital stock outstanding. After the
issuance of the new 300,000,000 shares of common stock, the Company has 395,429,557 shares of common stock and 1,000,000 shares
of Series A Preferred Stock issued and outstanding, respectively. Each share of Series A Preferred Stock has voting rights equal
to 110 votes per share. As a result of the transaction, the total outstanding voting power of the Company is 505,429,557 shares,
with the new 300,000,000 shares of common stock representing 59.36% of the voting power of all shares of capital stock outstanding.
There
were no arrangements or understandings among members of both the former and new control persons and their associates with respect
to the election of directors or other matters.
As
required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to the Company, including any pledge by
any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change
in control of the Company.
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: January 5, 2017
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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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