GULFSLOPE ENERGY, INC. (OTCMKTS:GSPE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On October 22, 2019, GulfSlope Energy, Inc. (the “Company”) and Delek GOM Investments, LLC (“Delek”), executed a Post-Drilling Agreement Regarding Certain Issues (the “Agreement”). The Agreement provides, among other things, that the Company (i) issue to Delek 38,423,221 shares of common stock of the Company (the “Insurance Proceeds Shares”) as compensation with respect to certain insurance proceeds received in connection with drilling of the Tau well prospect, (ii) that as payoff for the Company’s outstanding obligations of $1,220,548 (“Term Loan Payoff”) to Delek under the Term Loan Agreement entered into between the Company and Delek on March 1, 2019, the Company issue a convertible debenture (the “Convertible Debenture”) to Delek in a principal amount equal to the Term Loan Payoff, as a consequence of which the Term Loan Agreement has been terminated, (iii) that the Security Agreement entered into between the Company and Delek on March 1, 2019, be amended to release all liens and security interests Delek may hold in properties of the Company other than those attributable to the Tau well, and (iv) that the Registration Rights Agreement entered into between the Company and Delek on March 25, 2019, be amended to extend Delek’s rights thereunder to the shares underlying the Convertible Debenture, discussed below.
The Convertible Debenture is convertible at the option of Delek at any time in whole or in part for up to 24,410,960 shares of Common Stock at a conversion price of $0.05 per share. Interest on the Convertible Debenture is accruable at 12% per annum and the maturity of the Convertible Debenture is October 22, 2020 (which interest rate will increase to 15% per annum upon any Event of Default as defined in the Convertible Debenture). The Company has a right to prepay the Convertible Debenture prior to maturity for an amount equal to the outstanding principal balance plus accrued and unpaid interest. Absent any restrictions under the federal securities laws, Delek’s ability to sell shares of common stock of the Company issued upon conversion of the Convertible Debenture will be limited, in any one-month period, to 10% (ten percent) of the total volume of such converted shares.
A copy of the Convertible Debenture is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Item 1.02 Termination of a Material Definitive Agreement.
To the extent applicable, information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 1.02.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
To the extent applicable, information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.
Item 3.02 Unregistered Sales of Equity Securities.
To the extent 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 Insurance Proceeds Shares and the Convertible Debenture were issued to Delek to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.
|10.1||Convertible Debenture executed October 22, 2019.|
GULFSLOPE ENERGY, INC. Exhibit
EX-10.1 2 ex10-1.htm CONVERTIBLE DEBENTURES Gulfslope Energy,…
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About GULFSLOPE ENERGY, INC. (OTCMKTS:GSPE)
GulfSlope Energy, Inc. (GulfSlope) is an independent oil and natural gas exploration company. The Company’s interests are concentrated in the United States Gulf of Mexico (GOM) federal waters offshore Louisiana. The Company focuses on identifying oil and gas prospects. As of September 30, 2015, the Company had identified and acquired leases on approximately 20 prospects containing hydrocarbon deposits. As of September 30, 2015, the Company had leased approximately 20 federal Outer Continental Shelf blocks (leases). As of September 30, 2015, the Company had licensed approximately 2.2 million acres of three-dimensional (3D) seismic data in its area of concentration and evaluated the data using interpretation technologies. As of September 30, 2015, the Company had not generated any revenues.