ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On April 27, 2017, EnerJex Resources, Inc., a Nevada corporation
(the Company) entered into an Additional Issuance Agreement
(Issuance Agreement) with Alpha Capital Anstalt (Purchaser), for
the purchase of 300 shares of Series C preferred stock in
consideration of $300,000, with an option to purchase an
additional 200 shares of Series C preferred stock for an
aggregate purchase price of $200,000.
The Company also entered into a Services Agreement (Service
Agreement) with Camber Energy, Inc., to perform certain
outsourced interim services for $150,000 per month.
The foregoing descriptions of the Issuance Agreement and Service
Agreement, copies of which is attached hereto as Exhibit 10.1 and
Exhibit 10.2, respectively, and the terms of which are
incorporated herein by reference.
Press Release
On April 27, 2017, the Company issued a press release announcing
the transactions described above. A copy of this press release is
attached as Exhibit 99.1. The information in Exhibit 99.1 shall
not be deemed filed for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the Exchange Act), or otherwise
subject to the liabilities of that Section, nor shall it be
deemed incorporated by reference into any registration statement
or other document filed under the Securities Act of 1933, as
amended (the Securities Act), or the Exchange Act.
Item 3.02 Unregistered Sales of Equity
Securities.
The information set forth in Item 1.01 is incorporated by
reference into this Item 3.02.
The shares of Series C preferred stock issued to the Issuance
Agreement have not been registered under the Securities Act and
may not be offered or sold in the United States absent
registration or applicable exemption from registration
requirements.
Item 5:03 Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.
On April 27, 2017, the Company filed a Certificate of Designation
of Preferences, Rights and Limitations of Series C Convertible
Preferred Stock (the Certificate of Designation) . The Company’s
board of directors approved the Certificate of Designation, a
copy of which is filed hereto as Exhibit 3.1.
to the Certificate of Designation of, the Series C preferred
stock is non-voting (except to the extent required by law and
except for certain consent rights relating to amending the
certificate of incorporation or bylaws, and the like), ranks
senior to the common stock with respect to dividends and with
respect to distributions upon a deemed dissolution, liquidation
or winding-up of the Company, and ranks junior to the Company’s
Series A preferred stock and Series B preferred stock with
respect to dividends and with respect to distributions upon a
deemed dissolution, liquidation or winding-up of the Company.
Upon request of the Holders, the Company can seek stockholder
approval to remove the Issuance Limitation described therein and
to allow for further adjustments related to anti-dilution
protection, only if such stockholder approval is obtained.
The Series C preferred stock includes a beneficial ownership
limitation preventing conversion of shares of Series C preferred
stock into more than 9.99% of the number of shares of common
stock outstanding immediately after giving effect to the issuance
of shares of common stock upon conversion of the Series C
preferred stock. In addition, the Company may not convert the
Series C preferred stock into a number of shares of common stock
which, when aggregated with any shares of common stock issued on
or after the original issue date and prior to such conversion
date in connection with any conversion of Series C preferred
stock would exceed 1,683,944 shares of common stock (19.99% of
the outstanding shares as of the original issue date), subject to
adjustment for forward and reverse stock splits,
recapitalizations and the like. In the event conversion of the
Series C preferred is limited to these provisions, each holder
shall be entitled to pro rata portion of the issuable maximum.
The Certificate of Designation also provides: (i) if the Company
issues or agrees to grants, issues, or sells any common stock
equivalents or rights to purchase stock, warrants, securities or
other property pro rata to holders of common stock following the
closing under the Purchase Agreement, the holders of Series C
preferred stock shall be issued the same purchase rights on an
as-converted to common stock basis, and (ii) if the Company
effects a fundamental transaction, then upon any subsequent
conversion of Series C preferred stock, the holder thereof shall
have the right to receive, for each share of common stock that
would have been issuable upon such conversion immediately prior
to the occurrence of such fundamental transaction, the number of
shares of the successors or acquiring corporations common stock
or of our common stock, if the Company is the surviving
corporation, and any additional consideration receivable as a
result of such fundamental transaction by a holder of the number
of shares of common stock into which Series C preferred stock is
convertible immediately prior to such fundamental transaction. A
fundamental transaction means: (a) a merger or consolidation with
or into another entity, (b) any sale of all or substantially all
of our assets in one transaction or a series of related
transactions, (c) any tender offer or exchange offer allowing
holders of our common stock to tender or exchange their shares
for cash, property or securities, and has been accepted by the
holders of 50% or more of the outstanding common stock (d) any
reclassification of our common stock or any compulsory share
exchange by which common stock is effectively converted into or
exchanged for other securities, cash or property, or (e)
consummation of a stock or share purchase agreement or other
business combination with another person whereby such other
person acquires more than 50% of the outstanding shares of common
stock.
The foregoing description is qualified in its entirety by
reference to the Certificate Designation, copy of which is filed
as Exhibit 3.1 hereto, and incorporated herein by reference.
Item 5.07.Submission of Matters to a Vote of Security
Holders
The annual meeting of stockholders of the Company was held on
April 27, 2017.At the annual meeting, the following matters were
submitted to a vote of the Companys security holders with the
results indicated:
Proposal 1 – Election of Directors
The following nominees were elected directors to serve as such
for one year or until their successors have been duly elected and
qualified: Richard Menchaca, Lance Helfert, R. Atticus Lowe, and
James G. Miller.Details concerning the votes relative to each
nominee are set forth below:
| Nominee | For | Withheld | Against | |||||||||
| Richard Menchaca | 4,795,332 | 74,927 | 439,173 | |||||||||
| Lance Helfert | 4,864,919 | 4,532 | 439,970 | |||||||||
| R. Atticus Lowe | 5,267,347 | 4,755 | 37,348 | |||||||||
| James G. Miller | 5,201,687 | 75,154 | 32,591 |
Proposal 2 To Elect two (2) Series A Representatives to Board
of Directors PROSPOSAL WAS TABLED.
Proposal 3 Ratification of Transaction with PWCM Investment
Company IC LLC and Successor Lenders.
Stockholders approved the ratification of the transaction
involving PWCM Investment Company IC LLC and Successor Lenders
whereby (i) Successor Lender would forgive the existing debt of
$17,295,000, in exchange for a secured promissory note in the
amount of $4,500,000; (ii) the conveyance of the Company’s oil
and gas properties and certain other assets in Colorado, Texas
and Nebraska; (iii) the Company’s retention of Kansas assets,
and (iv) the repayment of the loan at full any time during the
term of the Restated Secured Note upon payment of $3,300,000 to
Successor Lenders. Details concerning the vote on proposal 3 are
set forth below:
| For | 5,268,666 | |||
| Against | 34,999 | |||
| Withheld | 5,825 |
Proposal 4 Authorization of Board of Directors to Effect a
Reverse Stock Split of the Outstanding Shares of Common Stock at
an exchange ratio of not less than 1-for-2 and no more than
1-for-25.
Stockholders approved authorizing the Board of Directors to
effect a reverse stock split of the outstanding shares of common
stock at an exchange ratio of not less than 1-for-2 and no more
than 1-for-25. Details concerning the vote on proposal 4 are set
forth below:
| For | 5,116,631 | |||
| Against | 563,700 | |||
| Withheld | 2,833 |
Proposal 5 Conduct an Advisory Vote on the Frequency of the
Advisory Votes on the Compensation of Named Executive
Officers.
Stockholders approved three year for the frequency on a vote to
advise the Company on the compensation of its named executive
officers. Details concerning the vote on proposal 5 are set forth
below:
| One Year | 979,485 | |||
| Two Year | 132,887 | |||
| Three Year | 4,178,043 | |||
| Against | ||||
| Withheld | 9,599 |
Based on the votes set forth above, the stockholders have advised
that they approve of a frequency of an advisory vote on the
compensation of the Companys named executive officers every three
(3) years. In light of the vote of the stockholders on this
proposal, the Company has determined to hold future advisory
stockholder votes on the compensation of its named executive
officers every three (3) years until the next required
stockholder vote on the frequency of such votes is held or until
the Board otherwise determines that a different frequency for
such advisory stockholder votes is in the best interests of the
Companys stockholders.
Proposal 6 Ratification of Appointment of Independent
Registered Public Accounting Firm for Fiscal Year Ending December
31, 2015
Stockholders ratified the appointment of RBSM, LLC as the
Companys independent registered public accounting firm for the
year ending December 31, 2015.Details concerning the vote on
proposal 6 are set forth below:
| For | 5,618,803 | |||
| Against | 3,020 | |||
| Withheld | 3,233 |
Proposal 7 – Ratification of Appointment of Independent
Registered Public Accounting Firm for Fiscal Year Ending December
31, 2016
Stockholders ratified the appointment of RBSM, LLC as the
Companys independent registered public accounting firm for the
year ending December 31, 2016.Details concerning the vote on
proposal 7 are set forth below:
| For | 5,619,744 | |||
| Against | 1,779 | |||
| Withheld | 3,233 |
The Company solicited proxies relative to each of the foregoing
proposals and, as to proposal 1, each nominee to Regulation 14A
under the Securities Exchange Act of 1934.No proxies were
solicited in opposition to any of the proposals.
Item 9.01 Financial Statements and Exhibits
| (d) | Exhibits. |
| 3.1 |
Certificate of Designation of Series C Preferred Stock to be filed with the Nevada Secretary of State. |
|
| 10.1 |
Form of Additional Issuance Agreement among Enerjex Resources, Inc. and Alpha Capital Anstalt effective as of April 27, 2017. |
|
| 10.2 |
Form of Services Agreement among EnerJex Resources, Inc., and Camber Energy, Inc. dated April 27, 2017. |
|
| 99.1 | Press Release dated April 27, 2017. |
About ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP)
EnerJex Resources, Inc. is an independent energy company. The Company is engaged in the acquisition, development, exploitation and production of crude oil and natural gas properties in the United States. The crude oil and natural gas is obtained by the acquisition and subsequent exploration and development of mineral leases. Development and exploration include drilling exploratory or development wells on these leases. These operations are conducted primarily in Kansas, Colorado, Nebraska and Texas. The Company’s Colorado properties include Adena, Hereford, Seven Cross, Niobrara-Colorado and Niobrara-Nebraska. The Company’s Kansas properties include Mississippian Project and Cherokee Project. Its Texas properties include El Toro Project. The Company’s total net proved oil and gas reserves are approximately 2.6 million barrels of oil equivalents (BOE). ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP) Recent Trading Information
ENERJEX RESOURCES, INC. (OTCMKTS:ENRJP) closed its last trading session up +0.20 at 1.25 with 1,700 shares trading hands.