Current Report Filing (8-k)

 

 

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): June 21, 2019

 

GULFSLOPE ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		000-51638		16-1689008
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employee Identification No.)

 

1331 Lamar St., Suite 1665

Houston, Texas 77010

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: [phone]

 

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 (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 (§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. ☒

 

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.001 per share	GSPE	OTC QB

 

Item 1.01	Entry into a Material Definitive Agreement.

Securities Purchase Agreement

 

On June 21, 2019 GulfSlope Energy, Inc. (the “ Company ”), entered into a Securities Purchase Agreement (“ SPA ”) with one or more buyers identified on the signature pages thereto (“ Buyers ”) attached hereto as Exhibit 10.1. Under the terms of the SPA, the Company will issue and sell to Buyers up to an aggregate of $3,000,000 of convertible debentures (“ Convertible Debentures ”), which shall be convertible (as converted, the “ Conversion Shares ”) into shares of the Company’s common stock, par value $0.001 per share (the “ Common Stock ”), of which $2,100,000 shall be purchased upon the signing of the SPA (the “ First Closing ”), $400,000 shall be purchased upon the filing of a Registration Statement with the U.S. Securities and Exchange Commission (the “ SEC ”) registering the resale of the Conversion Shares by the Buyers, and $500,000 shall be purchased on or about the date the Registration Statement has first been declared effective by the SEC (collectively, the “ Offering ”). The SPA contains customary representations, warranties and agreements by us and customary conditions to closing.

 

Additionally, the sale of the Convertible Debentures is being made pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended (the “ Securities Act ”). See “Convertible Debentures” below.

 

The above description of the SPA does not purport to be complete and is qualified in its entirety by the full text of such SPA, which is incorporated herein and attached hereto as Exhibit 10.1.

 

A copy of the opinion of our Legal Counsel relating to the legality of the issuance and sale of the Transaction Securities in the Offering is attached as Exhibit 5.1 hereto.

 

Convertible Debentures

 

Pursuant to the terms of the SPA, at the First Closing (the “ Issuance Date ”), the Company sold to Buyer a Convertible Debenture. The principal amount of the Convertible Debenture is $2,100,000 (as reduced pursuant to redemption, conversion or otherwise, the “ Principal ”), it has an annual interest rate equal to 8% (the interest paid on the outstanding Principal at the applicable interest rate, the “ Interest ”) and a maturity date of June 21, 2020 (the “ Maturity Date ”), and may be extended at the option of Buyer. At the Maturity Date the Company shall pay to the Holder (as defined in the Convertible Debenture) an amount in cash representing all outstanding Principal and accrued and unpaid Interest.

 

Subject to the terms of the Convertible Debenture, at any time after the Issuance Date, the Holder is entitled to convert at the Conversion Rate (as defined below) any portion of the outstanding and unpaid Principal and accrued Interest (the “ Conversion Amount ”) into fully paid and nonassessable shares of Common Stock. The number of shares of Common Stock issuable upon conversion of any Conversion Amount is determined by dividing (x) such Conversion Amount by (y) the Conversion Price (the “ Conversion Rate ”). The “ Conversion Price ” is the lesser of (x) $0.05 per share or (y) 80% of the lowest daily VWAP price (as reported by Bloomberg, LP) for the ten (10) consecutive trading days immediately preceding the date of determination.

 

The Convertible Debenture contains customary representations, warranties and agreements typical in convertible debentures. The Offering was exempt from registration under Section 4(a)(2) of the Securities Act. The above description of the Convertible Debenture does not purport to be complete and is qualified in its entirety by the full text of the Convertible Debenture, which is incorporated herein attached hereto as Exhibit 10.2.

 

Warrants

 

At the First Closing, the Company issued to Buyer warrants (the “ Warrants ”) to purchase an aggregate of 50.0 million shares (the “ Warrant Shares ”) of Common Stock at an exercise price of $0.04 per share. Such Warrants will expire on the fifth (5 ^th ) anniversary after issuance.

 

The above description of the Warrants does not purport to be complete and is qualified in its entirety by the full text of the Warrant, which is incorporated herein attached hereto as Exhibit 10.3.

 

Registration Rights Agreement

 

In connection with the SPA, the Convertible Debenture and the Warrants, and to induce Buyer to execute and deliver the SPA,the Company agreed to provide certain registration rights under the Securities Act, and the rules and regulations thereunder. Pursuant to the terms of the Registration Rights Agreement, dated as of June 21, 2019, by and among the Company and Buyer (the “ RRA ”), the Company will, on or prior to the 30 ^th calendar day following the date of the RRA, prepare and file with the SEC a Registration Statement (as defined in the RRA) covering the resale by the Buyer of the securities underlying the Convertible Debenture and the Warrant Shares (collectively, the “ Registerable Securities ”). The Registration Statement prepared pursuant the RRA shall register for resale at least 156,000,000 shares of Common Stock issued or to be issued upon conversion of the Convertible Debentures and 50,000,000 shares of Common Stock issued or to be issued upon exercise of the Warrants. The Company’s registration obligations set forth in the RRA, including its obligations to file Registration Statements, obtain effectiveness of Registration Statements, and maintain the continuous effectiveness of Registration Statements that have been declared effective shall begin on the date of the RRA and continue until all the Registrable Securities have been sold or may permanently be sold without any restrictions pursuant to Rule 144. The RRA contains customary representations, warranties and agreements typical of registration rights agreements.

 

The above description of the RRA does not purport to be complete and is qualified in its entirety by the full text of the RRA, which is incorporated herein attached hereto as Exhibit 10.4.

 

Item 3.02

Unregistered Sales of Equity Securities.

The applicable information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.02. The Convertible Debenture was offered and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act.

 

Item 8.01

Other Events.

This report contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express our intentions, beliefs, expectations, strategies, predictions or any other statements related to our future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about our business based, in part, on assumptions made by management. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in our Annual Report on Form 10-K and in other documents that we file from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this report, except as required by law.

 

Item 9.01	Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description
5.1		Opinion of Legal Counsel
10.1		Securities Purchase Agreement dated June 21, 2019, between the Company and the Buyers identified therein
10.2		Convertible Debenture
10.3		Registration Rights Agreement
10.4		Warrant

 

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: June 27, 2019

		Gulfslope Energy, Inc.
		/s/ John N. Seitz
		Name:	John N. Seitz
		Its:	Chief Executive Officer