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