UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):August 13, 2014
| AMERICAN EAGLE ENERGY CORPORATION |
| (Exact name of registrant as specified in its charter) |
| Nevada | 000-50906 | 20-0237026 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2549 W. Main Street, Suite 202, Littleton, CO | 80120 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(303) 798-5235
| |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 7 – REGULATION FD
Item 7.01. Regulation FD Disclosure.
On August 13, 2014, we announced that we priced our previously announced offering of senior secured notes. We will issue $175 million senior secured notes at 99.059% of par, which will bear interest at a rate of 11% per annum and will mature on September 1, 2019 (the “Notes”). The Notes were offered in a private placement to eligible investors. A copy of our press release of that announcement is furnished and attached hereto as Exhibit 99.1. That press release includes “safe harbor” language pursuant to the Private Securities Litigation Reform Act of 1995, as amended, indicating that certain statements contained in the press release are “forward-looking” rather than historical.
The information referenced under Item 7.01 in this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being “furnished” thereunder and, as such, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information set forth in this Current Report on Form 8-K (including Exhibit 99.1 referenced in Item 9.01 below) shall not be incorporated by reference into any registration statement, report, or other document filed by AMZG pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing. AMZG undertakes no duty or obligation to update or revise information included in this Current Report on Form 8-K or any of the Exhibits.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | Description of Exhibit |
| | |
| 99.1 | Press release of American Eagle Energy Corporation, dated August 13, 2014. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: August 13, 2014 | AMERICAN EAGLE ENERGY CORPORATION |
| | |
| | By: | /s/ Bradley Colby |
| | | Bradley Colby |
| | | President and Chief Executive Officer |
EXHIBIT INDEX
| Exhibit | Description of Exhibit |
| | |
| 99.1 | Press release of American Eagle Energy Corporation, dated August 13, 2014. |
