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 26, 2017
PETROSHARE CORP.
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(Exact name of registrant as specified in its charter)
Colorado 001-37943 46-1454523
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(State or other jurisdiction Commission File No.) (IRS Employer
of incorporation) Identification No.)
9635 Maroon Circle, Suite 400
Englewood, CO 80112
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (303) 500-1160
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N/A
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(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 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(b) under the Exchange Act 17 CFR
240.14a-12(b))
[ ] 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))
Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (ss.203.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (ss.204.12b-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 2.03. Creation of a Direct Financial or an Obligation Under an Off-Balance
Sheet Arrangement of a Registrant.
On October 26 2017, the Company sold Series B Unsecured Convertible
Promissory Notes (the "Series B Notes") in the principal amount of $405,000 to
six accredited investors, which included one of the Company's directors who
purchased a Series B Note in the principal amount of $50,000. The Series B Notes
are unsecured, bear interest at 15% per year and are due and payable on December
31, 2018. At the option of the holders of the Series B Notes, the principal
amount of the Notes, and any accrued but unpaid interest, are convertible into
shares of the Company's common stock at a conversion price of $1.50 per share.
The Company paid sales commissions of $24,325 to GVC Capital LLC, the placement
agent for the offering, in connection with the sale of these Series B Notes.
The October 26, 2017 closing was the final closing pursuant to the ongoing
Series B offering. The total notes sold amounted to $4,724,900 in principal. Ten
of the Company's officers and directors collectively purchased $570,000 Series B
Notes. The Company paid total commissions in the amount of $204,203 to GVC
Capital LLC, and incurred additional expenses of $1,000, in connection with the
sale of the Series B Notes.
Pursuant to the offering, on October 16, 2017 the Company converted
$5,166,800 in principal and $137,706 in accrued interest into 4,697,090 and
125,187 common shares of the Company, respectively.
The notes and accrued interest were converted at $1.10 per share. The
market value of the shares on the date of conversion was $1.38. The Company
intends to pay cash of approximately $22,600 for accrued interest not converted
into shares of the Company's common stock.
The Company will recognize a loss on conversion, related to a reduction in
the effective conversion price from $1.50 to $1.10. This loss will be recorded
during the fourth quarter 2017.
See the Company's 8-K reports filed on September 25, 2017 and October 20,
2017 for information concerning prior sales of the Series B notes.
Item 3.02. Unregistered Sales of Equity Securities.
The Company relied upon the exemption provided by Rule 506 of the
Securities and Exchange Commission with respect to the issuance of the
securities described in Item 2.03 of this report. The persons who acquired these
securities were sophisticated investors and were provided full information
regarding the Company. There was no general solicitation in connection with the
offer or sale of these securities. The persons who acquired these securities
acquired them for their own accounts. The certificates representing these
securities bear a restricted legend providing that they cannot be sold except
pursuant to an effective registration statement or an exemption from
registration.
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Item 9.01. Financial Statements and Exhibits.
Number Description
10.29 Form of Series B Unsecured Convertible Promissory Note (Incorporated
by reference to Exhibit 10.29 filed with the Company's 8-K report
filed on September 25, 2017.)
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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: October 31, 2017.
PETROSHARE CORP.
By: /s/ Paul D. Maniscalco
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Paul D. Maniscalco, Chief Financial
Officer
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