Current Report Filing (8-k)
November 08 2016 - 2:52PM
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: November 4, 2016
T-REX
OIL, INC.
(Exact
name of registrant as specified in its charter)
Colorado
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000-51425
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98-0422451
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification Number)
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520
Zang Street, Suite 250, Broomfield, CO 80021
(Address
of Principal Executive Offices) (Zip Code)
(720)
502-4483
Registrant’s
telephone number, including area code
(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 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))
SECTION
3 - SECURITIES AND TRADING MARKETS
Item
3.02 Unregistered Sales of Equity Securities.
On
November 3, 2016, T-Rex Oil, Inc. (“the Company”) in exchange for $300,000 cash issued a convertible promissory note.
The convertible promissory note has an interest rate of 12% per annum and a due date of January 31, 2017. The promissory note
is convertible into shares of the Company’s common stock at $0.80 per share. In addition, the Company issued the holder
of the promissory note 75,000 shares of its restricted common stock and agreed to transfer to the holder 50,000 warrants from
a warrant held by the Company which is exercisable for 1,056,000 shares of Nexfuels, Inc. at a price of $1.25 per share and an
expiration date of January 31, 2017.
The
above issuances by the Company of its unregistered securities were made by the Company in reliance upon Section 4(2) of the Securities
Act of 1933, as amended (the “1933 Act”). The party that purchased the unregistered securities was known to the Company
and its management, through pre-existing business relationships and as a long-standing business associate. The purchasers were
provided access to all material information, which they requested, and all information necessary to verify such information and
was afforded access to management of the Company about their purchase. The purchaser of the unregistered securities acquired such
security for investment and not with a view toward distribution, acknowledging such intent to the Company. The certificate or
agreement representing such securities that was issued contained a restrictive legend, prohibiting further transfer of the certificate
or agreement representing such security, without such security either being first registered or otherwise exempt from registration
in any further resale or disposition.
SECTION
8 – OTHER EVENTS
Item
8.01 Other Events.
Debt
Litigation
On
October 26, 2016, a former officer and director of the Company filed suit with the District Court, City and County of Denver for
payment of the $50,000 borrowed on January 14, 2016. The Company, in exchange for $50,000 issued a secured promissory note including
interest at the rate of 5% per annum with accrued and unpaid interest and principal due at September 30, 2016. The promissory
note is collateralized by certain oil and gas properties located in the State of Wyoming. The Holder had the right at any time
prior to payment of the promissory note to elect to convert all or any portion of the promissory notes, including accrued interest,
into common shares of the Company at a price determined by the average ten consecutive day trading closing price less 30%. The
Company, requested an extension of the due date of the promissory note. The Company at September 30, 2016 owes $50,000 on the
promissory note plus accrued interest of $1,779.
BMO
Holdings Litigation
On
October 31, 2016, BMO Holding, LLC (“BMO Holding”) filed suit against the Company in the Supreme Court of the State
of New York, New York County, alleging a breach of alleged contract resulting from certain business negotiations with the Company
revolving around the purchase of oil and gas properties in Wyoming by an affiliated entity of BMO Holding. The suit seeks the
fulfillment of the alleged contract and unspecified damages to be determined by jury.
We
have not accrued any liability because of the strength of our defenses and a range of possible loss, if any, cannot be determined
at this early stage of the litigation. Management believes there never was a contract and will defend this lawsuit vigorously,
but the outcome of this matter is inherently uncertain and may have a material adverse effect on our financial position, results
of operations and cash flows.
SIGNATURES
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.
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T-REX
OIL, INC.
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By:
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/s/
Donald Walford
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Donald
Walford, Chief Executive Officer
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Date:
November 8, 2016
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