Current Report Filing (8-k)
March 23 2018 - 5:04PM
Edgar (US Regulatory)
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): March 19, 2018
Delta
International Oil & Gas Inc.
(Exact
name of registrant as specified in charter)
Delaware
|
|
000-30563
|
(State
or other jurisdiction of incorporation)
|
|
(Commission
File Number)
|
|
|
|
9615
E. County Line Rd, STE B552, Centennial CO
|
|
80112
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
Registrant's
telephone number, including area code: (720) 573-0102
(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):
☐ 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 (§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
March 19, 2018, the Company entered into a Securities Exchange Agreement, dated as of March 14, 2018 (the “Agreement”),
with American Green, Inc., a Wyoming corporation (“American Green”), and Nipton, Inc., a California corporation, a
wholly-owned subsidiary of American Green. The Agreement provides for the acquisition by the Company of 100% of the issued and
outstanding equity securities of Nipton, Inc. from American Green (the “Nipton Acquisition”) in exchange for shares
of the Company’s Series A Convertible Preferred Stock that are convertible into 160,000,000 shares of Delta common stock.
Following the closing of the Nipton Acquisition, expected to take place in the next several weeks, Nipton, Inc. would become a
wholly-owned subsidiary of the Company, with American Green, the former stockholder of Nipton, Inc., owning a controlling interest
of approximately 82% of the outstanding shares of common stock of Delta.
Item
9.01 Financial Statements and Exhibits.
SIGNATURE
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.
Dated:
March 22, 2018
|
DELTA
INTERNATIONAL OIL & GAS INC.
|
|
|
|
|
By:
|
/s/
Santiago Peralta
|
|
|
Santiago
Peralta, Interim CEO
|
Page 2
of 2