Current Report Filing (8-k)
27 Januar 2023 - 10:27PM
Edgar (US Regulatory)
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2023-01-23
2023-01-23
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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): January 23, 2023
White
River Energy Corp
(Exact
name of registrant as specified in its charter)
Nevada |
|
333-192060 |
|
45-3797537 |
(State
or other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
609
W/ Dickson St., Suite 102 G
Fayetteville,
AR |
|
72701 |
(Address
of principal executive offices) |
|
(Zip
Code) |
|
(800)
203-5610 |
|
|
(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)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405)
or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities
registered pursuant to Section 12(b) of the Act: None
Item
1.01 Entry into a Material Definitive Agreement.
On
January 23, 2023 White River Energy Corp (the “Company”) entered into a Membership Interest Purchase Agreement with an entity
(the “Seller”), which Seller is the sole member of another entity (the “Broker”), pursuant to which the Company
agreed to purchase from the Seller all membership interests in the Broker in exchange for (i) payment of $70,000 in cash, (ii) prepaid
expenses incurred or to be incurred by the Broker not to exceed $30,000, and (iii) up to $20,000 in transaction expenses incurred by
the Seller in connection with the Agreement. In connection with the execution of the Agreement, the Company paid a $10,000 non-refundable
deposit, which will be applied against the cash portion of the purchase consideration at closing.
The
Broker is a broker-dealer licensed with the Securities and Exchange Commission, the Financial Industry Regulatory Authority (“FINRA”)
and certain states. Subject to satisfaction of the closing conditions set forth in the Agreement, which include among other things obtaining
FINRA approval for the change of control of the Broker within six months of execution of the Agreement, or by July 23, 2023, the Broker
will become a wholly-owned subsidiary of the Company. Under the Agreement, the Seller will continue and operate the Broker until the
closing, and will be entitled to any accounts receivable generated by the Broker during that time. The Agreement also imposes certain
restrictive covenants on the Seller related to the Broker’s operations and activities during the period between signing and closing
under the Agreement.
The
Company entered into the Agreement to acquire the Broker for the purpose of enabling the Company to create and sell interests in oil
and gas funds to assist the Company in continuing its oil and gas exploration and drilling activities.
The
foregoing description of the terms of the Agreement and the transactions contemplated thereby does not purport to be complete and is
qualified in its entirety by reference to the full text of the Agreement, a form of which is filed as Exhibit 10.1 to this Current Report
on Form 8-K and incorporated herein by reference.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
|
|
|
|
Incorporated
by Reference |
|
Filed
or
Furnished |
Exhibit
# |
|
Exhibit
Description |
|
Form |
|
Date |
|
Number |
|
Herewith |
10.1 |
|
Form of Membership Interest Purchase Agreement* |
|
|
|
|
|
|
|
Filed
|
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
|
|
|
|
|
|
|
Filed
|
* |
Certain
schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the
Securities and Exchange Commission upon request. |
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.
|
White
River Energy Corp |
|
|
|
Date:
January 27, 2023 |
By: |
/s/
Jay Puchir |
|
Name:
|
Jay
Puchir |
|
Title: |
Chief
Executive Officer |
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