EnerJex Resources, Inc. (OTCMKTS:ENRJP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
Private Placement
On November 21, 2017, Alpha Capital Anstalt (“Alpha”) signed a binding commitment letter with Enerjex Resources, Inc. (the “Company” or “Enerjex”) to provide prior to or at the closing of the merger, among the Company, its wholly-owned subsidiary and AG Eagle Aerial Systems, Inc. (the “Merger”) a minimum of $4 million in new equity capital at a pre-money valuation of between $16 million and $25 million (the “Private Placement”). Per the terms of this commitment letter, in the event any unaffiliated third parties of EnerJex participate in the Private Placement, Alpha’s obligations to fund the Private Placement shall be reduced by such aggregate gross dollar amount funded by such unaffiliated third parties. Alpha has also agreed to convert all notes they hold from the Company into equity at the closing of the Merger. For their funding commitment, Alpha will receive a fee equal to 2.5% of the Company’s outstanding common stock on a fully diluted basis payable at the closing of the Merger. Alpha’s obligations to fund the Private Placement shall terminate on the earlier to occur of (i) the consummation of the Merger, and (ii) March 31, 2018. The Company further agreed that, at no time from the date hereof until the consummation of the Merger, shall it provide or disclose to Alpha any “material non-public information” regarding itself, without the prior consent of Alpha. The funding of the Private Placement is subject to standard conditions such as accuracy of representations and warranties provided in the Merger Agreement, and other similar conditions.
The securities will not be or have not been registered under The Securities Act of 1933 and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements
The above agreement is qualified in its entirety by the contract between the Company and Alpha Capital Anstalt. A copy hereof is attached at Exhibit 10.01 and incorporated by reference herein.
| Item 1.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing |
In response from an October 19, 2017 notice from NYSE Regulation, Inc. that the Company is not in compliance with certain NYSE American continued listing standards relating to stockholders’ equity, on November 20th, 2017, the Company filed a compliance plan to evidence compliance with all applicable criteria for listing on the NYSE American and in particular Section 1003(a)(i). The combined company will be required to meet the NYSE American’s initial listing requirements.
| Item 1.01. | Financial Statements and Exhibits. |
EnerJex Resources, Inc. ExhibitEX-10.1 2 tv480269_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Enerjex Resources,…To view the full exhibit click here
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).
