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STRATEX OIL & GAS HOLDINGS, INC. FILES (8-K) Disclosing Unregistered Sale of Equity Securities, Financial Statements and Exhibits

June 12, 2014



Item 3.02 Unregistered Sales of Equity Securities.

On June 6, 2014, Stratex Oil & Gas Holdings, Inc. ("we" or the "Company") sold an aggregate of $3,032,860 in principal amount of our 12% Series B Senior Secured Convertible Promissory Notes (the "Notes") to investors in a private offering. The Notes bear interest at the rate of 12% per annum payable quarterly in arrears, and all outstanding principal under the Notes is due and payable on June 6, 2016. The Notes are secured by a first lien on substantially all of the Company's assets, which lien is pari-passu with the lien granted in favor of the holders of the Company's outstanding 12% Series A Senior Secured Convertible Promissory Notes. Holders of the Notes have the option to convert outstanding principal and interest under the Notes into shares of the Company's common stock at a conversion price of $0.30 per share, at any time after the six month anniversary date of their issuance. The Company may, at any time after the six month anniversary date of the issuance of the Notes, elect to redeem all or a portion of the Notes, provided, however, that if the Company elects to redeem the Notes prior to the one year anniversary date from the date of issuance, the Company will be required to deliver an amount of interest equal to what the holder of the Note would have received if such holder held the Note for a period of one year. In connection with the sale of the Notes, the Company also issued to the participants in the private offering, warrants (the "Warrants") exercisable to purchase up to an aggregate of 2,021,957 shares of our common stock at an exercise price of $0.30 per share. The Warrants are immediately exercisable and expire five years following the date of their issuance. The foregoing description of the Notes and the Warrants does not purport to be complete, and is qualified in its entirety by reference to the full text of the form of Notes and Warrants, which are filed herewith as Exhibits 4.1 and 4.2, respectively and incorporated herein by reference.

In connection with the private offering of the Notes and Warrants, the Company received gross proceeds of $3,032,860. We paid our placement agent a fee of $250,786 and issued them a Warrant exercisable for up to 835,954 shares of our common stock at an exercise price of $0.30. The issuance of the Notes and the Warrants were issued under the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. EXHIBIT NUMBER DESCRIPTION 4.1 Form of 12% Series B Senior Secured Convertible Promissory Note 4.2 Form of Warrant 2



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Source: Edgar Glimpses


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