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):November 19, 2014
INFINITY ENERGY RESOURCES, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | | 0-17204 | | 20-3126427 |
(State or other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
11900 College Blvd, Suite 310, Overland Park, KS 66210
(Address of Principal Executive Offices) (Zip Code)
(913) 948-9512
(Registrant’s telephone number, including area code)
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)) |
| Item2.03 | CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
On December 27, 2013 Infinity Energy Resources, Inc. (the “Company”) borrowed $1,050,000 under an unsecured credit facility with a private, third-party lender. The facility is represented by a promissory note (the “Note”). Effective November 19, 2014 the Company and the lender agreed to extend the maturity date of the Note from December 7, 2014 to April 7, 2015 (the “New Maturity Date”). All other terms of the Note remain the same.
The Note may be prepaid without penalty at any time. The Note is subordinated to all existing and future senior indebtedness, as such terms are defined in the Note.
In connection with the loan, the Company granted the lender a warrant (the “Warrant”) exercisable to purchase 1,000,000 shares of its common stock at an exercise price of $1.50 per share. In connection with the extension of the maturity date of the Note to the New Maturity Date, the Company decreased the exercise price of the Warrant to $1.00 per share and extended the term of the Warrant to a period commencing April 7, 2015 and expiring on the third anniversary of such date. The Company issued no additional warrants to the lender in connection with the extension of the Note to the New Maturity Date. If the Company fails to pay the Note on or before its New Maturity Date, the number of shares issuable under the Warrant increases to 13,333,333 and the exercise price drops to $0.075 per share. All other terms of the Warrant remain the same.
In connection with a previous extension of the Note, the Company entered into a Revenue Sharing Agreement with the lender to grant it an irrevocable right to receive a monthly payment equal to one half of one percent (1/2%) of the gross revenue derived from the share of all hydrocarbons produced at the wellhead from the Nicaraguan Concessions and any other oil and gas concessions that the Company and its affiliates may acquire. This percent increased to one percent (1%) under such Agreement because the Company did not pay the Note in full by August 7, 2014.
The information contained in this current report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
| Item9.01 | FINANCIAL STATEMENT AND EXHIBITS |
(d) Exhibits
| 10.41 | | Third Amendment to Promissory Note, dated November 19, 2014 |
| | | |
| 10.42 | | Third Amendment to Common Stock Purchase Warrant, dated November 19, 2014 |
| | | |
| 10.43 | | First Amendment to Revenue Sharing Agreement, dated November 19, 2014 |
| | | |
| 10.44 | | Revenue Sharing Agreement, dated May 30, 2014 |
| 10.45 | | Loan Extension Agreement, dated November 19, 2014 |
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.
Date: November 20, 2014
| | Infinity Energy Resources, Inc. |
| | | |
| | By: | /s/ Stanton E. Ross |
| | Name: | Stanton E. Ross |
| | Title: | President and Chief Executive Officer |
