Current Report Filing (8-k)
January 12 2018 - 5:01PM
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):
January 8, 2018
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
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
2500
City West, Suite 760
Houston,
Texas 77042
(Address
of principal executive offices and Zip Code)
Registrant's
telephone number, including area code:
(281) 918 4100
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.
☐ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR240.14d-2(b))
☐ Soliciting material pursuant to Rule 14a-12 under Exchange
Act (17 CFR240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR240.13e-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 (§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
January 8, 2018, GulfSlope Energy, Inc. (the “Company”) entered into a participation agreement (the “Agreement”)
with Delek GOM Investments, LLC, a subsidiary of Delek Group Ltd. (“Delek”), and Texas South Energy, Inc. (“Texas
South”) (collectively, the “Parties”) for the farm-out of the Company’s interests in its Gulf of Mexico
oil and gas leases (the “Farm-out”). The Agreement sets out the terms and conditions of the Parties participation
in the drilling of a multi-phase exploration program targeting the Company’s prospects (the “Prospects”) located
on the Company’s existing leases (the “Leases”).
Under
the terms of the Agreement, the Parties have committed to drill the Company’s “Canoe” and
“Tau” prospects (the “Initial Phase”) with Delek having the option to participate in two additional
two-well drilling phases and a final, three-well drilling phase (collectively, the “Phases”). In each Phase,
Delek will earn a 75% working interest upon paying 90% of the exploratory costs associated with drilling each exploratory
well. The Company will retain a 20% working interest while paying 8% of the exploratory costs associated with drilling each
well. In addition, Delek will pay the Company approximately $1.1 million in cash for each Prospect exploration plan filed
with BOEM and/or BSEE. Also, each Party will be responsible for its pro rata share (based on working interest) of delay
rentals associated with the Prospects. The Company will be the Operator during exploratory drilling of a Prospect, however,
subsequent to a commercial discovery, Delek will have the right to become the Operator. Delek will have the right to
terminate this Agreement at the conclusion of any drilling Phase. Delek will also have the option to purchase up to 5% of the
Company’s common stock, par value $0.001 per share (the “Common Stock”), upon fulfilling its obligation for
each Phase (maximum of 20% in the aggregate) at a price per share equal to a 10% discount to the 30-day weighted average
closing price for the Common Stock preceding the acquisition. This option will expire January 8, 2020. The foregoing
description of the Agreement does not purport to be a complete description of the terms, provisions and conditions of such
document, and represents only a summary of certain of the principal terms, provisions and conditions thereof.
The
Company will assign an eight-tenths of one percent of eight/eights net profits interest in certain of the Company’s
oil and gas leases to include Vermilion Area, South Addition 378, Ship Shoal Area, South Addition 336, and Ship Shoal Area,
South Addition 351, to Hi-View Investment Partners, LLC (“Hi-View”) in consideration for consulting services
provided pursuant to a non-exclusive consulting engagement dated October 25, 2017, by and between Hi-View, the Company, and
Texas South (the ”Advisory Agreement”). Hi-View will be entitled to additional assignments on the same terms
and conditions as described above related to any of the Leases whereby Delek elects to participate in drilling of an
exploratory well. In addition, the Company issued an aggregate of eighty million shares of Common Stock to Hi-View in
consideration for consulting services provided pursuant to the Advisory Agreement. In the event that Delek has not funded the
approximately one million one hundred thousand payment referenced above within six months of execution of this Agreement,
then the Common Stock will be returned by Hi-View to the Company.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth above in Item 1.01 is hereby incorporated by reference into this Item 3.02.
The
shares of Common Stock is being issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933.
Item
7.01 Regulation FD Disclosure.
On
January 8, 2018, the Company issued a press release announcing the entry into the agreements referred to above with Delek and
Texas South. A copy of the news release issued by the Company is attached hereto as Exhibit 99.1. The information in this Item
7.01 and Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to liabilities of that Section.
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
and Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in
this Current Report on Form 8-K that address activities, events or developments that the Company expects, believes or anticipates
will or may occur in the future are forward-looking statements. The Company’s estimates and forward-looking statements are
mainly based on its current expectations and estimates of future events and trends, which affect or may affect its businesses
and operations, or of preliminary results of past performance which are yet to be finalized. Although the Company believes that
these estimates and forward-looking statements are based upon reasonable assumptions, they are subject to several risks and uncertainties
and are made in light of information currently available to the Company. When used in this Current Report on Form 8-K, the words
“anticipate,” “believe,” “intend,” “expect,” “estimate,” “plan,”
“will” or other similar words are intended to identify forward-looking statements. Such statements are subject to
a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual
results to differ materially from those implied or expressed by the forward-looking statements. Further information on such assumptions,
risks and uncertainties is available in the Company’s other filings with the U.S. Securities and Exchange Commission. The
Company undertakes no obligation and does not intend to update or correct these forward-looking statements to reflect events or
circumstances occurring after the date of this Current Report on Form 8-K, except as required by applicable law. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Current Report on Form 8-K. All forward-looking statements are qualified in their entirety by this cautionary statement.
Item
9.01 Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
Date:
January 12, 2018
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GULFSLOPE ENERGY, INC.
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|
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By:
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/s/ John N. Seitz
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John N. Seitz, Chief Executive Officer
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Gulfslope Energy (CE) (USOTC:GSPE)
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