CITADEL EXPLORATION, INC. (OTCMKTS:COIL) Files An 8-K Unregistered Sales of Equity SecuritiesItem 3.02 Unregistered Sales of Equity Securities
On December 29, 2017, Citadel Exploration, Inc. (the "Company") sold 12,500 shares of its Series A Convertible Participating Preferred Stock (Series A) to subscription agreements, under which the Company raised $250,000 in cash through the sale, in a private placement. Each Series A share, par value $20.00 is convertible into 100 common shares at $0.20. Including previously issued Series A, the Company currently has 394,365 Series A shares outstanding, which convert into 39,436,500 common shares.
Also on December 29, 2017, the Company issued 3,101,736 common shares at $0.20 to Series A Preferred shareholders as payment for interest expense incurred in 2017.
Following this issuance Citadel has 44,449,738 common shares issued and outstanding.
No commissions were paid in connection with the private placements.
The issuance of shares of the Company's common stock in the private placement and debt conversion was made in reliance on the private offering exemption of Section 4(2) of the Securities Act of 1933, as amended, and/or the private offering safe harbor provisions of Rule 506 of Regulation D promulgated thereunder based on the following factors: (i) the number of offerees or purchasers, as applicable, (ii) the absence of general solicitation, (iii) representations obtained from each of the investors in the private placement with respect to their status as accredited investors, (iv) the provision of the type of disclosure that registration would provide, and (v) the placement of restrictive legends on the certificates reflecting the shares of common stock.