Thursday, April 06, 2017 7:17:30 PM
CEGX DD COMPILED: On 1-5-2017 an 8-K was released. In that release Meyers and Associates were given a controlling interest in CEGX with the issuance of 300,000,000 shares of common stock.
Current Report Filing (8-k)
Date : 01/05/2017 @ 3:59PM
Source : Edgar (US Regulatory)
Stock : Cardinal Energy Group, Inc. (PN CE) (CEGX)
Quote : 0.006 0.0001 (1.69%) @ 4:00PM
Current Report Filing (8-k)
Print
Alert
U.S. 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): December 30, 2016
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 3.02 Unregistered Sales of Equity Securities.
On December 29, 2016, Cardinal Energy Group, Inc. (the “Company”) filed a Form 8-K in which it reported, in part, that it had 95,429,557 shares of common stock issued and outstanding. On or about December 30, 2016, the Company issued to each of Meyers Associates, L.P. (“Meyers”) and to Gregory R. Traina (“Traina”) 150,000,000 shares of its restricted common stock in connection with placement agent and other services rendered to the Company, resulting in a total issuance of 300,000,000 shares of restricted common stock.
The issuances of the above shares were exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(a)(2) thereto not involving a public offering. Following the issuances and as of the date of this filing, the Company has a total of 395,429,557 shares of common stock issued and outstanding.
ITEM 5.01 Changes in Control of Registrant.
The issuance of the 300,000,000 million shares of common stock described in Item 3.02 above results in Meyers and Traina, collectively acquiring voting control of the Company, holding 59.36% of the voting power of all shares of capital stock outstanding. After the issuance of the new 300,000,000 shares of common stock, the Company has 395,429,557 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding, respectively. Each share of Series A Preferred Stock has voting rights equal to 110 votes per share. As a result of the transaction, the total outstanding voting power of the Company is 505,429,557 shares, with the new 300,000,000 shares of common stock representing 59.36% of the voting power of all shares of capital stock outstanding.
There were no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors or other matters.
As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: January 5, 2017 By: /s/ Timothy W. Crawford
Timothy W. Crawford, Chief Executive Officer
On the 5th of January the stock soared to an intraday high of .01 amidst speculation concerning what Meyers and Associates were going to do with the company.
After that 1 day spike the stock sold off for a peroid of weeks.
On 1-30-2017 another 8-K came out, explaining a settlement agreement between CEGX and Rockwell Capital Partners. In this agreement the court approved the issuance of 251,000,000 shares of common stock to Rockwell Capital Partners. These shares were sold off in the open market explaining the dilution we were seeing.
U.S. 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): January 25, 2017
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 January 24, 2017, the Company entered into a Settlement Agreement and Stipulation (“Agreement”) with Rockwell Capital Partners, Inc., a Delaware corporation (“Rockwell”). Pursuant to the Agreement (attached hereto as Exhibit 10.1), Rockwell acquired outstanding liabilities of the Company in the principal amount of not less than $158,419.46.
After the execution of the Agreement, the Company and Rockwell submitted, pursuant to Section 3(a)(10) of the Securities Act of 1933 (“Act”), the terms and conditions of this Agreement to the Court (described below) for a hearing on the fairness of such terms and conditions, including the exemption from registration related to the issuance of the Settlement Shares to Rockwell, as defined under the Agreement.
On January 25, 2017, the Circuit Court of the Twelfth Judicial Circuit of Florida (Manatee County) entered an Order (attached hereto as Exhibit 10.2) finding that the Agreement is approved as fair to Rockwell, within the meaning of Section 3(a)(10) of the Act, and that the sale of the shares to Rockwell and the resale of the shares by Rockwell will be exempt from registration under the Act.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
From January 6, 2017 through January 26, 2017, the Company issued to Rockwell 251,008,000 shares of its common stock. The issuance of these shares were exempt from the registration requirements of Section 5 of the Act pursuant to Section 3(a)(10) thereto in accordance with the Court Orders in favor of Rockwell as reported in our Form 8-K filed December 19, 2016 and as filed herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to Item 601of Regulation S-K.
2
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: January 30, 2017 By: /s/ Timothy W. Crawford
Timothy W. Crawford, Chief Executive Officer
On 3-22-2017 another 8-K came out explaining 250,000,000 of the original 300,000,000 issued to Meyers and Associates were rescinded and returned to the company treasury. This resulted in Meyers and Associates owning 50,000,000 shares. This 8-K also explained that John Jordan stepped down as the Chief Financial Officer but will remain as Director.
Current Report Filing (8-k)
U.S. 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): March 17, 2017
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 3.02 Unregistered Sales of Equity Securities .
On January 5, 2017, Cardinal Energy Group, Inc. (the “Company”) filed a Form 8-K in which it reported, in part, that on or about December 30, 2016, the Company issued to each of Meyers Associates, L.P. and to Gregory R. Traina 150,000,000 shares each of its restricted common stock in connection with placement agent and other services rendered to the Company, resulting in a total issuance of 300,000,000 shares of restricted common stock (collectively, the “Shares”).
Effective on or about February 10, 2017, 250,000,000 of the Shares were rescinded and returned to the treasury of the Company resulting in 50,000,000 of the Shares from the original issuance of 300,000,000 Shares described above remaining issued and outstanding.
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2017, John Jordan resigned as the Chief Financial Officer of the Company. Mr. Jordan’s resignation was not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies) or practices. Mr. Jordan will continue to serve as a Director of the Company. Mr. Jordan’s resignation letter is attached hereto as Exhibit 17.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
17.1 Resignation Letter of Mr. Jordan, dated March 17, 2017.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: March 22, 2017 By: /s/ Timothy W. Crawford
On 3-31-2017 The worm finally turned for CEGX with the issuance of an 8-K that results in an increase of Series A Preferred from 1,000,00 to 10,000,000 shares. This 8-K also explained in detail the Series B, C and D Preferred. This will result in Non Dilutive working Capital for CEGX to move forward with Acquisitions. The stock responded well recording a 6 bagger in 7 days.
Current Report Filing (8-k)
Date : 03/31/2017 @ 3:35PM
Source : Edgar (US Regulatory)
Stock : Cardinal Energy Group, Inc. (PN CE) (CEGX)
Quote : 0.006 0.0001 (1.69%) @ 4:00PM
Current Report Filing (8-k)
U.S. 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): March 30, 2017
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 30, 2017, Cardinal Energy Group, Inc. (the “Company”) filed with the Nevada Secretary of State an amendment to the Certificate of Designation for the Company’s Series A Preferred Stock via an Amended and Restated Certificate of Designation of Series A Preferred Stock (the “Amendment”) pursuant to which (i) the number of shares of authorized Series A Preferred Stock was increased from 1,000,000 shares to 10,000,000 shares, (ii) the capital raise required by the Company prior to the Series A Preferred Stock being automatically converted was increased from $5,000,000 to $10,000,000; (iii) the percentage of common stock of the Company, par value $0.00001 per share (the “Common Stock”) into which the Series A Preferred Stock is convertible was reduced from 15% to 10% and (iv) the time in which the Series A Preferred Stock can be converted was changed from being at any time during the three years after issuance to any time from the date that is six months after issuance until three years after issuance. The Amendment is attached hereto as Exhibit 3.1(a).
Also on March 30, 2017, the Company filed three additional Certificates of Designation with the Nevada Secretary of State to designate (i) the Series B Preferred Stock; (ii) the Series C Preferred Stock; and (iii) the Series D Preferred Stock, in each case of the Company.
Series B Preferred Stock
There are 1,000,000 shares of Series B Preferred Stock authorized. No dividends are payable on the shares of Series B Preferred Stock. The Series B Preferred Stock has no right to vote on any matter submitted to the shareholders of the Company for a vote, provided, however, that as long as any shares of Series B Preferred Stock are outstanding, the vote of at least 51% of the then-outstanding shares of the Series B Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or to amend the Certificate of Designation for the Series B Preferred Stock, (b) amend the Articles of Incorporation of the Company (the “Articles”) or other charter documents in any manner that adversely affects any rights of the holders of the Series B Preferred Stock, (c) increase the number of authorized shares of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
All of the shares of Series B Preferred Stock issued and outstanding at any time are convertible from time to time at the option of each holder thereof, at any time from six months after the date of issuance of the applicable shares of Series B Preferred Stock until the three year anniversary thereof, for no consideration to be paid, into shares of Common Stock equal to 10% of the issued and outstanding shares of Common Stock as of the date of conversion, with any debt or equity of the Company that is convertible into shares of Common Stock being included in such calculation on an as-converted basis, with any other any debt or equity of the Corporation which is convertible into a percentage of the Common Stock being deemed converted immediately prior to the conversion of the Series B Preferred Stock, with each share of Series B Preferred Stock being convertible into a pro-rata portion of the total 10% of Common Stock.
All shares of Series B Preferred Stock will be automatically converted into Common Stock on the date that is six months after the Company has completed one or more raises of capital following the date that the Certificate of Designation was filed with the Secretary of State of the State of Nevada (through the issuance of any equity securities of the Company) which collectively result in total capital raised and received by the Company of at least $10,000,000.
The conversion of the Series B Preferred Stock is subject to a limitation that the holder does not have the right to convert any portion of the Series B Preferred Stock to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates and any persons acting as a group together with such parties) would beneficially own in excess of the 4.99% of the Common Stock, provided, however, that this limitation may be waived by the holder.
Series C Preferred Stock
There are 4,500,000 shares of Series C Preferred Stock authorized. The Series C Preferred Stock has a “Stated Value” of $1.00 per share. Each share of Series C Preferred Stock is entitled to receive an annual dividend, payable semi-annually in arrears, in an amount equal to 10% of the Stated Value, prior and in preference to any declaration or payment of any dividend on the Common Stock (the “Series C Dividend”). The Series C Dividend is cumulative and may be paid or accrued by the Company, in its sole discretion. Any holder of the Series C Preferred Stock may elect to have all accrued but unpaid Series C Dividends be paid to them in cash prior to any conversion of the applicable shares of Series C Preferred Stock, as discussed below. At the option of the Company, the Series C Dividend may be deferred until the expiration of the 36-month period commencing on the issuance date of the applicable share(s) of Series C Preferred Stock, at which time all accrued but unpaid Dividends on such shares will be paid on a cumulative basis.
The Series C Preferred Stock has no right to vote on any matter submitted to the shareholders of the Company for a vote, provided, however, that as long as any shares of Series C Preferred Stock are outstanding, the vote of at least 51% of the then-outstanding shares of the Series C Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or to amend the Certificate of Designation for the Series C Preferred Stock, (b) amend the Articles or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, (c) increase the number of authorized shares of Series C Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
All of the shares of Series C Preferred Stock issued and outstanding at any time are convertible from time to time at the option of each holder thereof, at any time from six months after the date of issuance of the applicable shares of Series C Preferred Stock until the three year anniversary thereof, for no consideration to be paid, into shares of Common Stock equal to 10% of the issued and outstanding shares of Common Stock as of the date of conversion, with any debt or equity of the Company that is convertible into shares of Common Stock being included in such calculation on an as-converted basis, with any other any debt or equity of the Corporation which is convertible into a percentage of the Common Stock being deemed converted immediately prior to the conversion of the Series C Preferred Stock, with each share of Series C Preferred Stock being convertible into a pro-rata portion of the total 10% of Common Stock.
The conversion of the Series C Preferred Stock is subject to a limitation that the holder does not have the right to convert any portion of the Series C Preferred Stock to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates and any persons acting as a group together with such parties) would beneficially own in excess of the 4.99% of the Common Stock, provided, however, that this limitation may be waived by the holder.
At any time that is six months following the earlier of (i) the date that the Company has completed one or more raises of capital following the date of issuance of the applicable shares of Series C Preferred Stock (through the issuance of any equity securities of the Company) which collectively result in total capital raised and received by the Company of at least $10,000,000 and (ii) the date that the Company’s securities have been listed for trading on the New York Stock Exchange or the NASDAQ exchange, the Company has the right to require the holders of the Series C Preferred Stock to elect to either (A) convert their shares of Series C Preferred Stock into shares of Common Stock, or (B) cause the Company to redeem such holder’s shares of Series C Preferred Stock (and if the holder does not make an election then option (A) is deemed to be elected). The redemption price per share is the Stated Value increased by 10% for each full year from the issuance date to the date of redemption (and a proportionate amount of 10% for any partial years).
Series D Preferred Stock
There are 4,600,000 shares of Series D Preferred Stock authorized. The Series D Preferred Stock has a “Stated Value” of $1.00 per share. Each share of Series D Preferred Stock is entitled to receive an annual dividend, payable semi-annually in arrears, in an amount equal to 5% of the Stated Value, prior and in preference to any declaration or payment of any dividend on the Common Stock (the “Series D Dividend”). The Series D Dividend is cumulative and may be paid or accrued by the Company, in its sole discretion. Any holder of the Series D Preferred Stock may elect to have all accrued but unpaid Series D Dividends be paid to them in cash prior to any conversion of the applicable shares of Series D Preferred Stock, as discussed below. At the option of the Company, the Series D Dividend may be deferred until the expiration of the 36-month period commencing on the issuance date of the applicable share(s) of Series D Preferred Stock, at which time all accrued but unpaid Series D Dividends on such shares will be paid on a cumulative basis.
The Series D Preferred Stock has no right to vote on any matter submitted to the shareholders of the Company for a vote, provided, however, that as long as any shares of Series D Preferred Stock are outstanding, the vote of at least 51% of the then-outstanding shares of the Series D Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or to amend the Certificate of Designation for the Series D Preferred Stock, (b) amend the Articles or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, (c) increase the number of authorized shares of Series D Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
All of the shares of Series D Preferred Stock issued and outstanding at any time are convertible from time to time at the option of each holder thereof, at any time from six months after the date of issuance of the applicable shares of Series D Preferred Stock until the three year anniversary thereof, for no consideration to be paid, into shares of Common Stock equal to 55% of the issued and outstanding shares of Common Stock as of the date of conversion, with any debt or equity of the Company that is convertible into shares of Common Stock being included in such calculation on an as-converted basis, with any other any debt or equity of the Corporation which is convertible into a percentage of the Common Stock being deemed converted immediately prior to the conversion of the Series D Preferred Stock, with each share of Series D Preferred Stock being convertible into a pro-rata portion of the total 55% of Common Stock.
The conversion of the Series D Preferred Stock is subject to a limitation that the holder does not have the right to convert any portion of the Series D Preferred Stock to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates and any persons acting as a group together with such parties) would beneficially own in excess of the 4.99% of the Common Stock, provided, however, that this limitation may be waived by the holder.
At any time that is six months following the earlier of (i) the date that the Company has completed one or more raises of capital following the date of issuance of the applicable shares of Series D Preferred Stock (through the issuance of any equity securities of the Company) which collectively result in total capital raised and received by the Company of at least $10,000,000 and (ii) the date that the Company’s securities have been listed for trading on the New York Stock Exchange or the NASDAQ exchange, the Company has the right to require the holders of the Series D Preferred Stock to elect to either (A) convert their shares of Series D Preferred Stock into shares of Common Stock, or (B) cause the Company to redeem such holder’s shares of Series D Preferred Stock (and if the holder does not make an election then option (A) is deemed to be elected). The redemption price per share is the Stated Value plus any accrued and unpaid Series D Dividends.
The descriptions of the terms and conditions of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock set forth herein are qualified in their entirety to the text of the respective Certificates of Designation as attached hereto as Exhibits 3.1(a), 3.1(b), 3.1(c) and 3.1(d), respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
3.1(a) Amended and Restated Certificate of Designation of Series A Preferred Stock
3.1(b) Certificate of Designation of Series B Preferred Stock
3.1(c) Certificate of Designation of Series C Preferred Stock
3.1(d) Certificate of Designation of Series D Preferred Stock
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: March 31, 2017 By: /s/ Timothy W. Crawford
For the second time in 3 months we are again headed for the .01 break, which in my opinion will be the last time we see .01 except for in the rear view mirror
The board has done an exceptional job digging up additional DD, some of which I will post below.
Here is link for all of CEGX wells: All in 7B Thanks to beer$$money
http://webapps2.rrc.state.tx.us/EWA/inactiveWellQueryAction.do?pager.pageSize=10&pager.offset=0&methodToCall=search&searchArgs.paramValue=|8=2|100=CURR_INACT_YRS_MOS%2CASC|106=140712&rrcActionMan=H4sIAAAAAAAAAL2QT0vEMBTEP009hiRN117eIQQFDyq21UXKUmIbdheyTUlS_0A-vG8rgqx7FG-PmcnwmyRGKfDEKAN24X0v-7h3Y9X7oaUbWPQ386KnKXCCNglRR0PiO5lDlsuSYoJDxq-v1hLP_HjuR40lr2ZtrH2Yjf_46iSDw4SAg4k7NzROaWtRKMCbOPuxcbXRvt-hVAL9hdKGxZV-G8ikvT48aTsbJCwXegrqsaq6mzupmu65qrvb-zrjStYKzRUwQS8ZPyll_7QvfO9awaS3xv_gPzuWbdrT3JEUROLAaMpBsCQgp6mAIuG2M-__4LM-ASoXx7YZAgAA
Here is link for all of EOI Eagle Operating wells: All in District 9
http://webapps2.rrc.state.tx.us/EWA/wellboreQueryAction.do?pager.pageSize=10&pager.offset=0&methodToCall=search&searchArgs.paramValue=|3=009|9=Y|102=09|106=253129|107=EOI+EAGLE+OPERATING%2C+INC.&rrcActionMan=H4sIAAAAAAAAAL2SS2vDMBCEf417MQhJfjQ57EEYNxhCkqampZgeFFskAScyK5m04B_ftUug9HHN7WNG0s4OGgTnIAfBBYg7xFrV_mjP2xqbir_BpF_MTnedk4xs5rz2hvl31rsgUjNOJyQE8iF_UYTRiBfTtjuL5rE3-PH1HmssuTGcjD_YprSZblsSEkDjezyX9slorA8kzYD_ilG5yVW4d6zTqE_Puu0NpYuA8_kwh9cpBaHgKcgkEnLEe8jXRZirxTIP15t8q8pitQhkFharjP0YIm6wq7vumML12kbvDX7b6c8CxG0KqP4LNVZDX0SC4DQwiYd4pATSISX4BG_GU11BAgAA
Great site for Permian Basin info:
http://www.rrc.state.tx.us/oil-gas/major-oil-gas-formations/permian-basin/
Map Of Permian Basin:
http://www.rrc.state.tx.us/media/1469/permianbasinactivepermits.jpg
Additional Well Information. Thanks to Atlanta1123
All of CEGX's current 26 or so wells are verticals. This is outstanding in my opinion. All it would take is a simple whipstock, 1.5 days to drill the curve, 1.5 days to set intermediate casing and another 3 days to drill the lateral. Total cost of 1 million per well with a potential 6 to 1 return on investment. Not to mention being able to drill 4 horizontal wells on one single pad. Even if he has only 6 producing and current wells that's 24 horizontals with a potential 150 million dollar return. Yes this is much bigger than CEGX and it will take partnership to complete. But saying there is no potential is absolutely absurd.
One of our board moderators has been in contact with the CEO via E-Mail. Here is the Latest: Thanks to jesse
BOOM NEW EMAIL FROM CEO CRAWFORD ( MUST READ ) BOOM
Today, 6:30 PM 4-05-2017
Good day Sir
Anything new you would like to share to the shareholders on the board? Lots of people watching. Tomorrow could be explosive if we heard a little something. PR day, updates, ect. Thank you Sir for your time.
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Today, 6:57 PM
James-
We are working on the press release it will be a good one, then one every week thereafter. Just hired a PR person that one of our large shareholders is paying!
Timothy W. Crawford
CEO
tcrawford@cegx.us
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Today, 7:03 PM
Trying for this week but need legal review!
Timothy W. Crawford
CEO
tcrawford@cegx.us
I truly believe we are involved with a life changing stock. So keep the faith and hold tight
Current Report Filing (8-k)
Date : 01/05/2017 @ 3:59PM
Source : Edgar (US Regulatory)
Stock : Cardinal Energy Group, Inc. (PN CE) (CEGX)
Quote : 0.006 0.0001 (1.69%) @ 4:00PM
Current Report Filing (8-k)
Alert
U.S. 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): December 30, 2016
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 3.02 Unregistered Sales of Equity Securities.
On December 29, 2016, Cardinal Energy Group, Inc. (the “Company”) filed a Form 8-K in which it reported, in part, that it had 95,429,557 shares of common stock issued and outstanding. On or about December 30, 2016, the Company issued to each of Meyers Associates, L.P. (“Meyers”) and to Gregory R. Traina (“Traina”) 150,000,000 shares of its restricted common stock in connection with placement agent and other services rendered to the Company, resulting in a total issuance of 300,000,000 shares of restricted common stock.
The issuances of the above shares were exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Act”) pursuant to Section 4(a)(2) thereto not involving a public offering. Following the issuances and as of the date of this filing, the Company has a total of 395,429,557 shares of common stock issued and outstanding.
ITEM 5.01 Changes in Control of Registrant.
The issuance of the 300,000,000 million shares of common stock described in Item 3.02 above results in Meyers and Traina, collectively acquiring voting control of the Company, holding 59.36% of the voting power of all shares of capital stock outstanding. After the issuance of the new 300,000,000 shares of common stock, the Company has 395,429,557 shares of common stock and 1,000,000 shares of Series A Preferred Stock issued and outstanding, respectively. Each share of Series A Preferred Stock has voting rights equal to 110 votes per share. As a result of the transaction, the total outstanding voting power of the Company is 505,429,557 shares, with the new 300,000,000 shares of common stock representing 59.36% of the voting power of all shares of capital stock outstanding.
There were no arrangements or understandings among members of both the former and new control persons and their associates with respect to the election of directors or other matters.
As required to be disclosed by Regulation S-K Item 403(c), there are no arrangements, known to the Company, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: January 5, 2017 By: /s/ Timothy W. Crawford
Timothy W. Crawford, Chief Executive Officer
On the 5th of January the stock soared to an intraday high of .01 amidst speculation concerning what Meyers and Associates were going to do with the company.
After that 1 day spike the stock sold off for a peroid of weeks.
On 1-30-2017 another 8-K came out, explaining a settlement agreement between CEGX and Rockwell Capital Partners. In this agreement the court approved the issuance of 251,000,000 shares of common stock to Rockwell Capital Partners. These shares were sold off in the open market explaining the dilution we were seeing.
U.S. 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): January 25, 2017
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 January 24, 2017, the Company entered into a Settlement Agreement and Stipulation (“Agreement”) with Rockwell Capital Partners, Inc., a Delaware corporation (“Rockwell”). Pursuant to the Agreement (attached hereto as Exhibit 10.1), Rockwell acquired outstanding liabilities of the Company in the principal amount of not less than $158,419.46.
After the execution of the Agreement, the Company and Rockwell submitted, pursuant to Section 3(a)(10) of the Securities Act of 1933 (“Act”), the terms and conditions of this Agreement to the Court (described below) for a hearing on the fairness of such terms and conditions, including the exemption from registration related to the issuance of the Settlement Shares to Rockwell, as defined under the Agreement.
On January 25, 2017, the Circuit Court of the Twelfth Judicial Circuit of Florida (Manatee County) entered an Order (attached hereto as Exhibit 10.2) finding that the Agreement is approved as fair to Rockwell, within the meaning of Section 3(a)(10) of the Act, and that the sale of the shares to Rockwell and the resale of the shares by Rockwell will be exempt from registration under the Act.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
From January 6, 2017 through January 26, 2017, the Company issued to Rockwell 251,008,000 shares of its common stock. The issuance of these shares were exempt from the registration requirements of Section 5 of the Act pursuant to Section 3(a)(10) thereto in accordance with the Court Orders in favor of Rockwell as reported in our Form 8-K filed December 19, 2016 and as filed herein.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Exhibits.
Exhibits included are set forth in the Exhibit Index pursuant to Item 601of Regulation S-K.
2
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: January 30, 2017 By: /s/ Timothy W. Crawford
Timothy W. Crawford, Chief Executive Officer
On 3-22-2017 another 8-K came out explaining 250,000,000 of the original 300,000,000 issued to Meyers and Associates were rescinded and returned to the company treasury. This resulted in Meyers and Associates owning 50,000,000 shares. This 8-K also explained that John Jordan stepped down as the Chief Financial Officer but will remain as Director.
Current Report Filing (8-k)
U.S. 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): March 17, 2017
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 3.02 Unregistered Sales of Equity Securities .
On January 5, 2017, Cardinal Energy Group, Inc. (the “Company”) filed a Form 8-K in which it reported, in part, that on or about December 30, 2016, the Company issued to each of Meyers Associates, L.P. and to Gregory R. Traina 150,000,000 shares each of its restricted common stock in connection with placement agent and other services rendered to the Company, resulting in a total issuance of 300,000,000 shares of restricted common stock (collectively, the “Shares”).
Effective on or about February 10, 2017, 250,000,000 of the Shares were rescinded and returned to the treasury of the Company resulting in 50,000,000 of the Shares from the original issuance of 300,000,000 Shares described above remaining issued and outstanding.
ITEM 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2017, John Jordan resigned as the Chief Financial Officer of the Company. Mr. Jordan’s resignation was not the result of any disagreement with the Company on any matter relating to its operation, policies (including accounting or financial policies) or practices. Mr. Jordan will continue to serve as a Director of the Company. Mr. Jordan’s resignation letter is attached hereto as Exhibit 17.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
17.1 Resignation Letter of Mr. Jordan, dated March 17, 2017.
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: March 22, 2017 By: /s/ Timothy W. Crawford
On 3-31-2017 The worm finally turned for CEGX with the issuance of an 8-K that results in an increase of Series A Preferred from 1,000,00 to 10,000,000 shares. This 8-K also explained in detail the Series B, C and D Preferred. This will result in Non Dilutive working Capital for CEGX to move forward with Acquisitions. The stock responded well recording a 6 bagger in 7 days.
Current Report Filing (8-k)
Date : 03/31/2017 @ 3:35PM
Source : Edgar (US Regulatory)
Stock : Cardinal Energy Group, Inc. (PN CE) (CEGX)
Quote : 0.006 0.0001 (1.69%) @ 4:00PM
Current Report Filing (8-k)
U.S. 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): March 30, 2017
CARDINAL ENERGY GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada 000-53923 26-0703223
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
500 Chestnut Street, Suite 1615
Abilene, TX
79602
(Address of Principal Executive Offices) (Zip Code)
Company’s telephone number, including area code: ( 325)-762-2112
(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 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 30, 2017, Cardinal Energy Group, Inc. (the “Company”) filed with the Nevada Secretary of State an amendment to the Certificate of Designation for the Company’s Series A Preferred Stock via an Amended and Restated Certificate of Designation of Series A Preferred Stock (the “Amendment”) pursuant to which (i) the number of shares of authorized Series A Preferred Stock was increased from 1,000,000 shares to 10,000,000 shares, (ii) the capital raise required by the Company prior to the Series A Preferred Stock being automatically converted was increased from $5,000,000 to $10,000,000; (iii) the percentage of common stock of the Company, par value $0.00001 per share (the “Common Stock”) into which the Series A Preferred Stock is convertible was reduced from 15% to 10% and (iv) the time in which the Series A Preferred Stock can be converted was changed from being at any time during the three years after issuance to any time from the date that is six months after issuance until three years after issuance. The Amendment is attached hereto as Exhibit 3.1(a).
Also on March 30, 2017, the Company filed three additional Certificates of Designation with the Nevada Secretary of State to designate (i) the Series B Preferred Stock; (ii) the Series C Preferred Stock; and (iii) the Series D Preferred Stock, in each case of the Company.
Series B Preferred Stock
There are 1,000,000 shares of Series B Preferred Stock authorized. No dividends are payable on the shares of Series B Preferred Stock. The Series B Preferred Stock has no right to vote on any matter submitted to the shareholders of the Company for a vote, provided, however, that as long as any shares of Series B Preferred Stock are outstanding, the vote of at least 51% of the then-outstanding shares of the Series B Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights given to the Series B Preferred Stock or to amend the Certificate of Designation for the Series B Preferred Stock, (b) amend the Articles of Incorporation of the Company (the “Articles”) or other charter documents in any manner that adversely affects any rights of the holders of the Series B Preferred Stock, (c) increase the number of authorized shares of Series B Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
All of the shares of Series B Preferred Stock issued and outstanding at any time are convertible from time to time at the option of each holder thereof, at any time from six months after the date of issuance of the applicable shares of Series B Preferred Stock until the three year anniversary thereof, for no consideration to be paid, into shares of Common Stock equal to 10% of the issued and outstanding shares of Common Stock as of the date of conversion, with any debt or equity of the Company that is convertible into shares of Common Stock being included in such calculation on an as-converted basis, with any other any debt or equity of the Corporation which is convertible into a percentage of the Common Stock being deemed converted immediately prior to the conversion of the Series B Preferred Stock, with each share of Series B Preferred Stock being convertible into a pro-rata portion of the total 10% of Common Stock.
All shares of Series B Preferred Stock will be automatically converted into Common Stock on the date that is six months after the Company has completed one or more raises of capital following the date that the Certificate of Designation was filed with the Secretary of State of the State of Nevada (through the issuance of any equity securities of the Company) which collectively result in total capital raised and received by the Company of at least $10,000,000.
The conversion of the Series B Preferred Stock is subject to a limitation that the holder does not have the right to convert any portion of the Series B Preferred Stock to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates and any persons acting as a group together with such parties) would beneficially own in excess of the 4.99% of the Common Stock, provided, however, that this limitation may be waived by the holder.
Series C Preferred Stock
There are 4,500,000 shares of Series C Preferred Stock authorized. The Series C Preferred Stock has a “Stated Value” of $1.00 per share. Each share of Series C Preferred Stock is entitled to receive an annual dividend, payable semi-annually in arrears, in an amount equal to 10% of the Stated Value, prior and in preference to any declaration or payment of any dividend on the Common Stock (the “Series C Dividend”). The Series C Dividend is cumulative and may be paid or accrued by the Company, in its sole discretion. Any holder of the Series C Preferred Stock may elect to have all accrued but unpaid Series C Dividends be paid to them in cash prior to any conversion of the applicable shares of Series C Preferred Stock, as discussed below. At the option of the Company, the Series C Dividend may be deferred until the expiration of the 36-month period commencing on the issuance date of the applicable share(s) of Series C Preferred Stock, at which time all accrued but unpaid Dividends on such shares will be paid on a cumulative basis.
The Series C Preferred Stock has no right to vote on any matter submitted to the shareholders of the Company for a vote, provided, however, that as long as any shares of Series C Preferred Stock are outstanding, the vote of at least 51% of the then-outstanding shares of the Series C Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights given to the Series C Preferred Stock or to amend the Certificate of Designation for the Series C Preferred Stock, (b) amend the Articles or other charter documents in any manner that adversely affects any rights of the holders of the Series C Preferred Stock, (c) increase the number of authorized shares of Series C Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
All of the shares of Series C Preferred Stock issued and outstanding at any time are convertible from time to time at the option of each holder thereof, at any time from six months after the date of issuance of the applicable shares of Series C Preferred Stock until the three year anniversary thereof, for no consideration to be paid, into shares of Common Stock equal to 10% of the issued and outstanding shares of Common Stock as of the date of conversion, with any debt or equity of the Company that is convertible into shares of Common Stock being included in such calculation on an as-converted basis, with any other any debt or equity of the Corporation which is convertible into a percentage of the Common Stock being deemed converted immediately prior to the conversion of the Series C Preferred Stock, with each share of Series C Preferred Stock being convertible into a pro-rata portion of the total 10% of Common Stock.
The conversion of the Series C Preferred Stock is subject to a limitation that the holder does not have the right to convert any portion of the Series C Preferred Stock to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates and any persons acting as a group together with such parties) would beneficially own in excess of the 4.99% of the Common Stock, provided, however, that this limitation may be waived by the holder.
At any time that is six months following the earlier of (i) the date that the Company has completed one or more raises of capital following the date of issuance of the applicable shares of Series C Preferred Stock (through the issuance of any equity securities of the Company) which collectively result in total capital raised and received by the Company of at least $10,000,000 and (ii) the date that the Company’s securities have been listed for trading on the New York Stock Exchange or the NASDAQ exchange, the Company has the right to require the holders of the Series C Preferred Stock to elect to either (A) convert their shares of Series C Preferred Stock into shares of Common Stock, or (B) cause the Company to redeem such holder’s shares of Series C Preferred Stock (and if the holder does not make an election then option (A) is deemed to be elected). The redemption price per share is the Stated Value increased by 10% for each full year from the issuance date to the date of redemption (and a proportionate amount of 10% for any partial years).
Series D Preferred Stock
There are 4,600,000 shares of Series D Preferred Stock authorized. The Series D Preferred Stock has a “Stated Value” of $1.00 per share. Each share of Series D Preferred Stock is entitled to receive an annual dividend, payable semi-annually in arrears, in an amount equal to 5% of the Stated Value, prior and in preference to any declaration or payment of any dividend on the Common Stock (the “Series D Dividend”). The Series D Dividend is cumulative and may be paid or accrued by the Company, in its sole discretion. Any holder of the Series D Preferred Stock may elect to have all accrued but unpaid Series D Dividends be paid to them in cash prior to any conversion of the applicable shares of Series D Preferred Stock, as discussed below. At the option of the Company, the Series D Dividend may be deferred until the expiration of the 36-month period commencing on the issuance date of the applicable share(s) of Series D Preferred Stock, at which time all accrued but unpaid Series D Dividends on such shares will be paid on a cumulative basis.
The Series D Preferred Stock has no right to vote on any matter submitted to the shareholders of the Company for a vote, provided, however, that as long as any shares of Series D Preferred Stock are outstanding, the vote of at least 51% of the then-outstanding shares of the Series D Preferred Stock is required to (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or to amend the Certificate of Designation for the Series D Preferred Stock, (b) amend the Articles or other charter documents in any manner that adversely affects any rights of the holders of the Series D Preferred Stock, (c) increase the number of authorized shares of Series D Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
All of the shares of Series D Preferred Stock issued and outstanding at any time are convertible from time to time at the option of each holder thereof, at any time from six months after the date of issuance of the applicable shares of Series D Preferred Stock until the three year anniversary thereof, for no consideration to be paid, into shares of Common Stock equal to 55% of the issued and outstanding shares of Common Stock as of the date of conversion, with any debt or equity of the Company that is convertible into shares of Common Stock being included in such calculation on an as-converted basis, with any other any debt or equity of the Corporation which is convertible into a percentage of the Common Stock being deemed converted immediately prior to the conversion of the Series D Preferred Stock, with each share of Series D Preferred Stock being convertible into a pro-rata portion of the total 55% of Common Stock.
The conversion of the Series D Preferred Stock is subject to a limitation that the holder does not have the right to convert any portion of the Series D Preferred Stock to the extent that after giving effect to such conversion, the holder (together with the holder’s affiliates and any persons acting as a group together with such parties) would beneficially own in excess of the 4.99% of the Common Stock, provided, however, that this limitation may be waived by the holder.
At any time that is six months following the earlier of (i) the date that the Company has completed one or more raises of capital following the date of issuance of the applicable shares of Series D Preferred Stock (through the issuance of any equity securities of the Company) which collectively result in total capital raised and received by the Company of at least $10,000,000 and (ii) the date that the Company’s securities have been listed for trading on the New York Stock Exchange or the NASDAQ exchange, the Company has the right to require the holders of the Series D Preferred Stock to elect to either (A) convert their shares of Series D Preferred Stock into shares of Common Stock, or (B) cause the Company to redeem such holder’s shares of Series D Preferred Stock (and if the holder does not make an election then option (A) is deemed to be elected). The redemption price per share is the Stated Value plus any accrued and unpaid Series D Dividends.
The descriptions of the terms and conditions of the Series A Preferred Stock, the Series B Preferred Stock, the Series C Preferred Stock and the Series D Preferred Stock set forth herein are qualified in their entirety to the text of the respective Certificates of Designation as attached hereto as Exhibits 3.1(a), 3.1(b), 3.1(c) and 3.1(d), respectively.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit No. Description
3.1(a) Amended and Restated Certificate of Designation of Series A Preferred Stock
3.1(b) Certificate of Designation of Series B Preferred Stock
3.1(c) Certificate of Designation of Series C Preferred Stock
3.1(d) Certificate of Designation of Series D Preferred Stock
SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARDINAL ENERGY GROUP, INC.
Dated: March 31, 2017 By: /s/ Timothy W. Crawford
For the second time in 3 months we are again headed for the .01 break, which in my opinion will be the last time we see .01 except for in the rear view mirror
The board has done an exceptional job digging up additional DD, some of which I will post below.
Here is link for all of CEGX wells: All in 7B Thanks to beer$$money
http://webapps2.rrc.state.tx.us/EWA/inactiveWellQueryAction.do?pager.pageSize=10&pager.offset=0&methodToCall=search&searchArgs.paramValue=|8=2|100=CURR_INACT_YRS_MOS%2CASC|106=140712&rrcActionMan=H4sIAAAAAAAAAL2QT0vEMBTEP009hiRN117eIQQFDyq21UXKUmIbdheyTUlS_0A-vG8rgqx7FG-PmcnwmyRGKfDEKAN24X0v-7h3Y9X7oaUbWPQ386KnKXCCNglRR0PiO5lDlsuSYoJDxq-v1hLP_HjuR40lr2ZtrH2Yjf_46iSDw4SAg4k7NzROaWtRKMCbOPuxcbXRvt-hVAL9hdKGxZV-G8ikvT48aTsbJCwXegrqsaq6mzupmu65qrvb-zrjStYKzRUwQS8ZPyll_7QvfO9awaS3xv_gPzuWbdrT3JEUROLAaMpBsCQgp6mAIuG2M-__4LM-ASoXx7YZAgAA
Here is link for all of EOI Eagle Operating wells: All in District 9
http://webapps2.rrc.state.tx.us/EWA/wellboreQueryAction.do?pager.pageSize=10&pager.offset=0&methodToCall=search&searchArgs.paramValue=|3=009|9=Y|102=09|106=253129|107=EOI+EAGLE+OPERATING%2C+INC.&rrcActionMan=H4sIAAAAAAAAAL2SS2vDMBCEf417MQhJfjQ57EEYNxhCkqampZgeFFskAScyK5m04B_ftUug9HHN7WNG0s4OGgTnIAfBBYg7xFrV_mjP2xqbir_BpF_MTnedk4xs5rz2hvl31rsgUjNOJyQE8iF_UYTRiBfTtjuL5rE3-PH1HmssuTGcjD_YprSZblsSEkDjezyX9slorA8kzYD_ilG5yVW4d6zTqE_Puu0NpYuA8_kwh9cpBaHgKcgkEnLEe8jXRZirxTIP15t8q8pitQhkFharjP0YIm6wq7vumML12kbvDX7b6c8CxG0KqP4LNVZDX0SC4DQwiYd4pATSISX4BG_GU11BAgAA
Great site for Permian Basin info:
http://www.rrc.state.tx.us/oil-gas/major-oil-gas-formations/permian-basin/
Map Of Permian Basin:
http://www.rrc.state.tx.us/media/1469/permianbasinactivepermits.jpg
Additional Well Information. Thanks to Atlanta1123
All of CEGX's current 26 or so wells are verticals. This is outstanding in my opinion. All it would take is a simple whipstock, 1.5 days to drill the curve, 1.5 days to set intermediate casing and another 3 days to drill the lateral. Total cost of 1 million per well with a potential 6 to 1 return on investment. Not to mention being able to drill 4 horizontal wells on one single pad. Even if he has only 6 producing and current wells that's 24 horizontals with a potential 150 million dollar return. Yes this is much bigger than CEGX and it will take partnership to complete. But saying there is no potential is absolutely absurd.
One of our board moderators has been in contact with the CEO via E-Mail. Here is the Latest: Thanks to jesse
BOOM NEW EMAIL FROM CEO CRAWFORD ( MUST READ ) BOOM
Today, 6:30 PM 4-05-2017
Good day Sir
Anything new you would like to share to the shareholders on the board? Lots of people watching. Tomorrow could be explosive if we heard a little something. PR day, updates, ect. Thank you Sir for your time.
|
Today, 6:57 PM
James-
We are working on the press release it will be a good one, then one every week thereafter. Just hired a PR person that one of our large shareholders is paying!
Timothy W. Crawford
CEO
tcrawford@cegx.us
|
Today, 7:03 PM
Trying for this week but need legal review!
Timothy W. Crawford
CEO
tcrawford@cegx.us
I truly believe we are involved with a life changing stock. So keep the faith and hold tight
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