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): May 29, 2014

  

 

 

ENERJEX RESOURCES, INC.

(Exact Name of Registrant as specified in its charter)

  

 

 

Nevada

(State or other jurisdiction of incorporation)

 

000-30234   88-0422242
(Commissioner File Number)   (IRS Employer Identification No.)

 

4040 Broadway, Suite 508, San Antonio, Texas 78209

(Address of principal executive offices)

 

(210) 451-5545

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 of (17 CFR 240.14d-2(b))

 

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

 

 

 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On May 29, 2014, EnerJex Resources, Inc. (the "Company"), filed with the Nevada Secretary of State a Certificate of Amendment to amend its Amended and Restated Articles of Incorporation, effective after the close of the trading day on May 30, 2014, to effect a 1-for-15 reverse split of its outstanding shares of Common Stock. The Certificate of Amendment was authorized by the Company's Board of Directors on May 12, 2014. A copy of the Certificate of Amendment is filed as an Exhibit to this Report.

 

Item 8:01 Other Events.

 

Effective after close of trading on May 30, 2014, the Company amended its Amended and Restated Articles of Incorporation to effect a 1-for-15 reverse stock split (the "Reverse Stock Split") of the Company's outstanding shares of Common Stock (the "Common Stock"), as previously approved by Company stockholders at the 2013 Annual Meeting of Stockholders held on June 6, 2013. The Common Stock will begin trading on the OTCBB on a split-adjusted basis when the market opens on June 2, 2014.

 

By reason of the Reverse Stock Split, each fifteen (15) shares of the Company's Common Stock will automatically, and without any action on the part of the respective holders, be combined and converted into one (1) issued and outstanding share of Common Stock. The Reverse Stock Split will result in the reduction in the number of issued and outstanding shares of Common Stock from approximately 109,904,028 to approximately 7,326,935. The Reverse Stock Split will affect all issued and outstanding shares of the Company's Common Stock, as well as Common Stock underlying stock options, warrants and convertible preferred stock outstanding immediately prior to the Reverse Stock Split.

 

No fractional shares will be issued as a result of the Reverse Stock Split and all fractional shares to which a stockholder might otherwise be entitled will be rounded up to the nearest whole share. Stockholders holding physical share certificates will receive instructions from the Company's transfer agent, Standard Registrar & Transfer Company, Inc. regarding the process for exchanging their pre-split share certificates for new share certificates. Stockholders with shares held in book-entry form or through a bank, broker or other nominee are not required to take any action and will see the impact of the Reverse Stock Split reflected in their accounts. Beneficial holders may contact their bank, broker, or nominee for more information. Following the Reverse Stock Split, certificates evidencing pre-split shares of Common Stock will evidence only the right to receive a certificate evidencing post-split shares.

 

The Common Stock will continue to trade on OTCBB under the ticker symbol ENRJ. The ticker symbol will temporarily be appended with a "D" to signify the effectiveness of the Reverse Stock Split. The post-split Common Stock will trade under a new CUSIP number, 292758406.

 

On June 2, 2014, the Company issued a press release announcing the Reverse Stock Split, which is incorporated herein by reference as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits

 

(d)           Exhibits.

 

3.1 Certificate of Amendment to Articles of Incorporation as filed with the Nevada Secretary of State.
99.1 Press release dated June 2, 2014.

 

 
 

 

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.

 

  ENERJEX RESOURCES, INC.,
     
Date: June 2, 2014 By: /s/ Robert G. Watson, Jr.
    Robert G. Watson, Jr. Chief Executive Officer and
    President

 

 

 

 

  STATE OF NEVADA  

ROSS MILLER

Secretary of State

SCOTT W ANDERSON

Deputy Secretary

for Commercial Recordings

  OFFICE OF THE  
  SECRETARY OF STATE  

 

Certified Copy

 

May 29, 2014

 

Job Number: C20140529-2816
Reference Number:  
Expedite:  
Through Date:  

 

The undersigned filing officer hereby certifies that the attached copies are true and exact copies of all requested statements and related subsequent documentation filed with the Secretary of State’s Office, Commercial Recordings Division listed on the attached report.

 

Document Number(s) Description Number of Pages
20140391206-68 Amendment 3 Pages/1 Copies

 

  Respectfully,
 
  ROSS MILLER
  Secretary of State

 

Certified By: Nita Hibshman

Certificate Number: C20140529-2816

You may verify this certificate

online at http://www.nvsos.gov/

 

Commercial Recording Division

202 N. Carson Street

Carson City, Nevada 89701-4069

Telephone (775) 684-5708

Fax (775) 684-7138

 

 
 

  

     
     
  ROSS MILLER      
Secretary of State      
204 North Carson Street, Suite 1   Filed in the office of Document Number
Carson City, Nevada 89701-4520   20140391206-68
(775) 684-5708
Website: www.nvsos.gov 		  Filing Date and Time
  Ross Miller 05/29/2014 1:00 PM
      Secretary of State Entity Number
                State of Nevada C7725-1999
Certificate of Amendment      
(PURSUANT TO NRS 78.385 AND 78.390)      
         
         
USE BLACK INK ONLY DO NOT HIGHLIGHT   ABOVE SPACE IS FOR OFFICE USE ONLY

 

Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations

(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)

1.  Name of corporation:

EnerJex Resources, Inc.

 

2.  The articles have been amended as follows: (provide article numbers, if available)

See Attachment A regarding amendment to Article IV - Capital Stock.

 

3.  The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation* have voted in favor of the amendment is: See attachment B

 

4.  Effective date and time of filing: (optional)       Date: May 30, 2014         Time: 4:59  p.m.
  (must not be later than 90 days after the certificate is field)

 

5.  Signature: (required)

 

Signature of Officer

 

*If any proposed amendment would alter or change any preference or any relative or other right given to any class of series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.

 

IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.

 

This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit-After
  Revised: 11-27-13

 

 
 

  

Attachment a

To certification of amendment

Of

EnerJex Resources, Inc.

 

2. The articles have been amended follows:

 

ARTICLE IV - CAPITAL STOCK.

 

Section I. Authorized Shares. The total number of shares that this corporation is authorized to issue is 250,000,000 shares of Common Stock, par value $0.001 per share, and 25,000,000 shares of Preferred Stock, par value$0.001 per share. Preferred stock and additional classes of shares may be issued from time to time as the Board of Directors may determine in its sole judgment and without the necessity of action by the holders of Shares. Upon the effective time of the filing of this Certificate of Amendment with which this Section 1 of this Article IV is being amended, as such effective time is set forth in Section 4 of page 1 of such Certificate of Amendment (the " Effective Time "), each one (1) share of the Corporation's Common Stock, whether issued and outstanding or held by the Corporation as treasury stock, is and shall be reclassified, and changed into 1/15 th of a fully paid and nonassessable share of Common Stock (the " Reverse Stock Split "); provided, however , that no fractional interests in shares of Common Stock shall be issued to any holder of fewer than fifteen (15) shares of Common Stock immediately prior to the Effective Time, and that in lieu of such fractional interests, the Corporation shall pay in cash to each such holder of a fraction of a share immediately following the Reverse Stock Split a price per whole post-Reverse Stock Split share of Common Stock equal to the greater of (i) the product of (x) fifteen (15), multiplied times (y) the average closing price of the Common Stock on the ten (10) trading days ended on the last trading day immediately prior to the day on which the Effective Time of the Reverse Stock Split occurs, or (ii) $11.25 per whole post-Reverse Stock Split share of Common Stock. Each certificate that, immediately prior to the Effective Time, represented shares of Common Stock (" Old Certificates" ), thereafter shall represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been reclassified and changed, subject to the elimination of fractional interests in shares of Common Stock as described above. The authorized number of shares, and par value per share, of Common Stock shall not be affected by the Reverse Stock Split.

 

 
 

 

Attachment B

To certification of amendment

Of

EnerJex Resources, Inc.

 

3.   The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the reverse stock split is:

 

Votes to Reverse Stock Split was approved by 54.94%

 

 

 

 

 

FOR IMMEDIATE RELEASE

 

 

ENERJEX RESOURCES ANNOUNCES PLANS TO LIST ON THE NEW YORK STOCK EXCHANGE

 

San Antonio, Texas (June 2, 2014) – EnerJex Resources, Inc. (OTCMarkets: ENRJ) (“EnerJex” or the “Company”) announced today that it has been cleared to submit a listing application to the NYSE MKT. The Company’s ability to become listed on the NYSE MKT is subject to, among other items, maintaining a minimum market price for its common stock for a sufficient period of time as determined by the NYSE MKT.

 

In an effort to meet the NYSE MKT’s minimum market price requirement and gain exposure to a much broader audience of institutional and retail investors, EnerJex’s Board of Directors unanimously approved a one-for-fifteen reverse stock split effective after the market close on May 30, 2014. This reverse stock split was approved by shareholders at the Company’s 2013 annual meeting, and will take effect with trading beginning on Monday, June 2, 2014.

 

A number of factors were considered by EnerJex’s Board prior to making this decision, including the expectation that this reverse stock split will facilitate the listing of Enerjex's common stock for trading on the NYSE MKT. The Board believes that listing on the NYSE MKT will improve the liquidity of EnerJex’s stock and increase the chances that its trading price will more accurately reflect the underlying value that the Board believes to exist. In addition, the Board believes that listing on the NYSE MKT will enhance the Company’s business development opportunities and improve its access to capital at favorable terms.

 

In considering the impact of the reverse stock split upon the possible trading range of EnerJex's common stock, the Board took into account among other factors, the experience of three other companies that underwent a reverse stock split since the beginning of 2013 in order to qualify for listing on the NYSE MKT. The chart below shows the changes in trading volume and share price experienced by such companies during the 30 and 90 trading days immediately subsequent to such reverse stock splits becoming effective. This chart does not take every factor into consideration, and there can be no assurance of what impact, if any, this reverse stock split or the planned listing on the NYSE MKT may have on the Company’s trading volume and share price.

 

Company

30 Day

Price Change

90 Day Price Change 30 Day Volume Change 90 Day Volume Change
Company 1 +28% +25% +353% +559%
Company 2 +12% +19% +180% +128%
Company 3 -8% +75% +45% +299%
Average +11% +40% +192% +329%

 

 

4040 Broadway Street, Suite 508 | San Antonio, TX 78209 | P: 210.451.5545 | F : 210.463.9297 | WWW.ENERJEX.COM

 

 
 

 

For the interim period, EnerJex’s shares of common stock will continue to trade on the OTCQB market under the symbol ENRJD, with the "D" temporarily added to signify that the reverse stock split has occcured. A new CUSIP number has been assigned to the Company’s common stock as a result of the reverse stock split, and EnerJex now has approximately 7.3 million common shares outstanding. Information letters will be sent to all shareholders of record by EnerJex’s transfer agent, Standard Registrar and Transfer Company, and additional information about the reverse stock split can be found in the Company’s Form 8-K filed today with the Securities and Exchange Commission.

 

Management Comments

 

EnerJex’s CEO, Robert Watson, Jr., commented, “EnerJex has earned the ability to be on a larger stage, and I believe this transaction will prove to be rewarding for shareholders.”

 

About EnerJex Resources, Inc.

 

EnerJex Resources, Inc. is an independent exploration and production company focused on the acquisition and development of oil and natural gas properties located in the mid-continent region of the United States. The Company owns oil and gas leases covering nearly 100,000 net acres in multiple prolific hydrocarbon basins located in four states including Colorado, Kansas, Nebraska, and Texas.

 

EnerJex’s operations are focused in five distinct projects where the company produces oil and natural gas from reservoirs that are characterized by long lived reserves with low production decline rates. Within these projects, the Company has identified more than 500 low-risk drilling locations. Through its large acreage footprint in the Denver-Julesburg (“DJ”) Basin, EnerJex also has significant exposure to emerging oil resource plays that are being pursued by competitors on trend with the Company’s properties. EnerJex’s headquarters are located in San Antonio, Texas, and additional information is available on its website at www.enerjex.com .

 

Forward-Looking Statements

 

This press release and the materials referenced herein include "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements give EnerJex's current expectations or forecasts of future events. The statements in this press release regarding the completion of drilling for and commencement of operations at new wells, successful production at newly drilled wells, expected increases in overall production, the acquisition of operating assets and related agreements, any implied or perceived benefits from any current or future transaction, and any other effects resulting from any of those matters, are forward-looking statements. Such statements involve material risks and uncertainties, including but not limited to: whether newly drilled or newly acquired properties will produce at levels consistent with management's expectations; market conditions; whether we will experience equipment failures and, if they materialize, whether we will be able to fund repair work without materially impairing planned production levels or the availability of capital for further production increases; the ability of EnerJex to meet its loan covenants under the debt facility that is expected to fund the costs of the new wells and to obtain financing from other sources for continued drilling; the costs of operations; delays, and any other difficulties related to producing oil; the ability of EnerJex to integrate the newly producing assets; the ability to retain necessary skilled workers to operate the new producing wells; the price of oil; EnerJex's ability to market and sell produced minerals; the risks and effects of legal and administrative proceedings and governmental regulation; future financial and operational results; competition; general economic conditions; and the ability to manage and continue growth. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. Important factors that could cause actual results to differ materially from the forward-looking statements are set forth in our Form 10-K filed with the SEC. EnerJex undertakes no obligation to revise or update such statements to reflect current events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. EnerJex's production forecasts are dependent upon many assumptions, including estimates of production decline rates from existing wells and the outcome of future drilling activity. Although EnerJex believes the expectations and forecasts reflected in these and other forward-looking statements are reasonable, it can give no assurance they will prove to have been correct. They can be affected by inaccurate assumptions or by known or unknown risks and uncertainties.

 

Contact

 

EnerJex Resources, Inc.

Robert Watson, Jr., CEO

Phone: (210) 451-5545

 

 

4040 Broadway Street, Suite 508 | San Antonio, TX 78209 | P: 210.451.5545 | F : 210.463.9297 | WWW.ENERJEX.COM