Index Oil & Gas Inc. - Current report filing (8-K)
01 March 2008 - 3:34AM
Edgar (US Regulatory)
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):
February 26,
2008
INDEX OIL AND GAS
INC.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-51430
|
20
-0815369
|
(State or
Other Jurisdiction of Incorporation)
|
(Commission
File Number)
|
(I.R.S.
Employer Identification Number)
|
|
|
|
10000
Memorial Drive, Suite 440
Houston, Texas
77024
(Address
of principal executive offices)
(Registrant's
telephone number, including area code)
(713)
683-0800
Copies
to:
Richard
A. Friedman, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32
nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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
1.01 Entry into a Material Definitive Agreement.
On
February 26, 2008 (the “Closing Date”), Index Oil and Gas Inc. (the “Company”)
closed on a private placement offering (the “Offering”) in which it sold an
aggregate 5,541,182 units (the "Units") of its securities at a price of $0.50
per Unit, each Unit consisting of 1 share of common stock, $0.001 par value (the
“Common Stock”), and one loyalty warrant to purchase ”) to purchase
0.50 share of Common Stock, at a purchase price of $0.50 per unit of the Company
(the “Loyalty Warrant”), for aggregate gross proceeds of approximately $2.77
million. The Units were sold pursuant to a Securities Purchase Agreement (the
“Agreement”) entered into by and between the Company and the purchasers named on
the signature page thereto (the “Purchasers”). The net proceeds of the Offering
are expected to be used as working capital and for general corporate purposes of
the Company.
The
shares of Common Stock included in the Units will be restricted securities under
Securities Act of 1933, as amended (the "Act"), and applicable state securities
laws and, therefore, may only be transferred pursuant to the registration
requirements of federal and state securities laws or pursuant to an exemption
from such registration requirements. The Common Stock shares will bear a
restrictive legend stating these resale restrictions.
The Loyalty Warrants shall not be
exercisable until the second anniversary of the Closing Date.
Additionally, the Loyalty Warrant
s
shall only be
exercisable if the Purchaser of the Loyalty Warrant has not sold or disposed of
all of the shares of Common Stock acquired as part
of the Units
prior
to
its becoming ex
ercisable on the second anniversary of the
Closing. If the Holder of this Warrant has sold or disposed of some
of the shares of Common Stock purchased under the Agreement, then the Loyalty
Warrant shall only be exercisable for the number of unsold shares on the second
anniversary of the Closing. If all of the
shares of
Common
Stock
of a Purchaser
purchased under the Agreement have been sold, then the
Loyalty Warrant shall be non-exercisable and shall be rendered null and
void.
International
Capital Partners SA (“ICP”) acted as the placement agent for the Offering. The
Company paid the following fees in connection with the Offering (i) a commission
equal to $276,840.13, paid to ICP representing approximately 10% of the Offering
proceeds and (ii) approximately $95,132 in legal fees. ICP had no
obligation to buy any Unites of Common Stock from us. In addition, we agreed to
indemnify the ICP and other persons against specific liabilities under the
Act.
All of
the foregoing issuances were exempt from registration under Section 4(2) of the
Act and/or Regulation S, promulgated pursuant to the Act. None of the purchasers
who received shares under Regulation S are U.S. person as defined in Rule 902(k)
of Regulation S, and no sales efforts were conducted in the U.S., in accordance
with Rule 903(c). Such purchasers acknowledged that the securities purchased
must come to rest outside the U.S., and the certificates contain a legend
restricting the sale of such securities until the Regulation S holding period is
satisfied.
Item
3.02 Unregistered Sales of Equity Securities.
See
Item 1.01
Item
9.01 Financial Statements and Exhibits
(a)
|
Financial
statements of businesses acquired.
|
Not applicable.
(b)
|
Pro
forma financial information.
|
Not
applicable.
(c)
Shell company transactions.
Not
applicable.
(d)
Exhibits
Exhibit
Number
|
|
Description
|
10.1
|
|
Form
of Securities Purchase Agreement entered into by and among Index Oil and
Gas Inc. and the purchasers named on the signature page thereto. (Filed
herewith).
|
|
|
|
10.2
|
|
Form
of Loyalty Warrant issued by Index Oil and Gas Inc. to the purchasers
named on the signature page of the Securities Purchase Agreement. (Filed
herewith).
|
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.
|
Index Oil and Gas
Inc.
|
|
|
|
|
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Dated:
February 29, 2008
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By:
|
/s/
Lyndon West
|
|
|
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Name:
Lyndon West
|
|
|
|
Title:
Chief Executive Officer
|
|
|
|
|
|
3
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