EXHIBIT 3.1
|
|
|
|
|
|
|
|
|
|
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): November 22, 2017 (November 20, 2017)
|
Victory Energy Corporation |
|
(Exact name of registrant as specified in its charter) |
|
Nevada |
|
002-76219-NY |
|
87-0564462 |
|
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
|
3355 Bee Caves Road, Suite 608 Austin, Texas 78746 |
|
(Address of principal executive offices) |
|
(512)347-7300 |
|
(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 obligation of the registrant under any of the following provisions:
|
o |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
o |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
o |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
o |
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 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company o
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. o
|
|
|
|
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 21, 2017, Victory Energy Corporation (the “the Company”), filed Amended and Restated Articles of Incorporation with the Nevada Secretary of State to, among other things, (i) increase the number of authorized shares of the Company’s common stock from 47,500,000 shares to 300,000,000 shares, (ii) increase the number of authorized shares of the Company’s preferred stock from 2,500,000 shares to 10,000,000 shares, and (iii) implement a 1-for-38 reverse split of the Company’s outstanding common stock. The Amended and Restated Articles became effective on November 21, 2017, but the reverse split will not become effective until November 24, 2017. The Amended and Restated Articles of Incorporation also include the following amendments:
|
|
· | the addition of a provision regarding the Company’s election not to be governed by certain provisions of the Nevada Revised Statutes regulating control share acquisitions; |
|
|
|
|
|
|
· | the removal of a provision regarding the number, election and removal of directors, which is included in the Company’s Amended and Restated Bylaws; and |
|
|
|
|
|
|
· | the removal of a provision regarding the Company’s officers, which is included in our Amended and Restated Bylaws. |
The Amended and Restated Articles of Incorporation were approved by the Company’s Board of Directors on September 14, 2017 and by the Company’s stockholders at the special meeting held on November 20, 2017. For more information regarding the Amended and Restated Articles of Incorporation, please see the Company’s proxy statement filed on October 23, 2017.
Item 5.07 Submission of Maters to a Vote of Security Holders.
On November 20, 2017, the Company’s stockholders voted on the following matters at a special meeting of stockholders:
|
|
1. | To approve an amendment and restatement of the Company’s Amended and Restated Articles of Incorporation to, among other things, (i) increase the number of authorized shares of the common stock, $0.001 par value per share, of the Company from 47,500,000 shares to 300,000,000 shares and increase the number of authorized shares of the preferred stock, $0.001 par value per share, of the Company from 2,500,000 shares to 10,000,000 shares; and (ii) implement a 1-for-38 reverse split of the Company’s outstanding common stock. |
|
|
|
|
|
|
2. | To approve the divestiture of all of the Company’s partnership interests in Aurora Energy Partners, pursuant to the terms and conditions of a divestiture agreement, dated August 21, 2017, between the Company and Navitus Energy Group, as amended. |
|
|
|
|
|
|
3. | To approve the Victory Energy Corporation 2017 Equity Incentive Plan. |
|
|
|
|
|
|
4. | To elect seven (7) director nominees to the Company’s board of directors to serve until the next annual meeting of the Company’s stockholders or until their successors are elected and qualify, subject to their prior death, resignation or removal. |
| 2 |
|
|
Proposal No. 1 – Approve Amended and Restated Articles of Incorporation
The Company’s stockholders cast their votes as set forth below with respect to the approval of the Amended and Restated Articles of Incorporation which, among other things, increases the number of authorized shares of the Company’s common stock and preferred stock and implements a 1-for-38 reverse split of its outstanding common stock.
|
For |
|
Against |
|
Abstain |
|
56,341,590 |
|
25,374 |
|
11,668 |
Proposal No. 2 – Divestiture Proposal
The Company’s stockholders cast their votes as set forth below with respect to the approval of the divesture and transfer (the “Divestiture”) of its 50% ownership interest in Aurora Energy Partners to Navitus Energy Group, which currently owns the remaining 50% interest, in consideration for a release from Navitus of all of the Company’s obligations under the second amended partnership agreement, dated October 1, 2011, between the Company and Navitus, including, without limitation, obligations to return to Navitus investors their accumulated deferred capital, deferred interest and related allocations of equity. In connection with the Divestiture, the Company also agreed to (i) issue 166,549,134 shares of its common stock (or 4,382,872 shares following the planned 1-for-38 reverse stock split) to Navitus and (ii) pay off or otherwise satisfy all indebtedness and other material liabilities of Aurora.
|
For |
|
Against |
|
Abstain |
|
56,356,018 |
|
6,914 |
|
15,700 |
Proposal No. 3 – Approval of 2017 Equity Incentive Plan
The Company's stockholders cast their votes as set forth below with respect to the approval of the Company’s 2017 Equity Incentive Plan.
|
For |
|
Against |
|
Abstain |
|
56,343,216 |
|
21,853 |
|
13,563 |
|
3 |
|
|
Proposal No. 4 – Election of Directors
The Company's stockholders cast their votes as set forth below with respect to the election of directors.
|
Name |
|
For |
|
Withheld |
|
Ronald W. Zamber |
|
56,354,840 |
|
23,792 |
|
Kevin DeLeon |
|
56,356,164 |
|
22,468 |
|
Kenneth Hill |
|
56,355,039 |
|
23,593 |
|
Robert Grenley |
|
56,356,164 |
|
22,468 |
|
Ricardo A. Salas |
|
56,355,964 |
|
22,668 |
|
Julio C. Herrera |
|
56,357,086 |
|
21,546 |
|
Eric Eilertsen |
|
56,357,086 |
|
21,546 |
Item 8.01 Other Events.
On November 21, 2017, the Company issued a press release announcing the voting results from its special meeting of stockholders held on November 20, 2017.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The following exhibits are filed herewith:
Exhibit No.
Description of Exhibit
Amended and Restated Articles of Incorporation of Victory Energy Corporation
Press Release dated November 21, 2017 issued by Victory Energy Corporation
| 4 |
|
|
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.
|
|
VICTORY ENERGY CORPORATION |
|
|
|
|
|
|
|
|
Date: November 22, 2017 |
By: |
/s/ Kenneth Hill |
|
|
|
Name: |
Kenneth Hill |
|
|
|
Title: |
Chief Executive Officer |
|
| 5 |
|
|
EXHIBIT INDEX
|
Exhibit No. |
|
Description of Exhibit |
|
3.1 |
|
Amended and Restated Articles of Incorporation of Victory Energy Corporation |
|
99.1 |
|
Press Release dated November 21, 2017 issued by Victory Energy Corporation |
|
6 |
EXHIBIT 3.1
|
|
|
|
|
|
|
|
EXHIBIT 99.1
|
|
|
Victory Energy Announces Voting Results from Special Meeting of Stockholders |
AUSTIN, TX.--(Globe NewsWire)-- Victory Energy Corporation (OTCQB: VYEY ) ("Victory" or the “Company”), today announced the voting results from its special meetings of stockholders held on November 20, 2017. Approximately 74 percent of all outstanding shares were present or represented by proxy at the meeting.
The Board of Directors had recommended a vote for each of the three stockholder proposals, and each proposal succeeded in receiving affirmative votes from a majority of the total shares that were represented at the meeting and entitled to vote and, accordingly, they all passed. The approximate percentages of the shares present or represented by proxy at the meeting that were voted in favor of each of the three shareholder proposals were as follows:
|
|
· | To approve the amended and restated articles of incorporation: approximately 73.68 percent of the shares that were entitled to vote. |
|
|
· | To approve the divestiture of all the Company’s partnership interests in Aurora Energy Partners: approximately 99.98 percent of the shares that were present or represented by proxy at the meeting and entitled to vote. |
|
|
· | To approve the 2017 Equity Incentive Plan: approximately 99.96 percent of the shares that were present or represented by proxy at the meeting and entitled to vote. |
The Company reported that stockholders approved the election of each of Victory’s seven director nominees. Each director nominee received affirmative votes from approximately 99.96 percent of the shares voted, excluding abstentions and broker non-votes, as follows:
Director Nominee
For
% Vote Withheld
Ronald Zamber
99.96%
0.04%
Kevin Deleon
99.96%
0.04%
Kenneth Hill
99.96%
0.04%
Robert Grenley
99.96%
0.04%
Ricardo Salas
99.96%
0.04%
Julio Herrera
99.96%
0.04%
Eric Eilertsen
99.96%
0.04%
| 1 |
|
|
Kenny Hill, Victory’s Chief Executive Officer commented, “We are pleased that our stockholders voted overwhelmingly to approve this transaction and recognize the value of transforming Victory into a technology-driven, friction reducing oilfield products and services company. We believe this alliance with Liquidmetal Coatings’ affiliate, Armacor Victory Ventures, is a win for both companies and their respective stockholders. The alliance will provide Victory with a combination of patent-protected products, a rapidly developing commercial marketplace and exclusive distribution rights, that we believe create an ideal opportunity to scale product sales distribution and related services quickly into the major oil and gas basins of North America, including the Permian, Oklahoma STACK/SCOOP and Eagle Ford. We believe the Armacor patented brand of mid-pipe coating and RFID enclosure products will provide the perfect entry-point foundation to grow our Company and allow us to play a major role in addressing the industry’s need to operate more effectively in a low commodity price environment. Additional Liquidmetal Coatings products will be brought into market as they are approved by the upstream oil and gas companies who are already performing field testing. To aid in the acceleration of our distribution channels and quickly grow the business, we intend to begin acquiring already-identified U.S. oilfield service companies that are recognized for their quality products and services in the major U.S. oil and natural gas basins they serve.”
The official voting results for each item voted on by stockholders will be disclosed in a report on Form 8-K to be filed shortly with the Securities and Exchange Commission.
About Victory Energy
Victory Energy Corporation (VYEY), is an Austin, Texas based publicly held oil and gas exploration and production Company that is a technology-driven, friction reducing oilfield products and services business. For more information about the Company, please visit www.vyey.com.
About Armacor Victory Ventures, LLC
Armacor Victory Ventures, LLC is an affiliate of Liquidmetal Coatings and the grantor of the global exclusive license to Victory Energy for products and services in oilfield services. Liquidmetal Coatings Armacor® branded materials harness a revolutionary material technology based on amorphous metal technology discovered in conjunction with NASA. Considered one of their top discoveries, it has the potential to fundamentally change the paradigm in material science and the industries for which Liquidmetal Coatings makes products. They harness this technology to produce the world’s leading wear and corrosion solutions. The unique amorphous metal technology protects drill pipe, casings, and other critical assets to a degree that competitors have historically proven unable to match. This allows oil and gas producers, drillers and even applicators to maximize their asset management and field efficiencies.
| 2 |
|
|
Forward Looking Statements
This press release contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934. All statements, other than statements of historical facts, included in this press release that address activities, events or developments that the Company expects, believes or anticipates will or may occur in the future are forward-looking statements. These statements are based on certain assumptions made by the Company based on management’s experience, perception of historical trends and technical analyses, current conditions, anticipated future developments and other factors believed to be appropriate and reasonable by management. When used in this press release, the words “will,” “potential,” “believe,” “estimated,” “intend,” “expect,” “may,” “should,” “anticipate,” “could,” “plan,” “project,” or their negatives, other similar expressions or the statements that include those words, are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.
Among these forward-looking statements are statements regarding (a) management’s ability to transform Victory into a technology-driven, friction reducing oilfield products and services company, (b) the benefits of an alliance with Liquidmetal Coatings’ affiliate, Armacor Victory Ventures, (c) Victory’s ability to utilize patent-protected products to grow Victory’s revenues and achieve profitability, (d) the rapid nature of the growth of the commercial marketplace for Liquidmetal products, (e) Victory’s ability to scale product sales distribution and related services quickly into the major oil and gas basins of North America, including the Permian, Oklahoma STACK/SCOOP and Eagle Ford, (f) Victory’s ability to play a major role in addressing the industry’s need to operate more effectively in a low commodity price environment, (g) Victory’s ability to bring in additional Liquidmetal Coatings products in the future, and (h) the Victory’s ability to acquire already-identified U.S. oilfield service companies. Such forward-looking statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond the control of the Company, which may cause actual results to differ materially from those implied or expressed by the forward-looking statements, including but not limited to, the ability of Armacor Victory Ventures to make the $5 million capital contribution contemplated by our Transaction Agreement with Armacor Victory Ventures or our ability to otherwise finance our new business plan, our ability to successfully complete pending or expected acquisitions, integrate them with our operations and realize the anticipated benefits from the acquisitions, any unexpected costs or delays in connection with the acquisitions, our ability to finance the acquisition on terms acceptable to us or at all and other factors described in the Company Annual Report on Form 10-K for the fiscal year ended December 31, 2016 and any updates to those risk factors set forth in the Company’s Quarterly Reports on Form 10-Q filed thereafter. Further information on such assumptions, risks and uncertainties is available in the Company’s other filings with the Securities and Exchange Commission (“SEC”) that are available on the SEC’s website at www.sec.gov, and on the Company’s website at www.vyey.com.
| 3 |
|
|
Any forward-looking statement speaks only as of the date on which such statement is made and the Company undertakes no obligation to correct or update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
Investor and Media Contact:
Al Petrie Advisors
Clay Jeansonne
713-824-6368
clay@alpetrie.com
Victory Energy Corporation: Kenneth Hill - Chief Executive Officer
Phone: 512-347-7300
Kenny@vyey.com
Armacor Victory Ventures Investor and Media Contact: Rachel Cui
Phone: 281-359-1283
Rachel.cui@liquidmetal-coatings.com
|
4 |
