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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): February 11, 2023
 
ALPHA ENERGY, INC.
(Exact name of registrant as specified in its charter)
 
Colorado
000-55586
90-1020566
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification Number)
 
14143 Denver West Blvd Ste. 100, Golden CO          80401
(Address of principal executive offices)          (Zip Code)
 
 
Registrant’s telephone number, including area code: 1-800-819-0604
 
(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 obligation of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
None
    
 
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. ☐
 
 
 
 
Section 1 – Registrant’s Business and Operations
 
Item 1.01 Entry into a Material Definitive Agreement.
 
On February 11, 2023, the Company and AEI Acquisition Company, LLC. (“AEI”), the Company’s majority shareholder, entered into a First Amendment to Revolving Credit Note (the “Amendment”) which amended the convertible Revolving Credit Note dated June 1, 2021 in the maximum amount of $1,500,000 by and between the Company and AEI (the “Revolving Credit Line”). The Amendment amends the Revolving Credit Line to provide that any outstanding amount of principal and/or interest under the Revolving Credit Line may be converted into fully paid and non-assessable shares of common stock, $0.001 per share par value, at a fixed conversion price of $1.50 per share subject to adjustment for stock dividends, stock splits, recapitalizations, or other similar transactions that affect the rights of common stockholders generally. The Amendment eliminated AEI’s right to convert amounts due under the Revolving Credit Line at market based rates if lower than $1.50 per share. As of the date of this Current Report on Form 8-K no amounts were outstanding under the Revolving Credit Line.
 
AEI has also agreed that the Revolving Credit Line will terminate, and all outstanding and unpaid principal and/or interest thereunder will be paid in full, upon the earlier of (i) the closing of a firm commitment public offering by the Company, and (ii) June 1, 2023.
 
The forgoing description of the terms of the Amendment is subject to and qualified in its entirety by the full text of the Amendment filed as Exhibit 10.2 to this Current Report on Form 8-K which is incorporated herein by reference.
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01. Financial Statements and Exhibits.
 
(d)         Exhibits
 
Exhibit
Number
 Description  
10.1 Revolving Credit Note in the amount of $1,500,000 dated June 1, 2021 (incorporated by reference to Exhibit 10.1 to Company’s Quarterly Report on Form 10-Q filed with the SEC on November 1, 2022)
   
10.2 * First Amendment to Revolving Credit Note, dated February 11, 2023, by and among Alpha Energy, Inc. and AEI Acquisition Company, LLC.
   
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
* Filed herewith
 
 
 
 
SIGNATURES
 
Pursuant to the requirement of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
 
Dated: February 15, 2023
 
 
ALPHA ENERGY, INC.
 
 
/s/ Jay Leaver  
Jay Leaver, President  
 
 
 

Exhibit 10.2

 

FIRST AMENDMENT TO REVOLVING CREDIT NOTE

 

THIS FIRST AMENDMENT (“Amendment”) to the Revolving Credit Note (“Agreement”) dated as of June 1, 2021 by and among Alpha Energy, Inc., a Colorado corporation (the “Company”), AEI Acquisition Company, LLC, (“AEI”), is entered into as of February 11, 2023. Terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.

 

WHEREAS, AEI and Company have previously entered into the Agreement, and desire to amend the Agreement.

 

NOW THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:

 

ARTICLE I

AMENDMENTS

 

Section 2(d) of the Agreement is hereby deleted in its entirety and replaced with the following:

 

(d) The Holder shall have the right from time to time, and at any time during the period beginning on the date of this Agreement, to convert all or any part of the outstanding and unpaid principal and/or interest amount of this Note into fully paid and non-assessable shares of Common Stock, $0.001 per share par value (“Common Stock”), by delivering to the Company a notice of conversion in the form attached hereto as Schedule B; provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates , and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue. The conversion price upon shall be $1.50 per share, subject to adjustment for stock dividends, stock splits, recapitalizations, or other similar transactions that affect the rights of common stockholders generally.

 

 
 

 

ARTICLE II
MISCELLANEOUS PROVISIONS

 

The following provisions shall survive the termination of this Amendment and the Agreements:

 

Section 2.1         Confirmation. Except as modified herein, all terms and provisions of the Agreement (including the exhibits and schedules thereto) are unchanged and remain in full force and effect.

 

Section 2.2         Entire Agreement. This Amendment and the Agreement (as amended hereby) constitute the entire agreement between the Parties with respect to the subject matter of this Amendment and the Agreement and supersede all prior agreements and understandings, both oral and written, between the Parties with respect to the subject matter of hereof.

 

Section 2.3         Amendments and Waivers. No amendment of any provision of this Amendment shall be valid unless the same shall be in writing and signed by each Party. No failure on the part of any Party to exercise any power, right, privilege or remedy under this Amendment, and no delay on the part of any Party in exercising any power, right, privilege or remedy under this Amendment, shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.

 

Section 2.4         Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. Signatures received as a “.pdf” attachment to electronic mail shall be treated as original signatures for all purposes of this Amendment. This Amendment shall become effective when each party hereto shall have received a counterpart hereof signed by all of the other Parties hereto. Until and unless each party has received a counterpart hereof signed by the other party hereto, this Amendment shall have no effect and no party shall have any right or obligation hereunder (whether by virtue of any other oral or written agreement or other communication).

 

[Signatures follow on next page]

 

 
 

 

IN WITNESS WHEREOF, the Parties have caused this Amendment to be executed and delivered as of the date and year first above written.

 

HOLDER:   COMPANY:  
AEI ACQUISITION COMPANY, LLC.   ALPHA ENERGY, INC.  
           
           
By: /s/   By: /s/  
Name: Harry McMillan   Name: Jay Leaver  
Title: Chief Executive Officer   Title: President