ITEM 1.01 Entry Into A Material Definitive Agreement.
Securities Purchase Agreement
On February 1, 2017, Victory Energy Corporation (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with Visionary Private Equity Group I, LP, a Missouri limited partnership (the “Investor”), pursuant to which the Investor agreed to purchase a unit comprised of (i) $320,000 principal amount of 12% unsecured six-month promissory note with a maturity date of the earlier of six months from the date of the note or the date the Company consummates a material business combination transaction (the "Note"), and (ii) a common stock purchase warrant to purchase 5,203,252 shares of the Company’s common stock, par value $0.001 per shares (the “Common Stock”) at an exercise price of $0.0923 per share (the “Warrant” and together with the Note, the “Unit”). The sale by the Company to the Investor of the Unit, pursuant to the Securities Purchase Agreement is referred to herein as the “Private Placement.”
The Securities Purchase Agreement contains customary representations, warranties and covenants of the Company and the Investor, and contains customary closing conditions, including, without limitation, the receipt of all authorizations, consents and approvals and delivery of customary officer certificates.
The foregoing summary of the terms and conditions of the Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Registration Rights Agreement
On February 3, 2017, pursuant to the Securities Purchase Agreement and upon the closing of the Private Placement and the issuance of the Warrant (described in Item 3.02 below), the Company entered into a registration rights agreement with the Investor (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, the Company shall notify the Investor of any registration statement (other than a registration statement on Form S-4 or Form S-8 or on any successor forms thereto) filed by the Company with the Securities Exchange Commission (the “Commission”) pursuant to which the Company is registering shares of its Common Stock. If requested by the Investor, the Company shall, at the Company’s expense, register all or any portion of the shares of Common Stock then held by the Investor, including all shares of Common Stock issuable to the Investor upon the exercise, conversion or exchange of other securities held by the Investor (the “Shares”), concurrently with the registration of such other securities. If the managing underwriter of any such offering shall advise the Company that, in its opinion, the distribution of all or a portion of the Shares requested to be included in the registration concurrently with the securities being registered by the Company would adversely affect the distribution of such securities by the Company, then the Company will include in such registration first, the securities that the Company proposes to sell itself and second, the Shares requested to be included in such registration, to the extent permitted by the managing underwriter.
Until all the Shares have been sold under a registration statement or pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or other available exemption from Securities Act registration requirements, the Company shall use its reasonable commercial efforts to keep current in filing all reports, statements and other materials required to be filed with the Commission to permit the Investor to sell the Shares under Rule 144.
The Company has provided the Investor, and the Investor has provided the Company, customary indemnification rights in connection with the Registration Rights Agreement.
The foregoing summary of the terms and conditions of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.