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): October 2, 2018
 
 
PETRO RIVER OIL CORP.
(Exact name of Registrant as specified in its Charter)
 
 
 
 
Delaware
000-49760
9800611188
(State or other jurisdiction
of incorporation)
(Commission File No.)
(IRS Employer
Identification No.)
 
55 5 th Avenue, Suite 1702
New York, New York 10003
 
(Address of principal executive offices)
 
 
 
(469) 828-3900
 
(Registrant’s Telephone Number)
 
 
 
Not Applicable
 
(Former name or 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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) 
 
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 Entry into a Material Definitive Agreement
 
On October 2, 2018, Petro River Oil Corp. (the “ Company ”), ICO Liquidating Trust, LLC (“ ICO ”) and LBE Partners, LLC (“ LBE ”), which owns various working interests in several oil and gas wells located in the Hardin oil field in Liberty, Texas, entered into a Membership Interest Purchase Agreement (the “ Purchase Agreement ”), effective September 24, 2018, pursuant to which the Company purchased a 66.67% membership interest in LBE Partners from ICO in exchange for the issuance by the Company of 300,000 shares of the Company’s common stock, par value $0.0001 (the “ Shares ”), to ICO. Concurrently with the execution of the Purchase Agreement, the same parties entered into an Assignment and Assumption Agreement (the “ Assignment Agreement ”), pursuant to which ICO assigned its 66.67% interest in LBE to the Company. Both ICO and LBE are managed by Scot Cohen, the Company’s Executive Chairman.
 
The issuance of the Shares was exempt from registration under the Securities Act in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each Investor represented that it was an “accredited investor” as defined in Regulation D.
   
The foregoing description of the Purchase Agreement and Assignment Agreement do not purport to be complete, and are qualified in their entirety by reference to the Purchase Agreement and Assignment Agreement, attached as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K.
 
Item 3.02 Unregistered Sales of Equity Securities.
 
See Item 1.01.
 
Item 9.01 Financial Statements and Exhibits.
 
See Exhibit Index.
 
 
 
 
 
 
 
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.
 
 
 
 
 
 
 
PETRO RIVER OIL CORP.
 
 
 
 
Date: October 3, 2018
 
By:
/s/ Scot Cohen
 
 
 
Scot Cohen
 
 
 
Executive Chairman
 
 
 
 
 
 
 
 
 
 
 
EXHIBIT INDEX
 
Exhibit No.
 
Description
 
 
 
 
Membership Interest Purchase Agreement, by and between Petro River Oil Corp., ICO Liquidating Trust, LLC and LBE Partners, LLC, dated October 2, 2018
 
Assignment and Assumption Agreement, by and between Petro River Oil Corp., ICO Liquidating Trust, LLC and LBE Partners, LLC, dated October 2, 2018
 
 
 
 
 
 
Exhibit 10.1
 
 MEMBERSHIP INTEREST PURCHASE AGREEMENT
 
This  MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of September 24, 2018 (this “Agreement”), by and among ICO Liquidating Trust, LLC, a Delaware limited liability company (“ICO” and “Seller”), Petro River Oil Corp., a Delaware corporation (“Petro River” and Buyer”), and LBE Partners, LLC, a Delaware limited liability company (the “Company”).
 
WHEREAS, Seller owns 66.67% of the membership interests in the Company (the “ICO Membership Interest”).
 
WHEREAS, Buyer desires to purchase from Seller and Seller desires to sell to Buyer the ICO Membership Interest on the terms and subject to the conditions set forth herein.
 
NOW, THEREFORE, the parties agree as follows:
 
1.  Purchase and Sale of ICO Membership Interest.
 
1.1 Sale and Purchase. At the Closing, Buyer shall purchase from Seller and Seller shall sell to Buyer the ICO Membership Interest for 300,000 shares of common stock, par value $0.0001 of the Seller (having a value of $250,000) (the “Petro River Stock”) subject to the terms and conditions of this Agreement and on the basis of the representations, warranties, covenants and agreements contained herein (the "Sale and Purchase").
 
1.2 Terms of Payment. The Seller shall deliver the Petro River Stock within 5 business days of the Closing.
 
1.3 Closing. The Sale and Purchase shall take place at 10:00 AM on the date hereof at the corporate office of Buyer, which time and place are designated as the "Closing."
 
1.4 Deliveries at Closing. At the Closing, the parties shall execute and deliver an Assignment and Assumption Agreement substantially in the form attached as Exhibit A hereto and such other documents as are customary and reasonably necessary to consummate the transactions contemplated hereby including but not limited all financial documents, bank accounts and bank statements, corporate documents and any other items reasonably requested by Buyer.
 
1.5 Consent by Company. The Company hereby consents to the sale and purchase of the ICO Membership Interest set forth in this Agreement.
 
2.  Representations and Warranties of Seller. Seller hereby represents and warrants as follows:
 
2.1 Organization and Qualification. Seller is a limited liability company duly organized and validly existing under the laws of the State of  Delaware . Seller has all requisite power and authority to carry on its business as currently conducted. Seller is duly qualified to transact business.
 
 
 
 
 
 
 
2.3 Authorization. As of the Closing, all action on the part of Seller, its officers, directors and existing members necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Seller hereunder shall have been taken, and this Agreement, assuming due execution by the parties hereto, will constitute a valid and legally binding obligation of Seller, enforceable in accordance with its respective terms.
 
3.  Representations and Warranties of Buyer. Buyer hereby represents and warrants that:
 
3.1 Investment. Buyer is acquiring the Membership Interests for investment for its own account and not with the view to, or for resale in connection with, any distribution thereof.
 
3.2 Authorization. As of the Closing, all action on the part of Buyer and its respective officers and directors necessary for the authorization, execution and delivery of this Agreement and the performance of all obligations of Buyer hereunder shall have been taken.
 
4.  Miscellaneous.
 
4.1 Governing Law. This Agreement shall be governed in all respects by the laws of the State of  New York , without regard to any provisions thereof relating to conflicts of laws among different jurisdictions.
 
 
 
ALL SIGNATURES ON FOLLOWING PAGE
 
 
 
 
 
 
 
 
IN WITNESS WHEREOF, the parties have executed this Agreement as of the October 2, 2018.
 
 
ICO LIQUIDATING TRUST, LLC
 
PETRO RIVER OIL CORP.
 
 
 
 
 
 
 
By:
 /s/ Scot Cohen
 
By:
  /s/ Stephen Brunner
 
 
Scot Cohen, Manager
 
 
Stephen Brunner, President
 
 
 
  LBE Partners, LLC
 
 
By:
 /s/ Scot Cohen
 
 
 
 
Scot Cohen, Manager
 
 
 
 
 
 
 
 
 
Exhibit 10.2
 
ASSIGNMENT AND ASSUMPTION AGREEMENT
 
THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (as amended, supplemented, or otherwise modified from time to time, this “ Assignment and Assumption ”) is made as of September 24, 2018 (the “ Effective Date ”), by and among LBE Partners, LLC, a Delaware limited liability company (the “ Company ”), ICO Liquidating Trust, LLC (“the “ Assignor ”), and Petro River Oil Corp, a Delaware corporation (the “ Assignee ”).
 
WHEREAS, the Assignor is a member of the Company and owns 66.67% of the membership interests of the Company (collectively, “Membership Interests”);
 
WHEREAS, the Assignors desires to transfer to the Assignee all of its Membership Interest of the Company;
 
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereby agree as follows:
 
1.   Assignment . Each Assignor hereby irrevocably and unconditionally assigns, transfers, and delivers to the Assignee the Membership Interests.
 
2.   Assumption . The Assignee hereby accepts such transfer and assignment of the Membership Interests, and the rights and obligations pertaining thereto.
 
3.   Binding Effect . This Assignment and Assumption will be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns. Except for the parties to this Assignment and Assumption and their respective successors and assigns, no person or entity is or will be entitled to bring any action to enforce any provision of this Assignment and Assumption against any of the parties.
 
4.   Governing Law . THIS ASSIGNMENT AND ASSUMPTION SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF OR ANY OTHER PRINCIPLE THAT COULD RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.
 
5.   Amendment . This Assignment and Assumption may be amended only by written instrument duly signed by each of the parties to this Assignment and Assumption.
 
6.   Further Assurances . Each party to this Assignment and Assumption hereby agrees, without further consideration, to execute and deliver, or cause to be executed and delivered, such additional documents, instruments, conveyances and assurances and take such further action as may be reasonably necessary or conducive to the full performance of the terms and provisions of this Assignment and Assumption.
 
 
7.   Counterparts . This Assignment and Assumption may be executed in one or more counterparts and by facsimile signature, all of which taken together shall constitute one and the same instrument.
 
 
 
 
 
IN WITNESS WHEREOF, the Assignor and the Assignee have duly executed this Assignment and Assumption as of October 2, 2018.
 
 
COMPANY:
 
LBE PARTNERS, LLC
 
 
By: /s/ Scot Cohen
Name: Scot Cohen
Title: Manager
 
ASSIGNOR:
 
ICO LIQUIDATING TRUST, LLC
 
 
By: /s/ Scot Cohen
Name: Scot Cohen
Title: Manager
 
ASSIGNEE:
 
PETRO RIVER OIL CORP.
By: /s/ Stephen Brunner
Name: Stephen Brunner
Title: President