Victory Energy Corporation (OTCMKTS:VYEY) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Amendment to a Material Definitive Agreement.

As previously reported on August 24, 2017, Victory Energy Corporation (the “Company”) entered into a loan agreement (the “Loan Agreement”) with Visionary Private Equity Group I, LP, a Missouri limited partnership (“VPEG”) on August 21, 2017, to which VPEG loaned $500,000 to the Company. Such loan is evidenced by a secured convertible original issue discount promissory note (the “Note”) issued by the Company to VPEG on August 21, 2017. The Note reflects an original issue discount of $50,000 such that the principal amount of the VPEG Note is $550,000, notwithstanding the fact that the loan is in the amount of $500,000. The Note does not bear any interest in addition to the original issue discount; provided that upon the occurrence of an event of default (as defined in the Note), interest upon the unpaid principal amount shall begin to accrue at a rate equal to the lesser of (i) eight percent (8%) per annum or (ii) the maximum interest rate allowed from time to time under applicable law. The Note was to mature on September 1, 2017 and is secured by a security interest in all of the Company’s assets. VPEG has the right, exercisable at any time prior to payment in full, to convert all or any portion of the principal amount then outstanding, plus all accrued but unpaid interest, into shares of the Company’s common stock at a conversion price equal to $0.04 per share, subject to adjustment.

As previously reported on October 17, 2017, the Company and VPEG entered into an amendment to the Loan Agreement and Note, dated October 11, 2017 (“Amendment No. 1”), to which the parties agreed to (i) increase the loan amount to $565,000, (ii) increase the principal amount of the Note to $621,500, reflecting an original issue discount of $56,500 and (iii) extend the maturity date to November 30, 2017.

As previously reported on November 22, 2017, the Company filed Amended and Restated Articles of Incorporation to, among other things, implement a 1-for-38 reverse split of the Company’s outstanding common stock, and such reverse split became effective on November 24, 2017 (the “Reverse Split”).

On January 17, 2018, the Company and VPEG entered into a second amendment to the Loan Agreement and Note (the “Amendment No. 2”), to which the parties agreed (i) to extend the maturity date to a date that is five business days following VPEG’s written demand for payment on the Note; (ii) that VPEG will have the option but not the obligation to loan the Company additional amounts under the Note on the same terms upon the written request of the Company; and (iii) that, in the event that VPEG exercises its option to convert the Note into shares of the Company’s common stock at any time after the maturity date and prior to payment in full of the principal amount of the Note, the Company shall issue to VPEG a five year warrant to purchase a number of additional shares of common stock equal to the number of shares issuable upon such conversion, at an exercise price of $1.52 per share and containing a cashless exercise feature and such other provisions as mutually agreed to by the Company and VPEG. The number of shares that will be issuable to the warrant, if issued and exercised will be, and the exercise price to purchase such shares was, calculated on a post Reverse Split basis.

The foregoing summary of the terms and conditions of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as an exhibit to this report.

The information set forth under Item 1.01 regarding the Note and the Amendment is incorporated by reference into this Item 2.03.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 regarding the issuance of the Note as amended by the Amendment is incorporated by reference into this Item 3.02. The issuance of the Note is being made in reliance upon an exemption from registration provided under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 9.01Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.Description of Exhibit

VICTORY ENERGY CORP Exhibit
EX-10.4 2 amendmentno2tovpegpromisso.htm EXHIBIT 10.4 Exhibit Exhibit 10.4AMENDMENT NO. 2 TO SECURED CONVERTIBLEORIGINAL ISSUE DISCOUNT PROMISSORY NOTE AND TO LOAN AGREEMENTEffective on January 15,…
To view the full exhibit click here

About Victory Energy Corporation (OTCMKTS:VYEY)

Victory Energy Corporation (Victory) is an independent exploration and production company. The Company is engaged in the acquisition, exploration and production of oil and natural gas properties, through its partnership with Aurora Energy Partners (Aurora). The Company has technical and specialized resources located in Midland, Texas. The Company is focused on the acquisition and development of unconventional resource play opportunities in the Permian Basin, the Eagle Ford shale of South Texas and other areas. The Company has approximately 40 gross and over nine net wells, in production. The Company’s portfolio of producing assets includes the Eagle Ford property, the Fairway property, the Bootleg Canyon Ellenberger Field, the Adams-Baggett Gas Field, the Chapman Ranch, the Morgan Property and the Clear Water Wolfberry Resource Play. All of Victory’s assets are located in the United States. The Bootleg Canyon Property, which covers over 4,000 acres, is located in Pecos County, Texas.