UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
(Amendment
No. 1)
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 3 ,
2019 ( May 24, 2019)
Infinity
Energy Resources, Inc.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-17204 |
|
20-3126427 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File
Number)
|
|
(IRS
Employer
Identification No.) |
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):
[ ] |
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 13(a) of the Exchange Act.
[ ]
Explanatory
Note
This
Current Report on Form 8-K/A is being filed by Infinity Energy
Resources, Inc. (the “Company”) to amend and restate the Current
Report on Form 8-K filed by the Company with the U.S. Securities
and Exchange Commission on May 24, 2019 (the “Original Form 8-K”),
and to disclose that the Company and Hudson Bay Master Fund, Ltd.
(the “Investor”) entered into an amendment to the Exchange
Agreement, dated May 23, 2019, between the Company and the Investor
(the “Exchange Agreement”).
Item
1.01. |
Entry
into a Material Definitive Agreement. |
As
reported in the Original Form 8-K, effective May 23, 2019, the
Company and the Investor entered into an Exchange Agreement and a
Side-Letter Agreement (as defined below) that resolved issues that
had arisen related to the private placement of a $12.0 million
principal amount secured convertible note (the “Convertible Note”)
and a warrant (the “Warrant”) to purchase 1,800,000 shares of the
Company’s common stock, $0.0001 par value per share (the “Common
Stock”) in May 2015 (the “May 2015 Private Placement”).
The
specific issues addressed by the agreements were related to an
Investor Optional Offset elected by the Investor pursuant to a
secured promissory note with an aggregate initial principal amount
of $9,550,000 issued by the Investor to the Company (the “Investor
Note”). On May 4, 2017, the Investor notified the Company that it
elected to effect an Investor Optional Offset under Section 7(a) of
the Investor Note of the full $9,490,000 principal amount
outstanding under the Investor Note against $9,490,000 in aggregate
principal outstanding under the Convertible Note. It did so by
surrendering and concurrently cancelling $9,490,000 in aggregate
principal of the Convertible Note in exchange for the satisfaction
in full and cancellation of the Investor Note. The Convertible Note
had an aggregate outstanding principal balance of $11,687,231 as of
the date of the exchange. The Investor requested the Company to
deliver a new convertible note (the “Replacement Note”) with
respect to the remaining principal balance of $2,197,231 to replace
the Convertible Note. The aggregate outstanding principal balance
of $11,687,231 of the Convertible Note included an approximate $2.0
million original issue discount; however, the Investor funded only
$510,000 under the Investor Note. The Company had recorded the fair
value of the Replacement Note assuming that the remaining par value
was $2,197,231 as asserted by the Investor. The Replacement Note
provided for a maturity date of May 7, 2018, a conversion price of
$0.50 per share and was due in monthly installment payments through
May 2018 either in cash or stock, among other terms. The Company
did not repay the Replacement Note at its maturity and it was
therefore in technical default. The Replacement Note was to be
secured to the same extent as the Convertible Note. The Company and
the Investor have negotiated a resolution of these outstanding
matters regarding the default status and the issuance of the
Replacement Note under the terms of the financing.
On
May 23, 2019, the Company and the Investor agreed to an omnibus
resolution to these outstanding matters and entered into the
Exchange Agreement and Side-Letter Agreement as described
below:
Exchange Agreement : Under the Exchange Agreement,
the Investor exchanged all of its rights under the original
securities issued in the May 2015 Private Placement (the “Original
Securities”), including: (i) the Convertible Note, subject to the
Optional Offset (as defined in the Investor Note), with a current
balance of $2,197,231.00, (ii) the related accrued interest under
the Convertible Note, with a balance of $26,107.52 as of March 31,
2019, (iii) the Warrant, (iv) the Security and Pledge Agreement
entered into by the Company and the Investor in connection with the
May 2015 Private Placement, (v) the Guaranty made in favor of the
Investor in connection with the May 2015 Private Placement, and
(vi) the Registration Rights Agreement entered into by the Company
and the Investor in connection with the May 2015 Private Placement,
for 770,485 fully paid and nonassessable shares of Common Stock and
certain rights (the “Rights”) to acquire additional securities in
the future, which may be exercised for additional shares of Common
Stock.
Upon
consummation of the exchange transactions described above, the
Investor no longer owns any of the Original Securities, including
any rights thereunder, and the Company cancelled the certificate(s)
and other physical documentation evidencing the Investor’s
ownership of the Original Securities.
Side-letter Agreement : Concurrent with the Exchange
Agreement, the Company and the Investor also entered into a letter
agreement, dated May 23, 2019 (the “Side-Letter Agreement”). The
Side-Letter Agreement provides that on November 23, 2019, the
Company will, if required under the Side-letter Agreement, issue
additional shares of Common Stock to the Investor based on an
increase in the Number of Fully-Diluted Shares Outstanding (as
defined below) of the Company from the execution date of the
Exchange Agreement to the six-month anniversary of the Exchange
Agreement (the “True-Up Shares”). The issuance of the True-Up
Shares, if any, shall provide the Investor with Rights to acquire
additional Right Shares (as defined in the Exchange Agreement) to
be calculated according to the following formula:
|
● |
A-B=
aggregate number of Right Shares |
|
● |
A =
9.99% of shares of Common Stock outstanding on such six-month
anniversary (calculated based on the Number of Fully-Diluted Shares
Outstanding (as defined below)) |
|
● |
B =
The shares of Common Stock Issued to the Investor contemporaneously
with the Exchange Agreement |
For
the purposes of the Side-Letter Agreement, “Number of Fully-Diluted
Shares Outstanding” means, as of any time of determination, the sum
of (i) the aggregate number of issued and outstanding shares of
Common Stock as of such time of determination, (ii) the aggregate
maximum number of shares of Common Stock issuable on an
as-converted and as-exchanged basis, as applicable (excluding any
exercise of warrants to purchase Common Stock), pursuant to all
capital stock and all other securities of the Company or any of its
subsidiaries (excluding any warrants to purchase Common Stock and
all Rights issued pursuant to the Exchange Agreement) outstanding
as of such time of determination (or issuable pursuant to
agreements in effect as of such time) that are at any time and
under any circumstances (after issuance thereof, if applicable),
directly or indirectly, convertible into or exchangeable for, or
which otherwise entitles the holder thereof to acquire, Common
Stock (assuming, for such purpose, that each such security is
convertible or exchangeable, as applicable, at the lowest price per
share for which one share of Common Stock is at any time, directly
or indirectly, issuable upon the conversion or exchange, as
applicable, of any such security and without regards to any
limitations on conversion or exchange applicable thereto), and
(iii) without duplication with clause (ii) above, the aggregate
maximum number of shares of Common Stock issuable pursuant to any
agreement (excluding any warrants to purchase Common Stock and all
Rights issued pursuant to the Exchange Agreement) of any person
with the Company or any of its subsidiaries in effect as of such
time of determination (assuming, for such purpose, that the shares
of Common Stock, directly or indirectly, issued pursuant to such
agreement is issued at the lowest price per share for which one
share of Common Stock is at any time, directly or indirectly,
issuable pursuant to such agreement).
Notwithstanding
the foregoing, if any warrants to purchase Common Stock are
outstanding (or issuable upon conversion or exchange of securities
outstanding) as of such six-month anniversary (each, an
“Outstanding Warrant”), on such six-month anniversary, the Company
shall issue the Investor an additional Right to acquire a warrant
(the “New Warrant”) exercisable for up to 9.99% of the shares of
Common Stock issuable upon exercise of all Outstanding Warrants as
of such six-month anniversary (the “New Warrant Shares”). The New
Warrant Shares shall be of like tenor to the Outstanding
Warrants.
Pursuant
to the Side-Letter Agreement, the Company also agreed that from the
execution date of the Exchange Agreement until twelve (12) months
from such date , the Company will not raise capital at a price that
is below $0.10 per share of Common Stock (as adjusted for stock
splits, stock dividends, stock combinations, recapitalizations and
similar events) without the Investor’s consent.
On
May 30, 2019, the Company and the Investor entered into Amendment
No. 1 to Exchange Agreement (the “Amendment”). Following execution
of the Exchange Agreement on May 23, 2019, the Company and the
Investor became aware of an inadvertent error regarding the number
of shares of Common Stock to be issued to the Investor pursuant to
the Exchange Agreement. The Company and the Investor agreed to
amend the Exchange Agreement so it reflects the correct number of
shares of Common Stock to be issued and to ensure that the Investor
does not beneficially own in excess of 9.99% of the shares of
Common Stock outstanding immediately following the effective date
of the Exchange Agreement. Pursuant to the Amendment, the Company
and the Investor agreed that the number of shares of Common Stock
to be issued to the Investor would be an aggregate of 605,816
shares, instead of the 770,485 shares stated in the Exchange
Agreement.
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant. |
The
information included in Item 1.01 of this Form 8-K/A is hereby
incorporated by reference into this Item 2.03.
Item
3.02. |
Unregistered
Sales of Equity Securities. |
The
information included in Item 1.01 of this Form 8-K/A is hereby
incorporated by reference into this Item 3.02. The Common Stock and
the Rights issued in exchange for the Original Securities were
issued in reliance on Section 3(a)(9) of the Securities Act of
1933, as amended.
Item
9.01 |
Financial
Statements and Exhibits. |
(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 3 , 2019
|
Infinity Energy Resources, Inc. |
|
|
|
By: |
/s/
Stanton E.
Ross |
|
Name: |
Stanton
E. Ross |
|
Title: |
Chairman,
President and Chief Executive Officer |
Infinity Energy Resources (PK) (USOTC:IFNY)
Historical Stock Chart
From Dec 2020 to Jan 2021
Infinity Energy Resources (PK) (USOTC:IFNY)
Historical Stock Chart
From Jan 2020 to Jan 2021