Current Report Filing (8-k)
August 03 2018 - 11:11AM
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 31, 2018
DEEP
WELL OIL & GAS, INC.
(Exact
name of registrant as specified in its charter)
NEVADA
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0-24012
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98-0501168
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(State
or other jurisdiction of
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(Commission
File Number)
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(IRS
Employer
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incorporation)
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Identification
No.)
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Suite
700, 10150 – 100 Street, Edmonton, Alberta, Canada
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T5J
0P6
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(780) 409-8144
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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☐
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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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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
þ
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
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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The
information set forth in Item 5.07 below is incorporated by reference to this Item 5.02.
Item
5.07
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Submission
of Matters to a Vote of Security Holders.
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On
July 31, 2018, the stockholders of more than 52.9% of the issued and outstanding shares of common stock of Deep Well Oil &
Gas, Inc. (the “Corporation”), executed a written consent (attached hereto as Exhibit 99.1) in lieu of a meeting of
the stockholders of the Corporation pursuant to which the following actions were approved and ratified to be effective September
25, 2018:
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1)
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a
majority of stockholders re-elected all of the directors of the Corporation;
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2)
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a
majority of stockholders ratified and approved the appointment of Turner, Stone &
Company LLP to serve as the Corporation’s independent registered public accounting
firm for the prior fiscal years ended September 30, 2015, September 30, 2016 and September
30, 2017;
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3)
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a
majority of stockholders ratified and approved the appointment of Turner, Stone &
Company LLP to serve as the Corporation’s independent registered public accounting
firm for the fiscal year ending September 30, 2018; and
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4)
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a
majority of stockholders non-binding advisory basis approved the compensation of the
Corporation’s named executive officers.
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The
above actions of the Corporation will be effective 40 calendar days after the distribution by the Corporation of its Schedule
14C Definitive Information Statement with respect to such written consent in lieu of a meeting of stockholders (the “Information
Statement”). The Information Statement will be mailed on or about August 15, 2018 to the Corporation’s stockholders
of record as of July 31, 2018.
Nevada
Revised Statute Section 78.390 allows the Corporation to take any action that could be taken under the provision of Nevada law
at any meeting of stockholders to be taken without a meeting if authorized by a written resolution signed by the holders of a
majority of the voting power of the issued and outstanding shares of the Corporation’s capital stock.
Item
9.01
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Financial
Statements and Exhibits.
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(a)
Financial Statements
Not
Applicable.
(d)
Exhibits to subject matter reported on this Form 8-K
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 hereto duly authorized.
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DEEP WELL OIL & GAS, INC.
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Date: August 3, 2018
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By:
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/s/ Curtis J. Sparrow
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Mr. Curtis J. Sparrow, P.Eng., MBA
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Chief Financial Officer and Corporate Secretary
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