As
filed with the Securities and Exchange Commission on March 27, 2020
Registration
No. 333-233021
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
Post-Effective
Amendment No. 2
to
FORM S-1
REGISTRATION
STATEMENT
UNDER THE SECURITIES ACT OF 1933
|
GULFSLOPE
ENERGY, INC.
(Exact
name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation or organization)
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1311
(Primary Standard Industrial
Classification Code Number)
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16-1689008
(I. R. S. Employer
Identification Number)
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1331
Lamar St., Suite 1665
Houston, Texas 77010
(281) 918-4100
(Address, including
zip code, and telephone number, including area code, of registrant’s principal
executive offices)
|
John
N. Seitz
Chief Executive Officer
1331 Lamar St., Suite 1665
Houston, Texas
77010
(281) 918-4100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
|
With
copy to:
William
T. Heller IV, Esq.
Joseph M. Magro, Esq.
Mayer Brown LLP
700 Louisiana Street, Suite 3400
Houston, TX 77002-2730
Tel: (713) 238-2684
Fax: (713) 238-4618
Approximate
date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, as amended (the “Securities Act”), check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the
same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer
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☐
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Accelerated
filer
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☐
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Non-accelerated
filer
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☐
(Do not check if a smaller reporting company)
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Smaller
reporting company
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☒
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Emerging
growth company
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☐
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THE
REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE
ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
EXPLANATORY
NOTE
GulfSlope
Energy, Inc. (the “Company,” “we,” or “us”) filed a Registration Statement on Form S-1 (File
No. 333-233021) (the “Registration Statement”) with the Securities and Exchange Commission (“SEC”) on
August 5, 2019, which was amended on October 18, 2019. The Registration Statement was declared effective on November 4, 2019.
The
Company is submitting this Post-Effective Amendment No. 2 (this “Amendment”) to the Registration Statement solely
for the purpose of providing information from its Annual Report on Form 10-K for the fiscal year ended September 30, 2019 that
it filed with the SEC on December 30, 2019 and its Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 that
it filed with the SEC on February 14, 2020 and incorporating by reference its Current Report on Form 8-K that it filed with the
SEC on October 28, 2019 and its Current Report on Form 8-K that it filed with the SEC on November 6, 2019.
The
information included in this filing updates and supplements this Registration Statement and the prospectus contained therein.
No changes other than those set forth below under the headings “Incorporation by Reference of Certain Documents” and
“Experts” have been made to the prospectus contained in the Registration Statement (which prospectus continues to
form a part of this Registration Statement) and, accordingly, the remainder of the prospectus has not been reprinted in this filing.
No additional securities are being registered under this Amendment. All applicable registration fees were paid at the time of
the original filing of the Registration Statement.
The
information in this prospectus supplement is not complete and may be changed. This prospectus supplement is not an offer to sell
these securities and it is not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
Filed
Pursuant to Rule 424(b)(3)
File
No. 333-233021
PROSPECTUS
SUPPLEMENT (Subject to Completion), dated March 27, 2020
GULFSLOPE
ENERGY, INC.
444,095,238
Shares of Common Stock
This
prospectus relates to the sale of up to 444,095,238 shares of our common stock which may be resold from time to time by the selling
security holders identified in this prospectus. The selling security holders acquired the shares of common stock offered by this
prospectus in a series of transactions beginning in March 2019. We are registering the offer and sale of the shares of common
stock to satisfy registration rights we have granted. See “Selling Security Holders” beginning on page 18 of the prospectus
for a complete description of the selling security holders.
The
selling security holders will receive all proceeds from the sale of our common stock, and therefore we will not receive any of
the proceeds from their sale of shares of our common stock. The shares which may be resold by the selling security holders constituted
approximately 41% of our issued and outstanding common stock on the date of this prospectus.
The
market for the common stock is limited, sporadic and volatile. The selling security holders are offering these shares of common
stock. The selling security holders may sell all or a portion of these shares from time to time in market transactions through
any market on which our common stock is then traded, in negotiated transactions or otherwise, and at prices and on terms that
will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may
act as agent or as principal or by a combination of such methods of sale. The selling security holders will receive all proceeds
from the sale of the common stock. For additional information on the methods of sale, you should refer to the section entitled
“Plan of Distribution.”
Our
common stock is quoted on both the OTC Bulletin Board (“OTCBB”) and the OTCQB quotation systems under the symbol “GSPE.”
The last bid price of our common stock on March 26, 2020 was $0.0100 per share.
This
investment involves a high degree of risk. You should purchase shares only if you can afford a complete loss of your investment.
You should read this prospectus in its entirety and carefully consider the risk factors beginning on page 7 of the prospectus
and the financial data and related notes incorporated by reference before deciding to invest in the shares
Recent
Developments
We have incorporated
by reference into this prospectus supplement our Annual Report on Form 10-K for the fiscal year ended September 30, 2019 that
we filed with the SEC on December 30, 2019, our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 that we
filed with the SEC on February 14, 2020, our Current Report on Form 8-K that we filed with the SEC on October 28, 2019 and our
Current Report on Form 8-K that we filed with the SEC on November 6, 2019. We are also updating certain information set forth
below under the heading “Experts.”
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is March 27, 2020.
INCORPORATION
BY REFERENCE OF CERTAIN DOCUMENTS
The
SEC allows us to incorporate by reference much of the information we file with the SEC, which means that we can disclose important
information to you by referring you to those publicly available documents. The information that we incorporate by reference in
this prospectus supplement is considered to be part of this prospectus supplement. We are incorporating by reference into this
prospectus supplement the documents listed below (except for the information furnished under Items 2.02 or 7.01 of a Current Report
on Form 8-K and the exhibits furnished thereto):
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●
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Our
Annual Report on Form 10-K for the fiscal year ended September 30, 2019 that we filed with the SEC on December 30, 2019; and
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●
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Our
Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 that we filed with the SEC on February 14, 2020;
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●
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Our
Current Report on Form 8-K that we filed with the SEC on October 28, 2019; and
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●
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Our
Current Report on Form 8-K that we filed with the SEC on November 6, 2019.
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You
may request a copy of these documents, orally or in writing, which will be provided to you at no cost, by contacting:
GulfSlope
Energy, Inc.
1331
Lamar Street, Suite 1665
Houston,
Texas
Attention:
Secretary
We
post on our public website (http://www.gulfslope.com) our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current
Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange
Act of 1934, as amended, as soon as reasonably practicable after we electronically file such material with, or furnish it to,
the SEC. Our website and the information contained on that site, or connected to that site, are not incorporated into and are
not a part of this prospectus supplement.
You
can find, copy and inspect information we file at the SEC’s public reference room, which is located at 100 F Street, N.E.,
Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for more information about the operation of the SEC’s public
reference room. You can also review our electronically filed reports and other information that we file with the SEC on the SEC’s
web site at http://www.sec.gov.
Any
statement contained in a document incorporated or deemed to be incorporated by reference into this prospectus supplement will
be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in
this prospectus supplement or any other subsequently filed document that is deemed to be incorporated by reference into this prospectus
supplement modifies or supersedes the statement. Any statement so modified or superseded will not be deemed, except as so modified
or superseded, to constitute a part of this prospectus supplement.
You
should rely only on the information contained in this prospectus supplement and the prospectus (and any amendments or supplements
thereto) or information to which we have referred you. We have not authorized any person to provide you with different information
or to make any representation not contained in this prospectus supplement and the prospectus (and any amendments or supplements
thereto).
EXPERTS
Pannell
Kerr Forster of Texas, P.C., an independent registered public accounting firm, has audited our consolidated financial statements
included in our Annual Report on Form 10-K for the year ended September 30, 2019, as set forth in their report, which is incorporated
by reference in the prospectus and elsewhere in the Registration Statement. Our consolidated financial statements are incorporated
by reference in reliance on Pannell Kerr Forster of Texas, P.C.’s report, given on their authority as experts in accounting
and auditing.
The financial statements as of September 30, 2018 and for the year then ended incorporated by reference in this Prospectus
and in the Registration Statement have been so incorporated in reliance on the report of BDO USA, LLP, an independent registered
public accounting firm (the report on the financial statements contains an explanatory paragraph regarding the Company’s
ability to continue as a going concern), incorporated herein by reference, given on the authority of said firm as experts
in auditing and accounting.
Part
II
Information
not required in prospectus
ITEM
13.
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Other Expenses of Issuance and Distribution.
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The
following table sets forth the estimated expenses to be incurred in connection with the distribution of the securities being registered.
The expenses shall be paid by the Company.
SEC
registration fees*
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$
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1,000
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Legal
fees*
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$
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66,000
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Accounting
fees*
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$
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62,000
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EDGAR/financial
printing*
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$
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5,000
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Misc.*
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$
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10,000
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Total
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$
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144,000
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*Estimated
ITEM
14.
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Indemnification of directors and officers.
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Section
145 of the DGCL permits a corporation to indemnify any person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason
of the fact that he is or was a director, officer, employee or agent of the corporation or is or was serving at the request of
the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action.
In
an action brought to obtain a judgment in the corporation’s favor, whether by the corporation itself or derivatively by
a stockholder, the corporation may only indemnify for expenses, including attorneys’ fees, actually and reasonably incurred
in connection with the defense or settlement of such action, and the corporation may not indemnify for amounts paid in satisfaction
of a judgment or in settlement of the claim. In any such action, no indemnification may be paid in respect of any claim, issue
or matter as to which such person shall have been adjudged liable to the corporation except as otherwise approved by the Delaware
Court of Chancery or the court in which the claim was brought. In any other type of proceeding, the indemnification may extend
to judgments, fines and amounts paid in settlement, actually and reasonably incurred in connection with such other proceeding,
as well as to expenses (including attorneys’ fees).
The
statute does not permit indemnification unless the person seeking indemnification has acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the corporation and, in the case of criminal actions or proceedings,
the person had no reasonable cause to believe his conduct was unlawful. There are additional limitations applicable to criminal
actions and to actions brought by or in the name of the corporation. The determination as to whether a person seeking indemnification
has met the required standard of conduct is to be made (i) by a majority vote of a quorum of disinterested members of the board
of directors, (ii) by independent legal counsel in a written opinion, if such a quorum does not exist or if the disinterested
directors so direct, or (iii) by the stockholders.
As
permitted by the DGCL, In accordance with Section 102(b)(7) of the DGCL, our Certificate of Incorporation eliminates the personal
liability of directors to us and to our stockholders for monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director’s duty of loyalty to us or our stockholders, (ii) for acts or omissions which
involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the DGCL or (iv) for any transaction
from which the director derived an improper personal benefit. Our Certificate of Incorporation further provides that, if the DGCL
is amended after the effective date of our Certificate of Incorporation to authorize corporate action further eliminating or limiting
the personal liability of directors, then the liability of our directors will be eliminated or limited to the fullest extent permitted
by the DGCL, as so amended.
Our
Certificate of Incorporation and Bylaws contains provisions that provide for indemnification of officers and directors to the
full extent permitted by, and in the manner permissible under Delaware law. Delaware law empowers a Delaware corporation to indemnify
any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation) by reason
of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust
or other enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such
person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct
was unlawful. A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action
by or in the right of a corporation under the same conditions against expenses (including attorneys’ fees) actually and
reasonably incurred by the person in connection with the defense and settlement of such action or suit, except that no indemnification
is permitted without judicial approval if the person to be indemnified has been adjudged to be liable to the corporation.
The
Company has entered into Indemnification Agreements with Mr. Seitz, a director and executive officer, Mr. Langdon, a director,
Mr. Morris, a director and Mr. Malanga, an executive officer. Pursuant to the Indemnification Agreements, the Company agrees to
indemnify each director or officer against any and all expenses to the fullest extent permitted by the law and the Company’s
Certificate of Incorporation if such director or officer was, is, becomes or is threatened to be made a party to or witness or
other participant in a claim by reason of (or arising in part out of) the director or officer’s service as a director, officer,
partner, employee, trustee, agent or fiduciary of the Company or any of its subsidiaries or the director or officer’s service
at the request of the Company in any such capacity with any other enterprise. The Indemnification Agreement also provides for,
among other things, the advancement of expenses relating to the indemnification obligations, subject to reimbursement in the event
the individual is not entitled to indemnification under applicable law and the Company’s Certificate of Incorporation.
ITEM
15.
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Recent
Sales of Unregistered Securities.
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As
previously reported in the Company’s Report on Form 8-K, on June 21, 2019 the Company entered into a SPA with Buyer. Under
the terms of the SPA, the Company will issue and sell to Buyer up to an aggregate of $3 million of Convertible Debentures, which
shall be convertible into Conversion Shares, of which $2.1 million were purchased upon the First Closing, $400,000 were purchased
upon the Second Closing, and $500,000 was purchased on or about the date this registration statement was first declared
effective by the SEC. In addition, at the First Closing, the Company issued to Buyer Warrants to purchase an aggregate of 50.0
million Warrant Shares of the Company’s common stock at an exercise price of $0.04 per share. Such Warrants will expire
on the fifth (5th) anniversary after issuance.
The
offer and sale of the securities described above were made without registration under the Securities Act, and the applicable securities
laws of certain states, in reliance upon exemptions provided by Section 4(a)(2) and Regulation D under the Securities Act and
in reliance upon similar exemptions under applicable state laws with regard to the offer and sale of securities that are made
solely to “accredited investors,” as that term is defined under Rule 501(a) of Regulation D, and do not involve any
general solicitation.
ITEM
16.
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Exhibits
and Financial Statement Schedules.
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The
exhibits to the registration statement are listed in the Exhibit Index attached hereto and incorporated by reference herein.
The
undersigned registrant hereby undertakes:
1.
To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
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(i)
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To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
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(ii)
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To
reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;
and
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(iii)
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To
include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement
or any material change to such information in the Registration Statement;
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2.
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
3.
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
4.
For determining liability of the undersigned registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this Registration Statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
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(i)
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Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
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(ii)
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Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
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(iii)
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The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
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(iv)
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Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
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Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable.
In
the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
Each
prospectus filed pursuant to Rule 424(b) as part of a Registration Statement relating to an offering, other than Registration
Statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the Registration Statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a Registration Statement or prospectus that is part of the Registration Statement or made in a document incorporated or deemed
incorporated by reference into the Registration Statement or prospectus that is part of the Registration Statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the Registration
Statement or prospectus that was part of the Registration Statement or made in any such document immediately prior to such date
of first use.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the registrant has duly caused this Post-Effective Amendment No. 2 to the Registration
Statement to be signed on its behalf by the undersigned, in the City of Houston, State of Texas, on March 27, 2020.
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GULFSLOPE
ENERGY, INC.
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By:
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/S/
John N. Seitz
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John
N. Seitz
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Chief
Executive Officer
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Pursuant to the requirements
of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by
the following persons in the capacities indicated below on March 12, 2020.
Signature
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Title
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Date
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/s/
John N. Seitz
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Chief
Executive Officer and Chairman
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March
27, 2020
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John
N. Seitz
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(Principal
Executive Officer)
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/s/
John H. Malanga
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Chief
Financial Officer
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March
27, 2020
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John
H. Malanga
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(Principal
Financial Officer)
(Principal
Accounting Officer)
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/s/
Richard S. Langdon
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Director
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March
27, 2020
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Richard
S. Langdon
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/s/
Paul L. Morris
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Director
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March
27, 2020
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Paul
Morris
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Exhibit
Index
Exhibits.
The following exhibits are filed as part of this Amendment:
3.1
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Amended
and Restated Certificate of Incorporation of GulfSlope Energy, Inc., incorporated by reference to Exhibit 3.1 of the Company’s
Form 8-K filed May 24, 2018
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3.2
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Bylaws
of GulfSlope Energy, Inc., incorporated by reference to Exhibit 3.2 of the Company’s Form 10-Q for the quarter ended
June 30, 2014
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4.1
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Common
Stock Specimen, incorporated by reference to Exhibit 4.1 of the Company’s Form 10-K for the fiscal year ended September
30, 2012
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5.1
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Opinion
of Mayer Brown LLP (Previously filed as an exhibit to Amendment No. 1 to the Company’s Registration Statement on Form
S-1, as filed with the SEC on October 18, 2019)
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10.1(1)
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Form
of Restricted Stock Agreement, incorporated by reference to Exhibit 10.1 of the Company’s Form 10-K for the fiscal year
ended September 30, 2014,
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10.2(1)
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Form
of Indemnification Agreement, incorporated by reference to Exhibit 10.1 of Form 8-K filed October 31, 2013
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10.3
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Form
of Convertible Promissory Note between the Company and John N. Seitz, incorporated by reference to Exhibit 10.4 of Form 8-K
filed October 31, 2013
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10.4
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Form
of Promissory Note between the Company and John N. Seitz; Dr. Ronald Bain and an affiliate incorporated by reference to Exhibit
10.4 of the Company’s Form 10-K for the fiscal year ended September 30, 2015
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10.5(1)
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GulfSlope
Energy, Inc. 2014 Omnibus Incentive Plan dated effective May 24, 2014, incorporated by reference to Exhibit 10.1 of Form 8-K
filed May 30, 2014
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10.6
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Securities
Purchase Agreement dated June 21, 2019, between the Company and the Buyers identified therein, incorporated by reference to
Exhibit 10.1 of the Company’s Form 8-K filed June 27, 2019
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10.7
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Convertible
Debenture dated June 21, 2019, between the Company and the Buyers identified therein, incorporated by reference to Exhibit
10.2 of the Company’s Form 8-K filed June 27, 2019
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10.8
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Registration
Rights Agreement dated June 21, 2019, between the Company and the Buyers identified therein, incorporated by reference to
Exhibit 10.3 of the Company’s Form 8-K filed June 27, 2019
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10.9
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Company
Warrant dated June 21, 2019, between the Company and the Buyers identified therein, incorporated by reference to Exhibit 10.4
of the Company’s Form 8-K filed June 27, 2019
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14.1
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Code
of Ethics, incorporated by reference to Exhibit 14.1 of the Company’s Form 10-K for the fiscal year ended September
30, 2012
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23.1(1)
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Consent of Pannell Kerr Forster of Texas, P.C., filed with Post-Effective Amendment No 1 to Form S-1 on March 12, 2020
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23.2(1)
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Consent
of BDO USA, LLP, filed with Post-Effective Amendment No 1 to Form S-1 on March 12, 2020
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(1)
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Pursuant
to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration
statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed
for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended, and otherwise are not subject to liability
under those sections.
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