Current Report Filing (8-k)
July 09 2018 - 5:46PM
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): July 9, 2018
GRAN TIERRA ENERGY INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware
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001-34018
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98-0479924
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Suite 900, 520-3 Avenue SW
Calgary, Alberta, Canada
T2P 0R3
(Address of Principal Executive Offices)
(Zip Code)
(403) 265-3221
(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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¨
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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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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
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On July 9, 2018, Gran Tierra Energy Inc.
(“Gran Tierra”) filed a Certificate of Retirement with the Secretary of State of the State of Delaware to retire and
cancel one share of Special A Voting Stock, par value $0.001 per share (the “Special A Voting Stock”), and one share
of Special B Voting Stock, par value $0.001 per share (the “Special B Voting Stock”), in connection the redemption
by Gran Tierra of the one share of Special A Voting Stock and the one share of Special B Voting Stock in accordance with the provisions
of the Certificate of Incorporation of Gran Tierra (the “Certificate of Incorporation”). The Certificate of Incorporation
requires that any shares of Special A Voting Stock and Special B Voting Stock that are redeemed by Gran Tierra be retired and may
not be reissued.
Effective upon filing, the Certificate
of Retirement amended the Certificate of Incorporation to retire and cancel the one share of Special A Voting Stock and the one
share of Special B Voting Stock that were previously issued, and eliminate from the Certificate of Incorporation all reference
to the Special A Voting Stock and the Special B Voting Stock. The total number of authorized shares of the Company is now 595,000,000,
such shares consisting of 570,000,000 shares designated Common Stock, par value $0.001 per share, and 25,000,000 shares designated
Preferred Stock, par value $0.001 per share. A copy of the Certificate of Retirement is attached as Exhibit 3.1 hereto.
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Item 9.01
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Financial Statements and Exhibits.
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SIGNATURE
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
hereunto duly authorized.
Dated: July 9, 2018
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GRAN TIERRA ENERGY INC.
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By:
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/s/ Gary S. Guidry
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Name:
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Gary S. Guidry
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Title:
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President & Chief Executive Officer
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