GREAT AMERICAN ENERGY, INC. - FORM 8-K - September 27, 2012
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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): July 4, 2012
GREAT AMERICAN ENERGY, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-54233
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20-8602410
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(State or Other Jurisdiction of
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(Commission File Number)
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(IRS Employer
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Incorporation)
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Identification No.)
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999 18th Street, Suite 3000
Denver, Colorado
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80202
(Zip Code)
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(Address of Principal Executive Offices)
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(303) 952-0455
(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 (see General Instruction A.2. below):
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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))
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Subscription Agreement
On July 4, 2012, the Company entered into a Regulation S Subscription Agreement (the “Subscription Agreement”) with Pacific Oil & Gas Investments Ltd. (“Pacific Oil”). Pursuant to the Subscription Agreement, the Company issued 277,778 “Units” to Pacific Oil in consideration of $250,000. Each “Unit” consisted of one share of the Company’s common stock and one warrant to purchase one share of the Company’s common stock exercisable for $1.30 per share.
The issuance of the Units to Pacific Oil pursuant to the Subscription Agreement was exempt from registration pursuant to Regulation S under the Securities Act of 1933 (the “Act”). The Registrant made this determination based on the representations of Pacific Oil which included, in pertinent part, that Pacific Gas is not a “U.S. Person” as that term is defined in Regulation S under the Act.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit
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No.
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Description
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10.1
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Regulation S Subscription Agreement effective as of July 4, 2012*
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*Filed herewith.
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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.
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Great American Energy, Inc.
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a Delaware Corporation
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Dated: September 27, 2012
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/s/ Felipe Pimienta Barrios |
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Felipe Pimienta Barrios, Chief Executive Officer
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