Current Report Filing (8-k)
June 26 2019 - 6:08AM
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): June 19, 2019
FOOTHILLS
EXPLORATION, INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-55872
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27-3439423
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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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10940
Wilshire Blvd., 23
rd
Floor
Los
Angeles, CA 90024
(Address
of principal executive offices) (Zip Code)
(424)
901-6655
(Registrant’s
telephone number, including area code)
N/A
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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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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[ ]
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which
registered
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N/A
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N/A
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N/A
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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 [ ]
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
June 19, 2019, Foothills Exploration, Inc. (the “Company”), closed on a convertible loan transaction with an unaffiliated
lending entity (“Holder”) in the principal amount of $113,000 (the “Note”), before giving effect to certain
transactional costs including legal fees yielding a net of $113,000.
The
Holder is entitled, at its option, at any time after the 180
th
daily anniversary of the Note, to convert all or any
amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock (the “Common
Stock”) at a price (“Conversion Price”) for each share of Common Stock equal to 61% of the lowest trading price
of the Common Stock as reported on the National Quotations Bureau OTC Marketplace exchange which the Company’s shares are
traded or any exchange upon which the Common Stock may be traded in the future (“Exchange”), for the twenty (20) prior
trading days including the day upon which a Notice of Conversion is received by the Company or its transfer agent (provided such
Notice of Conversion is delivered by fax or other electronic method of communication to the Company or its transfer agent after
4 P.M. Eastern Standard or Daylight Savings Time if the Holder wishes to include the same day closing price).
Interest
on any unpaid principal balance of this Note shall be paid at the rate of 12% per annum. Interest shall be paid by the Company
in Common Stock (“Interest Shares”). Holder may, at any time, after the 180
th
daily anniversary of the
Note, send in a Notice of Conversion to the Company for Interest Shares based on the formula described above. The dollar amount
converted into Interest Shares shall be all or a portion of the accrued interest calculated on the unpaid principal balance of
this Note to the date of such notice.
The
maturity date for this Note is June 17, 2020 (“Maturity Date”), and is the date upon which the principal sum, as well
as any accrued and unpaid interest, shall be due and payable. This Note may be prepaid or assigned with the following penalties/premiums:
(i) during the initial 90 calendar day period after the issuance of the Note, by making a payment to the Holder of an amount in
cash equal to 125% multiplied by the principal, plus accrued interest; (ii) during the 91
st
through 150
th
calendar day period after the issuance of the Note, by making a payment to the Holder of an amount in cash equal to 140% multiplied
by principal, plus accrued interest; (iii) during the 151
st
through 180
th
calendar day period after the
issuance of the Note, by making a payment to the Holder of an amount in cash equal to 145% multiplied by principal, plus accrued
interest.
The
Company may not prepay any amount outstanding under this Note after the 180
th
calendar day after the issuance of the
Note. Any amount of principal or interest due pursuant to this Note, which is not paid by the Maturity Date, shall bear interest
at the rate of the lesser of (i) twenty-two percent (22%) per annum or (ii) the maximum amount permitted by law from the due date
thereof until the same is paid (“Default Interest”). Interest shall commence accruing on the date the Note is fully
paid and shall be computed on the basis of a 365-day year and the actual number of days elapsed. Net proceeds obtained in this
transaction will be used for general corporate and working capital purposes. No broker-dealer or placement agent was retained
or involved in this transaction.
The
transaction documents contain additional terms and provisions, representations and warranties, including further provisions covering
conversions of debt, remedies on default, venue, and governing law. The summary of the transactions described in this Form 8-K
is qualified in its entirety by reference to the forms of the Securities Purchase Agreement, and the Convertible Promissory Note,
which are filed as Exhibits 10.1 and 10.2 respectively, to this report.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
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.
Date:
June 25, 2019
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FOOTHILLS
EXPLORATION, INC.
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By:
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/s/
B. P. Allaire
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B.
P. Allaire
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Chief
Executive Officer
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Foothills Exploration (PK) (USOTC:FTXP)
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