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TEXAS SOUTH ENERGY, INC. FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities

August 27, 2014



Item 1.01 Entry into a Material Definitive Agreement

On August 26, 2014, Texas South Energy, Inc. (the "Company") entered into a subscription agreement (the "Subscription Agreement") with an accredited investor under which the Company issued (i) a promissory note in the original principal amount of $1,000,000 (the "Note"), and (ii) a warrant to purchase 2,000,000 shares of the Company's common stock at an exercise price of $0.25 per share (the "Warrant"). The Note matures on June 30, 2015 and will bear interest at a fixed rate of 10% per annum. The Warrant expires on June 30, 2015. The Subscription Agreement, Note and Warrant are each effective as of June 12, 2014.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information included in Item 1.01 of this Form 8-K is herby incorporated by reference into this item 2.03.

Item 3.02 Unregistered Sales of Equity Securities

The information included in Item 1.01 of this Form 8-K is herby incorporated by reference into this item 3.02.

On August 21, 2014, in connection with the Company's convertible note agreement, dated March 10, 2014 (the "Note Agreement"), the Company received notice of conversion from the holders of an aggregate principal amount of $6,993,000, plus accrued interest of $27,436.86 (the "Conversion"). The holders converted the total outstanding principal and interest under the Note Agreement into 35,102,181 shares of our common stock. The Conversion extinguishes the Company's obligations under the Note Agreement, including the promissory notes underlying the Note Agreement.

The issuance of the shares described above was made without registration under the Securities Act of 1933, as amended (the "Act"), in reliance on the exemptions provided by Section 4(a)(2) of the Act, Regulation D under the Act, Regulation S under the Act and in reliance on similar exemptions. No advertising or general solicitation was made in connection with the sale and issuance of the Company's common stock.


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Source: Edgar Glimpses


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