As
filed with the Securities and Exchange Commission on April 8,
2022
Registration
No. 333- 258066
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AMERICAN
NOBLE GAS INC
(Exact
name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization) |
|
1381
(Primary Standard Industrial
Classification Code Number)
|
|
87-3574612
(I.R.S. Employer
Identification Number) |
American
Noble Gas Inc
15612
College Blvd
Lenexa,
KS 66219
(913)
948-9512
(Address,
including zip code, and telephone number, including area code, of
registrant’s principal executive offices)
Stanton
E. Ross
President,
Chief Executive Officer and Chairman
American
Noble Gas Inc
15612
College Blvd
Lenexa,
KS 66219
(913)
948-9512
(Name,
address, including zip code, and telephone number, including area
code, of agent for service)
Copy
to:
David
E. Danovitch, Esq.
Charles
E. Chambers Jr., Esq.
Hermione
M. Krumm, Esq.
Sullivan
& Worcester LLP
1633
Broadway
New
York, NY 10019
(212)
660-3060
Approximate
date of commencement of proposed sale to the public: From time
to time after the effective date of the Registration Statement as
determined by the Registrant.
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, 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, please
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.
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the
Exchange Act.
|
Large
accelerated filer ☐ |
Accelerated
filer ☐ |
Non-accelerated
filer ☐
(Do
not check if a smaller
reporting
company)
|
Smaller
reporting company ☒
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
On
December 7, 2021, American Noble Gas, Inc., a Delaware corporation
(the “Predecessor Registrant”), merged with and into its
wholly owned subsidiary, American Noble Gas Inc, a Nevada
corporation (the “Registrant”), pursuant to an Agreement and
Plan of Merger, dated as of December 7, 2021 (the
“Reincorporation Merger Agreement”), between the Predecessor
Registrant and the Registrant, with the Registrant as the surviving
corporation (the “Reincorporation Merger”). On December 7,
2021, the effective time of the Reincorporation Merger (the
“Effective Time”), a Certificate of Merger was filed with
the Secretary of State of the State of Delaware and Articles of
Merger were filed with the Secretary of State of the State of
Nevada, pursuant to which the Registrant was renamed “American
Noble Gas Inc” and succeeded to the assets, continued the business
and assumed the rights and obligations of the Predecessor
Registrant immediately prior to the Reincorporation Merger all by
operation of law. The Reincorporation Merger Agreement and
transactions contemplated thereby were adopted by the holders of a
majority of the outstanding shares of Predecessor Registrant’s
common stock, par value, $0.0001 per share (the “Predecessor
Common Stock”) and/or Series A Convertible Preferred Stock, par
value $0.0001 per share (the “Predecessor Series A Preferred
Stock”), on an as-converted to Predecessor Common Stock basis,
by written consent in lieu of a special meeting of stockholders, in
accordance with the Delaware General Corporation Law, as
amended.
At
the Effective Time, pursuant to the Reincorporation Merger
Agreement, (i) each outstanding share of Predecessor Common Stock
automatically converted into one share of common stock, par value
$0.0001 per share, of the Registrant (“Registrant Common
Stock”), (ii) each outstanding share of the Predecessor Series
A Preferred Stock automatically converted into one share of Series
A Convertible Preferred Stock, par value $0.0001 per share of the
Registrant (“Registrant Series A Preferred Stock”), and
(iii) each outstanding option, right or warrant to acquire shares
of Predecessor Common Stock converted into an option, right or
warrant to acquire an equal number of shares of Registrant Common
Stock under the same terms and conditions as the original options,
rights or warrants.
The
Registrant is filing this Post-Effective Amendment No. 1 (the
“Post-Effective Amendment”) to the Registration Statement on
Form S-1, (Registration No. 333-258066) (the “Registration
Statement”), filed with the U.S. Securities and Exchange
Commission (the “SEC”) on July 21, 2021, pursuant to Rule
414 under the Securities Act of 1933, as amended (the
“Securities Act”), solely to update the Registration
Statement as a result of the Registrant’s reincorporation in the
State of Nevada from the State of Delaware via the Reincorporation
Merger.
In
accordance with Rule 414(d) under the Securities Act, except as
modified by this Post-Effective Amendment, the Registrant, now as
successor issuer to the Predecessor Registrant pursuant to Rule
12g-3 of the Securities and Exchange Act of 1934, as amended (the
“Exchange Act”), hereby expressly adopts the Registration
Statement as its own registration statement for all purposes of the
Securities Act and the Exchange Act, including the prospectuses
included therein.
For
the purposes of this Amendment and the Registration Statement,
unless the context otherwise requires, (i) the term “the Company,”
“we,” “our,” or “us” refers to the Predecessor Registrant and its
subsidiaries with respect to the period prior to the Effective Time
and to the Registrant and its subsidiaries with respect to the
period on and after the Effective Time; (ii) as of any period prior
to the Effective Time, references to the “directors” mean the
directors of the Predecessor Registrant, and, as of any period at
and after the Effective Time, the directors of the Registrant,
(iii) as of any period prior to the Effective Time, references to
“stockholders” mean the holders of Predecessor Common Stock and
Predecessor Series A Preferred Stock, and, as of any period at and
after the Effective Time, the holders of Registrant Common Stock
and Registrant Series A Preferred Stock, and (iv) as of any period
prior to the Effective Time, references to “Common Stock” and
“Series A Preferred Stock” mean the Predecessor Common Stock and
Predecessor Series A Preferred Stock, respectively, as of any
period at and after the Effective Time, Registrant Common Stock and
Registrant Series A Preferred Stock, respectively.
The
prospectus contained in the Registration Statement incorporates by
reference all documents filed by the Predecessor Registrant under
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the
date of the initial filing of the Registration Statement and will
incorporate by reference all documents filed by the Registrant
under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act
following the date of this Post-Effective Amendment. The prospectus
contained in the Registration Statement, as well as all documents
filed by us under Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act before the Effective Time and incorporated by
reference in the Registration Statement, will not reflect the
change in our name or capital stock, among other things. With
respect to such information, or any other information contained or
incorporated by reference in the Registration Statement that is
modified by information subsequently incorporated by reference in
the Registration Statement, the statement or information previously
contained or incorporated in the Registration Statement shall also
be deemed modified or superseded in the same manner.
The
rights of holders of Registrant Common Stock are now subject to the
Nevada Revised Statutes and governed by the Registrant’s Articles
of Incorporation, as corrected, restated and/or amended and its
Bylaws, as corrected, restated and/or amended, initially filed as
exhibits to the Registrant’s Current Report on Form 8-K filed with
the SEC on December 13, 2021, which are incorporated herein by
reference.
The
Registration Statement and prospectus shall remain unchanged in all
other respects. Accordingly, this Amendment consists only of this
explanatory note and revised versions of the following parts of the
Form S-1: Part II, the exhibit index and the exhibits filed in
connection with this Post-Effective Amendment. No additional
securities are being registered under this Post-Effective
Amendment. All applicable registration fees were paid at the time
of the original filing of the Registration Statement.
PART
II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
following table sets forth an estimate of the fees and expenses
relating to the issuance and distribution of the securities being
registered hereby, other than underwriting discounts and
commissions, all of which shall be borne by the registrant. All of
such fees and expenses, except for the SEC registration fee, are
estimated:
|
SEC
registration fee |
|
$ |
605.46 |
|
|
Transfer
agent and registrar fees and expenses |
|
$ |
500.00 |
|
|
Legal
fees and expenses |
|
$ |
15,000.00 |
|
|
Printing
fees and expenses |
|
$ |
500.00 |
|
|
Accounting
fees and expenses |
|
$ |
5,000.00 |
|
|
Miscellaneous
fees and expenses |
|
$ |
394.54 |
|
| Total |
|
$ |
22,000.00 |
|
Item
14. Indemnification of Officers and Directors.
Set
forth below is a description of certain provisions of the Articles
of Incorporation, as corrected, restated and/or amended (the
“Articles of Incorporation”) of the Registration, the Bylaws
of the Registrant, as corrected, restated and/or amended (the
“Bylaws”) and the Nevada Revised Statutes (the
“NRS”), as such provisions relate to the indemnification of
the directors and officers of the Registrant. This description is
intended only as a summary and is qualified in its entirety by
reference to the Articles of Incorporation, the Bylaws and the
NRS.
The
Registrant is incorporated under the laws of the State of Nevada.
Section 78.138 of the NRS provides that, subject to certain
exceptions under Nevada law, unless the articles of incorporation
or an amendment thereto provides for greater individual liability,
a director or officer is not individually liable to the Registrant
or its stockholders or creditors for any damages as a result of any
act or failure to act in his or her capacity as a director or
officer unless it is proven that (i) the director’s or officer’s
act or failure to act constituted a breach of his or her fiduciary
duties as a director or officer and (ii) the breach of those duties
involved intentional misconduct, fraud or a knowing violation of
law. The Articles of Incorporation further provide that the
personal liability of the directors of the Registrant is eliminated
to the fullest extent permitted by the NRS.
Under
Section 78.7502 of the NRS, the Registrant may 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, except an
action by or in the right of the Registrant, by reason of the fact
that the person is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the
Registrant 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 the
person in connection with the action, suit or proceeding if such
person: (i) is not liable pursuant to Section 78.138 of the NRS; or
(ii) acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
Registrant, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe the conduct was unlawful.
Further, the Registrant may indemnify any person who was or is a
party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the
Registrant to procure a judgment in its favor by reason of the fact
that the person is or was a director, officer, employee or agent of
the Registrant, or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses, including amounts paid in settlement and
attorneys’ fees actually and reasonably incurred by the person in
connection with the defense or settlement of the action or suit if
such person: (i) is not liable pursuant to NRS Section 78.138; or
(ii) acted in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the
Registrant. However, indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction to be liable to the Registrant or
for amounts paid in settlement to the Registrant, unless and only
to the extent that the court in which the action or suit was
brought or other court of competent jurisdiction determines upon
application that in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnity for such
expenses as the court deems proper. To the extent that a director,
officer, employee or agent of the Registrant has been successful on
the merits or otherwise in defense of any action, suit or
proceeding subject to Nevada indemnification laws, or in defense of
any such claim, issue or matter, the Registrant is required to
indemnify him or her against expenses, including attorneys’ fees,
actually and reasonably incurred by him or her in connection with
the defense. The Registrant’s Articles of Incorporation and Bylaws
comply with Nevada law as set forth above.
As
permitted by Section 78.138 of the NRS, Article 15 of our Articles
of Incorporation provides:
“A
director of the Company shall not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a
director, except to the extent such exemption from liability or
limitation thereof is not permitted under the NRS as currently in
effect or as the same may hereafter be amended.”
We
have not purchased directors’ and officers’ liability insurance for
any person as a director, officer, employee or agent of us against
any liability asserted against him and incurred by him in any such
capacity, or arising out of his status as such, whether or not our
Company would have the power to indemnify him against such
liability under the provisions of our Articles of
Incorporation.
See
“Item 17. Undertakings” for a description of the SEC’s position
regarding such indemnification provisions.
Item
15. Recent Sales of Unregistered Securities.
During
the last three (3) years, we have sold the following unregistered
securities:
Effective
May 23, 2019, we and an investor (“May 2019 Investor”)
entered into an exchange agreement (“May 2019 Exchange
Agreement”) and a side-letter agreement (“Side-Letter
Agreement”) that resolved issues that had arisen related to the
private placement of a $12.0 million principal amount secured
convertible note and a warrant to purchase 1,800,000 shares of
Common Stock in May 2015 (the “May 2015 Private Placement”).
Under the May 19 Exchange Agreement, the May 2019 Investor
exchanged all of its rights under the original securities issued in
the May 2015 Private Placement for 770,485 shares of Common Stock
(which was amended to 605,816 shares of Common Stock pursuant to
Amendment No.1 to the May 2019 Exchange Agreement, which we entered
into with the May 2019 Investor on May 30, 2019) and certain rights
to acquire additional securities in the future, which may be
exercised for additional shares of Common Stock. Pursuant to the
provisions of the Side-Letter Agreement, effective November 23,
2019, the parties agreed to the issuance of 567,348 shares of
Common Stock and a warrant to purchase up to 61,380 shares of
Common Stock at an exercise price of $0.50 per share, which expires
on June 19, 2026. Pursuant to the Side-Letter Agreement, we also
agreed that from the execution date of the May 2019 Exchange
Agreement until twelve (12) months from such date, we 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 May
2019 Investor’s consent. Such shares of Common Stock and rights to
acquire additional securities were issued in reliance on Section
3(a)(9) of the Securities Act.
On
June 4, 2019, we and WestPark Capital, Inc. (“WestPark”)
executed an exchange agreement whereby WestPark received a new
warrant to purchase up to 50,000 shares of Common Stock (post-split
basis) with an exercise price of $0.50 per share and a seven-year
term in exchange for its original warrant in connection with the
May 2015 Private Placement. The new warrant does not contain any
price protection provisions. Such new warrant was issued in
reliance on Section 3(a)(9) of the Securities Act.
On
June 19, 2019, we and a private, third-party lender entered into an
exchange agreement whereby such lender received a warrant to
purchase up to 570,000 shares of Common Stock (post-split basis)
with an exercise price of $0.50 per share and a seven-year term in
exchange for its two convertible notes payable issued on November
8, 2016 and November 7, 2017, respectively, and accrued interest
thereon. The warrant does not contain any price protection
provisions. Such warrant was issued in reliance on Section 3(a)(9)
of the Securities Act.
During
August 2019 through October 2019, we issued a total of 1,425,000
shares of Common Stock at $0.10 per share for a total of $142,500
pursuant to a private placement memorandum to accredited investors.
We used the proceeds to pay the $50,000 nonrefundable deposit
required for an option (the “Option”) from Core Energy, LLC,
a closely held company (“Core”), to purchase the production
and mineral rights/leasehold for oil and gas properties, subject to
overriding royalties to third parties, in the Central Kansas Uplift
geological formation covering over 11,000 contiguous acres (the
“Properties”) and for general working capital purposes. We
relied on the exemption provided by Section 4(a)(2) of the
Securities Act and Regulation D thereunder in issuing the shares of
Common Stock in the private placement. We paid no commission or
other similar compensation in connection with the
transactions.
On
October 2, 2019, we granted our Chief Operating Officer, John
Loeffelbein, outside of our equity compensation plans, an aggregate
of 2,000,000 shares of Common Stock as compensation for Mr.
Loeffelbien’s services to the Company. Mr. Loeffelbein was granted
such shares pursuant to the exemption provided by Section 4(a)(2)
of the Securities Act.
On
August 19, 2020, we entered into a securities purchase agreement
(the “August Purchase Agreement”) with one investor (the
“August Investor”), pursuant to which we issued to the
August Investor, in consideration for an aggregate of $325,000, (i)
a senior unsecured convertible note payable due August 19, 2021
(the “August Note”), which was, subject to certain
conditions, convertible into an aggregate of 3,943,820 shares of
Common Stock, at a price of $0.10 per share; and (ii) a common
stock purchase warrant (the “August Warrant”), which is
immediately exercisable upon issuance and on a cashless basis if
the August Warrant has not been registered 180 days after the date
of issuance for up to 800,000 shares of Common Stock at an exercise
price of $0.50 per share, subject to customary adjustments.
Pursuant to the August Purchase Agreement, the August Note and
August Warrant were issued to the August Investor in a private
placement transaction pursuant to an exemption from the
registration requirements of the Securities Act provided in Section
4(a)(2) of the Securities Act and/or Regulation D promulgated
thereunder. Pursuant to the August Purchase Agreement, the August
Investor was also granted certain piggy-back registration rights,
whereby we agreed to register the resale of the shares of Common
Stock underlying the August Warrant and the August Note. We repaid
the August Note on March 26, 2021. In order to satisfy such
obligations, the Company has filed this Registration Statement to
register for resale all of the Warrant Shares issuable upon
exercise of the August Warrant issued to the August
Investor.
The
exercise of the August Warrant is subject to a beneficial ownership
limitation such that the August Investor may not exercise the
August Warrant to the extent that such exercise would result in the
August Investor being the beneficial owner in excess of 4.99% (or,
upon election of the August Investor, 9.99%) of the number of
shares of the Common Stock outstanding immediately after giving
effect to the issuance of shares of Common Stock issuable upon such
exercise, which beneficial ownership limitation may be increased or
decreased up to 9.99% upon notice to us, provided that any increase
in such limitation will not be effective until 61 days following
notice to us.
Additionally,
pursuant to the August Purchase Agreement, for so long as the
August Note or August Warrant is outstanding, the August Investor
has a right to participate in any issuance of the Common Stock,
Common Stock Equivalents (as defined in the August Purchase
Agreement), conventional debt, or a combination of such securities
and/or debt (a “Subsequent Financing”), up to an amount
equal to 35% of the Subsequent Financing.
We
used the proceeds of the August Note to pay off $60,125 in
principal balance of notes payable that were in default, to pay the
$100,000 required by the Exchange Agreement (as defined below) and
for general working capital.
On
August 19, 2020, we granted certain of our executive officers,
directors and affiliate thereof and consultant, outside of our
existing equity compensation plans, and pursuant to the August 2020
Restricted Stock Agreements, an aggregate of 5,000,000 shares of
Common Stock, subject to the restrictions contained therein, as
compensation for their services to the Company. Such individuals
were granted such shares pursuant to the exemption provided by
Section 4(a)(2) of the Securities Act.
On
September 24, 2020, we entered into an exchange and settlement
agreement (the “Exchange Agreement”) with SKM Partnership, Ltd.
(“SKM”), pursuant to which SKM agreed to exchange an 8%
promissory note issued by us to SKM, dated as of December 27, 2013,
in the original principal amount of $1,050,000, representing
outstanding principal balance of $1,000,000 and accrued and unpaid
interest thereon of $481,000, for (i) a cash payment in the amount
of $100,000 and (ii) 737,532 newly issued shares of Common Stock.
The issuance of the 737,532 shares is being made without any
restrictive legends upon reliance on the exemptions from the
registration requirements of the Securities Act afforded by Section
3(a)(9) of the Securities Act and Rule 144 promulgated thereunder.
The closing of the exchange occurred on September 24,
2020.
On
March 26, 2021, we entered into securities purchase agreements
(collectively, the “March Purchase Agreements”) with certain
investors (the “March Investors”), pursuant to which, in
consideration for an aggregate of $2,050,000, we issued an
aggregate of 22,776 shares of Series A Preferred Stock and common
stock purchase warrants (the “March Warrants”) exercisable
for up to 5,256,410 shares of Common Stock six (6) months following
issuance and for five (5) years after such date. Holders of the
March Warrants may exercise them on a cashless basis pursuant to
the formula provided in the March Warrants if there is not an
effective registration statement for the sale of the shares of
Common Stock underlying the March Warrants within six (6) months
following the Closing Date, as defined in the March Warrants. Such
securities were issued to March Investors in a private placement
transaction pursuant to an exemption from the registration
requirements of the Securities Act provided in Section 4(a)(2) of
the Securities Act and/or Regulation D promulgated
thereunder.
Pursuant
to the Certificate of Designation of Preferences, Rights and
Limitations of the Series A Preferred Stock (the “Certificate of
Designation”), the holders of the shares of Series A Preferred
Stock shall have the right, at any time and subject to certain
beneficial ownership limitations, to convert some or all of their
outstanding shares of Series A Preferred Stock and any accrued but
unpaid dividends into that number of shares of Common Stock on a
per share basis by dividing $100 (the “Stated Value”) by
$0.32 (the “Series A Preferred Conversion Price”), which
Series A Preferred Conversion Price is subject to adjustment as
described therein. In addition, the shares of Series A Preferred
Stock and any accrued but unpaid dividends will automatically
convert, subject to certain beneficial ownership limitations in the
Certificate of Designation, which provide that a holder of shares
of Series A Preferred Stock will not have the right to convert such
shares, if such holder, together with its affiliates, would
beneficially own in excess of 4.99% or 9.99%, as applicable, of the
number of shares of Common Stock outstanding immediately after
giving effect to such conversion, provided that upon at least 61
days’ prior notice to us, a holder may increase or decrease such
limitation up to a maximum of 9.99% of the number of shares of
Common Stock outstanding (each such limitation, a “Beneficial
Ownership Limitation”), upon the closing of any equity
financing transaction pursuant to which the Company receives gross
proceeds of at least $5,000,000 that is consummated after the
initial date of issuance of such shares (a “Qualified
Offering”), into the same securities issued by the Company in
such Qualified Offering. Pursuant to the Certificate of
Designation, such holders of shares of Series A Preferred Stock are
entitled to receive dividends on the Series A Preferred Stock in
cash or in shares of Common Stock at a rate of 10% per annum, based
on the Stated Value, commencing on April 1, 2021, pro rated, and
continuing on each July 1st, October 1st, and
January 1st thereafter until the earlier of (i) the date
on which the shares of Series A Preferred Stock are converted into
shares of Common Stock or (ii) the date the Company’s obligations
under the Certificate of Designation have been satisfied in full.
Pursuant to the Certificate of Designation, the shares of Series A
Preferred Stock also (i) vote on an as-converted to Common Stock
basis, subject to the Beneficial Ownership Limitation, (ii) are
redeemable in cash at the option of the Company at any time, along
with all accrued but unpaid dividends, (iii) rank senior to the
Common Stock and any class or series of capital stock authorized or
designated after the Series A Preferred Stock and (iv) have a
special preference upon the liquidation of the Company.
In
connection with the March Purchase Agreement, we and the March
Investors entered into that certain registration rights agreement
(the “Registration Rights Agreement”), pursuant to which we
agreed to file a registration statement to register such shares of
Common Stock issuable upon conversion of the Series A Preferred
Stock (the “Preferred Shares”) and such shares of Common
Stock underlying the March Warrants. In order to satisfy such
obligations, the Company filed this Registration Statement to
register for resale all of the Preferred Shares and Warrant Shares
issuable upon conversion of the shares of Series A Preferred Stock
and upon exercise of the March Warrants issued to the March
Investors.
The
closing of the private placement in connection with the March
Purchase Agreements took place on March 26, 2021. We will allow
additional investor purchases to complete the entire offering of an
aggregate principal face amount of up to $2,500,000 before closing
such offering.
We
used the proceeds of the offering of the Series A Preferred Stock
to complete the acquisition of the Properties and intend to use the
remaining proceeds to complete development of the Properties, to
pay-off all outstanding convertible notes payable and for general
working capital.
On
March 31, 2021, we entered into debt settlement agreements with six
creditors of the Company (collectively, the “Creditors”),
pursuant to which the Creditors agreed to extinguish an aggregate
of $2,866,497 of debt and liabilities of the Company owed to such
Creditors in consideration for the issuance to each Creditor of (i)
an aggregate of approximately $28,665 in 3% unsecured convertible
promissory notes (the “Notes”), which are, subject to
certain conditions, convertible at any time at the option of the
Creditors into an aggregate of 65,930 shares of Common Stock
(including accruable interest), at a price of $0.50 per share and
(ii) common stock purchase warrants (the “Creditor
Warrants”) which are immediately exercisable for up to an
aggregate of 5,732,994 shares of Common Stock and for five (5)
years thereafter. Holders of the Creditor Warrants may exercise
them on a cashless basis pursuant to the formula provided in the
Creditor Warrants if there is not an effective registration
statement for the sale of the shares of Common Stock underlying the
Creditor Warrants upon the date on which such Creditor Warrants are
exercisable. We also granted the Creditors certain piggy-back
registration rights pursuant to the Notes and the Creditor
Warrants, whereby we agreed to register the resale by the Creditors
of the shares underlying the Notes and the Creditor Warrants
pursuant to the Notes and Creditor Warrants. Such securities were
issued to the Creditors in a private placement transaction pursuant
to an exemption from the registration requirements of the
Securities Act provided in Section 4(a)(2) of the Securities
Act.
The
Notes bears interest at a rate of 3% per annum, may be voluntarily
repaid in cash in full or in part by us at any time in an amount
equal to the face amount plus any accrued and unpaid interest on
the Notes (or portion thereof) being prepaid, and mature on March
30, 2026.
On
April 1, 2021, the Company and the holder of a $50,000 outstanding
convertible note (the “April 2021 Creditor #1”) entered into
a settlement agreement pursuant to which the Company issued to such
holder 145,000 shares of Common Stock in consideration for the
extinguishment of the outstanding principal and accrued interest on
such note and the cancellation of common stock purchase warrants of
the Company issued in connection with the issuance of such note.
The 145,000 shares of Common Stock issued to such holder pursuant
to such settlement agreement were valued at $40,600 based on the
closing market price of the Common Stock on the date of such
extinguishment and cancellation. Such securities were issued to the
April 2021 Creditor #1 in a private placement transaction pursuant
to an exemption from the registration requirements of the
Securities Act provided in Section 3(a)(9) of the Securities
Act.
Also
on April 1, 2021, the Company and the holder of a $35,000
outstanding convertible note (the “April 2021 Creditor #2”)
entered into a settlement agreement pursuant to which the Company
issued to such holder 100,000 shares of Common Stock in
consideration for the extinguishment of the outstanding principal
and accrued interest on such note and the cancellation of common
stock purchase warrants of the Company issued in connection with
the issuance of such note. The 100,000 shares of Common Stock
issued to such holder pursuant to such settlement agreement were
valued at $28,000 based on the closing market price of the Common
Stock on the date of such extinguishment and cancellation. Such
securities were issued to the April 2021 Creditor #2 in a private
placement transaction pursuant to an exemption from the
registration requirements of the Securities Act provided in Section
3(a)(9) of the Securities Act.
On
June 4, 2021, our board of directors (the “Board”)
authorized the grant of stock options to purchase up to (i) 500,000
shares of Common Stock to Stanton E. Ross, the Company’s President,
Chief Executive Officer and Chairman of the Board, (ii) 100,000
shares of Common Stock to Leroy C. Richie, a member of the Board,
(iii) 100,000 shares of Common Stock to Daniel F. Hutchins, the
Company’s Chief Financial Officer, Treasurer, Corporate Secretary
and member of the Board, (iv) 350,000 shares of Common Stock to
John L. Loeffelbein, the Company’s Chief Operating Officer and (v)
a total of 750,000 shares of Common Stock to three Company
consultants. All such stock options vest on June 4, 2022,
contingent upon the holder of such options continuing to serve the
Company on such date, have 10-year terms and are exercisable at
$0.50 per share. Such individuals were granted such stock options
pursuant to the exemption provided by Section 4(a)(2) of the
Securities Act in consideration for the time and efforts such
individuals devoted to assisting the Company acquire the Properties
and commence its drilling program.
On
August 30, 2021, the Company entered into an agreement with an
accredited investor (the “8% Note Investor”) for the
Company’s senior unsecured convertible note due October 29, 2022
(the “8% Note”), with an aggregate principal face amount of
$100,000. The 8% Note is, subject to certain conditions,
convertible into an aggregate of 200,000 shares of Common Stock, at
a price of $0.50 per share. The Company also issued a
five-and-one-half-year common stock purchase warrant to purchase up
to 200,000 shares of Common Stock at an exercise price of $0.50 per
share, subject to customary adjustments (the “8% Note
Warrant”), which is immediately exercisable. The 8% Note
Investor purchased the 8% Note and 8% Note Warrant from the Company
for an aggregate purchase price of $100,000. The Company also
granted the 8% Note Investor certain piggy-back registration rights
whereby the Company has agreed to register for resale the shares
underlying the 8% Note Warrant and the conversion of the 8% Note
unless the shares of the Company commences trading on the NYSE
American; the Nasdaq Capital Market; the Nasdaq Global Market; the
Nasdaq Global Select Market; or the New York Stock Exchange, within
120 days after the closing date of such transaction.
The
8% Note bears interest at a rate of 8% per annum, may be
voluntarily repaid in cash in full or in part by the Company at any
time in an amount equal to 120% of the principal amount of the 8%
Note and any accrued and unpaid interest. 50% of the 8% Note shall
be mandatorily repaid in cash in an amount equal to 120% of the
principal amount of the 8% Note and any accrued and unpaid interest
in the event of the consummation by the Company of any public or
private offering or other financing pursuant to which the Company
receives gross proceeds of at least $2,000,000 and 100% of the 8%
Note plus accrued interest shall be mandatorily repaid in an amount
equal to 120% of outstanding principal and interest in cases in
which the Company receives gross proceeds of at least $3,000,000.
In addition, pursuant to the 8% Note, so long as the 8% Note
remains outstanding, the Company cannot enter into any financing
transactions pursuant to which the Company sells its securities at
a price lower than $0.50 per share without written consent of the
8% Note Investor.
The
conversion of the 8% Note and the exercise of the 8% Note Warrant
are each subject to Beneficial Ownership Limitation.
The
8% Note and the 8% Note Warrant were issued to the 8% Note Investor
pursuant to Section 4(a)(2) of the Securities Act because the 8%
Note Investor represented that it had sufficient sophistication and
knowledge of the Company, and the issuance did not involve any form
of general solicitation or general advertising. Furthermore, the 8%
Note Investor made representations that the securities issued to
extinguish the obligations were taken for investment purposes and
not with a view to resale.
On
October 29, 2021, the Company entered into a securities purchase
agreement (the “November Purchase Agreement”) with three
accredited investors (the “November Investors”) for the
Company’s Senior Unsecured Convertible Promissory Notes due October
29, 2022 (the “November Notes”), with an aggregate principal
face amount of $550,000. The November Notes are, subject to certain
conditions, convertible into 1,100,000 shares (the “November
Conversion Shares”) of Common Stock, at a price per share of
$0.50 (“November Conversion Price”). Pursuant to the
November Purchase Agreement, the Company also issued a
five-and-one-half-year common stock purchase warrant (the
“November Warrant”) to purchase up to 1,650,000 shares of
Common Stock (the “November Warrant Shares” and collectively
with the November Notes, the November Conversion Shares, and the
November Warrant, the “November Securities”) at an exercise
price of $0.50 per share, subject to customary adjustments. The
November Investors purchased the November Securities for an
aggregate purchase price of $850,000. The Company has also granted
the November Investors certain piggy-back registration rights
whereby the Company has agreed to register the resale by the
November Investors of the November Warrant Shares and November
Conversion Shares. The Company relied on the exemption from the
registration requirements of the Securities Act, provided in
Section 4(a)(2) of the Securities Act and/or Rule 506 promulgated
thereunder.
The
November Notes bear interest at a rate of 8% per annum, may be
voluntarily repaid in cash in full or in part by the Company at any
time (subject to the occurrence of an event of default) in an
amount equal to 120% of the principal amount of each November Note
and any accrued and unpaid interest, and shall be mandatorily
repaid in cash in an amount equal to a) 50% of the then outstanding
principal amount equal to 120% of the principal amount of each
November Note and any accrued and unpaid interest in the event of
the consummation by the Company of any public or private offering
or other financing pursuant to which the Company receives gross
proceeds of at least $2,000,000 but not greater than $3,000,000; or
b) 100% of the then outstanding principal amount equal to 120% of
the principal amount of a November Note and any accrued and unpaid
interest in the event of the consummation by the Company of any
public or private offering or other financing pursuant to which the
Company receives gross proceeds of in excess of $3,000,000. In
addition, pursuant to the November Notes, so long as a November
Note remains outstanding, the Company shall not enter into any
financing transactions pursuant to which the Company sells its
securities at a price lower than the November Conversion Price,
subject to certain adjustments, without written consent of the
November Investors.
The
conversion of the November Notes and the exercise of the November
Warrants are each subject to Beneficial Ownership
Limitation.
Pursuant
to the November Purchase Agreement, for a period of twelve (12)
months after the Closing Date (as defined in the November Purchase
Agreement), the November Investors have a right to participate in
Subsequent Financing, up to an amount equal to thirty-five percent
(35%) of the Subsequent Financing. The transaction completed by the
November Purchase Agreement closed on November 1, 2021.
On
November 9, 2021, the Company entered into a letter agreement (the
“November Letter Agreement”) with U.S. Noble Gas, LLC
(“USNG”), pursuant to which USNG will provide consulting
services to the Company for exploration, testing, refining,
production, marketing and distribution of various potential
reserves of noble gases and rare earth element/minerals on the
Properties. The November Letter Agreement would cover all of the
noble gas, specifically including helium, and rare earth
elements/minerals potentially existing on the Properties and the
Company’s future acquisitions, if any.
The
November Letter Agreement requires the Company to establish a
four-member board of advisors (the “Board of Advisors”)
comprised of various experts involved in noble gas and rare earth
elements/minerals. The Board of Advisors will help attract both
industry partners and financial partners for developing a large
helium, noble gas and/or rare earth element/mineral resources that
may exist in the region where the Company currently operates. The
industry partners would include helium, noble gas and/or rare earth
element/mineral purchasers and exploration and development
companies from the energy industry. The financial partners may
include large family offices or small institutions.
The
Company will also pay USNG a monthly cash fee equal to $8,000 per
month beginning at the onset of commercial helium or minerals
production and sales, subject to certain thresholds. Such monthly
fees will become due and payable for any month that AMNG receives
cash receipts in excess of $25,000 derived from the sale of noble
gases and/or rare earth elements/minerals.
In
consideration of the foregoing and pursuant to the terms of the
November Letter Agreement, on November 9, 2021, the Company also
issued warrants (the “November 9 Warrants”), exercisable for
five (5) years, to purchase, in the aggregate, 2,000,000 shares of
Common Stock, at an exercise price of $0.50 per share, subject to
customary adjustments (the “November 9 Exercise Price”) to
three of USNG’s principal consultants. The Company also issued
November 9 Warrants to purchase, in the aggregate, 1,200,000 shares
of Common Stock at the November 9 Exercise Price to the four
members of the Board of Advisors. The Company therefore granted a
total of 3,200,000 November 9 Warrants to purchase its Common Stock
for a price of approximately $1.6 million in connection with the
November Letter Agreement and the arrangements described therein.
In issuing the Warrants, the Company relied on an exemption from
registration under Section 4(a)(2) of the Securities Act. Each
holder of the November 9 Warrants has advised the Company that they
are sophisticated and can bear the risks associated with the
November 9 Warrants, and the Company has not engaged in general
solicitation in connection with the offer or sale of the November 9
Warrants.
On
January 4, 2022, a holder of Series A Preferred Stock exercised its
right to convert 500 shares of Series A Preferred Stock into
156,250 shares of Common Stock. In addition, on February 11, 2022,
a holder of Series A Preferred Stock exercised its right to convert
300 shares of Series A Preferred Stock into 93,750 shares of Common
Stock.
|
Item
16. |
Exhibits
and Financial Statement Schedules. |
See
the Exhibit Index immediately following the signature page hereto,
which is incorporated into this Item 16(a) by reference.
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: |
|
|
(i) |
To
include any prospectus required by Section 10(a)(3) of the
Securities Act; |
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(ii) |
To
reflect in the prospectus any facts or events arising after the
effective date of this 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 this registration statement. Notwithstanding the
foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of the 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 SEC 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) |
To
include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement; |
provided,
however, that the undertakings set forth in paragraphs (1)(i),
(1)(ii) and (1)(iii) above do not apply if the information required
to be included in a post-effective amendment by those paragraphs is
contained in reports filed with or furnished to the SEC by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act, that are incorporated by reference in this registration
statement or is contained in a form of prospectus filed pursuant to
Rule 424(b) that is part of this registration statement;
|
|
(2) |
That,
for the purpose of determining any liability under the Securities
Act, 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) |
That,
for the purpose of determining liability under the Securities Act,
to any purchaser: |
|
|
(i) |
Each
prospectus filed by the registrant pursuant to Rule 424 (b)(3)
shall be deemed to be part of this registration statement as of the
date the filed prospectus was deemed part of and included in this
registration statement; and |
| |
|
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| |
(ii) |
Each
prospectus required to be filed pursuant to Rule 424 (b)(2),
(b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule
415(a)(1)(i), (vii) or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of
1933, as amended, shall be deemed to be part of and included in the
registration statement as of the earlier of the date such
prospectus is first used after effectiveness or the date of the
first contract of sale of securities in the offering described in
the prospectus. As provided in Rule 430B, for liability purposes of
the issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the registration
statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof; 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 effective
date, 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 effective date; |
|
|
(5) |
That,
for the purpose of determining liability of the registrant under
the Securities Act, to any purchaser in the initial distribution of
the securities, the undersigned registrant 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: |
|
|
(i) |
Any
preliminary prospectus or prospectus of the undersigned registrant
relating to the offering required to be filed pursuant to Rule
424; |
| |
|
|
| |
(ii) |
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; |
| |
|
|
| |
(iii) |
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) |
Any
other communication that is an offer in the offering made by the
undersigned registrant to the purchaser; |
|
|
(6) |
That,
for purposes of determining any liability under the Securities Act,
each filing of the registrant’s annual report pursuant to Section
13(a) or Section 15(d) of the Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement 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; |
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(7) |
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 SEC 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. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-1 and has
duly caused this Post-Effective Amendment to be signed on its
behalf by the undersigned, thereunto duly authorized, in Lenexa,
Kansas, on April 8, 2022.
| |
AMERICAN
NOBLE GAS INC |
| |
(formerly
known as Infinity Energy Resources, Inc. ) |
|
|
|
|
| |
By: |
/s/ Stanton E. Ross |
| |
|
Stanton
E. Ross |
| |
|
Chairman
of the Board, President and |
| |
|
Chief
Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Post-Effective Amendment has been signed below by the
following persons in the capacities indicated below on the
8th day of April , 2022.
|
Signature |
|
Title |
|
Date |
|
|
|
|
|
|
|
/s/ Stanton E. Ross |
|
Chairman
of the Board, President and |
|
April
8, 2022 |
|
Stanton
E. Ross |
|
Chief
Executive Officer |
|
|
|
|
|
|
|
|
|
/s/ Daniel F. Hutchins |
|
Chief
Financial Officer, Treasurer, Secretary |
|
April
8, 2022 |
|
Daniel
F. Hutchins |
|
and
Director |
|
|
|
|
|
|
|
|
|
/s/ Leroy C. Richie |
|
Director |
|
April
8, 2022 |
|
Leroy
C. Richie |
|
|
|
|
EXHIBIT
INDEX
|
Exhibit
Number |
|
Description
of Exhibits |
|
2.1 |
|
Agreement
and Plan of Merger between Infinity Energy Resources, Inc. and
Infinity, Inc.(1) |
|
2.2 |
|
Agreement
and Plan of Merger, dated as of December 7,
2021(20) |
|
3.1(i)(a) |
|
Certificate
of Incorporation of Infinity Energy Resources,
Inc.(2) |
|
3.1(i)(b) |
|
Corrected
Certificate of Incorporation of Infinity Energy Resources,
Inc.(16) |
|
3.1(i)(c) |
|
Certificate
of Amendment of Certificate of Incorporation of Infinity Energy
Resources, Inc.(16) |
|
3.1(i)(d) |
|
Certificate
of Amendment of Certificate of Incorporation of Infinity Energy
Resources, Inc.(18) |
|
3.1(i)(e) |
|
Articles
of Incorporation of American Noble Gas
Inc(20) |
|
3.1(i)(f) |
|
Certificate of
Merger(20) |
|
3.1(i)(g) |
|
Articles of
Merger(20) |
|
3.1(ii)(a) |
|
Bylaws
of Infinity Energy Resources, Inc.(1) |
|
3.1(ii)(b) |
|
Amended
and Restated Bylaws(18) |
|
3.1(ii)(c) |
|
Bylaws
of American Noble Gas Inc(20) |
|
4.1 |
|
Form
of Certificate of Designations of Series A Convertible Preferred
Stock of Infinity Energy Resources,
Inc.(12) |
|
4.2 |
|
Certificate
of Correction of Certificate of Designation of Preferences, Rights
and Limitations of Series A Convertible Preferred Stock of Infinity
Energy Resources, Inc.(14) |
|
4.3 |
|
Common
Stock Purchase Warrant issued on June 4,
2019(6) |
|
4.4 |
|
Common
Stock Purchase Warrant issued on June 19,
2019(7) |
|
4.5 |
|
Form
of Senior Unsecured Promissory Note, due August 19,
2021(8) |
|
4.6 |
|
Form
of Common Stock Purchase Warrant dated August 19,
2020(8) |
|
4.7 |
|
Form
of March 16, 2021 Common Stock Purchase
Warrant(12) |
|
4.8 |
|
Form
of March 31, 2021 3% Unsecured Convertible Promissory
Note(13) |
|
4.9 |
|
Form
of March 31, 2021 Common Stock Purchase
Warrant(13) |
|
4.10 |
|
Form
of Common Stock Purchase Warrant, dated October 29,
2021(17) |
|
4.11 |
|
Form
of Senior Unsecured Convertible Promissory Note, due October 29,
2022(17) |
|
4.12 |
|
Form
of Common Stock Purchase Warrant(19) |
|
4.13 |
|
Description
of Common Stock(20) |
|
4.14 |
|
Common
Stock Purchase Warrant Agreement dated June 19,
2019(7) |
|
4.15 |
|
Form of Securities Purchase Agreement
dated August 19, 2020 by and between the Company and the
Investor(8) |
|
4.16 |
|
Form of Restricted Stock Purchase
Agreement, dated as of August 19, 2020(8) |
|
4.17 |
|
Form of Securities Purchase
Agreement, dated as of October 29, 2021(17) |
|
4.18
|
|
Form of Registration Rights Side
Letter, dated as of October 29, 2021(17) |
|
5.1 |
|
Opinion
of Sullivan & Worcester LLP (filed herewith) |
|
10.1 |
|
Exchange
Agreement dated May 23, 2019(12) |
|
10.2 |
|
Side-letter
Agreement dated May 23, 2019(12) |
|
10.3 |
|
Amendment
No. 1 to Exchange Agreement, dated May 30,
2019(5) |
|
10.4 |
|
Exchange
Agreement dated June 4, 2019(6) |
|
10.5 |
|
Exchange
Agreement dated June 19, 2019(7) |
|
10.6 |
|
Form
of Option Term Sheet dated September 2, 2020 by and between the
Company and Core(9) |
|
10.7 |
|
Form
of Exchange Agreement by and between the Company and SKM dated
September 24, 2020(10) |
|
10.8 |
|
Form
of Asset Purchase and Sale Agreement made and entered into as of
December 14, 2020 by and between the Company and Core Energy, LLC,
Mandalay, LLC and Coal Creek Energy,
LLC(11) |
|
10.9 |
|
Form
of Purchase Agreement by and between the Company and the Investors
dated as of March 16, 2021(12) |
|
10.10 |
|
Assignment
and Bill of Sale, by and between Infinity Energy Resources, Inc.
and Core Energy, LLC, dated as of March 31,
2021(13) |
|
10.11 |
|
Side
Letter, by and between Infinity Energy Resources, Inc. and Core
Energy, LLC, dated as of March 31,
2021(13) |
|
10.12 |
|
Form
of Debt Settlement Agreement, dated as of March 31,
2021(13) |
|
10.13 |
|
Form
of Settlement Agreement by and between the Company and Global
Equity Funding, LLC, dated as of April 1,
2021(15) |
|
10.14 |
|
Form
of Settlement Agreement by and between the Company and Stephen
Cochenet, dated as of April 1, 2021(15) |
|
10.15 |
|
2021
Stock Option and Restricted Stock
Plan(18) |
|
10.16 |
|
Letter
Agreement by and between American Noble Gas, Inc. and U.S. Noble
Gas, LLC(19) |
|
10.17 |
|
Participation Agreement, dated as of
April 4, 2022, by and between the Company and SunFlower
Exploration, LLC (21)
|
|
23.1 |
|
Consent
of RBSM, LLP (21) |
|
23.2 |
|
Consent
of Sullivan & Worcester LLP (included in Exhibit
5.1) |
|
24.1 |
|
Power
of Attorney (included on the signature page to the Registration
Statement) |
(1)
Filed as an exhibit to Form 10 by the Company on May 13,
2011.
(2)
Filed as an exhibit to Amendment No. 2 to Form 10 by the Company on
April 5, 2012.
(3)
Filed as an exhibit to Definitive Schedule 14A filed by the Company
on August 12, 2015.
(4)
Filed as an exhibit to Form 8-K by the Company on May 24,
2019.
(5)
Filed as an exhibit to Form 8-K by the Company on June 3,
2019.
(6)
Filed as an exhibit to Form 8-K by the Company on June 6,
2019.
(7)
Filed as an exhibit to Form 8-K by the Company on June 20,
2019.
(8)
Filed as an exhibit to Form 8-K by the Company on August 25,
2020.
(9)
Filed as an exhibit to Form 8-K by the Company on September 8,
2020.
(10)
Filed as an exhibit to Form 8-K by the Company on September 28,
2020.
(11)
Filed as an exhibit to Form 8-K by the Company on December 15,
2020.
(12)
Filed as an exhibit to Form 8-K by the Company on March 30,
2021.
(13)
Filed as an exhibit to Form 8-K by the Company on April 6,
2021.
(14)
Filed as an exhibit to Form 8-K/A by the Company on April 22,
2021.
(15)
Filed as an exhibit to Form 8-K by the Company on May 11,
2021.
(16)
Filed as an exhibit to Form 8-K by the Company on August 13,
2021.
(17)
Filed as an exhibit to Form 10-Q by the Company on November 12,
2021.
(18)
Filed as an exhibit to Form 8-K by the Company on October 15,
2021.
(19)
Filed as an exhibit to Form 8-K by the Company on November 12,
2021.
(20)
Filed as an exhibit to Form 8-K by the Company on December 13,
2021.
(21)
Filed as an exhibit to Form 10-K by the Company on April 6,
2021.
Infinity Energy Resources (QB) (USOTC:IFNY)
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Infinity Energy Resources (QB) (USOTC:IFNY)
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