Current Report Filing (8-k)
June 06 2019 - 12:39PM
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 (Date of earliest event reported):
June 6, 2019
(
June 4, 2019)
Infinity
Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
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001-17204
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20-3126427
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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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11900
College Blvd., Suite 310, Overland Park, KS 66210
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
(913) 948-9512
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):
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange
on
which registered
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None
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None
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None
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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 13(a) of the Exchange Act. [ ]
Item
1.01.
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Entry
into a Material Definitive Agreement.
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As
previously reported in a current report on Form 8-K on May 8, 2015, effective May 7, 2015, Infinity Energy Resources, Inc. (the
“Company”) completed the May 2015 Private Placement of a $12.0 million principal amount secured convertible note and
Warrant to purchase 1,800,000 shares of the Company’s common stock, $0.0001 par value (the “Warrant”). The placement
agent, WestPark Capital, Inc. (“WestPark”) for the Company in the transaction received a fee of 6% of cash proceeds
which totaled $27,000 at the date of closing. In addition, WestPark was granted a warrant to purchase 240,000 shares of common
stock at $5.00 per share (the “Original Warrant”).
As
a part of the May 2015 Private Placement, the Company issued the Original Warrant to WestPark giving it the right to purchase
up to an aggregate of 240,000 shares of the Company’s common stock at an exercise price of $5.00 per share. The Original
Warrant was immediately exercisable and the exercise price for the Warrant was subject antidilution provisions which required
an adjustment to the exercise price and number of warrant shares to be issued for certain events, such as stock splits and stock
dividends. In addition, the Original Warrant contained certain price protection provisions: if the Company issued or sold shares
of its common stock, rights to purchase shares of its common stock, or securities convertible into shares of its common stock
for a price per share that was less than the exercise price then in effect, the exercise price of the Original Warrant would decrease
to equal such lesser price. Upon each such adjustment, the number of the shares of the Company’s common stock issuable upon
exercise of the Original Warrant was to increase proportionately. The foregoing adjustments to the exercise price for future stock
issues did not apply to certain exempt issuances, including issuances pursuant to certain employee benefit plans. The Original
Warrant was to expire on the seventh (7th) anniversary of the date of issuance.
On
June 4, 2019, the Company and WestPark executed an Exchange Agreement whereby WestPark received a New Warrant in exchange for
its Original Warrant.
Under
the Exchange Agreement, WestPark exchanged all of its rights under its Original Warrant to purchase 240,000 common shares (post-split
basis) with an exercise price of $5.00 per share and containing certain antidilution rights for a New Warrant to purchase 50,000
common shares (post-split basis) with an exercise price of $0.50 per share and a seven-year term. The New Warrant does not contain
any price protection provisions.
Upon
consummation of the exchange transactions described above, WestPark no longer owns the Original Warrant including any rights thereunder,
and the Company cancelled the certificate(s) and other physical documentation evidencing the ownership of the Original Warrant.
Item
2.03
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 2.03.
Item
3.02.
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Unregistered
Sales of Equity Securities.
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The
information included in Item 1.01 of this Form 8-K is hereby incorporated by reference into this Item 3.02. The common stock issued
in exchange for the Original Securities was issued in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
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.
Date:
June 6, 2019
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Infinity
Energy Resources, Inc.
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By:
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/s/
Stanton E. Ross
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Name:
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Stanton
E. Ross
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Title:
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Chairman,
President and Chief Executive Officer
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Infinity Energy Resources (QB) (USOTC:IFNY)
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