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): January 17, 2018 (January 15, 2018)

Victory Energy Corporation

(Exact name of registrant as specified in its charter)


    Nevada        002-76219-NY        87-0564472     

(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:

[ ]    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.    [ ]








Item 1.01    Amendment to a Material Definitive Agreement.

As previously reported on August 24, 2017, Victory Energy Corporation (the “Company”) entered into a loan agreement (the “Loan Agreement”) with Visionary Private Equity Group I, LP, a Missouri limited partnership (“VPEG”) on August 21, 2017, pursuant to which VPEG loaned $500,000 to the Company. Such loan is evidenced by a secured convertible original issue discount promissory note (the “Note”) issued by the Company to VPEG on August 21, 2017. The Note reflects an original issue discount of $50,000 such that the principal amount of the VPEG Note is $550,000, notwithstanding the fact that the loan is in the amount of $500,000. The Note does not bear any interest in addition to the original issue discount; provided that upon the occurrence of an event of default (as defined in the Note), interest upon the unpaid principal amount shall begin to accrue at a rate equal to the lesser of (i) eight percent (8%) per annum or (ii) the maximum interest rate allowed from time to time under applicable law. The Note was to mature on September 1, 2017 and is secured by a security interest in all of the Company’s assets. VPEG has the right, exercisable at any time prior to payment in full, to convert all or any portion of the principal amount then outstanding, plus all accrued but unpaid interest, into shares of the Company’s common stock at a conversion price equal to $0.04 per share, subject to adjustment.

As previously reported on October 17, 2017, the Company and VPEG entered into an amendment to the Loan Agreement and Note, dated October 11, 2017 (“Amendment No. 1”), pursuant to which the parties agreed to (i) increase the loan amount to $565,000, (ii) increase the principal amount of the Note to $621,500, reflecting an original issue discount of $56,500 and (iii) extend the maturity date to November 30, 2017.

As previously reported on November 22, 2017, the Company filed Amended and Restated Articles of Incorporation to, among other things, implement a 1-for-38 reverse split of the Company’s outstanding common stock, and such reverse split became effective on November 24, 2017 (the “Reverse Split”).

On January 17, 2018, the Company and VPEG entered into a second amendment to the Loan Agreement and Note (the “Amendment No. 2”), pursuant to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG’s written demand for payment on the Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the Note on the same terms upon the written request of the Company; and (iii) that, in the event that VPEG exercises its option to convert the Note into shares of the Company’s common stock at any time after the maturity date and prior to payment in full of the principal amount of the Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share and containing a cashless exercise feature and such other provisions as mutually agreed to by the Company and VPEG. The number of shares that will be issuable pursuant to the warrant, if issued and exercised will be, and the exercise price to purchase such shares was, calculated on a post Reverse Split basis.

The foregoing summary of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as an exhibit to this report.

Item 2.03
Creation of a Direct Financial Obligation or an Obligation of an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 regarding the Note and the Amendment is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 regarding the issuance of the Note as amended by the Amendment is incorporated by reference into this Item 3.02. The issuance of the Note is being made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.








Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.    Description of Exhibit

10.1
Loan Agreement, dated August 21, 2017, between Visionary Private Equity Group I, LP and Victory Energy Corporation (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on August 24, 2017)

10.2
Secured Convertible Original Issue Discount Promissory Note issued by Victory Energy Corporation to Visionary Private Equity Group I, LP on August 21, 2017 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on August 24, 2017)

10.3
Amendment No. 1 to Secured Convertible Original Issue Discount Promissory Note and to Loan Agreement, dated October 11, 2017 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 17, 2017)

10.4
Amendment No. 2 to Secured Convertible Original Issue Discount Promissory Note and to Loan Agreement, dated January 17, 2018








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: January 17, 2018     /s/ Kenneth Hill

Name: Kenneth Hill
Title: Chief Executive Officer








EXHIBIT INDEX

Exhibit No.    Description of Exhibit

10.1

10.2

10.3

10.4





Exhibit 10.4


AMENDMENT NO. 2 TO SECURED CONVERTIBLE
ORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND TO LOAN AGREEMENT

Effective on January 15, 2018 (the “ Effective Date ”), each of (i) the Secured Convertible Original Issue Discount Promissory Note, dated August 21, 2017, as amended on October 11, 2017, issued by V ICTORY E NERGY C ORPORATION to V ISIONARY P RIVATE E QUITY G ROUP I, LP in the principal amount of $621,500 (as amended, the “ Note ”), and (ii) the Loan Agreement, dated August 21, 2017, as amended on October 11, 2017, by and between V ICTORY E NERGY C ORPORATION and V ISIONARY P RIVATE E QUITY G ROUP I, LP (as amended, the “ Loan Agreement ”), are hereby amended as follows:

1. Extension of Maturity Date . The Maturity Date is hereby amended to a date that is five (5) business days following the written demand of the Lender for payment on the Loan.

2. Option to Loan Additional Amounts. Upon the written request of the Borrower, the Lender shall have the option, but not the obligation, to loan to the Borrower additional amounts on the terms specified in the Note and Loan Agreement. If the Lender elects to loan additional amounts to the Borrower it shall deliver to the Borrower a written notice that indicates (a) the amount of the additional loan, (b) the new principal amount of the Note, (c) the new loan amount, and (d) the new aggregate original issue discount amount. Such notice, after funding of the additional loan amount, shall automatically, and without any action on the party of the Borrower or the Lender, be deemed to be an amendment to the Note and Loan Agreement that reflects the terms described in the Lender’s written notice. The Lender’s written notice shall be evidence of the additional loan amount absent manifest error.

3. Warrant . In the event the Lender exercises its right to convert the Note into Shares pursuant to Section 5 of the Loan Documents, the Borrower shall issue to the Lender on the date of such conversion a warrant to purchase a number of shares of Common Stock equal to the number of Shares issuable upon such conversion of the Note, the terms of which shall be mutually agreeable to the parties; provided that the warrant shall have a five (5) year term and the exercise price shall be $1.52 per share with the ability of the lender to exercise the warrant on a cashless basis.

4. Reverse Stock Split . On November 21, 2017, the Company filed Amended and Restated Articles of Incorporation to, among other things, implement a 1-for-38 reverse split of the Company’s outstanding Common Stock, and such reverse split became effective on November 24, 2017. The exercise price of the warrant described in Section 3 herein is, and the number of shares issuable upon the exercise of such warrant will be, calculated on a post-reverse split basis.








5. Ratification of Remaining Provisions . Except as expressly set forth herein, all of the provisions of the Note and the Loan Agreement shall remain in full force and effect.

6. Definitions . All capitalized terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement.

[ Signature Page Follows ]








IN WITNESS WHEREOF, the undersigned has caused this Amendment No. 2 to Secured Convertible Original Issue Discount Promissory Note and to Loan Agreement to be executed by its duly authorized officers on the Effective Date.


V ISIONARY P RIVATE E QUITY G ROUP I, LP, B Y : V ISIONARY PE GP I, LLC,
AMENDMENTNO2TOVPEGPRO_IMAGE1.GIF its General Partner


By:      Name: Ronald Zamber
Title: Senior Managing Director


AMENDMENTNO2TOVPEGPRO_IMAGE2.GIF V ICTORY E NERGY C ORPORATION


By:      Name: Kenneth Hill
Title: Chief Executive Officer


CONSENT OF ARMACOR

The undersigned, on behalf of Armacor Victory Ventures, LLC, consents to the foregoing amendment to the Loan Agreement and Note, which, among other things, results in an increase of the principal amount of the Note.

AMENDMENTNO2TOVPEGPRO_IMAGE3.GIF A RMACOR V ICTORY V ENTURES , LLC


By:      Name: Rick Salas
Title: President