Current Report Filing (8-k)
November 07 2017 - 12:52PM
Edgar (US Regulatory)
UNITED
STATES
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): November 1, 2017
CARBON
NATURAL GAS COMPANY
|
(Exact
name of registrant as specified in charter)
|
Delaware
|
|
000-02040
|
|
26-0818050
|
(State
or Other Jurisdiction
of
Incorporation)
|
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification
No.)
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1700
Broadway, Suite 1170, Denver, Colorado
|
|
80290
|
(Address
of principal executive offices)
|
|
(Zip
code)
|
|
(720)
407-7043
|
|
|
(Registrant's
telephone number including area code)
|
|
|
|
|
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(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 13a of the Exchange Act. ☐
Item
3.02 – Unregistered Sales of Equity Securities
On
April 3, 2017, Carbon Natural Gas Company, a Delaware corporation (“
Carbon
” or the “
Company
”),
issued to an affiliate of the Company’s largest stockholders, a warrant to purchase shares of the Company’s Common
Stock at an exercise price of $7.20 per share (the “
Warrant
”) (see the Company’s current report
on Form 8-K filed April 4, 2017). Pursuant to the terms and conditions of the Warrant, the exercise price for the Warrant is payable
exclusively with Class A Units of Carbon Appalachian Company, LLC and the number of shares of the Company’s Common Stock
for which the Warrant is exercisable is determined, as of the time of exercise, by dividing (a) the aggregate unreturned
capital invested in Carbon Appalachian Company, LLC Class A Units by the Warrantholder plus an internal rate of return on such
capital by (b) the exercise price.
On
November 1, 2017, the Company received notice of the Warrantholder’s exercise of the Warrant in full resulting in the Company’s
obligation to issue 432,051 shares of its Common Stock to the Warrantholder in accordance with the terms of the Warrant. The shares
of Common Stock were issued pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended,
provided by Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder.
As
a result of the exercise of the Warrant, the Company’s ownership of Class A Units of Carbon Appalachian Company, LLC increased
from 6,865 to 9,805 or from 18.55% to 26.5%. After payout to the Class A Unitholders (which will occur once the Class A Units,
including the Company’s Class A Units, receive their unreturned capital plus a designated internal rate of return), Carbon’s
share of distributions attributable to its Class A, Class B and Class C Units will increase from its current 27.24% to 41.94%.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned, hereunto duly authorized.
|
CARBON
NATURAL GAS COMPANY
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November
7, 2017
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/s/
Patrick R. McDonald
|
|
Patrick
R. McDonald,
Chief
Executive Officer
|
3
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