Current Report Filing (8-k)
February 07 2018 - 11:03AM
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): February 1, 2018
CARBON NATURAL GAS COMPANY
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(Exact name of registrant as specified in charter)
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Delaware
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000-02040
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26-0818050
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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1700 Broadway, Suite 1170, Denver, Colorado
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80290
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(Address of principal executive offices)
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(Zip code)
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(720) 407-7043
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(Registrant's telephone number including area code)
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(Former Name or former address, if changed since last report)
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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 February 15,
2017, Carbon Natural Gas Company, a Delaware corporation (“
Carbon
” or the
“
Company
”), issued to an affiliate of the Company’s largest stockholders (the
“
Warrantholder
”), a warrant to purchase shares of the Company’s Common Stock at an exercise
price of $0.36 per share (the “
Warrant
”) (see the Company’s current report on Form 8-K filed
February 21, 2017). The exercise price was automatically adjusted to $7.20 per share due to the one for twenty reverse stock
split of the Company’s common stock which became effective on March 15, 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 California 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 California Company, LLC Class
A Units by the Warrantholder by (b) the adjusted exercise price.
On February 1, 2018,
the Company received notice of the Warrantholder’s exercise of the Warrant in full resulting in the Company’s obligation
to issue 1,527,778 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 California Company, LLC increased from zero to
11,000 or from 0% to 46.959% (which equates to a percentage interest of 38.594%). Carbon also holds all of the Class B Units reflecting
a percentage interest of 17.813% which means that as a result of the exercise of the Warrant, Carbon’s aggregate percentage
interest increased from 17.813% to 56.403%.
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.
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CARBON NATURAL GAS COMPANY
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February 7, 2018
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/s/ Patrick R. McDonald
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Patrick R. McDonald,
Chief Executive Officer
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2
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