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 reported) November 11, 2014
Commission File Number 000-52727
ELRAY RESOURCES INC. |
(Exact name of registrant as specified in its charter) |
Nevada | 98-0526438 | |
State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization | Identification No.) |
3651 Lindell Road, Suite D 131, Las Vegas, Nevada |
| 89103 |
(Address of principal executive offices) |
| (Zip Code) |
Registrant’s telephone number, including area code: 917.775.9689
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 (see General Instruction A.2. below):
¨ | 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)) |
Item 3.02 Unregistered Sales of Equity Securities.
On November 11, 2013, the Company issued a Convertible Promissory Notes in the principal amount of $50,000 to LG Capital Funding LLC, a New York Limited Liability company("LG"). Pursuant to the terms of the convertible promissory note, the holders have the right to convert any portion of the principal amount thereof at a 45% discount to the average of the three lowest closing bid price over the last 10 trading days prior to the holder’s election to convert.
On March 6, 2014, the Company issued two Convertible Promissory Notes in the principal amount of $37,000 to LG Capital Funding LLC, a New York Limited Liability company. Pursuant to the terms of the convertible promissory note, the holders have the right to convert any portion of the principal amount thereof at a 50% discount to the average of the three lowest closing bid price over the last 15 trading days prior to the holder’s election to convert.
During the month of October and November, 2014, LG has provided notices of its election to convert the Notes in the principal amount of $124,000 and accrued interest of $3,626 into shares, which totaled 340,535,468 shares:
# of Shares | Conversion | |||||||
Date of Conversion Notice | Issued | Price | ||||||
October 2, 2014 | 47,031,766 | 0.00040333 | ||||||
October 7, 2014 | 58,066,680 | 0.00033333 | ||||||
October 8, 2014 | 62,482,056 | 0.00041667 | ||||||
October 28, 2014 | 30,177,545 | 0.00036667 | ||||||
October 29, 2014 | 14,332,745 | 0.00036667 | ||||||
October 30, 2014 | 25,662,842 | 0.00040333 | ||||||
November 5, 2014 | 102,781,834 | 0.00040333 |
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended, for the issuance of the foregoing shares pursuant to Section 4(2) of the Act and/or Rule 506 of Regulation D promulgated thereunder since, among other things, the transaction does not involve a public offering, the purchasers are “accredited investors” and/or qualified institutional buyers, the purchasers have access to information about the Company and its purchase, the purchasers will take the securities for investment and not resale, and the Company is taking appropriate measures to restrict the transfer of the securities.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ELRAY RESOURCES INC. | |||
DATE: November 12, 2014 | By: | /s/ Brian Goodman | |
Name: | Brian Goodman | ||
Title: | President |
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