FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement
Foothills Exploration, Inc. (the Company), entered into a
Securities Purchase Agreement with Wilshire Energy Partners, LLC,
to which the Company sold and agreed to issue 200,000 units,
(Units or a Unit in the singular) each consisting of one share
and one common stock purchase warrant, (Warrant and in the
plural, Warrants) at a purchase price of $1.00 per Unit for an
aggregate amount of $200,000. Each Warrant has a term of three
years and is exercisable at $1.50 per share. The agreement, dated
as of May 31 and funded on June 1, 2017, provides for full
ratchet adjustment in the event that the Company sells securities
at a price deemed lower than the per Unit price during the 150
days following completion of the transaction. The Company intends
to utilize the proceeds from this sale for general operating and
corporate matters. Wilshire is a principal shareholder of the
Company. No broker-dealer or placement agent was retained or
involved in this transaction.
The summary of the transactions described above is qualified in
its entirety by reference to the Securities Purchase Agreement
which is filed as Exhibit 10.1 to this report.
Item 3.02 Unregistered Sales of Equity
Securities.
The information provided in response to Item 1.01 of this report
is incorporated by reference into this Item 3.02.The offer and
sale of the securities were made in reliance on the exemption
from registration afforded under Section 4(a)(2) of the
Securities Act and/or Rule 506 of Regulation D under the
Securities Act. The offering and sale were not conducted in
connection with a public offering, and no public solicitation or
advertisement was made or relied upon by the investor in
connection with the offering. This current report on Form 8-K
shall not constitute an offer to sell or the solicitation of an
offer to buy, nor shall such securities be offered or sold in the
United States absent registration or an applicable exemption from
the registration requirements and certificates evidencing such
shares contain a legend stating the same.
Item 5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On June 1, 2017, the Board of Directors of the Company appointed
Kevin J. Sylla as Executive Chairman of the Company. Mr. Sylla
will continue to serve as Director and Chief Executive Officer of
Foothills Petroleum, Inc., the Companys main operating
subsidiary, and will also continue serving as manager of the
Companys indirect subsidiaries, Tiger Energy Operating, LLC
(TEO), Tiger Energy Partners International, LLC (TEPI), and Tiger
Energy Mineral Leasing, LLC (TEML). See Form 8-K filed with the
Commission on March 6, 2017.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 |
Securities Purchase Agreement dated May 31, 2017 between Foothills Exploration, Inc. and Wilshire Energy Partners, LLC. |
About FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP)
Foothills Exploration Inc, formerly Key Link Assets Corp., is a shell company. The Company’s business plan is to acquire small and medium grocery stores in non-urban locales that are not directly served by large national supermarket chains. The Company plans to acquire grocery stores that are approximately 15,000 to 20,000 square feet in size. The Company seeks to drive additional customer traffic to its acquired grocery stores and expand their operating margins through the introduction of new products and services to those stores that lack them, including pharmaceutical services, floral departments, gasoline and other automotive products, prepared foods, lottery service and alcoholic beverages. The Company’s stores will sell non-perishable, perishable and non-food products. The products include various categories, such as grocery, frozen and dairy; produce; meat and seafood; bakery; floral; beer, wine and spirits, and health and beauty care. FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP) Recent Trading Information
FOOTHILLS EXPLORATION, INC. (OTCMKTS:FTXP) closed its last trading session 00.00 at 1.05 with 10,500 shares trading hands.