UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) October 4, 2023
White River Energy Corp
(Exact name of registrant as specified in its charter)
| Nevada | | 333-268707 | | 45-3797537 |
| (State or other jurisdiction | | (Commission | | (IRS Employer |
| of incorporation) | | File Number) | | Identification No.) |
| 609 W/ Dickson St., Suite 102 G | | |
| Fayetteville, AR | | 72701 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (800) 203-5610
N/A
(Former name or former address, if changed since last report.)
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 4, 2023, the Board of Directors of the Company approved, and the Company filed with the Nevada Secretary of State, the Certificate of Designation authorizing the issuance of up to 250 shares of Series D Convertible Preferred Stock (the “Series D”) and setting forth the rights, preferences and limitations of such Series D.
The Series D has a stated value of $5,000 per share, and is convertible into a number of shares of common stock determined by dividing the stated value by the conversion price of $1.00, subject to a 4.99% beneficial ownership limitation which may be increased to 9.99% upon 61 days’ notice. The Series D do not carry any voting rights or other special rights or preferences.
The foregoing description of the terms of the Series D does not purport to be complete and is qualified in its entirety by reference to the full text of Certificate of Designation for the Series D, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
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.
| | White River Energy Corp |
| | | |
| Date: October 11, 2023 | By: | /s/ Randy May |
| | Name: | Randy May |
| | Title: | Chief Executive Officer |
