Current Report Filing (8-k)
February 27 2019 - 04:02PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
February 25, 2019
PETRO RIVER OIL CORP.
(Exact name of Registrant as specified in its Charter)
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Delaware
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000-49760
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9800611188
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(State
or other jurisdiction
of
incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification
No.)
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55
5
th
Avenue, Suite 1702
New York, New York
10003
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(Address
of principal executive offices)
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(469)
828-3900
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(Registrant’s
Telephone Number)
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Not
Applicable
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(Former
name or address, if changed since last report)
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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):
☐
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
☐
Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR 240.12b-2)
☐
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
☐
Item 1.01 Entry into a Material Definitive Agreement
On February 25, 2019, Petro River Oil Corp. (the
“
Company
”) executed a Subscription Agreement, a copy
of which is attached hereto as Exhibit 10.1, pursuant to which the
Company purchased 145.454 membership units in Horizon Energy
Acquisition, LLC (“
Horizon
”), a recently formed company focused on oil
and gas exploration activities, for $400,000 (the
“
Acquisition of
Interest
”). In connection
with Acquisition of Interest, the Company also executed the Limited
Liability Company Agreement for Horizon (the
“
LLC
Agreement
”), a copy of
which is attached hereto as Exhibit 10.2, which provides the
Company with the right to appoint one Manager to Horizon’s
three-member Board of Managers. The Company appointed Mr. Cohen,
the Company’s Executive Chairman, to the Board of Managers.
Mr. Cohen purchased 36.363 membership units in Horizon in a
separate transaction.
The foregoing descriptions of the Subscription Agreement and LLC
Agreement do not purport to be complete, and are qualified in their
entirety by reference to the Subscription Agreement and LLC
Agreement attached hereto as Exhibit 10.1 and Exhibit 10.2,
respectively, each of which is incorporated by reference
herein.
Item 8.01 Other Events
As
a result of the Acquisition of Interest, the Company acquired an
additional 5.63% working interest in an international, offshore
exploration project in the North Sea. The Company already
indirectly held a 5.63% interest in the North Sea exploration
project through its investment in Horizon Energy Partners,
LLC.
On
February 27, 2019, the Company issued a press release announcing
the Acquisition of Interest and its increased interest in the North
Sea exploration project. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits
See
Exhibit Index.
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 hereunto duly authorized.
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PETRO RIVER OIL CORP.
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Date:
February 27, 2019
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By:
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/s/ Scot
Cohen
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Scot
Cohen
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Executive
Chairman
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EXHIBIT INDEX
Exhibit No.
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Description
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Subscription Agreement, dated February 25, 2019
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Horizon Energy Acquisition, LLC Limited Liability Company
Agreement
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Press Release, dated February 27, 2019
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