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): October 31, 2016 

 

Lucas Energy, Inc.

  (Exact name of registrant as specified in its charter)

 

Nevada   001-32508   20-2660243
(State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.)

 

450 Gears Road, Suite 860, Houston, Texas   77067
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code (713) 528-1881 

 

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))

 

 

 

   

Item 1.01 Entry into a Material Definitive Agreement.

 

On October 31, 2016, Lucas Energy, Inc. (“ we ”, “ us ” and the “ Company ”), entered into an amendment dated October 31, 2016, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, both dated November 13, 2014 (the “ Amendment ”), with Louise H. Rogers (“ Rogers ”), our senior lender. Pursuant to the Amendment, the parties agreed to amend the (a) November 13, 2014 Second Amended Letter Loan Agreement (the “ Amended Letter Loan ”) and (b) November 13, 2014 Second Amended Promissory Note (the “ Amended Note ”), by extending the maturity date thereunder from October 31, 2016 to January 31, 2017. We also agreed to pay $9,000 to Rogers and $9,000 to Robertson Global Credit, LLC, the servicer of the Amended Note, in connection with our entry into the Amendment.

 

The foregoing descriptions of the Amendment are not complete and are qualified in their entirety by reference to the Amendment, which is attached hereto as  Exhibit 10.1 , and incorporated by reference in this Item 1.01. 

 

Item 9.01 Financial Statements and Exhibits.  

 

Exhibit No.   Description
     
10.1*   Amendment Dated October 31, 2016, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, both dated November 13, 2014, by and between Lucas Energy, Inc. and Louise H. Rogers

 

* Filed herewith.

 

 

 

 

SIGNATURE 

 

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.

  

  LUCAS ENERGY, INC.
   
  By:  /s/ Anthony C. Schnur
  Name:   Anthony C. Schnur
  Title:  Chief Executive Officer
     
Date: October 31, 2016    

 

 

 

  

EXHIBIT INDEX

  

Exhibit No.   Description
     
10.1*   Amendment Dated October 31, 2016, to the Second Amended Letter Loan Agreement and the Second Amended Promissory Note, both dated November 13, 2014, by and between Lucas Energy, Inc. and Louise H. Rogers

  

* Filed herewith.

 

 

 

 

 

 

Lucas Energy, Inc. 8-K

 

Exhibit 10.1

 

AMENDMENT DATED OCTOBER 31, 2016, TO THE SECOND
AMENDED LETTER LOAN AGREEMENT AND THE SECOND AMENDED
PROMISSORY NOTE, BOTH DATED NOVEMBER 13, 2014

 

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated December 13, 2014, between CATI Operating, LLC (“ CATI ”), as assignee of Lucas Energy, Inc. (“ LEI ”), and Louise H. Rogers, an individual as her separate property (“ Rogers ”), is entered into and made effective as of the 31st day of October, 2016, assuming all conditions described below are first met. This document is referred to as the “ October 2016 Amendment. ”

 

Recitals

 

On or about November 18, 2014, to be effective November 13, 2014, LEI and Rogers entered into the Second Amended Letter Loan Agreement (“ 2d LLA ”) and the Second Amended Promissory Note (“ 2d Note ”). On August 12, 2015, LEI and Rogers entered into an amendment to the 2d Note and 2d LLA extending the maturity date to September 13, 2015, and including other changes. On August 28, 2015, LEI and Rogers entered into another amendment to the 2d Note and 2d LLA extending the maturity date to October 31, 2016, and including other changes. On or about December 14, 2015, LEI, Rogers, and CATI entered into several agreements under which LEI assigned all of its oil and gas properties and related rights to CATI and CATI became the assignee of LEI under the 2d LLA and the 2d Note (as well as the other Loan Documents).

 

All references to the 2d LLA and the 2d Note include the August 12, 2015 and August 28, 2015, amendments and the December 14, 2015, amendments and assignments. CATI and Rogers now desire to extend the maturity date of the 2d LLA and the 2d Note in exchange for good and valuable consideration to Rogers as set forth below.

 

Terms of October 2016 Amendment

 

In exchange for CATI’s immediate payments of the amount of $9,000.00 to Rogers and $9,000.00 to Robertson Global Credit, LLC, CATI and Rogers desire to amend the Maturity Date as that term is defined in the 2d LLA and the 2d Note (as previously amended) from October 31, 2016, to January 31, 2017 . These payments shall be wired as instructed by counsel for Rogers no later than 12:00 noon on Monday, October 31, 2016. Upon receipt of both of these payments by the intended recipients, this October 2016 Amendment becomes effective. If these payments are not made by this deadline, this Amendment is void and of no force or effect.

 

All capitalized terms in this October 2016 Amendment shall have the meaning given in this document, and if not defined in this document, they shall have the meaning given in the 2d LLA in its Schedule A entitled “ Definitions. ”

 

This October 2016 Amendment is intended to be a part of the 2d LLA and the 2d Note (and all of the other Loan Documents) (as amended), effective as of October 31, 2016, assuming all payments described above have been timely made.

 

Amendment Dated October 31, 2016, to the Second Amended Letter Loan
Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014
Rogers - CATI/October 28, 2016 		Page  1 of 2
   
 

 

CATI and Rogers have duly executed this October 2016 Amendment as of the dates set forth beside their respective signatures.

 

CATI and Rogers agree that electronic signatures shall bind them to the same extent as an original signature. This October 2016 Amendment may be executed in multiple counterparts, which together create a single document.

 

CATI OPERATING, LLC

By Lucas Energy, Inc., its sole Member

 

By: /s/ Anthony C. Schnur   Dated:   October 31, 2016
  Anthony C. Schnur, Chief Executive Officer    

 

 

  

LOUISE H. ROGERS

  

/s/ Louise H. Rogers/by SEC Date of Signature:   October 28, 2016
Louise H. Rogers    
By Sharon E. Conway as her attorney-in-fact    

  

Amendment Dated October 31, 2016, to the Second Amended Letter Loan
Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014
Rogers - CATI/October 28, 2016 		  Page 2 of 2