Current Report Filing (8-k)
July 31 2020 - 5:03PM
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 27, 2020
GULFSLOPE ENERGY, INC.
(Exact name of registrant as specified in its
charter)
Delaware
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000-51638
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16-1689008
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employee
Identification No.)
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1331 Lamar St., Suite 1665
Houston, Texas 77010
(Address of principal executive offices) (Zip
Code)
Registrant’s telephone number, including
area code: (281) 918-4100
Not applicable
(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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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. ☐
Securities registered pursuant to Section 12(b) of the Act: None
Item 1.01 Entry into a Material Definitive
Agreement.
Modification of Terms of Outstanding Debentures
and Warrants
On July 27, 2020, GulfSlope
Energy, Inc. (“GulfSlope” of the “Company”) entered into an agreement with YA II PN, Ltd. (“YA II”),
holder of outstanding convertible debentures (the “Debentures”) issued by the Company in the original principal amount
of three million dollars ($3,000,000) that were scheduled to mature on August 21, 2020. Pursuant to the agreement, the Company
and YA II agreed that the Company would make the following cash payments upon the Debentures in full satisfaction of the Company’s
obligations thereunder:
$50,000 on the date of
the Agreement;
$700,000 on or before August
21, 2020;
$750,000 on or before September
30, 2020; and
Any remaining principal
amount outstanding on the Debentures on or before November 30, 2020.
At the date of the agreement,
the principal balance outstanding on the Debentures was $1,900,000, which amount may be reduced in the event that YA II elects
to convert principal prior to repayment. In connection with the agreement, YA II agreed not to convert more than $300,000 of principal
of the Debentures between the date of the agreement and November 30, 2020.
Upon the timely payment
by the Company of the amounts set forth above, all other amounts due on the Debentures, including any interest or fees accrued
or that will accrue or become due or payable on the Debentures, will be extinguished. The Company plans to use a portion of the
proceeds from the insurance settlement, discussed below, to pay YA II the amounts set forth above.
The Company further agreed
to reduce the exercise price on the warrants held by YA II representing the right to purchase an aggregate of 50,000,000 shares
of common stock of the Company from $0.04 per share to $0.02 per share in exchange for the elimination of anti-dilution provisions
contained in the warrants.
Item 8.01 Other Events
Settlement of Insurance Claims
Also on July 27, 2020,
the Company entered into a settlement with the underwriters of a well control events insurance policy covering certain claims associated
with the re-drilling of a well in the Company’s Tau Prospect by the Company during May 2019. In accordance with the settlement,
the Company will receive $6,575,000 on account of its 25% working interest in the well in exchange for a complete release of any
further liability under the insurance policy. The Company intends to apply the proceeds from the insurance settlement to pay amounts
due on the Debentures, to satisfy obligations to its vendors and for other general corporate purposes to include capital expenditures
associated with the Company’s drilling program.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934. All statements, other than statements of historical fact included in this communication,
regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans
and objectives of management are forward-looking statements. When used in this communication, the words “could,” “believe,”
“anticipate,” “intend,” “estimate,” “expect,” “project,” “forecast,
“may,” “objective,” “plan,” and similar expressions are intended to identify forward-looking
statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based
on our current expectations and assumptions about future events and are based on currently available information as to the outcome
and timing of future events.
We caution you that these
forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of
which are beyond our control. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability
of drilling and production equipment and services, environmental risks, drilling and other operating risks, regulatory changes,
the uncertainty inherent in estimating reserves and in projecting future rates of production, cash flow and access to capital,
the timing of development expenditures, anticipated impact of the COVID-19 outbreak, and other factors that may affect our future
results and business, generally, including those discussed in the Company’s periodic reports that are filed with the SEC
and available on the SEC’s website (http://www.sec.gov).
Should one or more of these
risks occur, or should underlying assumptions prove incorrect, our actual results and plans could differ materially from those
expressed in any forward-looking statements. All forward-looking statements, expressed or implied, are expressly qualified in their
entirety by this cautionary statement. This cautionary statement should also be considered in connection with any subsequent written
or oral forward-looking statements that we or persons acting on our behalf may issue. Except as otherwise required by applicable
law, we disclaim any duty to update any forward-looking statements, to reflect events or circumstances after the date of this communication.
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: July 31, 2020
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GULFSLOPE ENERGY, INC.
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/s/ John N. Seitz
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Name:
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John N. Seitz
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Title:
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Chief Executive Officer
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Gulfslope Energy (CE) (USOTC:GSPE)
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