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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): April 25, 2023
 
TRULEUM, INC.
(Exact name of registrant as specified in its charter)
 
Colorado
  
000-55586
  
90-1020566
(State or other jurisdiction
  
(Commission
  
(I.R.S. Employer
of incorporation)
  
File Number)
  
Identification No.)
 
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
 
Alpha Energy, Inc.
Former name or former address, if changed since last report
 
Securities registered or to be registered pursuant to Section 12(b) of the Act. None
 
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))
 
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 5
Corporate Governance and Management
   
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
 
On April 25, 2023, Truleum, Inc. (formerly known as Alpha Energy, Inc.)(the “Company”) elected four continuing directors for a term of one-year or until their successor has been duly elected and qualified. Each of Robert Flynn, Lacie Kellogg, Mark A. Timm and Isaac Dietrich was elected to the Company’s Board of Directors (“Board”) by written consent of the majority stockholder of the Company. Richard Nummi, our prior director, elected not to stand for re-appointment to the Board of Directors. Each director will continue to serve on the committees to which previously appointed.
 
Each of Mr. Flynn, Mr. Timm and Mr. Dietrich are deemed “independent” as such term is defined by Rule 803 of the NYSE American Company Guide (“Rule 803”). There are no family relationship between the directors and any of our other officers and directors.
 
The Company has adopted a revised Board of Directors compensation plan providing for awards to be made under the Plan and intended to replace the current director compensation plan which had provided for monthly grants to non-employee directors of 4,000 shares of restricted Common Stock per month. Under the new plan, each director shall receive compensation for their service on the Board and receive reimbursements for certain expenses in accordance with the Company’s reimbursement policy.
 
Until the Company’s Common Stock is listed on a national securities exchange, each non-employee director shall receive options to purchase shares of Common Stock valued at $150,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company’s common stock on the last business day of the quarter. The Chairman of each of the Audit, Compensation, and Nomination and Corporate Governance Committees shall receive additional options to purchase shares of the Company’s Common Stock valued at $18,000, $18,000, and $10,000, respectively, by the Black-Scholes pricing model annually, payable quarterly, with an exercise price equal to the closing price of the Company’s common stock on the last business day of the quarter.  Upon the Company’s Common Stock being listed on a national exchange, each non-employee director shall receive (i) cash compensation of $70,000 annually, payable quarterly, in addition to (ii) options to purchase shares of the Company’s Common Stock valued at $80,000 by the Black-Scholes pricing model on an annual basis, payable quarterly, with an exercise price equal to the closing price of the Company’s Common Stock on the last business day of the quarter. The Chairman of each of the Audit, Compensation and Management Development, and Nomination and Corporate Governance Committees shall receive additional cash compensation of $18,000, $18,000, and $10,000, respectively, on an annual basis payable quarterly.  The awards will be issued under and subject to the Plan and have a term of ten years.
 
Each director is required to attend every meeting of the Company’s Board and the respective Board committees on which they serve. If a director is not able to attend a meeting, their quarterly compensation amounts shall be adjusted pro-rata based on the number of meetings attended divided by the total meetings held.
 
Item 5.07
Submission of Matters to a Vote of Security Holders
 
On April 25, 2023, AEI Acquisition Company, LLC (“AEI”), the beneficial owner of 15,880,201 shares of our common stock, par value $0.001 per share (the “Common Stock”) constituting approximately 73% of the issued and outstanding shares of voting capital stock in the Company, executed a written consent in accordance with the By-laws of the Company and Colorado law and approved the following proposals:
 
 
1.
To elect four directors to serve until the 2024 Annual Meeting of Shareholders of the Corporation, or until their successors are duly elected and qualified, or until such director’s earlier death, resignation, disqualification, or removal as follows:
 
Robert J. Flynn, Jr.
Lacie Kellogg
Mark A. Timm
Isaac Dietrich
 
 
 
 
 
2.
To approve the change of the Company’s name to Truleum, Inc. and all amendments to the Articles of Incorporation required to be made with the Secretary of State of Colorado and elsewhere to effect such name change.
 
 
3.
The ratification of the appointment of BF Borgers, CPA, PC as the Company's independent registered public accounting firm for the fiscal year ended December 31, 2023.
 
The actions will be effective May 22, 2023, in accordance with SEC rules, approximately 20 days following mailing of the Company’s Information Statement on Schedule 14C to stockholders.
 
Section 7 – Regulation FD
 
Item 7.01
Regulation FD disclosure
 
On April 27, 2023, the Company issued a press release announcing its results for the fiscal year ended December 31, 2022 and other significant Company milestones. A copy of the press release is attached as Exhibit 99.1 hereto.
 
Section 9 – Financial Statements and Exhibits
 
Item 9.01.
Financial Statements and Exhibits
 
In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K under Item 7.01, including Exhibit 99.1 hereto, shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company's filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing
 
The following exhibits are furnished as part of this Current Report on Form 8-K:
 
(d) Exhibits.
 
Exhibit No.
  
Description of Exhibit
3.1
99.1
104
  
Cover Page Interactive Data File (embedded within the inline XBRL Document)
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
  Truleum, Inc.
   
April 28, 2023
By:
/s/ Jay Leaver
 
Name:
Jay Leaver
 
Title:
President
 
 
 

Exhibit 3.1

 

 

 

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t02.jpg

 

 
 
t03.jpg

 

 

Exhibit 99.1

 

a01.jpg

 

Alpha Energy Inc. Announces Fiscal 2022 Results

 

April 26, 2023 --Golden, CO – Alpha Energy, Inc. (Pink Open Market: APHE) a company acquiring existing oil and gas properties to restart, rework and recomplete, announced that on April 17, 2023, it reported its financial results for the full year ended December 31, 2022.

 

In its Annual Report on Form 10-K, filed with the Securities and Exchange Commission. The audited financial statements are available on the Company’s website and at www.sec.gov.

 

“We are thrilled to report that 2022 was a transformative year for our company, marked by several significant milestones. Despite facing various challenges and uncertainties, we remained committed to our mission and continued to deliver value to our shareholders and customers.” said Jay Leaver, President of the Company.

 

Some of the key achievements we would like to highlight include:

 

Acquisition of the Logan 1 project: We have acquired 34 well bores in Logan County, OK, positioned on 880 gross acres in Logan County and 160 leased acres in Lincoln County, OK, which will significantly enhance our portfolio and increase our production capacity. The Logan 1 Project had a January 1, 2022 PV-10% Proved plus Probable Reserve Valuation of $48,870,000. PV-10 is a non-GAAP measure of the value of the reserves, calculated in accordance with SEC guidelines, calculated at the present value of estimated future revenues less direct expenses discounted at an annual rate of 10%.

 

Establishing Alpha Energy Texas Operations LLC: We organized a wholly owned bonded operator, Alpha Energy Texas Operations LLC, which will enable us to streamline our operations and enhance our control over our assets.

 

Initiating rework and recomplete of well bores: We are committed to maximizing the potential of our existing Logan 1 assets, and this initiative will enable us to increase our production and enhance our operational efficiency.

 

Leasehold activity and Increased Reserves: Due to our leasing activities in 2022 we increased our presence in Logan County, OK to 1,620 gross leased acres, an increase of 84%. Subsequently, this activity also increased our PV-10% Proved plus Probable oil and gas reserves to $78,056,020, a 59% increase from the prior year’s evaluation.

 

Reporting our first Logan County operational revenues: We are proud to have achieved the first operational revenues of $270,627 from our current Logan 1 Project during the quarter ended December 31, 2022, compared to $3,389 of other revenues in the prior year ended December 31, 2021, a significant milestone that demonstrates the potential of our operations. For the fiscal years ended December 31, 2022 and 2021, we reported net loss of $1,582,549 and $1,070,738, respectively.

 

 
 

 

Strengthening our board: We added two new qualified board members and an audit committee chair who satisfies the requirements of the NYSE America Stock Exchange. These new members bring a wealth of experience and expertise in their respective fields and have implemented effective internal procedures and controls to facilitate the achievement of corporate milestones. Their skills and perspectives will be leveraged to enhance the Company’s strategic direction and decision-making.

 

Leaver added, "This has been an exciting year for Alpha Energy, Inc. We have made significant progress in enhancing our operational capacity, expanding our portfolio, and increasing our production. We are pleased to have accomplished so much in such a short period of time, and we believe that these milestones will enable us to deliver significant value to our shareholders in the years ahead. We remain committed to our mission of acquiring abandoned wells, restoring production and boosting productivity. We look forward to continuing to grow and develop our business in the coming years."

 

A copy of our PV-10% Proved plus Probable Reserve Valuation is included as an exhibit to our Annual Report on Form 10-K available at www.sec.gov.

 

 

Safe Harbor

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate”, “believe”, “contemplate”, “could”, “estimate”, “expect”, “intend”, “seek”, “may”, “might”, “plan”, “potential”, “predict”, “project”, “target”, “aim”, “should”, “will”, “would”, or the negative of these words or other similar expressions, although not all forward-looking statements contain these words,. Forward-looking statements are based on Alpha Energy, Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the Alpha Energy, Inc. Annual Report on Form 10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2022. Forward-looking statements contained in this announcement are made as of this date, and Alpha Energy, Inc. undertakes no duty to update such information except as required under applicable law. The SEC permits oil and gas companies, in their filings with the SEC, to disclose only proved, probable and possible reserves. We may use the term “resource” in this news release that the SEC’s guidelines prohibit us from including in filings with the SEC. U.S. investors are urged to consider closely the oil and gas disclosures in our Form 10-K and other reports and filings with the SEC. Copies are available from the SEC and from the Alpha Energy, Inc. website.

 

 

For more information contact Jay Leaver at info@alpha-energy.us.