Current Report Filing (8-k)
November 09 2022 - 4:08PM
Edgar (US Regulatory)
0001589361
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0001589361
2022-11-01
2022-11-01
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xbrli:shares
iso4217:USD
xbrli:shares
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): November 1, 2022
White
River Energy Corp
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-192060 |
|
45-3797537 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
609
W/ Dickson St., Suite 102 G
Fayetteville,
AR |
|
72701 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
(800)
203-5610 |
|
|
(Registrant’s
telephone number, including area code) |
|
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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01 Entry into a Material Definitive Agreement.
The
information contained below in Item 3.02 is hereby incorporated by reference into this Item1.01.
Item
3.02 Unregistered Sale of Equity Securities.
Between
November 1, 2022 and November 8, 2022, White River Energy Corp (the “Company”) entered into a Securities Purchase Agreement
(“SPA”) with accredited investors (“Purchasers”) whereby the Purchasers agreed to purchase a total of 31.809812
Units from the Company, with each Unit consisting of one share of a newly-designated Series C Convertible Preferred Stock (the “Series
C”) and five-year Warrants to purchase up to 200% of the shares of Common Stock issuable upon conversion of the Series C (the “Warrants”),
at a purchase price of $25,000 per Unit for a total purchase price of $795,245. These amounts are in addition to the $3,770,805 of Units
the Company previously agreed to sell as disclosed on the Company’s Current Report on Form 8-K filed on October 25, 2022 and October
31, 2022 (the “Prior 8-K’s”), which combines for a total subscription of $4,566,050, of which the Company has received
$4,531,050 as of the date of this Current Report on Form 8-K.
The
terms of the SPA, Series C and Warrants, and related Registration Rights Agreement were previously disclosed on the Prior 8-K’s.
The net proceeds from the offering, after offering expenses and related costs, will be used for working capital and general corporate
purposes including oil and gas drilling on the Company’s working interests in Louisiana and Mississippi.
The
offer and sale of the Units and the Series C and Warrants contained therein pursuant to the SPA was not registered under the Securities
Act of 1933 and was exempt from registration pursuant to Section 4(a)(2) thereof and Rule 506(b) promulgated thereunder.
The
foregoing description of the terms of the SPA, the Series C, the Warrants, the Registration Rights Agreement and the transactions contemplated
thereby does not purport to be complete and is qualified in its entirety by reference to the forms of the SPA, the Series C, the Warrants,
and the Registration Rights Agreement, copies of which are filed or incorporated by reference as Exhibits 10.1, 3.1, 10.2, and 10.3,
respectively, to the Form 8-K filed on October 25, 2022 and are incorporated herein by reference.
This
Current Report on Form 8-K shall not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the shares
in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
* |
Certain
schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the
Securities and Exchange Commission upon request. |
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.
|
White
River Energy Corp |
|
|
|
Date:
November 9, 2022 |
By: |
/s/
Jay Puchir |
|
Name:
|
Jay
Puchir |
|
Title: |
Chief
Executive Officer |
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