Legend Oil and Gas, Ltd. (OTCMKTS:LOGL) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
The disclosure below under Item 3.02 is incorporated by reference
into this Item 1.01.
| Item2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant. |
The information provided in Item 1.01 of this Current Report on
Form 8-K with respect to the issuance and the terms of the
Debenture is incorporated by reference into this Item2.03.
| Item 3.02 | Unregistered Sale of Equity Securities |
On January 3, 2017, the Company entered into a Securities
Purchase Agreement with Hillair Capital Investments, L.P.
(Purchaser) to which it issued an Original Issue Discount
Senior Convertible Debenture (the Debenture) to the
Purchaser in the aggregate amount of $385,000, payable in full on
March 1, 2018. The Debenture is convertible into up to 12,833,333
shares of Common Stock at a conversion price of $.03 per share.
The repayment of the Debenture is unsecured.
After taking into account the original issue discount and
diligence costs and fees, the net proceeds received by the
Company was $345,000.
These transactions are exempt from registration subject to
Section 4(2) of the Securities Act of 1933, as amended (the
Securities Act).
| Item 5.02 |
Departure of Directors or Certain Officer; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Sean M. McAvoy, age 52, was appointed as a director of the
Company as of January 1, 2017. Sean is a founding member, since
2010, of Hillair Capital Management LLC and its affiliated funds.
He has over twenty years of experience in structuring and
negotiating transactions primarily in the public markets. Between
1996 and 2008, Sean was a member of the mergers and acquisitions,
private equity and corporate finance practices at Jones Day, an
international law firm, where he served as a founding partner of
the firms Silicon Valley office from 2002 to 2008. At Jones Day,
Sean represented public companies and their boards of directors,
as well as financial sponsors, in domestic and cross-border
mergers and acquisitions, auctioned dispositions, unsolicited and
negotiated tender offers, leveraged buyouts, including
going-private transactions, and leveraged recapitalizations. Sean
also counseled boards of directors and senior management
regarding corporate governance, fiduciary duty and takeover
preparedness as well as disclosure obligations. Prior to his
corporate legal career, Sean served as a Legislative Aide to
Senator William S. Cohen and as a Professional Staff Member of
the United States Senate Governmental Affairs Committee. Sean
also served as a Special Counsel and senior staff member on
Senator John McCains 2008 presidential campaign. Currently, Sean
serves on the boards of SG Blocks, Inc., the premier innovator
and designer of container-based structures, and The Orvis
Company, Inc., a specialty retailer and sporting goods company
and also on the board of The Pacific Research Institute, a
California-based free-market think tank. Sean is an honors
graduate of Williams College and earned advanced degrees at the
London School of Economics and Political Science, where he was an
AFLSE Scholar, and Georgetown University Law School, where he was
a member of the Georgetown Journal of International Law.
| Item 5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Years. |
Effective January 4, 2017, the Companys Board of Directors and
the sole holder of the Companys Series B Convertible Preferred
Stock (the Series B Preferred Stock) amended its Certificate of
Designation of Preferences, Rights and Limitations of Series B
Convertible Preferred Stock. The amendment increased the number
of designated shares of Series B Preferred Stock from 9,643
shares to 10, 643 shares.
| Item 9.01 | Financial Statements and Exhibits |
| (d) | Exhibits |
| Exhibits | ||
| 3.1 |
Amended Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock dated effective January 4, 2017 |
|
| 4.1 |
Original Discount Senior Convertible Debenture Due March 1, 2018. |
|
| 10.1 | Securities Purchase Agreement dated January 3, 2017. |
About Legend Oil and Gas, Ltd. (OTCMKTS:LOGL)
Legend Oil and Gas, Ltd. is a crude oil hauling and trucking company. The Company has principal operations in the Bakken region of North Dakota. The Company’s segments include Corporate, Trucking and Services. The Company holds interests in Black Diamond Energy Holdings, LLC (Maxxon). Maxxon is a trucking and oil and gas services company that operates in North Dakota. The Company performs hauling services for institutional drilling and exploration companies, as well as crude oil marketers. The Company offers hauling operations in the Bakken in North Dakota, as well as in Colorado. The Company intends to serve the Permian basin of Texas. The Company held interests in oil and gas properties located in the United States. Legend Oil and Gas, Ltd. (OTCMKTS:LOGL) Recent Trading Information
Legend Oil and Gas, Ltd. (OTCMKTS:LOGL) closed its last trading session up +0.00010 at 0.00070 with 1,099,817 shares trading hands.
