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) April 4, 2014
 
 
CITADEL EXPLORATION, INC.
(Exact name of registrant as specified in its charter)

Nevada
000-54639
27-1550482
(State or other jurisdiction of incorporation)
(Commission
File Number)
(IRS Employer Identification No.)

417 31 st Street, Unit A, Newport Beach, CA
92663
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code: ( 949) 612-8040

 
 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
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Section 3 – Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities

On March 31, 2014, Citadel Exploration, Inc. (the "Company") closed on a $500,000 bridge loan from two individual investors.  These notes have a 180 day term and bear interest of 10%.  Additionally the investor’s received 500,000 warrants to purchase the Company’s stock at $1.00 per share for a term of two years.

No commissions were paid in connection with the issuance of the bridge loan. 

On April 7 th , 8 th and 9 th , Citadel will be hosting investors at breakfast roundtables at the annual OGIS (Oil and Gas Investor Symposia) presented by the IPAA (Independent Petroleum Association of America) in New York City.  This event is attended by over 1,000 energy investors and affords Citadel the opportunity to update the investor community on its operations.

The company’s most recent presentation, which will be used at the IPAA event, is available for public view on our website at www.citadelexploration.com .

The issuance of shares of the Company's common stock in the private placement and debt conversion was made in reliance on the private offering exemption of Section 4(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provisions of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from each of the investors in the private placement with respect to their status as accredited investors, (iv) the provision of the type of disclosure that registration would provide, and (v) the placement of restrictive legends on the certificates reflecting the shares of common stock.


 
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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.


 
CITADEL EXPLORATION, INC.
 
     
     
     
 
By:  /s/ Armen Nahabedian
 
 
    Armen Nahabedian
    Chief Executive Officer
 

Date: April 4, 2014


 
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