UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 24, 2015
CARDINAL ENERGY GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 000-53923 | 26-0703223 | ||
|
(State
or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS
Employer
Identification No.) |
| 500 Chestnut Street, Suite 1615, Abilene, TX | 79602 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (325) 762-2112
(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 (see General Instruction A.2. below):
[ ] 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))
Item 3.02 Unregistered Sales of Equity Securities .
On or about November 24, 2015, the Company issued to our CEO, Timothy Crawford, 1,000,000 shares of the Company’s restricted Series A Preferred Stock, valued at approximately $100,000 as deferred compensation to Mr. Crawford in recognition for his previous and continued contributions of valuable service and governance to the Company. The issuance of such shares was exempt from registration under the Securities Act of 1933, Section 4(a)(2) thereof.
Item 5.01 Changes in Control of Registrant .
The issuance to Mr. Crawford of the 1,000,000 shares of the Series A Preferred Stock resulted in Mr. Crawford acquiring approximately 65% of the voting securities of the Company.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year .
Effective November 24, 2015, the Company filed with the Nevada Secretary of State a Certificate of Designation in which the Company authorized the creation of 1,000,000 shares of Series A Preferred Stock. Each shares of Series A Preferred stock entitles the holder thereof to 110 votes per share and otherwise has the same rights and privileges as the Company’s common stock.
Item 9.01. Financial Statements and Exhibits .
(d) Exhibits
| Exhibit No. | Description | |
| 3.1(a) | Certificate of Designation |
| 2 |
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.
Date: November 24, 2015
CARDINAL ENERGY GROUP, INC.
| By: | /s/ Timothy W. Crawford | |
| Timothy W. Crawford, | ||
| Chief Executive Officer (principal executive officer) |
| 3 |
Annex A to Certificate of Designation
CARDINAL ENERGY GROUP, INC.
Designation of Preferences, Rights and Limitations of Series A Preferred Stock .
Designation : There shall be a series of the voting preferred stock of the Corporation which shall be designated as the “Series A Preferred Stock,” $0.0001 par value, and the number of shares constituting such series shall be ONE MILLION (1,000,000). Such number of shares may be increased or decreased by resolution of the Board of Directors; provided, however , that no decrease shall reduce the number of shares of Series A Preferred Stock to a number less than that of the shares then outstanding plus the number of shares issuable upon exercise of outstanding rights, options or warrants or upon conversion of outstanding securities issued by the Corporation. The Series A Preferred Stock shall have the following rights, preferences, restrictions and other terms:
Rank: Except as otherwise set forth herein, the holders of the shares of the Series A Preferred (each, a “ Holder ” and collectively the “ Holders ”) shall have the same rights and privileges as the holders of the Common Stock.
Voting Rights:
Formula. On all matters to come before the shareholders of the Corporation, the holders of Series A Preferred shall have that number of votes per share (rounded to the nearest whole share) equal to the product of (x) the number of shares of Series A Preferred held on the record date for the determination of the holders of the shares entitled to vote (the “ Record Date ”), or, if no record date is established, at the date such vote is taken or any written consent of shareholders is first solicited, and (y) 110.
Participation. Except as otherwise expressly provided herein or by applicable law, the Holders of shares of Series A Preferred, the holders of shares of Common Stock, and the holders of shares of any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.
Common Voting Standing. Except as otherwise provided herein, in the Corporation’s Certificate of Incorporation, or its Bylaws, the holders of shares of Series A Preferred Stock, the holders of shares of Common Stock, and the holders of shares of any other capital stock of the Corporation having general voting rights shall vote together as one class on all matters submitted to a vote of stockholders of the Corporation.