Current Report Filing (8-k)
January 30 2017 - 3:23PM
Edgar (US Regulatory)
U.S.
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): January 25, 2017
CARDINAL
ENERGY GROUP, INC.
(Exact
Name of Registrant as Specified in Its Charter)
Nevada
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000-53923
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26-0703223
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(State
or Other Jurisdiction
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(Commission
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(I.R.S.
Employer
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of
Incorporation)
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File
Number)
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Identification
No.)
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500
Chestnut Street, Suite 1615
Abilene,
TX
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79602
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Company’s
telephone number, including area code: (
325)-762-2112
(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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ITEM
1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
January 24, 2017, the Company entered into a Settlement Agreement and Stipulation (“Agreement”) with Rockwell Capital
Partners, Inc., a Delaware corporation (“Rockwell”). Pursuant to the Agreement (attached hereto as Exhibit 10.1),
Rockwell acquired outstanding liabilities of the Company in the principal amount of not less than $158,419.46.
After
the execution of the Agreement, the Company and Rockwell submitted, pursuant to Section 3(a)(10) of the Securities Act of 1933
(“Act”), the terms and conditions of this Agreement to the Court (described below) for a hearing on the fairness of
such terms and conditions, including the exemption from registration related to the issuance of the Settlement Shares to Rockwell,
as defined under the Agreement.
On
January 25, 2017, the Circuit Court of the Twelfth Judicial Circuit of Florida (Manatee County) entered an Order (attached hereto
as Exhibit 10.2) finding that the Agreement is approved as fair to Rockwell, within the meaning of Section 3(a)(10) of the Act,
and that the sale of the shares to Rockwell and the resale of the shares by Rockwell will be exempt from registration under the
Act.
ITEM
3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
From
January 6, 2017 through January 26, 2017, the Company issued to Rockwell 251,008,000 shares of its common stock. The issuance
of these shares were exempt from the registration requirements of Section 5 of the Act pursuant to Section 3(a)(10) thereto in
accordance with the Court Orders in favor of Rockwell as reported in our Form 8-K filed December 19, 2016 and as filed herein.
ITEM
9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits
included are set forth in the Exhibit Index pursuant to Item 601of Regulation S-K.
SIGNATURE
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.
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CARDINAL ENERGY GROUP, INC.
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Dated:
January 30, 2017
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By:
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/s/
Timothy W. Crawford
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Timothy
W. Crawford, Chief Executive Officer
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EXHIBIT
INDEX
Number
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Description
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10.1
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Settlement
Agreement and Stipulation between the Company and Rockwell Capital Partners, Inc., dated January 24, 2017.
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10.2
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Order
Granting Approval of Settlement Agreement and Stipulation dated January 25, 2017.
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